TCR_Public/070214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 14, 2007, Vol. 11, No. 38

                             Headlines

ADELPHIA COMMS: Wants D&O Insurers Purchase Agreement Approved
ADVANCED MARKETING: Inks LOI with Baker & Taylor on Asset Sale
ADVANCED MARKETING: Taps Houlihan Lokey as Investment Banker
ADVANCED MARKETING: Amber-Allen Not Signing with Perseus Books
ALLIED HOLDINGS: Teamster Leaders OK Yucaipa Plan to Save Company

AMERIGAS PARTNERS: Fitch Holds Senior Notes' Rating at BB+
ANIXTER INT'L: $300 Mil. Senior Unsecured Notes Rated BB- by Fitch
ARAMARK CORP: Earns $87.7 Million in Fiscal Quarter Ended Dec. 31
ASSET BACKED: Fitch Cuts Series 2003-HE3 Cl. M5 Cert. Rating to BB
ATARI INC: Reports $47.3 Mil. Net Revenue in Quarter Ended Dec. 31

ATLANTIC & WESTERN: S&P Assigns Default Rating to Senior Debt
AUDIO VISUAL: S&P Junks Rating on Proposed $60 Million Term Loan
AUTOCAM CORP: Moody's Places Corporate Family Rating at B3
AVIS BUDGET: S&P Places Corporate Credit Rating at BB+
BERTRAND CHAFFEE: Wants April 8 to File Schedules and Statements

BERTRAND CHAFFEE: Selects Hodgson Russ LLP as Counsel
BIG BLUE: Case Summary & 19 Largest Unsecured Creditors
C&C APARTMENT: Case Summary & 17 Largest Unsecured Creditors
CALPINE CORP: Axford Consulting Wants $1.44 Mil. Commission Paid
CALPINE CORP: Wants Court's OK to Pay $23 Mil. to Greenfield Plan

CENTENNIAL COMMS: Amends Credit Agreement to Lower Borrowing Cost
CENVEO CORP: Moody's Holds B1 Corporate Family Rating
CERES CHRISTIAN: Voluntary Chapter 11 Case Summary
CLAYMONT STEEL: Prices Private Offering of $105 Mil. Senior Notes
CMS ENERGY: Pending Asset Sales Cue S&P's BB Corp. Credit Rating

CNET NETWORKS: Debt Payment Prompts S&P to Withdraw Ratings
CNET NETWORKS: Files Amended 2005 Annual Report with SEC
COLLINS & AIKMAN: Judge Rhodes Okays Beringea as Investment Banker
COLLINS & AIKMAN: Wants to Take Part in Pine River's DIP Facility
COMMUNICATION INTELLIGENCE: Secures $600K Second Credit Facility

COMVERSE TECHNOLOGY: CEO Zeev Bregman Will Resign on March 31
COMVERSE TECH: To Buy $293 Mil. Pref. Stock from Verint Systems
CP THOMAS: Voluntary Chapter 11 Case Summary
CRT LAND: Voluntary Chapter 11 Case Summary
CSK AUTO: Asks NYSE to Extend Deadline to File Annual Report

DANA CORP: Unions Fight Proposed Management Restructuring Payments
DANA CORP: Unions Want Engine Biz Sale Approval to MAHLE Deferred
DAVITA INC: Intends to Offer $400 Million Senior Notes
DAVITA INC: Wants to Amend and Restate Senior Secured Credit Loan
DESTINY ENTERPRISES: Case Summary and Largest Unsecured Creditor

DURA AUTOMOTIVE: Panel Wants Bennett as Special Canadian Counsel
DURA AUTOMOTIVE: Wants to Complete Key Management Incentive Plan
DYNEGY HOLDING: Fitch Lifts Issuer Default Rating to 'B' from 'B-'
EQUITY OFFICE: S&P Withdraws Lowered Corporate Credit Ratings
FOAMEX L.P.: S&P Lifts Corp. Credit Rating After Chapter 11 Exit

GEORGE'S CANDY: Voluntary Chapter 11 Case Summary
GLOBAL POWER: Selects PricewaterhouseCoopers as Auditors
GLOBAL POWER: Court Okays Houlihan Lokey as Equity Panel Advisor
GLOBAL POWER: Court Sets March 26 as General Claims Bar Date
GNC CORP: Moody's Says Buyout Plan Won't Affect Ratings

HASBRO INC: Earns $230.1 Million in Year Ended Dec. 31, 2006
HEMAGEN DIAGNOSTICS: Sept. 30 Balance Sheet Upside Down by $707K
HEXCEL CORP: Earns $18.8 Million Net Income in 4th Quarter 2006
HOME PRODUCTS: Panel Taps Giuliani Capital as Financial Advisor
HUGHES NETWORK: Moody's Rates Proposed $115MM Sr. Term Loan at B1

HUGHES NETWORK: S&P Rates Proposed $115 Mil. Senior Loan at B-
IFM COLONIAL: Moody's Puts Ba3 Rating on $225MM Term Loan Facility
INFOUSA INC: Declares $0.35 Dividend Per Common Share
J.P. MORGAN: Moody's Junks Rating on $3.9 Million Class M Certs.
JARDEN CORP: Moody's Affirms B1 Corporate Family Rating

KERASOTES SHOWPLACE: Moody's Holds Corporate Family Rating at B2
LEVEL 3 COMMS: New $1 Billion Term Loan Rated B1 by Moody's
LODGNET ENTERTAINMENT: Earns $1.8 Million in 2006
MERITAGE MORTGAGE: S&P Cuts Rating on Class B-2 Certificates to B
MORGAN STANLEY: Moody's Holds B3 Rating on $2.6MM Class M Certs.

NASDAQ: Failed LSE Offer Cues Moody's to Affirm Ba3 Ratings
NATIONAL GAS: Trustee Can Access Cash Collateral Until June 30
NMHG HOLDING: Moody's Withdraws All Ratings for Business Reasons
NORTHLAKE CDO: Fitch Junks Rating on $14 Million Preference Shares
NORTHSTAR CBO: Fitch Junks Rating on $51 Million Class A-3 Notes

NOVELIS CORP: Hindalco Deal Prompts Moody's Ratings Review
NOVELIS INC: Supplies Aluminum Sheet for GM's 2007 GMC Acadia
NOVELIS INC: Hindalco Industries Acquires Firm for $6 Billion
NOVELIS INC: Hindalco Merger Cues S&P's Developing CreditWatch
OMEGA HEALTHCARE: Earns $55.7 Million in Year Ended December 31

OWENS & MINOR: Earns $7.3 Million in Fourth Quarter Ended Dec. 31
PACIFIC LUMBER: Panel Objects to Scopac's Use of Cash Collateral
PACIFIC LUMBER: Scopac Gets Authority to Pay Critical Vendors
PINNACLE FOODS: Agrees to $2.16 Billion Buyout by Blackstone Group
PINNACLE FOODS: Blackstone Deal Cues S&P's Negative CreditWatch

PONTIAC HOSPITAL: S&P Cuts Rating on Series 1993 Bonds to B
REMY INT'L: Closes $153.2 Million Diesel Remanufacturing Biz Sale
REYNOLDS AMERICAN: Good Performance Cues Moody's Ratings Upgrades
RITE AID: Moody's Junks Rating on New $500 Million Senior Notes
ROUGE INDUSTRIES: Wants Removal Period Extended Until April 16

SAHODAR INC: Voluntary Chapter 11 Case Summary
SAVVIS INC: Dec. 31 Total Stockholders' Deficit Rose to $138 Mil.
SCHOONER TRUST: DBRS Puts Low-B Ratings on 6 Certificate Classes
SEM REALTY: Case Summary & Three Largest Unsecured Creditors
SENIOR HOUSING: Launches Public Offering of 4.5 Million Shares

SHAYA DAYTONA: Voluntary Chapter 11 Case Summary
SILGAN HOLDINGS INC: Earns $104 Million in Year Ended December 31
SITHE INDEPENDENCE: Fitch Lifts Sr. Bonds' Rating to BB from BB-
SPECTRUM BRANDS: Posts $18.8 MM Net Loss in Quarter Ended Dec. 31
STATER BROS: Earns $9.9 Million in Quarter Ended Dec. 24, 2006

STEVEN BEARMAN: Chapter 11 Case Summary
STOCKHORN CDO: Fitch Lifts Rating on $5 Mil. Class E Notes to BB+
SUN MICROSYSTEMS: CFO Reaffirms Fourth Quarter Outlook
T LANE: Case Summary & 20 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Exclusive Plan-Filing Period Extended to Feb. 28

TRUMP ENTERTAINMENT: Posts $10.3MM Loss in Quarter Ended Dec. 31
UIC INSURANCE: U.S. Court Grants Relief Under Sec. 304
UNO RESTAURANT: Weak Sales Cue Moody's to Junk Corp. Family Rating
VALASSIS COMMS: Moody's Lowers Corporate Family Rating to B1
VISANT HOLDING: Thompson Dean Resigns as Director

WALCO OIL: Voluntary Chapter 11 Case Summary
WARNER MUSIC: Operating Income Drops to $80 Mil. in First Qtr 2007
WERNER LADDER: Court Okays 2nd Forbearance Pact with Black Diamond
WINDSTREAM CORP: To Offer Private Placement of $500MM Senior Notes
WINDSTREAM CORP: Proposed $500MM Senior Notes Rated BB+ by Fitch

WINDSTREAM CORP: S&P Rates Proposed $500 Mil. Senior Notes at BB-

* Upcoming Meetings, Conferences and Seminars

                             *********

ADELPHIA COMMS: Wants D&O Insurers Purchase Agreement Approved
--------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve their settlement and purchase agreement with three
insurers; namely, Associated Electric & Gas Insurance Services,
Ltd., Federal Insurance Company, and Greenwich Insurance Company.

ACOM purchased from the Insurers three directors' and officers'
liability insurance policies, which provide $50,000,000 of
liability insurance coverage together.  The D&O Policies cover:

   (a) the ACOM Debtors' officers and directors for certain types
       of liabilities and associated defense costs, if not
       indemnified by the ACOM Debtors;

   (b) the ACOM Debtors for sums paid to indemnify officers and
       directors for certain types of liabilities and associated
       Defense Costs; and

   (c) the ACOM Debtors for Defense Costs they incur and for sums
       they become liable to pay as a result of Securities Claims
       made against them.

ACOM has presented the Insurers with claims for more than
$66,000,000 against the D&O Policies, seeking insurance proceeds
to cover defense costs for sums paid to indemnify officers and
directors, and for those they incur or sums they become liable to
pay as a result of Securities Claims made against them.

ACOM also has advised the Insurers that it has reached a
settlement with the United States Government, by which ACOM has
agreed to pay $715,000,000 into a fund used to compensate
security holders for losses incurred due to alleged securities
fraud by certain officers and directors.  ACOM seeks the
Insurers' contribution of the full D&O Policy limits of
$50,000,000 toward that settlement.

The Insurers have denied any responsibility for ACOM's claims
against the D&O Policies, contending that:

    -- the Policies should be declared void ab initio and
       rescinded due to fraud in their procurement; and

    -- even if not rescinded, the Policies by their terms do not
       cover ACOM's claims.

The Insurers have been precluded from pursuing their rescission
claims and coverage defenses vis-a-vis the ACOM Debtors due to
the automatic stay.

In 2002, the Insurers commenced an action captioned AEGIS v.
Rigas, et al., No. 02-7444 (E.D. Pa.), seeking a declaratory
judgment that the D&O Policies are rescinded vis-a-vis all or
most of ACOM's directors and officers and, in the alternative,
that to the extent the D&O Policies are not rescinded, they
nonetheless do not cover any defense costs incurred by or
liabilities imposed on those individuals.

The Insurers have been precluded from pursuing the claims by
preliminary injunctions issued pursuant to Section 105(a) of the
Bankruptcy Code staying discovery and most other proceedings in
the Coverage Action.

However, a Court order in the Coverage Action directs AEGIS to
advance funds to pay defense costs incurred by certain directors
and officers, which advancements are to be repaid to AEGIS if and
when it is determined that its insurance policy is rescinded vis-
a-vis those officers and directors, or otherwise does not cover
some or all of the advanced defense costs.

According to Donald W. Brown, Esq., at Covington & Burling LLP,
in New York, as of Nov. 15, 2006, the advancements of funds
to pay defense costs incurred by certain directors and officers
total $8,994,699.

Mr. Brown explains that the Settlement and Purchase Agreement
will resolve ACOM and the Insurers' dispute over ACOM's claim
that the D&O Policies obligate the Insurers to pay $50,000,000 of
the more than $780,000,000 of incurred defense costs and
settlement obligations that it paid or to be paid.

The Settlement and Purchase Agreement provides that ACOM will
sell the three D&O Policies back to the Insurers for $32,500,000
in "Sale Consideration" consisting of:

   (1) a cash "Purchase Amount" equal to $32,500,000, less the
       cumulative total amount of advances by AEGIS as of the
       time of the sale.  As of Nov. 21, 2006, the Purchase
       Amount was approximately $23,505,301; and

   (2) an "Assignment" of AEGIS' rights to recover sums that it
       advanced.  As of Nov. 21, 2006, AEGIS' had the right
       to recover $8,994,699.

Pursuant to the Settlement and Purchases Agreement, the Purchase
Amount will be deposited into a segregated, interest-bearing
account, Mr. Brown discloses.

Mr. Brown informs the Court that the Assignment will be delivered
to a litigation trust, which will assess and, if reasonably
feasible, prosecute the assigned rights to reimbursement of
advancements.  The proceeds of any recovery pursuant to the
Assignment will also be deposited in the D&O Policies Proceeds
Account.  Proceeds paid into the Account will be released only
upon further Court approval.

Pursuant to Section 363(f) of the Bankruptcy Code, the
transaction is free and clear of all claims, liens, encumbrances
and interests of any kind in the D&O Policies, which claims,
liens, encumbrances and interests will attach to the D&O Policies
Proceeds Account, with the same validity and priority as they had
in the D&O Policies.

The Settlement and Purchase Agreement provides for a mutual
release of claims between the ACOM Debtors and the Insurers.

Mr. Brown contends that:

   (a) the sale of the D&O Policies is authorized by Sections
       363(f)(4) and 363(f)(5);

   (b) depositing and holding the Purchase Amount and any
       proceeds recovered pursuant to the Assignment in the D&O
       Policies Proceeds Account adequately protects the
       interests others may have in the D&O Policies.

   (c) the Settlement and Purchase Agreement constitutes a
       reasonable resolution of a pending dispute between the
       ACOM Debtors and the Insurers;

   (d) the Settlement and Purchase Agreement is a sale of the D&O
       Policies that, in the ACOM Debtors' business judgment, is
       reasonable.

                       Initial Objections

Several parties object to the ACOM Debtors' request to approve
their settlement and purchase agreement with the three insurers.
Parties opposed to the agreement are:

   (a) Michael J. Rigas and James P. Rigas,
   (b) Peter L. Venetis, and
   (c) Michael C. Mulcahey.

On the Rigases' behalf, Christie Callahan Comerford, Esq., at
Dilworth Paxson LLP, in Philadelphia, Pennsylvania, notes that
without the consent of the Rigases who are co-insureds under the
D&O Policies, the ACOM Debtors and the Insurers are proposing to
drastically reduce the proceeds available under the Policies by
compromising the available proceeds by at least $17,500,000.

The proposed settlement represents a violation of the provisions
of the settlement agreement between the ACOM Debtors and the
Rigases entered in April 2005, Ms. Comerford asserts.  She notes
that the Adelphia-Rigases Settlement Agreement provides that ACOM
will not oppose payment of defense costs by the Insurers to the
Rigases under the D&O Policies.

Ms. Comerford also points out that the ACOM Debtors' request also
provides for the assignment of certain rights against the Rigases
to the ACOM Debtors.  Any assignment to ACOM will be futile, as
the ACOM Debtors and their assigns, including the Plan
Administrator, are precluded from suing the Rigases by the terms
of the Adelphia-Rigas Settlement, she asserts.

Due to the severability provisions under the AEGIS Policy, there
is little risk of rescission as to Michael Rigas or James Rigas,
thus, it is not in their interest to give up at least $17,500,000
of coverage to settle the rescission claims, Ms. Comerford avers.

The Rigases also complain that the ACOM Debtors are proposing to
sell the D&O Policies a critical time -- the Rigases are required
to submit expert reports by Jan. 7, 2007, in the litigation
pending in the Court of Common Pleas of Philadelphia County.  The
litigation is a substantial, complex action in which ACOM seeks
in excess of $3,000,000,000 in damages from Deloitte & Touche
LLP.  Deloitte has named the Rigases as additional defendants in
the litigation.

If the Court approves the Settlement and Purchase Agreement with
the Insurers, the Rigases' ability to timely submit the expert
reports in the Adelphia v. Deloitte Litigation will be seriously
threatened, Ms. Comerford tells Judge Gerber.

Moreover, Ms. Comerford maintains that the ACOM Debtors' request
is directly contrary to an existing opinion and judgment entered
by the Honorable Michael W. Baylson of the U.S. District Court for
the Eastern District of Pennsylvania.

Ms. Comerford notes that Judge Baylson had concluded that AEGIS
was required under applicable Pennsylvania law to advance defense
costs pending a court determination of rescission or the policy's
exclusion provisions.

Mr. Venetis supports the Rigases' objection that the ACOM
Debtors' request is directly contrary to Judge Baylson's
statement.

Representing Mr. Venetis, Mark Garbowski, Esq., at Anderson Kill
& Olick, P.C., in New York, contends that the apparent motivation
for the proposed sale of the D&O Policies on the part of ACOM is
the existence of various potential defenses to coverage the do
not apply to Mr. Venetis, like rescission and fraud.  Thus,
Mr. Venetis will not receive adequate compensation under the ACOM
Debtors' settlement with the Insurers.

Mr. Garbowski also notes that the proceeds of the Purchase
Agreement with the Insurers would be used in part "to pay for
counsel for the fund, who could continue to oppose to
Mr. Venetis' insurance claims."  Thus, the proceeds of insurance
designed to protect Mr. Venetis will be used against him,
Mr. Garbowski complains.

As a result, the Settlement and Purchase Agreement will wipe out
Mr. Venetis' claims against the Insurers for extra-contractual
remedies like bad faith, Mr. Garbowski argues.  The claims cannot
be eliminated without Mr. Venetis' approval, Mr. Garbowski
asserts.

Mr. Garbowski maintains that the insurance proceeds belonging to
the directors, Mr. Venetis for example, are not property of the
ACOM Debtors' estate.

Mr. Mulcahey disagrees with the format of the contemplated
mechanism for going forward making payments to the insureds, as
more cumbersome and expensive than necessary.

Mr. Mulcahey states that the use of a mediator to approve
disbursements made by a qualified person acting as an adjuster
can serve the intended purposes better than the procedure
outlined in the Agreement.  A "litigation trust" should be
rendered unnecessary by terminating completely the claims and
reservations and limitations contained in the policies,
Mr. Mulcahey proposes.

                        ACOM Debtors React

Donald W. Brown, Esq., at Covington & Burling LLP, in San
Francisco, California, says that the fraud claim against John
Rigas alone is separate and distinct from the rescission claims
of insurers Associated Electric & Gas Insurance Services, Ltd.,
Federal Insurance Company, and Greenwich Insurance Company.

Mr. Brown asserts that the rescission claims are based on a
broader range of alleged acts and omissions.  The rescission
claims are not only limited to Mr. Rigas, but are also directed
at James Rigas, Michael Rigas, Peter Venetis, and others as well.  
AEGIS does not seek to attribute John Rigas' misconduct to the
objectors, but seeks rescission as to them based on their own
alleged acts or omissions, Mr. Brown explains.

The AEGIS policy provides that false and misleading information
provided in the application process, if material to the
acceptance of the risk, arguably provides grounds for wholesale
rescission of the directors and officers' policy in its entirety,
regardless of which of the insured D&O may have had subjective
knowledge that a claim was likely.  Mr. Brown reiterates that
there is no similar severability clause in the applications for
the Federal and Greenwich policies.

Mr. Brown points out that given the rescission risk that the ACOM
Debtors and the objectors face due to the Rigases' extensive
misconduct, the sale of the D&O Policies for 65% their face value
is attributable to a rational business purpose and satisfies
Section 363(b).  The independent directors, who arguably face the
least risk of rescission, have not objected to the Settlement and
Purchase Agreement, he notes.

Mr. Brown further notes that Section 363(f) is written in the
injunctive, not the conjunctive, and if any of the five
conditions are met, the ACOM Debtors may sell the D&O Policies,
without the objectors' consent, notwithstanding their asserted
interests.

The interests of the objectors are in bona fide dispute,
satisfying Section 363(f)(4), Mr. Brown adds.  Also, he says, the
objectors could be compelled to accept a money satisfaction of
their claims, satisfying Section 363(f)(5).  

Moreover, the D&O Policies also provide coverage to ACOM.  
Because ACOM's insured loss far exceed the $50,000,000 coverage
limit, ACOM has a clear property interest in the entirety of the
policy proceeds, Mr. Brown tells the Court.

Contrary to the objectors' claims, the Settlement and Purchase
Agreement will not extinguish their alleged interests in the
Policies, as the sale proceeds will remain in a segregated escrow
account pending further order of the Bankruptcy Court.  Thus, the
interests of alleged co-insureds are adequately protected,
Mr. Brown states.

There is no merit to the Rigases' contention that an adversary
proceeding is necessary before an injunction may issue, Mr. Brown
maintains.  As in In re Trans World Airlines, Inc., No. 0100056,
2001 Bakr. LEXIS 723 (Bankr. D.Del.Mar.27,2001), the injunction
will simply effectuate ACOM's sale of the D&O Policies free and
clear of interests.

The Bankruptcy Court has clear authority to enter a channeling
injunction requiring the objectors to look to the sale proceeds
to satisfy any valid claims they may have.  In addition, the
Settlement and Purchase Agreement is fully consistent with both
the Pennsylvania District Court's ruling on defense cost advances
and the 2005 Adelphia-Rigas Settlement Agreement, Mr. Brown
contends.

The Settlement and Purchase Agreement does not violate the
covenant not to sue contained in the Adelphia-Rigas Agreement.  
The Settlement and Purchase Agreement merely provides for an
assignment of AEGIS' rights -- to a litigation trust administered
by a Plan Administrator appointed under the Debtors' Fifth
Amended Joint Chapter 11 Plan.  Whether the Plan Administrator
can permissibly sue the Rigases is an issue that need not be
resolved until the Administrator actually initiates litigation
against them, Mr. Brown relates.

Any litigation instituted by the Plan Administrator would be
focused on increasing the assets to legitimate beneficiaries of
the D&O Policies.  Contrary to the objectors' claims, it is
appropriate to reserve $500,000 from the sale proceeds escrow
account to pay the Plan Administrator's legal fees and related
costs, Mr. Brown asserts.

             Rigases Want ACOM's Request Dismissed

In accordance with Case Management Order No. 3 issued by the
Court on July 26, 2004, Michael J. Rigas and James P. Rigas
provided ACOM's counsel with a declaration by John J. Higson and
a list of witnesses and exhibits in support of the objection.

The Rigases' counsel asked the ACOM Debtors on Jan. 12, 2007,
to comply with Case Order 3 and provide a list of witnesses and
exhibits.

Peter C. Hughes, Esq., at Dilworth Paxson LLP, in Philadelphia,
Pennsylvania, relates that on Jan. 13, 2007, ACOM's counsel
indicated that they did not believe an evidentiary hearing was
necessary or appropriate, and that the Court need not anymore
rule on their request to approve the Purchase Agreement other
than what they submitted.

Mr. Hughes argues that the ACOM Debtors are required to act in
accordance with the Case Order 3 and, by choosing not to do so,
it is precluded from presenting any evidence in support of their
request.

The Court should not afford the ACOM Debtors additional time to
comply with Case Order 3 and to continue the hearing on the their
request as they already declined invitations to do so, Mr. Hughes
asserts.  The ACOM Debtors' noncompliance with Case Order 3 was
not a mere oversight and since it chose not to request a
continuance, its motion should be dismissed, he maintains.

Accordingly, the Rigases ask the Court to dismiss the ACOM
Debtors' request.

                      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.


ADVANCED MARKETING: Inks LOI with Baker & Taylor on Asset Sale
--------------------------------------------------------------
Advanced Marketing Services Inc. entered into a letter of intent
with Baker & Taylor to sell the majority of its assets, excluding
Publishers Group West Inc.  The letter of intent is subject to the
negotiation of a definitive asset purchase agreement and the
United States Bankruptcy Court for the District of Delaware's
approval.

The asset purchase agreement will be subject to the requirements
of Section 363 of the Bankruptcy Code.  Once the asset purchase
agreement is finalized, the company will file a motion with the
Bankruptcy Court to request a bidding procedures hearing, expected
to be held on Feb. 16, 2007.  Following the completion of the
bidding process and an auction, if necessary, the company
anticipates a closing by March 15, 2007, as per the requirements
of the letter of intent.

"We are pleased to enter into this letter of intent with Baker &
Taylor and believe it marks a significant milestone in the
restructuring of our business," Gary Rautenstrauch, President and
CEO of AMS, said.  "Baker & Taylor is a recognized leader in the
book distribution industry and has the experience to seamlessly
assume operations and continue meeting the needs of our
customers."

"An agreement with AMS will represent an important strategic
addition to Baker & Taylor's business," Richard Willis, Chairman,
President and CEO of Baker & Taylor, stated.  "We are excited
about the opportunity to work with AMS to foster and broaden the
commitment to customer service and operational excellence that AMS
is known for."

                      About Baker & Taylor

Based in Charlotte, North Carolina, Baker & Taylor distributes
books, video and music products to public and academic libraries.  
Founded in 1828, the company also distributes books and
entertainment products to many of brick and mortar retailers,
Internet retailers, as well as thousands of independent book,
music and video stores.  It serves customers in 125 countries
around the world and has six distribution facilities strategically
located throughout the country.  Baker & Taylor is a portfolio
company of Castle Harlan Partners IV, L.P.

                      About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services, Inc.
(Pink Sheets: MKTSQ) -- http://www.advmkt.com/-- provides  
customized merchandising, wholesaling, distribution and publishing
services, currently primarily to the book industry.  The company
has operations in the U.S., Mexico, the United Kingdom and
Australia and employs approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated  
and Publishers Group West Incorporated filed for chapter 11  
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480  
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,  
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,  
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark  
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton  
& Finger, P.A., represent the Debtors as Local Counsel.  When the  
Debtors filed for protection from their creditors, they listed  
estimated assets and debts of more than $100 million.  The  
Debtors' exclusive period to file a chapter 11 plan expires on  
Apr. 28, 2007.


ADVANCED MARKETING: Taps Houlihan Lokey as Investment Banker
------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates
ask the United States Bankruptcy Court for the District of
Delaware for authority to employ Houlihan Lokey Howard & Zukin
Capital Inc. as their investment banker, nunc pro tunc to
Dec. 29, 2006.

Mark D. Collins, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that Houlihan Lokey is one of the
leading advisors and investment bankers to troubled companies,
both inside and outside of bankruptcy.  The firm's Financial
Restructuring Group has advised more than 500 transactions,
valued in excess of $200 billion, over the past 12 years.

The Debtors have chosen Houlihan Lokey to act as their investment
banker because the firm has substantial expertise in advising
them, and is well qualified to perform the services and represent
their interests in the Chapter 11 cases, Mr. Collins explains.

As investment banker, Houlihan Lokey will:

    (a) evaluate the Debtors' strategic options based on
        Houlihan's initial review;

    (b) advise the Debtors generally as to available financing and
        capital restructuring alternatives, including
        recommendations of specific courses of action;

    (c) assist the Debtors with the development, negotiation and
        implementation of a restructuring plan, including
        participation as an advisor to the Debtors in
        negotiations with creditors and other parties involved in
        a restructuring;

    (d) assist the Debtors, if required, to draft an information
        memorandum to seek potential new capital, and to solicit,
        coordinate and evaluate indications of interest
        regarding a transaction;

    (e) assist the Debtors with the design of any debt and equity
        securities or other consideration to be issued in
        connection with a Transaction;

    (f) advise the Debtors as to potential mergers or
        acquisitions, and the sale or other disposition of any of
        the Debtors' assets or businesses;

    (g) assist the Debtors in communications and negotiations with
        its constituents; including, creditors, employees,
        vendors, shareholders and other parties in interest in
        connection with any Transaction;

    (h) assist the Debtors in locating and negotiating debtor-in-
        possession financing with a new lender to replace the DIP
        financing with Wells Fargo Foothill, Inc., in effect
        as of the Effective Date of the Agreement; and

    (i) render other financial advisory and investment banking
        services as may be mutually agreed upon by Houlihan and
        the Debtors.

Houlihan Lokey will be paid a flat monthly fee of $150,000 for
the first three months of the engagement, and $100,000 per month
afterwards.

The Debtors will also pay the firm:

    (1) a Financing Fee upon the consummation of a DIP Financing
        Transaction on behalf of the Debtors equal to the greater
        of (i) $750,000 and (ii) 1.25% of the aggregate principal
        amount of DIP Financing raised or committed;

    (2) a M&A Transaction Fee equal to a minimum of $1.25 million
        plus incremental increases; and

    (3) a $1.25 million Restructuring Transaction Fee.

Houlihan Lokey will be reimbursed for all its reasonable out-of-
pocket expenses.

According to Mr. Collins, Houlihan Lokey's restructuring
expertise, as well as its capital markets knowledge, financing
skills, and mergers and acquisitions capabilities, some or all of
which may be required by the Debtors during the term of the
engagement, were important factors in the determination of the
amount of the firm's fees.

As its compensation will be calculated and paid based on certain
transaction fees, Houlihan Lokey will not be required to file
time records, Mr. Collins adds.  Rather, in its fee applications
filed with the Court, Houlihan Lokey would present descriptions
of those services provided on behalf of the Debtors and the
individuals who provided the professional services.

The Debtors would indemnify and hold Houlihan Lokey harmless
against liabilities arising out of or in connection with its
retention.

Christopher R. Di Mauro, managing director at Houlihan Lokey,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                            Objections

(a) Committee

The Official Committee of Unsecured Creditors says it is
inappropriate and unnecessary at this juncture for the Debtors to
retain Houlihan Lokey or any other investment banker.

Given the high fees Houlihan Lokey is seeking, there is no
benefit to the estates and creditors to retain them at this time,
Thomas F. Driscoll III, Esq., at Morris, Nichols, Arsht & Tunnell
LLP, in Wilmington, Delaware, tells Judge Sontchi.

Any beneficial services that Houlihan Lokey could realistically
provide at this point can be provided by the Debtors' other
professionals, Mr. Driscoll maintains.  It is also possible that
Jefferies & Company, Inc., the Debtors' prepetition investment
banker, will make a claim for compensation, he adds.

In the event the Court determines that the Debtors can retain
Houlihan Lokey, the Committee believes that the terms of its
retention must be modified so that:

    * the provision of the Engagement Letter providing for a
      Financing Fee is stricken since no refinancing will take
      place at this point in the Chapter 11 cases;

    * the M&A Transaction Fee, if allowed at all, will be reduced
      and modified so that any fee is directly tied to specific
      value added to the Debtors' estates by Houlihan Lokey's
      efforts; and

    * the provision for a Restructuring Transaction Fee is
      stricken as well.

Houlihan Lokey's compensation must be subject to review under
Section 330 of the Bankruptcy Code.  A greater portion of any
monthly fees awarded to Houlihan Lokey should be credited against
any M&A Transaction Fee Houlihan may become entitled to in these
cases, Mr. Driscoll asserts.

(b) U.S. Trustee

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
reminds the Court that professional fees may not be awarded
unless and until the applicant shows that there is a benefit to
the estate.  The fees must be reasonable and necessary, she adds.

Ms. Stapleton notes that Houlihan Lokey's monthly fee, if
allowed, should be subject to Section 330 standards, while the
various transaction and financing fees should be disallowed under
the "improvident" standard set forth in Section 328 and subject
to Section 330.

Ms. Stapleton asserts that Houlihan Lokey should:

    -- file applications in accordance with the Bankruptcy Code,
       Bankruptcy Rules, and the prescripts of any Administrative
       Order; and

    -- submit fee applications that set forth a description of the
       services performed by each of the firm's professional on an
       hourly basis, the total number of hours spent each month by
       the professionals, and a breakdown and delineation of
       monthly expenses.

Additionally, Ms. Stapleton says, Houlihan Lokey should provide
hourly rates for its professionals.

                      About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services, Inc.  
-- http://www.advmkt.com/-- provides customized merchandising,     
wholesaling, distribution and publishing services, currently  
primarily to the book industry.  The company has operations in the  
U.S., Mexico, the United Kingdom and Australia and employs  
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated  
and Publishers Group West Incorporated filed for chapter 11  
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480  
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,  
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,  
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark  
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton  
& Finger, P.A., represent the Debtors as Local Counsel.  When the  
Debtors filed for protection from their creditors, they listed  
estimated assets and debts of more than $100 million.  The  
Debtors' exclusive period to file a chapter 11 plan expires on  
Apr. 28, 2007. (Advanced Marketing Bankruptcy News, Issue No. 5;  
Bankruptcy Creditors' Service, Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000)   


ADVANCED MARKETING: Amber-Allen Not Signing with Perseus Books
--------------------------------------------------------------
Amber-Allen Publishing Inc., does not intend to enter into a
Publisher Agreement with Perseus Books LLC, Mark Felger, Esq., at
Cozen O'Connor, in Wilmington, Delaware, discloses.  

Debtor-affiliate Publishers Group West Incorporated and Amber-
Allen Publishing are parties to a marketing and distribution
agreement dated Jan. 1, 2001.

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Advanced Marketing Services Inc. and its debtor-affiliates asked
the United States Court for the District of Delaware for authority
to sell Publishers Group West's rights under its distribution
agreements with various publishers to Perseus Books LLC and Client
Distribution Services Inc.

Before PGW can assign its rights under the Amber-Allen
Distribution Agreement, Amber-Allen has first to sign a publisher
agreement with Perseus Books.  

According to Mr. Felger, due to the exclusive arrangements between
PGW and PGW Publishers, PGW's failure to meet its contractual
obligations has placed Amber-Allen in a precarious position.  
Amber-Allen has entrusted PGW with the exclusive marketing and
distribution of its titles, and is dependent on payments from PGW
as its primary source of income.

Mr. Felger asserts that compounding the difficulties experienced
by Amber-Allen and other PGW Publishers, the Debtors have been
unable to make payments for sales during the high-volume holiday
season.  As of the Dec. 29, 2006 petition date, PGW owes Amber-
Allen in excess of $1,000,000, which amount represents a
significant percentage of Amber-Allen's annual revenues.

For these reasons, Amber-Allen asks the Court to include these
provisions in the order approving the sale of PGW's rights under
its distribution agreements to Perseus Books and Client
Distribution Services:

    (a) The Amber-Allen Distribution Agreement is deemed rejected,
        effective immediately upon entry of the ruling granting
        the PGW Sale; and

    (b) Within five business days of entry of that Court ruling,
        PGW will cooperate with Amber-Allen to return Amber-
        Allen's books, and Amber-Allen will pay the reasonable
        freight and handling charges.

              Perseus Books Meets Agreement Conditions

Perseus Books informs the Court that notwithstanding the
confusion that has occurred in the publishing community based on
an "alleged, but ephemeral, competing proposal," Perseus Books
has signed agreements with publishers holding approximately 84%
of the prepetition claims of the PGW publishers, therefore, fully
satisfying the conditions of the Purchase Agreement with PGW.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, representing Perseus Books, tells Judge
Christopher S. Sontchi that with the exception of the conditions
of the Purchase Agreement requiring Court approval for the
Debtors' request to sell PGW's rights under the PGW Distribution
Agreements to Perseus and CDS, all of the other conditions to the
Agreement have been satisfied.

Mr. Brady relates that Perseus has put in place funding
sufficient to close the transaction almost immediately after the
Court's approval of the sale.  Thus, if the Court approves the
transaction in accordance with the terms of the Purchase
Agreement, Perseus Books believes that with the Debtors'
anticipated cooperation, the parties should be able to close the
transaction promptly by no later than February 15, 2007.

According to Mr. Brady, Perseus Books has read numerous quotes in
the press about the existence of an alleged competing bid by
National Book Network Inc.

Mr. Brady clarifies that the Debtors have not advised Perseus
Books that they have signed a purchase agreement with NBN.  To the
extent the Debtors seek to delay the sale hearing to provide NBN
a further opportunity to conduct additional due diligence or to
address financing concerns, the delay will put the Perseus Books
transaction at risk, Mr. Brady continues.

While Perseus has met the conditions for the minimum number of
consenting publishers under the PGW Distribution Agreements, at
least one publisher necessary to the transaction has conditioned
its consent on Perseus Books closing the transaction not later
than February 15, 2007, Mr. Brady notes.  Accordingly, if, for
any reason, the transaction is not approved within that time
frame, Perseus Books cannot assure the Court that the parties
will continue to be in a position to satisfy the conditions to
closing.

Perseus reserves all of its rights, including its right to refuse
to agree to any amendments to the Purchase Agreement requested by
persons filing objections to the Debtors' request, and its right
to terminate the PGW Distribution Agreements based on the
Debtors' conduct or otherwise.

                      About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,   
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007. (Advanced Marketing Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ALLIED HOLDINGS: Teamster Leaders OK Yucaipa Plan to Save Company
-----------------------------------------------------------------
The local union leaders of International Brotherhoood of Teamster
who represent carhaul workers unanimously approved a plan Monday,
Feb. 12, 2007, by a private investment firm to reorganize Allied
Holdings Inc. that would protect members' pensions, health and
welfare benefits and preserve the union contract, Teamsters
General President Jim Hoffa disclosed.

Allied, the largest carhaul company in North America, employs
about 3,300 Teamsters in the United States.

The three-year plan from Yucaipa Cos. requires approval from the
U.S. Bankruptcy Court in Atlanta and must be ratified by Teamster
members.  The plan would adopt economic concessions far less
drastic than proposed by Allied's present management.  It will
preserve members' pensions and health and welfare benefits, with
no changes to work rules or contract language.  The proposal also
calls for the appointment of a new board of directors and CEO on
the effective date of the plan.

On Feb. 2, 2007, Allied filed a motion in Court seeking to nullify
the contract and asking for a reduction of $65 million per year
for five years for a total of $325 million from its Teamster
employees.  Wage concessions in the Yucaipa plan would be 15%
total over three years, not to exceed $35 million per year.  All
those funds would be used to purchase new equipment to be used by
Teamsters at Allied.

"Allied CEO Hugh Sawyer told our members that if they don't do
what he says, he will shut down the company," Mr. Hoffa said.  "We
have been working with Yucaipa to develop this responsible
alternative that will protect our members' futures.  We fought to
protect Teamster jobs, pensions and health and welfare benefits.  
I'm proud to say we accomplished those goals."

"We have been fighting to make sure our members are protected
since well before Allied's bankruptcy filing in July 2005," Fred
Zuckerman, Director of the Teamsters Carhaul Division, said.  "Our
members stuck with us the whole way, including their unanimous
approval of a strike vote last June.  Our members were adamant
about not letting the company continue shelling out management
bonuses while members made sacrifice after sacrifice."

Mr. Zuckerman said the union will present more specifics of the
Yucaipa plan to members in the coming days, including membership
meetings beginning this weekend.  A ratification vote must be
completed by the end of March.

"This reorganization plan, though painful, is a bold, innovative
solution that's good for our members," Mr. Zuckerman said.  "We
worked strategically with Yucaipa to protect our members' jobs,
their health, welfare and pension benefits and their working
conditions."

Highlights of the Yucaipa plan:

   * Allied will pay all health, welfare and pension contributions
     and any increases while the three-year plan is in effect;

   * Total concessions are 15 percent, not to exceed $35 million a
     year for three years.  All those funds will be spent on
     purchasing new equipment to be used by Teamsters at Allied;

   * Management and non-bargaining unit employees' wages will be
     frozen for the period of time Teamster wages are frozen with
     few exceptions;

   * If Allied exceeds certain EBITDA (earnings before interest
     taxes depreciation and amortization) targets, the company
     will return money to members;

   * Reorganized Allied will rejoin the National Master Automobile
     Transporters Agreement, will sign successor to NMATA and will
     rejoin the Employer Association;

   * All of Allied's operation will remain "covered work" under
     the work-preservation agreement with a small exception for
     non-union AXIS.  During the first 90 days after the plan
     takes effect, the union and the company will agree on which
     parts of Axis will become Teamsters, or whether the non-union
     parts will be sold;

   * Concessions cannot be used to compete with NMATA carriers and
     can only be used to bid on new business;

   * Teamsters General President Jim Hoffa may appoint a
     representative to attend Allied board meetings as an observer
     to monitor the financial performance of the company.  Allied
     will pay up to $10,000 per year for an independent auditor
     assigned by the Teamsters National Automobile Transporters
     Industry Negotiating Committee to audit the performance of
     the business;

   * And a new CEO, acceptable to the Teamsters, will be hired.

Founded in 1903, the International Brotherhood of Teamsters
represents more than 1.4 million hardworking men and women in the
United States and Canada.

                     About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its  
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  In their Schedules of Assets
and Liabilities filed with the Court, Allied Holdings disclosed
$161,248,122 in total assets and $292,306,949 in total
liabilities.

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


AMERIGAS PARTNERS: Fitch Holds Senior Notes' Rating at BB+
----------------------------------------------------------
Fitch Ratings has affirmed AmeriGas Partners, L.P.'s senior
unsecured notes and issuer default rating at 'BB+'.

The Rating Outlook is Stable.

An indirect subsidiary of UGI Corp. is the general partner and 44%
limited partner for APU, which, in turn, is a master limited
partnership for AmeriGas Propane, L.P., an operating limited
partnership.  Approximately $933 million of debt is affected.

APU's ratings and Stable Outlook reflect the underlying strength
of subsidiary AGP's retail propane distribution network, broad
geographic reach, adequate credit metrics, and proven ability to
manage product costs under various operating conditions.

Additionally, the company's propane cylinder exchange business
provides moderate positive cash flow during the summer months when
AGP's traditional propane distribution business is relatively
slow.  APU's rating also reflects the structural subordination of
its debt obligations to approximately $150 million of notes at
AGP.  Over the last several years, APU has refinanced a
substantial amount of AGP's debt at the MLP level.

APU's financial performance will continue to be affected by
weather conditions during the winter heating season, and the
company must continue to manage volatile supply costs and customer
conservation.  The combination of warm weather and elevated
commodity prices during the last two winter heating seasons has
had a moderately negative impact on APU's credit metrics.  

Weather during December 2006, a key operating month for the
company, was particularly warm and during the first fiscal quarter
of 2007 weather overall was 9% warmer than normal.  For the latest
12 months ended Dec. 31, 2006, consolidated EBITDA to interest and
debt-to-EBITDA equaled 3.5x and 3.7x, respectively.  

However, Fitch notes that APU's recent financial performance has
generally exceeded expectations for company performance under the
stress case conditions of a warm weather and high commodity price
heating season environment.  Cash distributions to APU, defined as
EBITDA generated by AGP minus AGP interest expense and maintenance
capital expenditures covered interest on APU's stand-alone
obligations by 3.7x during the latest 12 months.  However, as a
consequence of increased outstanding MLP debt, and despite higher
expected levels of cash available to APU from AGP, this ratio has
declined from earlier levels and distribution coverage of MLP
interest is anticipated to fall to approximately 3.5x.

The persistence of high propane prices and volatility may lead to
further customer conservation, increased bad debt expense, and
test APU's ability to sustain gross profit margins.  Wholesale
propane prices, as measured by postings at Mont Belvieu, Texas,
have fallen in recent weeks but remain at historically high levels
and exceeded $1.00 per gallon as recently as Dec. 2006.  However,
APU has managed to effectively pass through propane supply costs
to customers and maintain relatively consistent gross margins
during periods of volatile weather conditions and commodity prices
over the past several years.

APU is the nation's largest retail propane distributors with a
diverse base of approximately 1.3 million customers in 46 states
and current retail sales volumes in excess of 1 billion gallons
annually.  An indirect subsidiary of UGI Corp. is the general
partner and 44% limited partner for APU.  APU, in turn, is an MLP
for AGP, an operating limited partnership.  The company's cylinder
exchange business accounts for approximately 10% of total EBITDA.


ANIXTER INT'L: $300 Mil. Senior Unsecured Notes Rated BB- by Fitch
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Anixter
International's offering of up to $300 million in senior unsecured
convertible notes maturing in 2013.  

Fitch rates Anixter and its wholly owned operating subsidiary,
Anixter Inc., as:

Anixter

   -- Issuer Default Rating 'BB+'; and
   -- Senior unsecured debt 'BB-'.

AI

   -- Issuer Default Rating 'BB+';
   -- --Senior unsecured notes 'BB+'; and
   -- --Senior unsecured bank credit facility 'BB+'.

The Rating Outlook is Stable, although similar future
debt-financed shareholder friendly actions that result in
deteriorating credit protection measures would result in negative
rating actions.

Fitch expects Anixter to use the proceeds from this offering to
reduce debt by approximately $150 million and to repurchase common
stock with the remaining portion.  Combined with a repurchase
program at the beginning of January, Anixter will have repurchased
close to 3 million shares this year, roughly 8% of total shares
outstanding.

Based on financial results as of Dec. 29, 2006 and reflecting the
aforementioned convertible note issuance, share repurchase and
debt redemption plan, Fitch estimates liquidity on a pro forma
basis to be approximately $200 million consisting of:

   -- Approximately $50 million of cash and cash equivalents;

   -- A $275 million, five-year revolving credit agreement
      maturing June 2009 of which approximately $125 million is
      undrawn and available;

   -- A $40 million Canadian revolving credit facility expiring
      June 2009 with a minimal amount remaining undrawn and
      available; and

   -- Revolving credit facilities at other foreign subsidiaries
      totaling approximately $35 million with nominal amounts
      undrawn and available.

In addition, Anixter has a $225 million on-balance-sheet accounts
receivable securitization program expiring September 2007 of which
approximately $125 million is available.

Fitch estimates pro forma total debt is approximately $950 million
consisting of:

Anixter

   -- Approximately $160 million accreted value of 3.25% zero
      coupon convertible senior notes due 2033; and

   -- Current offering of up to $300 million in senior unsecured
      convertible notes due 2013.

AI

   -- $200 million 6% senior unsecured notes due 2015;

   -- Approximately $190 million in borrowings under various
      credit facilities; and

   -- Approximately $100 million outstanding under the company's
      accounts receivable securitization program.

Anixter's senior unsecured convertible notes are not guaranteed by
AI and, therefore, are structurally subordinated to AI's debt.

The ratings and Outlook reflect Anixter's improved operating
performance driven by the combination of a stable end-market
demand environment, market share gains in the company's small but
growing sales of fasteners and C-class components to original
equipment manufacturers, and higher EBIT margins due in part to
cost savings from integrating recent acquisitions as well as
rising copper prices during 2006.

Also considered are Anixter's well-diversified product, customer
and supplier portfolios, and the information technology
distribution industry's ability to generate cash from working
capital during a downturn.  Fitch also expects that Anixter will
continue to be able to generate cash from operations even at
growth rates in the low double-digits.

Rating concerns mainly center on the company's history of using
debt financing for shareholder friendly actions as well as Fitch's
expectation that Anixter will continue using free cash flow for a
combination of special dividends and acquisitions.  

Given Anixter's current focus of integrating prior acquisitions,
Fitch expects acquisition activity to slow in 2007.  Fitch also
considers the thin operating EBIT margins associated with the IT
distributors and Anixter's unhedged exposure to commodity prices,
which would affect operating income negatively if copper prices
were to decline significantly.


ARAMARK CORP: Earns $87.7 Million in Fiscal Quarter Ended Dec. 31
-----------------------------------------------------------------
Aramark Corp. earned $87.7 million of net income on $3.1 billion
of sales for the first quarter of fiscal 2007, compared to
$93.1 million of net income on $2.9 billion for the same period
last year.

Operating income was $172.3 million for the first quarter of
fiscal 2007, a 9% increase over the prior year period.

Interest and other financing costs, net, for the first quarter of
fiscal 2007 increased approximately $1.8 million from the prior
year period due principally to higher year-over-year interest
rates.

At Dec. 29, 2006, the company's balance sheet showed $5.3 billion
in total assets, $3.7 billion in total liabilities, and
$1.6 billion in total stockholders' equity.

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

Total debt increased $208 million during the first quarter due
principally to the normal seasonal working capital needs and the
acquisition of a regional uniform company.

During the first quarter of fiscal 2007, the company borrowed
$125 million under its U.S. and Canadian credit facility to repay
the company's 7.10% notes that matured on Dec. 1, 2006.

At Dec. 29, 2006, there was approximately $330 million of unused
committed credit availability under the company's U.S. and
Canadian credit facility.  As of Dec. 29, 2006, there was
approximately $516 million outstanding in foreign currency
borrowings.

                        About Aramark Corp.

Headquartered in Philadelphia, Pennsylvania, Aramark Corporation
(NYSE: RMK) -- http://www.aramark.com/-- is a professional  
services organization, providing food services, facilities
management, hospitality services, and uniforms and career apparel
to health care institutions, universities and school districts,
stadiums and arenas, businesses, prisons, senior living
facilities, parks and resorts, correctional institutions,
conference centers, convention centers, and public safety
professionals around the world. Aramark has approximately 240,000
employees serving clients in 18 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Moody's Investors Service affirmed the Ba3 rating on Aramark
Corp.'s proposed $4.15 billion secured term loan and B3 rating on
the company's $1.78 billion of proposed senior notes.


ASSET BACKED: Fitch Cuts Series 2003-HE3 Cl. M5 Cert. Rating to BB
------------------------------------------------------------------
Fitch has taken rating actions on Asset Backed Securities
Corporation's mortgage-pass through certificates:

Series 2001-HE2:

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

Series 2001-HE3:

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

Series 2002-HE1:

   -- Class M1 affirmed at 'AA+';
   -- Class M2 affirmed at 'A+';
   -- Class B affirmed at 'BBB-'.

Series 2003-HE2:

   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-'
   -- Class M-4 affirmed at 'BBB';
   -- Class M-5 rated 'BBB-', placed on Rating Watch Negative.

Series 2003-HE3:

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

Series 2003-HE4:

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

Series 2003-HE5:

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

Series 2003-HE6:

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


Series 2003-HE7:

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

Series 2004-HE1:

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

Series 2004-HE2:

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

Series 2004-HE3:

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

Series 2004-HE5:

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

Series 2004-HE6:

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

Series 2004-HE7:

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

Series 2004-HE8:

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

Series 2004-HE10:

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

Series 2005-HE1:

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

Series 2005-HE2:

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

Series 2005-HE3:

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

Series 2005-HE4:

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

Series 2005-HE5:

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

Series 2005-HE6:

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

Series 2005-HE7:

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

The collateral in all of the transactions listed above consists of
15 to 30-year fixed-rate and adjustable-rate mortgages primarily
secured by first- and second-liens on one to four-family
residential properties.  The majority of the loans were originated
by New Century, Long Beach, Option One, and WMC Mortgage Corp.  
The servicers include Ocwen Financial Corp., Option One Mortgage
Corp., Litton Loan Servicing LP Select Portfolio Servicing, HomEq
Servicing Corp., Saxon Mtge. Services, Wells Fargo Home Mortgage,
and Countrywide Home Loans, Inc.

The affirmations reflect a satisfactory relationship of credit
enhancement to future loss expectations.  The upgrades reflect an
improvement in the relationship of CE to future expected losses.

The downgrade of Class M5 for series 2003-HE3 reflects
deterioration in the relationship between the bond's CE and future
loss expectations, and affects approximately $2.06 million in
outstanding certificates.  Due to the transaction's relatively
large 60+ delinquency buckets, the expected loss on the remaining
pool is creating negative rating pressure on the class M5 bond.
Losses have exceeded excess spread for three of the past six
months and are expected to continue to do so.  Once the
overcollateralization hits its floor of $3,033,762 the OC amount
is projected to decline below its target amount.

The classes placed on Rating Watch Negative show signs of
increasing credit risk, posing a potential threat to subordinate
bonds.  Losses in excess of monthly spread have caused OC in these
transactions to drop below required levels.  Potential losses
associated with the delinquent pipeline may exceed monthly excess
spread and OC in future periods, causing write-downs on the more
subordinate bonds.

For series 2001-HE2 and 2001-HE3, the transactions are 66 months
and 63 months seasoned and have pool factors of approximately 6%
and 5%. The cumulative losses are 2.92% and 1.95%; and the 60+
delinquencies are 29.17% and 34.72%.

For series 2002-HE1, the transaction is 59 months seasoned; has a
pool factor of 7%; cumulative losses of 2.52%; and 60+ delinquency
of 29.9%.

For the 2003 vintage, the transactions are seasoned at a range of
36 to 44 months; the pool factors range from 9% to 18%; the
cumulative losses range from 0.56% to 1.18%; and the 60+
delinquencies range from 13.89% to 30.98%.

For the 2004 vintage, the transactions are seasoned at a range of
24 to 35 months; the pool factors range from 15% to 34%; the
cumulative losses range from 0.22% to 0.83%; and the 60+
delinquencies range from 11.3% to 21.98%.

For the 2005 vintage, the transactions are seasoned at a range of
17 to 23 months; the pool factors range from 33% to 85%; the
cumulative losses range from 0.11% to 0.78%; and the 60+
delinquencies range from 9.01% to 11.09%.


ATARI INC: Reports $47.3 Mil. Net Revenue in Quarter Ended Dec. 31
------------------------------------------------------------------
Atari Inc.'s net revenue for the quarter ended Dec. 31, 2006, was
$47.3 million versus $100 million in the comparable year-earlier
period.  Publishing net revenue was $46 million versus
$81.6 million in the prior year, while distribution revenue was
$1.3 million versus $18.4 million in the comparable year-earlier
period.

Net loss for the fiscal 2007 third quarter was $0.7 million
compared to a net loss of $4.8 million in the year-earlier period.  
Income from continuing operations for the third quarter of fiscal
2007 was $1.7 million compared to a loss from continuing
operations of $2.3 million in fiscal 2006.

Net revenue for the nine-month period ended Dec. 31, 2006, was
$95.3 million versus $162.2 million in the comparable year-earlier
period.  Publishing net revenue was $78.8 million, versus
$116.6 million in the prior nine-month period, while distribution
revenue was $16.5 million, versus $45.6 million in the comparable
year-earlier period.

Net loss for the nine-month period was $7.5 million compared to
net loss of $62.8 million in the year-earlier period.  Loss from
continuing operations for the nine-month period of fiscal 2007 was
$12.4 million compared to a loss of $54.8 million in fiscal 2006.

"Atari continues to focus on improving product quality and
is committed to growing shareholder value. Specifically, Never
Winter Nights 2, Dragon Ball Z: Budokai Tenkaichi 2 and Test
Drive Unlimited achieved our targets of quality and market place
acceptance on a global basis," stated David Pierce, President
and Chief Executive Officer of Atari.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2006,
Deloitte & Touche LLP expressed substantial doubt about Atari,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the for the fiscal years ended
March 31, 2006 and 2005.  The auditing firm pointed to Atari's
significant operating losses and the expiration of its line of
credit facility.

                         About Atari Inc.

New York-based Atari, Inc. (Nasdaq: ATAR) -- http://www.atari.com/
-- develops interactive games for all platforms and is one of the
largest third-party publishers of interactive entertainment
software in the U.S.  The Company's 1,000+ titles include
franchises such as The Matrix(TM) (Enter The Matrix and The
Matrix: Path of Neo), and Test Drive(R); and mass-market and
children's franchises such as Nickelodeon's Blue's Clues(TM) and
Dora the Explorer(TM), and Dragon Ball Z(R).  Atari Inc. is a
majority-owned subsidiary of France-based Infogrames Entertainment
SA (Euronext - ISIN: FR-0000052573), an interactive games
publisher in Europe.


ATLANTIC & WESTERN: S&P Assigns Default Rating to Senior Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its senior secured debt
ratings on Atlantic & Western Re Ltd.'s Class A notes to 'D' from
'BB' and Class B notes to 'D' from 'B'.

At the same time, Standard & Poor's revised its senior secured
debt rating on Atlantic & Western Re II Ltd.'s Class B notes to
'CCC' from 'BB+'.

"The ratings on Atlantic & Western Re Ltd.'s notes were revised
due to PXRE Reinsurance Ltd.'s (PXRE), the ceding insurer in the
transaction, failure to make the quarterly premium payment due on
Feb. 8, 2007," said Standard & Poor's credit analyst Gary
Martucci.  The premium payment is needed to make the quarterly
interest payment due to noteholders.

The 8-K report filed by PXRE Group Ltd. on Feb. 9, 2007, stated
that the Board of Directors concluded it was unlikely that PXRE
Group Ltd. would ultimately pursue a strategic alternative that
would allow it to utilize the coverage available under the
Reinsurance Agreement in light of the extremely high attachment
point under the Reinsurance Agreement.

Based on the 8-K information filed on Feb. 12, 2007, by PXRE Group
Ltd., management has indicated they expect to make the Feb. 8
premium payment on May 8, 2007, as well as the scheduled premium
payment due on May 8 and the early termination event premium.

The principal needed to redeem the notes is held in a collateral
account.  It is expected that the outstanding principal amount
will be redeemed in full upon the early amortization.

Although Standard & Poor's recognizes management's intention to
make the payments required under the reinsurance agreement,
Standard & Poor's ratings also address the timeliness of the
payments.  Because the Feb. 8 payment will not be made until after
the grace period allowed under the transaction documents, the
issuer is in default of its obligations.

The revision on Atlantic & Western Re II Ltd.'s Class B notes to
'CCC' was based on Standard & Poor's interpretation of
management's intentions as set forth in the  8-K filed Feb. 9.  
It was disclosed that PXRE Group Ltd.'s board of directors may
pursue strategic alternatives that do not involve significant
catastrophe exposures.  If they do not, then it is likely that
these notes would be redeemed before the scheduled maturity.  To
effect an early redemption, PXRE would be expected to not make a
required premium payment, which would result in a default on the
notes.

This rating action does not imply that the noteholders are at
greater risk of loss.  Rather the rating action is meant to convey
that the notes are more likely to amortize early and that a
default must occur to achieve this result.


AUDIO VISUAL: S&P Junks Rating on Proposed $60 Million Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Audio Visual Services Corp.

At the same time, Standard & Poor's assigned a bank loan rating of
'B', at the same level as the corporate credit rating on AVSC, and
recovery rating of '2' to the proposed $255 million first-lien
credit facilities of subsidiary Audio Visual Services Group Inc.

The recovery rating indicates Standard & Poor's expectation of
substantial recovery, 80%-100%, of principal in the event of a
payment default.  The first-lien credit facilities consist of a
$30 million revolving credit facility due 2013 and a $225 million
term loan B due 2014.

Standard & Poor's also assigned a 'CCC+' bank loan rating, two
notches lower than the corporate credit rating on AVSC, and
recovery rating of '5' to the company's proposed $60 million
second-lien term loan due 2014.  The recovery rating
indicates an expectation of negligible recovery of principal in
the event of a payment default.

Proceeds from the transaction will be used to fund Kelso & Co.'s
acquisition of AVSC. Pro forma for the proposed transaction, total
debt outstanding was $285 million as of Sept. 30, 2006.

Long Beach, California-based AVSC is a national provider of
audiovisual services, equipment rentals, and staging and meeting
services.

"The ratings on AVSC reflect cash flow concentration in a hotel
meetings and conferences business that depends on cyclical
business travel," said Standard & Poor's credit analyst Andy Liu.

"We also see high customer concentration, meaningful commissions
paid to venue-hosting hotels, and high debt leverage and weakened
cash flow protection following the acquisition by Kelso."

These factors are partially offset by AVSC's good competitive
position and increased scale from recent service contract
additions.


AUTOCAM CORP: Moody's Places Corporate Family Rating at B3
----------------------------------------------------------
Moody's Investors Service assigned Autocam Corporation a Corporate
Family Rating of B3 and a B2, LGD-2, 26% rating on the company's
proposed first lien bank debt to be created as part of a proposed
financial restructuring.

At this time, the pre-restructuring ratings of Autocam
Corporation, including its Corporate Family Rating of Ca and
Probability of Default Rating of D, are unaffected.  Autocam is
currently in payment default under portions of its existing debt
and is seeking a financial restructuring outside of bankruptcy.  

If the restructuring is completed as currently contemplated, the
pre restructuring ratings of Autocam will be withdrawn and the
newly assigned ratings of New Autocam will be affirmed.  Because
the restructuring is currently a proposal with execution yet to
occur, Moody's is maintaining its pre restructuring ratings for
Autocam, while assigning ratings for the proposed restructured
debt under New Autocam to avoid confusion of the pre and post
restructuring ratings.

New Autocam's ratings reflect the benefits of reduced
indebtedness, improved liquidity and committed funding to complete
the company's European operational restructuring program.  The
ratings consider the company's modest scale, concentration of
business awards, and ongoing leverage.  

The ratings also reflect limited prospects for free cash flow to
develop until its French Social Plan is concluded, weak interest
coverage during this interim period, and a challenging industry
environment.  Rating outlooks for both New Autocam and existing
Autocam are stable.

Autocam did not pay interest on its subordinated notes in
mid-December, nor did it pay interest due on its second lien term
loans at the end of December.  In early January, Autocam executed
a term sheet with a subordinated note holder investor group to
recapitalize the company.  The second lien lenders entered into an
agreement with Autocam to defer their interest payment until
Feb. 28, 2007, or sooner in certain events.  At the expiration of
the payment grace period under the subordinated notes in
mid-January, cross default provisions in the existing first lien
bank documentation were tripped.  A standstill agreement with the
first lien lenders has been executed and extends until mid-March.

Under the investor proposal, a privately negotiated transaction
would be structured in which the investors would exchange
approximately $138 million of their subordinated notes for new
common shares of Autocam Corporation or a newly formed holding
company and invest in a new Payment-in-Kind preferred stock issue
of $85 million.

Substantially all existing ownership interests in Autocam would be
extinguished.  Participating subordinated note holders would
become the controlling shareholders of New Autocam.  Proceeds from
the new PIK preferred stock would be used to retire Autocam's
existing approximately $78 million of second lien debt with the
balance after fees and expenses retained as cash.  

Autocam's and Autocam France SARL's existing first lien bank
indebtedness, totaling approximately $108 million, will be
refinanced through $150 million of new bank facilities being
arranged for New Autocam.  Should the refinancing proposal close,
ratings on existing Autocam would be withdrawn and the provisional
modifier on New Autocam's ratings would be removed.  New Autocam
would not be required to file future financial statements or other
reports with the SEC.

The recent rating action was on Dec. 19, 2006, at which time
Autocam's Probability of Default Rating was lowered to D from Ca,
ratings on its first lien bank debt and subordinated notes were
confirmed, and its SGL-4 Speculative Grade Liquidity rating was
affirmed.

New Autocam's Corporate Family rating of B3 is four notches higher
than the comparable rating for Autocam pre-restructuring.  This
flows from the reduction of approximately $217 million of debt in
the new capital structure, an improved liquidity profile arising
from un-tapped revolving credit facilities of approximately
$30 million, and the provision of sufficient funding to complete
the company's Social Plan at its French subsidiaries, a critical
element in its plans for an operational turn-around.

The rating incorporates the company's modest scale of operations,
concentration of business awards, ongoing leverage and weak
quantitative metrics anticipated over the coming year.

Nonetheless, several factors provide stability to the company's
revenues. Business awards are on a multi-year basis with large
tier-1 suppliers who would face switching costs were they to
consider replacing Autocam.  Volumes are somewhat platform neutral
given the diverse customer base those tier-1 entities enjoy, and,
within its defined markets, the company has leading market shares.

The company also benefits from geographic diversification through
its presence in major global automotive markets.  The stable
outlook is supported by the committed funding New Autocam will
achieve upon the recapitalization, improved cushion under
applicable financial covenants in its bank credit facilities, and
the identification of savings/margin enhancement which its
approved Social Plan in France is expected to realize over the
intermediate term.  Should the plan take hold, New Autocam's level
of indebtedness would not change significantly over the next two
years, but stronger coverage metrics could evolve.

The B2 rating on New Autocam's and its European borrowing
subsidiary, Autocam France SARL, bank debt reflects an LGD-2, 26%
loss given default assessment.  With effectively an all bank debt
structure, a family recovery rating of 65% was assigned.  This
high family recovery rating combined with first lien status over
substantially all of the borrowers' assets, up-streamed guarantees
from certain subsidiaries, and levels of non-debt liabilities,
lifts the rating on the bank debt one notch above the Corporate
Family Rating.  However, as a consequence of the lower expected
loss rate, the PDR is impacted and is set at Caa1.  Autocam France
SARL's bank obligations will be guaranteed by New Autocam, and New
Autocam's material domestic subsidiaries and immediate holding
company parent.

Ratings Assigned:

   * Autocam Corporation

      -- Corporate Family Rating, B3;

      -- First lien term loan for $83 million, B2, LGD-2, 26%;

      -- First lien revolving credit facility for $17 million,
         B2, LGD-2, 26%;

      -- Outlook, stable; and

      -- Probability of Default Rating, Caa1.

   * Autocam Corporation France SARL

      -- Guaranteed First lien term loan for EUR equivalent of
         $37 million, B2, LGD-2, 26%; and

      -- Guaranteed First lien revolving credit facility for EUR
         equivalent of $13 million, B2, LGD-2, 26%.

Autocam Corporation, headquartered in Kentwood, Michigan, is a
manufacturer of extremely close tolerance precision-machined,
metal alloy components, sub-assemblies and assemblies, primarily
for performance and safety critical automotive applications.
Revenues in 2005 were approximately $350 million from operations
in North America, Europe, and Brazil.


AVIS BUDGET: S&P Places Corporate Credit Rating at BB+
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Avis Budget Group Inc., parent of Avis Budget Car
Rental LLC.

"The rating assignment follows Avis Budget Group's announcement on
Friday that it will now guarantee Avis Budget Car Rental's
unsecured notes," said Standard & Poor's credit analyst Betsy
Snyder.

"The ratings on both entities are the same since Avis Budget Car
Rental is the primary operating subsidiary of Avis Budget Group."

The outlook is stable.

Ratings on Avis Budget Group Inc. and its primary operating
subsidiary, Avis Budget Car Rental LLC, reflect the strong
position of the Avis and Budget car rental brands within the North
American on-airport car rental market and access to fleet
financings through asset-backed securitizations.

However, the company's global car rental operations are more
limited than those of its major competitor Hertz Corp. and its
consumer truck rental operation is approximately one-third the
size of competitor U-Haul International.  Avis Budget is the
remaining entity of Cendant Corp., after the sale and spin-off
of Cendant's other businesses were completed in August 2006.
Although the company's financial risk profile is aggressive, with
a substantial amount of debt on its balance sheet and a
significant portion of its assets secured, its financial profile
is somewhat stronger than the industry average.

Avis and Budget, which combined account for approximately 91% of
consolidated revenues, participate primarily in the on-airport
segment of the car rental industry.  Their combined market share
at U.S. airports is approximately 32%, compared with the 28% share
of their major competitor Hertz.  Other large on-airport
competitors include Vanguard Car Rental USA Holdings Inc., the
parent of the Alamo and National brands; unrated Dollar Thrifty
Automotive Group, the parent of the Dollar and Thrifty brands; and
Enterprise Rent-A-Car Co.

Avis focuses on the commercial traveler while Budget
concentrates on the leisure traveler.  The on-airport segment is
heavily reliant on airline traffic. Demand tends to be cyclical,
and can also be affected by global events such as wars, terrorism,
and disease outbreaks.

Avis Budget's credit ratios are not expected to improve materially
over the near to intermediate term.  Incremental debt to purchase
new vehicles will offset increasing cash flow. If the company were
to reduce debt or add equity to its capital structure, the outlook
could be revised to positive.  An outlook revision to negative is
considered less likely, absent a general downturn in the car
rental industry.


BERTRAND CHAFFEE: Wants April 8 to File Schedules and Statements
----------------------------------------------------------------
The Bertrand Chaffee Hospital and its debtor-affiliate, Jennie B.
Richmond Chaffee Nursing Home Company Inc., ask the United
State Bankruptcy Court for the Western District of New York to
extend, until April 8, 2007, the period within which they can file
their schedules of assets and liabilities, and statement of
financial affairs.

The Debtors tell the Court that the 15-day automatic extension
is not sufficient for them to complete their schedules and
statement.  In addition, the Debtors' limited staff to perform
the required internal review of its business also prompted the
extension request.

Headquartered in Springville, New York, The Bertrand
Chaffee Hospital and its debtor-affiliate, Jennie B. Richmond
Chaffee, Nursing Home Company, operates hospital facilities and
serves a rural population of 55,000 people in approximately 525
square miles in a three county area of Erie, Wyoming and
Cattaraugus counties.  The Debtors filed for Chapter 11 protection
on Feb. 7, 2007 (Bankr. W.D. NY Case No. 07-00470).  Gary M.
Graber, Esq., and Julis S. Kreher, Esq., at Hodgson Russ LLP,
represent the Debtors in their restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtors' bankruptcy proceedings.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


BERTRAND CHAFFEE: Selects Hodgson Russ LLP as Counsel
-----------------------------------------------------
The Bertrand Chaffee Hospital and its debtor-affiliate,
Jennie B. Richmond Chaffee Nursing Home Company Inc., ask the U.S
Bankruptcy Court for the Western District of New York for
permission to employ Hodgson Russ LLP as their counsel.

Hodgson Russ will:

     a. advise the Debtors of its rights, powers, and duties as
        debtors and debtor-in-possession continuing to operate and
        manage their business and properties under chapter 11 of
        the Bankruptcy Code;

     b. prepare, on behalf of the Debtors, any necessary and
        appropriate applications, motions, draft orders, other
        pleadings, notices, schedules and other documents, and
        reviewing financial and other reports to be filed in these
        chapter 11 cases;

     c. advise the Debtors concerning, and preparing responses to,
        applications, motions, other pleadings, notices and other
        papers that may be filed and served in these chapter 11
        cases;

     d. advise the Debtors with respect to, and assisting in the
        negotiation and documentation of, financing agreements,
        debt and cash collateral orders and related transactions;

     e. review the nature and validity of any liens asserted
        against the Debtors' property and advising the Debtors
        concerning the enforceability of the liens;

     f. advise the Debtors regarding their validity to initiate
        actions to collect and recover property for the benefit of
        their estates;

     g. counsel the Debtors in connection with the formulation,
        negotiation and promulgation of a plan or plans of
        reorganization and related documents;

     h. advise and assist the Debtors in connection with any
        potential property dispositions;

     i. advise the Debtors concerning executory contract and
        unexpired lease, assumptions, assignments and rejections
        and lease restructuring and recharacterizations;

     j. assist the Debtors in reviewing, estimating and resolving
        claims asserted against the Debtors' estates;

     k. commence and conduct any and all litigation necessary or
        appropriate to assert rights held by the Debtors, protect
        assets of the Debtors' chapter 11 estates or otherwise
        further the goal of completing the Debtors' successful
        reorganization;

     l. provide general corporate, litigation, regulatory and
        other non-bankruptcy services as requested by the Debtors;     
        and

     m. appear in Court on behalf of the Debtors as needed in
        connection with the foregoing and otherwise;

     n. perform any other necessary or appropriate legal services
        in connection with these chapter 11 cases for or on behalf
        of the Debtors.

The Debtors' application did not disclose the billing rates of the
firm's professionals.  The Debtors, however, agreed to pay the
firm on an hourly basis for this engagement.

To the best of the Debtors' knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Springville, New York, The Bertrand
Chaffee Hospital and its debtor-affiliate, Jennie B. Richmond
Chaffee, Nursing Home Company, operates hospital facilities and
serves a rural population of 55,000 people in approximately 525
square miles in a three county area of Erie, Wyoming and
Cattaraugus counties.  The Debtors filed for Chapter 11 protection
on Feb. 7, 2007 (Bankr. W.D. NY Case No. 07-00470).  Gary M.
Graber, Esq., and Julis S. Kreher, Esq., at Hodgson Russ LLP,
represent the Debtors in their restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtors' bankruptcy proceedings.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


BIG BLUE: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Big Blue Corporation
        P.O. Box 6616
        Caguas, PR 00826-6616

Bankruptcy Case No.: 07-00653

Chapter 11 Petition Date: February 12, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada
                  Law Office of Carlos Rodriguez Quesada
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  Fax: (787) 724-2463

Total Assets: $2,464,411

Total Debts:    $958,985

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Angel L. Perez, President        Capital Loan          $102,000
Urb. Montehiedra                 to Corporation
Guaraguao 144
San Juan, PR 00926

Environmental Quality                                   $85,000
Board-ELA PR
P.O. Box 11488
San Juan, PR 00910

Ford Credit                      Vehicle Lease          $52,537
P.O. Box 364189
San Juan, PR 00936-4189

Doral Bank                       Credit Line            $41,525
Plaza Bairoa Branch
Carr. #1 Zona Industrial
Villa Blanca
Caguas, PR 00725

Banco de Desarrollo Economico    Business               $37,344
P.O. Box 2134                    Machinery Loan
San Juan, PR 00922-2134

Ryder                            Vehicle Lease          $36,800
P.O. Box 2542
Toa Baja, PR 00951-2542

EuroBank                         Business Loan          $21,282
P.O. Box 191009
San Juan, PR 00919-1099

Alco High Tech Container         Equipment Supply       $18,728
P.O. Box 90000 PMB 3028
Corozal, PR 00783

Interspace Ind. Corp.            Property Lease         $18,473
P.O. Box 5864
Caguas, PR 00726

First Leasing                    Vehicle Lease          $17,546
P.O. Box 11852
San Juan, PR 00910-1852

Aramburo ESSO Services           Fuel                   $16,355
Carr. 189 Km. 2.6
Salida a Gurabo
Caguas, PR 00726

Light Gas Corp.                  Gas                    $13,141
P.O. Box 1155
Salinas, PR 00751

Banco Popular de Puerto Rico     Credit Line            $11,800
San Alfonso Branch
Caguas, PR

Lcda. Rosa Echevarria            Services                $8,750
212 La Serrania
Caguas, PR 00725

Placido Gonzalez                 Real Property           $8,596
P.O. Box 1151                    Rental
Caguas, PR 00726

Progressive Finance & Investment Insurance Financing     $8,483
P.O. Box 42004
San Juan, PR 00940

San Miguel Corp.                 Promotions              $7,880
Sabanera del Rio #402
Camino Las Trinitarias
Gurabo, PR 00778

AEE                              Utilities               $7,364
P.O. Box 363508
San Juan, PR 00936-3508

CRIM                             Municipal Taxes         $7,118
P.O. Box 195387
San Juan, PR 00919-5387


C&C APARTMENT: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: C & C Apartment Complex, LLC
        3251 Steiner Street
        San Francisco, CA 94123

Bankruptcy Case No.: 07-30171

Chapter 11 Petition Date: February 13, 2007

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Michael Heath, Esq.
                  3251 Steiner Street
                  San Francisco, CA 94123
                  Tel: (415) 931-4207

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Pacific Manor                            $1,875,000
1228 Grauwyler Road
Irving, TX 75061

Azelea Plaza                               $510,000
826 Blaylock Drive
Dallas, TX 75203

Stanley Lee                                $150,000
P.O. Box 5356
Oakland, CA 94605

Dallas County Taxes                         $68,725

Whorton Insurance                           $34,000

TXU Energy                                  $31,552

Irving Water Utilities                      $30,000

Eagle Electric                               $6,000

Ronald Smeberg                               $3,000

Law Offices of Michael Heath                 $3,000

Atmos Energy Corp.                           $1,800

Duncan Disposal                              $1,100

Verizon                                        $544

Hocutt, Inc.                                   $520

Sprint                                         $460

The Envirotrol Company, Inc.                   $400

JBeans Call Plus                               $216


CALPINE CORP: Axford Consulting Wants $1.44 Mil. Commission Paid
----------------------------------------------------------------
Axford Consulting LP asks the U.S. Bankruptcy Court for the
Southern District of New York to allow and compel payment
of an administrative priority expense claim for its 3% commission
of $1,440,000 from Calpine Corp. and its debtor-affiliates' sale
of certain turbine equipment to Consorcio Pacific Rim Energy
Yucal Place HTE for $48,000,000.

Axford Consulting is in the business of brokering sales of
turbine generator equipment and providing consulting services
regarding the turbine generator industry.  Mark Axford is the
majority owner and limited partner of Axford Consulting.

W. Timothy Miller, Esq., at Taft, Stettinius & Hollister LLP, in
Cincinnati, Ohio, relates that prior to the Debtors' bankruptcy
filing, the Debtors engaged Axford Consulting to sell several
excess turbines.  In February 2005, Mr. Axford was contacted by
David Whisenhunt at Wood Group Power Solutions, an installer of
turbine equipment, who inquired whether Axford Consulting could
locate three turbine units for the Wood Group to sell to Pacific
Rim.

Accordingly, Mr. Axford inquired from the Debtors whether they
had any turbine equipment available to sell to an unnamed
purchaser.  In response, the Debtors stated that they had
turbines not in use and are interested in selling them.

According to Mr. Miller, Axford Consulting and the Debtors had an
oral agreement that Axford Consulting would introduce the Debtors
to agents of Pacific Rim and that Axford Consulting would serve
at the Debtors' direction as an intermediary to facilitate
negotiations between the parties for the sale of three Siemens
Westinghouse 501FD-2 Econopac turbine generators.  In exchange,
the Debtors agreed to pay Axford Consulting a 3% commission of
the sale price if they ultimately sold the subject turbine
generators to Pacific Rim.

The Debtors later commented that the 3% commission was high and
that it should be lowered.  Axford Consulting didn't consent to
the proposed reduction of the commission, Mr. Miller notes.

Mr. Axford then received a proposal from the Debtors for the sale
of three turbine generator sets to Pacific Rim for $57,000,000,
and for the parties to enter into a long term service agreement
with an estimated annual value to the Debtors of $4,000,000.  
However, in March 2005, the Pacific Rim negotiations came to an
end due to the parties reaching an impasse on the sale price,
allocation of the transportation costs, the duration of the long
term service agreement, and any spare parts requirement, Mr.
Miller relates.

By October 2006, the Debtors served Axford Consulting with a
Notice for the sale of certain turbines.  The Sale Notice did not
identify the buyer or the type of equipment being auctioned, Mr.
Miller points out.

The Sale Notice did not disclose that the Turbines that were the
subject of the earlier negotiations that Axford Consulting
initiated between Pacific Rim and the Debtors were the equipment
proposed to be sold and that Axford Consulting would not be
entitled to any commission, Mr. Miller informs the Court.

Mr. Miller asserts that Axford Consulting has provided a benefit
to the Debtors' estate for which it has not been compensation and
with respect to which the Debtors failed to inform the Court upon
seeking the Court's approval to sell the Turbines to Pacific Rim.  
Thus, Axford is entitled to an allowed administrative expense
claim for $1,440,000 and the prompt payment of the claim, Mr.
Miller maintains.

Mr. Miller argues that applying either Texas or California law, a
contract for a commission on the sale of goods is outside of the
statute of frauds and does not need to be in writing to be
enforceable.  Furthermore, the Debtors clearly recognized Axford
Consulting as its intermediary given the number of phone calls
and e-mails going back and forth between the parties regarding
Pacific Rim, Mr. Miller adds.

                     About Calpine Corporation

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


CALPINE CORP: Wants Court's OK to Pay $23 Mil. to Greenfield Plan
-----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's permission to make
an additional $23,000,000 contribution to the non-recourse project
level financing for Greenfield Energy Center LP.

The Court previously authorized the Debtors to take all actions
necessary to effectuate the Greenfield Project.  Intervening
events, however, have delayed closing of the Greenfield Financing
Transaction:

   1. Calpine Energy Services Canada, Ltd., a Canadian Debtor and
      50% shareholder in the General Partner, has refused to
      transfer its ownership interest to another wholly owned
      Calpine entity or pledge its ownership interest to the
      project lenders as required under the project financing
      documents.

   2. The Canadian Debtors have filed an avoidance action in the
      Court of Queen's Bench of Alberta, alleging that the U.S.
      Debtors' limited partnership interest had been transferred
      for insufficient consideration prepetition.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in New York,
relates, that the U.S. and Canadian Debtors are in discussions to
reach a global resolution of all cross-border issues including
issues related to the Greenfield Project.

Pending resolution of the issues, the Debtors are required to
inform Mitsui & Co., Ltd., its joint venturer, whether they
intend to make an additional capital contribution of up to
$23,000,000, on or before March 5, 2007, or risk the dilution of
its 50% ownership interest in the Greenfield Project.

The Debtors must make the additional $23,000,000 capital
contribution within 10 business days after March 5, 2007, to
prevent dilution, according to Mr. Seligman.

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


CENTENNIAL COMMS: Amends Credit Agreement to Lower Borrowing Cost
-----------------------------------------------------------------
Centennial Communications Corp. has amended its senior secured
credit facility, lowering the interest rate on term loan
borrowings by 25 basis points through a reduction in the LIBOR
spread from 2.25% to 2.00%.  As of Nov. 30, 2006, Centennial had
$550.0 million of term loan borrowings outstanding under its
senior secured credit facility.

"This amendment is an important milestone as we renew our
commitment to deleveraging and improve our financial flexibility
and strength," Michael J. Small, Centennial's chief executive
officer, said.

Headquartered in Wall, New Jersey, Centennial Communications
Corp. (NASDAQ: CYCL) -- http://www.centennialwireless.com/--    
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 387,500
access lines and equivalents.  The US business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe and an affiliate of
the Blackstone Group are controlling shareholders of Centennial.

                          *     *     *

Centennial Communications' 10% Senior Floating Rate Notes due 2013
carry Moody's Investors Service's Caa1 rating, Standard & Poor's
CCC rating and Fitch's CCC rating.


CENVEO CORP: Moody's Holds B1 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service confirmed the B1 corporate family rating
of Cenveo Corporation and assigned a Ba3 rating to its proposed
senior secured bank facility intended to fund the acquisition of
Cadmus Communications Corporation for approximately $430 million.

Moody's also changed LGD assessments on Cenveo debt securities to
reflect the proposed liability structure in accordance with
Moody's Loss Given Default Methodology and confirmed all other
existing Cenveo ratings.

The ratings outlook is negative.

The action concludes the Cenveo review for downgrade, which
commenced December 27 following Cenveo's plan to acquire Cadmus.
Ratings for Cadmus remain on review for downgrade; Moody's will
withdraw Cadmus ratings upon close of the proposed transaction and
repayment of existing Cadmus debt.

The B1 corporate family rating incorporates high financial risk of
the combined entity, industry concerns, and Cenveo's acquisitive
management.  However, the successful track record of cost
reduction, good liquidity and a modestly improved business profile
pro forma for the acquisition support the rating.  Furthermore,
Moody's believes the proposed credit agreement will curtail
incremental sizeable acquisitions over the intermediate term,
until Cenveo's leverage has declined.

The negative outlook incorporates the potential for continued
debt-financed acquisitions and Moody's concerns that Cenveo may be
unable to translate its margin improvements into positive free
cash flow.  

Historically, high cash restructuring costs and negative working
capital movements have delayed the expected transition to free
cash flow.  The outlook would likely revert to stable with a clear
trajectory toward sustained positive free cash flow and a less
acquisitive track record.  The rating anticipates continued
moderate sized, leverage accretive acquisitions.  Such
acquisitions would not necessarily constrain Cenveo from achieving
a stable outlook, provided integration necessitated limited cash
restructuring and the acquired entities contributed positive cash
flow.  The pace, number, and magnitude of future acquisitions will
continue to influence the rating.

These are the rating actions:

   * Cenveo Corporation

      -- Corporate Family Rating, Confirmed at B1;

      -- Senior Secured Bank Credit Facility, Assigned Ba3, LGD3,
         35%;

      -- Senior Subordinated Notes, Confirmed at B3, LGD 5, 87%;
         
      -- Senior Unsecured Notes, Confirmed at B2, LGD 5, 73%; and

      -- Outlook, Changed To Negative From Rating Under Review

Headquartered in Stamford, Connecticut, Cenveo Corporation is a
leading provider of envelopes, offset and digital printing
services, and printed office products with annual revenue of
approximately $1.6 billion.

Headquartered in Richmond, Virginia, Cadmus Communications
Corporation provides end-to-end integrated graphic communications
and content processing services to professional publishers, not-
for-profit societies, and corporations.  Its annual revenue is
approximately $450 million.


CERES CHRISTIAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ceres Christian Terrace
        1859 Richard Way
        Ceres, CA 95307

Bankruptcy Case No.: 07-90149

Chapter 11 Petition Date: February 13, 2007

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtor's Counsel: David C. Johnston, Esq.
                  1020 15th Street, Suite 10
                  Modesto, CA 95354-1132
                  Tel: (209) 578-9009
                  Fax: (209) 578-5909

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


CLAYMONT STEEL: Prices Private Offering of $105 Mil. Senior Notes
-----------------------------------------------------------------
Claymont Steel Inc., a wholly owned subsidiary of Claymont Steel
Holdings Inc., has priced its private offering of $105 million
aggregate principal amount of senior notes due 2015 at an annual
interest rate of 8.875%.  The Notes offering was part of a
refinancing of the company's existing debt.

The company intended to use the net proceeds of both the Notes
offering and its new $80 million senior secured revolving credit
facility to redeem the company's outstanding senior secured
floating rate notes due 2010, redeemable at 103% of the
outstanding principal amount thereof, plus payment of accrued and
unpaid interest.  The aggregate redemption price of the notes on
Feb. 28, 2007 would be $186.2 million.  Upon completion of the
refinancing and the redemption of the existing senior notes, the
company expected its annual interest expense to be reduced by
$8 million.

                       About Claymont Steel

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

                          *     *     *

Claymont Steel Inc.'s 8-7/8% Senior Notes due 2015 carry Moody's
Investors Service's B3 rating and Standard & Poor's CCC+ rating.


CMS ENERGY: Pending Asset Sales Cue S&P's BB Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit ratings on CMS Energy Corp. and its main subsidiary,
Consumers Energy Co., on CreditWatch with positive implications.

The rating action follows a series of steps that CMS has
implemented to strengthen credit quality, including the sale of
Panhandle Eastern Pipeline in 2003, the suspension of its common
dividend in 2003, and pending asset sales for more than
$1 billion.

"These actions are consistent with CMS' strategy to focus on North
American properties, primarily its Consumers Energy utility," said
Standard & Poor's credit analyst Ralph A. DeCesare, CFA.

Expected proceeds from the reported sales of noncore assets will
help pay down parent company debt and improve overall credit
metrics.

Standard & Poor's intends to resolve the CreditWatch listing after
examining CMS' business plan in further detail, particularly its
focus on core utility Consumers Energy, the size of and commitment
to any noncore investments, and its financial structure going
forward.


CNET NETWORKS: Debt Payment Prompts S&P to Withdraw Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services removed its 'CCC+' corporate
credit and other ratings on CNET Networks Inc. from CreditWatch
where they had been placed with developing implications on Oct.
20, 2006.  Standard & Poor's then withdrew its ratings.  

The actions were taken after the company repaid its $125 million
0.75% senior convertible notes due 2024 using cash on hand and
bank debt.  Bond trustees had accelerated the maturity on the
convertible notes because CNET failed to file its quarterly
reports with the SEC.


CNET NETWORKS: Files Amended 2005 Annual Report with SEC
---------------------------------------------------------
CNET Networks Inc. has filed with the United States Securities and
Exchange Commission an amended annual report on Form 10-K/A for
the year ended Dec. 31, 2005.

The company amended its Annual Report for the year ended Dec. 31,
2005, as filed on March 16, 2006, to restate its consolidated
financial statements for the years ended Dec. 31, 2005, 2004 and
2003 and the related disclosures.

The amended Annual Report also includes the restatement of
selected consolidated financial data as of and for the years ended
Dec. 31, 2005, 2004, 2003, 2002 and 2001, and the unaudited
quarterly financial data for each of the quarters in the years
ended Dec. 31, 2005 and 2004.

The company's decision to restate its financial results was based
on the results of an independent review of its stock option
accounting that was conducted under the direction of a special
committee of the Board of Directors established in May 2006.  The
corrections to the accounting for non-cash stock compensation
expense for stock options resulted in a reduction in previously
reported income before income taxes of $6.3 million and
$9.0 million for the years ended Dec. 31, 2005 and 2004,
respectively.  The corrections to the accounting for non-cash
stock compensation expense for stock options resulted in an
increase in the loss before income taxes of $8.1 million,
$22.6 million and $18.4 million for the years ended Dec. 31, 2003,
2002 and 2001, respectively.

In connection with the restatement of stock compensation expense,
the company is also restating the pro forma disclosures for stock
compensation expense required under Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based
Compensation.

In connection with the restatement, the company has made certain
additional adjustments to its historical consolidated financial
statements.  These items were not previously recorded because in
each case, and in the aggregate, the underlying errors were not
considered material to our consolidated financial statements.

The adjustments consisted of: reclassifications of certain foreign
transactional taxes on the company's consolidated statements of
operations and other tax reclassifications on its consolidated
balance sheets; and other adjustments to operating expenses for
previously known errors and corrections to its provision for
income tax resulting from computational errors.  

The adjustments resulted in reductions to previously reported
income before income taxes of $1.7 million and $0.6 million for
the years ended Dec. 31, 2005 and 2004, respectively, and in
reductions to previously reported loss before income taxes of
$0.2 million and $0.4 million for the years ended Dec. 31, 2003,
and 2002, respectively.  The effect of these adjustments on
previously reported loss before income taxes for the year ended
Dec. 31, 2001 was negligible.

                         Restated Results

For the year ended Dec. 31, 2005, CNET Networks' net income rose
to $19,583,000 from net income of $1,839,000 in the prior year.    

Total revenues for the period also increased to $354,209,000 from
total revenues of $291,967,000 in the year ended Dec. 31, 2004.

The company's balance sheet at Dec. 31, 2005, showed total assets   
of $455,566,000, total liabilities of $203,030,000, and total
stockholders' equity of $252,536,000.     

Full-text copies of the company's restated financial statements
for the year ended Dec. 31, 2005, are available for free at:

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

                     About CNET Networks Inc.

Headquartered in San Francisco, Calif., CNET Networks Inc.
(Nasdaq: CNET) -- http://www.cnetnetworks.com/-- is an
interactive media company that builds brands for people and the
things they are passionate about, such as gaming, music,
entertainment, technology, business, food, and parenting.  The
Company's leading brands include CNET, GameSpot, TV.com,
MP3.com, Webshots, CHOW, ZDNet and TechRepublic.  Founded in
1993, CNET Networks has a strong presence in the US, Asia and
Europe including Russia, Germany, Switzerland, France and the
United Kingdom.

                          *     *     *

On Oct. 23, 2006, Standard & Poor's Ratings Services lowered its
ratings on CNET Networks Inc., including lowering the corporate
credit rating to 'CCC+' from 'B', and placed the ratings on
CreditWatch with developing implications.


COLLINS & AIKMAN: Judge Rhodes Okays Beringea as Investment Banker
------------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan authorized Collins & Aikman Corp.
and its debtor-affiliates to employ Beringea LLC as investment
banker, nunc pro tunc to Dec. 8, 2006.  

Notwithstanding anything to the contrary in the Bankruptcy Code,
the Bankruptcy Rules, the Local Rules, any Court orders or
guidelines regarding submission and approval of fee applications,
Beringea is not required to maintain time records for services
rendered.

The Troubled Company Reporter on Feb. 8, 2007, relates that as
part of the Debtors' sale process, Beringea will assist in
marketing and selling different and unrelated assets in the
Plastics business.  

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

Specifically, Beringea will:

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

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

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

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

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

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

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

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

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

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

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Wants to Take Part in Pine River's DIP Facility
-----------------------------------------------------------------  
Collins & Aikman Corp. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to be a participating customer in the debtor-in-
possession financing facility of Pine River Plastics Inc., and to
enter into a subordinated participation agreement and inter-
customer agreement.

Before filing for bankruptcy, Pine River Plastics supplied  
automotive parts to the Debtors for incorporation in the end-
production of various automobiles manufactured by certain of the  
Debtors' major original-equipment-maker customers, including  
DaimlerChrysler Corp. and General Motors Corp.  Pine River is a  
critical supplier of the Debtors; it supplies the automotive  
parts on a just-in-time basis.

Pine River sought Chapter 11 protection on Feb. 1, 2007,  
presently pending before Judge Phillip J. Shefferly in the U.S.  
Bankruptcy Court for the Eastern District of Michigan, Southern  
Division.  To fund its postpetition operations, Pine River has  
entered into a debtor-in-possession credit facility with PNC  
Bank, N.A.  As a condition to obtaining the DIP Financing  
Facility, certain customers, each representing over 5% of Pine  
River's annual business, including the Debtors, were required to  
participate in the DIP Financing Facility, and, inter alia, enter  
into the subordinated participation agreement.

Patrick J. Kukla, Esq., at Carson Fischer, P.L.C., in Bloomfield  
Hills, Michigan, tells the Court that if the Debtors do not  
participate and enter into the Subordinated Participation  
Agreement and a related inter-customer agreement, Pine River will  
cease to produce automotive parts for the Debtors.  The Debtors'  
estates could incur substantial damage claims from DCC and GM, he  
warns.

In consideration of the Debtors' agreement to participate and  
enter into the two agreements, Pine River and its Lender agreed  
to enter into an access agreement, which provides the Debtors,  
and the other participating Customers, with the right to access  
Pine River's facility, if Pine River defaults, to ensure  
production of the automotive parts.  

A copy of the Access Agreement is available for free at:

               http://ResearchArchives.com/t/s?19c8

By participating in the DIP Financing Facility, the Debtors agree  
to provide certain credit enhancements:

   (a) reconciliation and payment of net prepetition accounts and
       an agreement not to assert consequential damages with
       respect to prepetition accounts;

   (b) a limitation of set-offs against prepetition and
       postpetition accounts;

   (c) an agreement to purchase inventory if certain events
       occur;

   (d) a change of postpetition payment terms to net seven days
       or equivalent expedited basis; and

   (e) an agreement not to resource production until Feb. 23,
       2007.

Under the Subordinated Participation Agreement, the Debtors agree  
to purchase from Lender subordinated participations in the DIP  
Financing Facility, which will be made available to Pine River as  
incremental overformula advances.

The significant terms of the Subordinated Participation Agreement  
include:

    -- The participations will be purchased and owned as  
       determined by the Intercustomer Agreement; and

    -- Unless and until the Lender's portion of the DIP loans
       have been repaid in full; all other costs, expenses and
       obligations of Pine River to the Lender have been repaid
       in full; and the Lender's commitment have been terminated,
       the Participating Customers will set off or recoup any
       amounts owed by Pine River to them on account of the
       participations against any amounts owed by the
       Participating Customers to Pine River.

A copy of the Subordinated Participation Agreement is available  
for free at http://ResearchArchives.com/t/s?19c9

The terms of the Inter-customer Agreement are:

   (x) Each Participating Customer will give at least seven days'
       prior written notice to the other Participating Customers
       of the dates on which its parts production program will be
       resourced to a new supplier, and on which the resourcing
       activities will substantially complete;

   (y) For the period before completion of their resourcing, the
       Debtors agree to fund 17.7% of Pine River's out-of-formula
       Financing needs (less the $1,400,000 to be funded by Pine  
       River's Lender) arising under its DIP Loans; and

   (z) After the Debtors' resourcing is completed, they will fund
       all incremental, identifiable labor cots of Pine River
       incurred after resourcing related to the removal of the
       Debtors' tooling and inventory.

A copy of the Intercustomer Agreement is available for free at:

               http://ResearchArchives.com/t/s?19ca

The Debtors are to be compensated for the Debtors' financial  
contributions under the DIP Financing Facility and Subordinated  
Participation Agreement, and Intercustomer Agreement, by DCC and  
GM in accordance with the Customer Agreement and corresponding  
protocol previously approved by the Court.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMMUNICATION INTELLIGENCE: Secures $600K Second Credit Facility
----------------------------------------------------------------
Communication Intelligence Corp. has established a second credit
facility with the same shareholder that provided the credit
facility it announced on Aug. 14, 2006.  The new facility, as with
the prior one, was established pursuant to a note and warrant
purchase agreement.  The terms of the agreement allow the company
to borrow, on demand, through March 31 2007, an aggregate
principal amount of up to $600,000.

Upon each draw, the company will be required to issue warrants to
purchase a pro rata number of shares of its common stock, with a
maximum number of 3,111,000 to be issued if the entire $600,000 is
drawn.  The notes will bear interest at the rate of 15% per annum
payable quarterly in cash.  The warrants will have a three-year
life and an exercise price of $0.51.

In the event the facility is not fully drawn, the company will
issue to the investor, as a standby commitment fee, a pro rata
portion of 250,000 shares of the company's common stock, based
upon the amount not drawn relative to the maximum amount available
under the facility.  The warrants will include piggyback
registration rights, for the underlying shares, to participate in
certain future registrations of the company's common stock.  The
company has fully drawn the $600,000 available on the first credit
facility.

"We decided to draw on the first facility prior to its expiration
and to establish a new facility in order to ensure a stable
transition to market take-off and self-funding operations," Guido
DiGregorio, CIC's Chairman & CEO, stated.  "I anticipate that 2007
is the year that the eSignature market will transition from a
developing market to a market in take-off.  I believe orders and
commitments in late November and December of 2006 represent
breakthrough milestones that will ultimately lead to accelerating
and sustained sales growth.

"Although virtually none of these yearend wins were revenue
recognizable in the fourth quarter, they appear to indicate that
the market take-off we have been pursuing for the past two years,
ever since our record setting financial performance in 2004, has
begun.  We fully recognized, and have now fully experienced, that
the process of getting into market take-off demands maintaining
product leadership as the market evolves through second and then
third generation products.

"I believe we have maintained our product leadership and
competitive positioning throughout 2006 by responding rapidly and
effectively to the need for multi-modal and web based offerings
and then, late last year, to a further demand for a server side
signing product that pit us against competitors whose total focus
is server side solutions.  We responded with, and won with a
fourth generation product that I believe stabilizes the product
evolution issues and opens the door to sustained sales growth.  We
continue working with our top-tier insurance and banking early
adopters, having delivered a proof of concept late last year from
which we anticipate follow-on orders we have been pursuing.

"In addition, we have strengthened our sales growth potential by
leveraging agreements with large enterprise software solution
providers.  For instance, we have established and significantly
enhanced our relationship and selling efforts with Adobe and its
channel partners.  Our partnership with Adobe, as reported in
three press releases since April of 2006, that includes joint
participation at trade shows and online seminars, has
significantly accelerated the awareness of the benefits of our
eSignature technology while leveraging joint selling efforts.  

"And, as previously disclosed in June of 2006, we won a license
agreement with IntegraSys, a business unit of Fiserv, the
$4 billion financial services solution provider that is taking
credit unions paperless with our eSignature technology and we more
recently announced an agreement licensing our entire suite of
eSignature products to Oracle.  As the largest enterprise software
company in the world, we are excited about the revenue potential
Oracle can provide through this relationship and possible
integration of our solutions within several high volume financial
services applications.

"In addition, we recently signed a strategic partnership agreement
with Cognizant, a leading provider of global IT software solutions
with revenues of $1.4 billion, to provide complete workflow
solutions for the financial services industry.  We are delighted
to be partnering with the #1 IT services company as ranked by
Business Week."

"I believe, that this credit facility achieves our objective of
keeping shareholder dilution to a minimum while having sufficient
cash available to ensure a stable transition to market take-off
and self-funding operations," Mr. DiGregorio also stated.

                            About CIC

Based in Redwood Shores, California, Communication Intelligence
Corporation (OTC Bulletin Board: CICI) -- http://www.cic.com/--  
supplies electronic signature solutions for business process
automation in the Financial Industry and a leader in biometric
signature verification.  CIC's products enable companies to
achieve paperless workflow in their eBusiness processes by
enabling them with "The Power to Sign Online(R)" with multiple
signature technologies across virtually all applications.  
Industry leaders such as AIG, Charles Schwab, Prudential,
Nationwide (UK) and Wells Fargo chose CIC's products to meet their
needs.  CIC sells directly to enterprises and through system
integrators, channel partners and OEMs.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 29, 2006,
Stonefield Josephson, Inc., expressed substantial doubt about
Communication Intelligence's ability to continue as a going
concern after it audited the company's financial statements for
the years ended Dec. 31, 2005 and 2004.  The auditing firm pointed
to the company's significant recurring operating losses and
accumulated deficit.


COMVERSE TECHNOLOGY: CEO Zeev Bregman Will Resign on March 31
-------------------------------------------------------------
Zeev Bregman, the chief executive officer of Comverse Inc., a
subsidiary of Comverse Technology Inc., has decided to leave the
company on March 31, 2007.  Yaron Tchwella, the President of
Comverse Inc.'s InSight Open Services Environment (Messaging)
Group and a 10-year veteran of the company, has been named
president and will lead Comverse Inc. after Mr. Bregman's
departure.  Mr. Bregman will work closely with Mr. Tchwella and
Comverse Technology's Board of Directors to ensure a smooth
transition.

Yaron Tchwella is a member of Comverse, Inc.'s Senior Management
team who began his tenure at Comverse, Inc. in 1997, and who has
held several senior management and product development positions.  
In 2000, he was assigned to establish Comverse, Inc.'s U.S.
Research & Development center, and in 2001 was named Vice
President of Professional Services, Americas.  In 2002, he was
named Vice President and General Manager of Comverse Americas
Services, where he was responsible for product development,
delivery and customer service in Comverse Americas.  He became
President of Comverse, Inc.'s entire messaging business in 2003.

"Zeev has led a fundamental transformation of Comverse, Inc. --
steering it through the telecom crisis, significantly increasing
revenues and building it from a narrowly focused voice mail
business into a market leading, diversified communications
software company," Mark C. Terrell, Chairman of Comverse
Technology's Board stated.  "Comverse, Inc. has become a truly
global company, with a greatly expanded customer base and a well
earned reputation for bold technological innovations.  While we
will certainly miss him, we respect his decision to leave the
company and thank him for his years of dedicated service."

"After nearly 20 years with Comverse, Inc. -- including more than
six years as CEO -- I have decided to leave the company to explore
other opportunities, as well as to spend more time with my
family," Mr. Bregman commented.  "I have enormous confidence in
our employees and our management team, and in the expertise of our
new Board of Directors.  I look forward to working with Yaron and
everyone else involved to ensure that this transition takes place
smoothly, with no effect on our services to customers or our
intense focus on delivering value to our investors.  The best
interests of the company remain my first priority."

"We are pleased that Yaron Tchwella has agreed to lead Comverse,
Inc.'s business," Mr. Terrell also said.  "Yaron is a talented,
experienced executive with a strong track record of success, deep
knowledge of our operations, products and customers and a thorough
understanding of the challenges resulting from changing industry
dynamics."

                           CEO Search

The Comverse Technology Board recently launched a search for a new
Chief Executive Officer, who will be responsible for the strategy
of Comverse Technology and the performance of its operations.

"The Comverse Technology Board is moving systematically to put new
leadership in place and to assess corporate structure and
opportunities," Mr. Terrell said.  "The new CEO will work with the
Board in its ongoing review of Comverse Technology's businesses
and areas of competitive opportunity and to effect strategies that
serve the interests of investors, customers and employees."

                    About Comverse Technology

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Standard & Poor's Ratings Services kept its 'BB-' corporate credit
and senior unsecured debt ratings on New York-based Comverse
Technology Inc. on CreditWatch with negative implications, where
they were placed on March 15, 2006.


COMVERSE TECH: To Buy $293 Mil. Pref. Stock from Verint Systems
---------------------------------------------------------------
Comverse Technology Inc. agreed to purchase up to $293 million in
perpetual preferred stock from its majority-owned Verint Systems
Inc. subsidiary, in order to finance, in part, Verint's planned
acquisition of Witness Systems for $27.50 per share, as disclosed
by Verint on Feb. 12, 2007.

"This investment advances the Comverse Technology Board's goal of
maximizing value for shareholders, while preserving the company's
flexibility on future choices regarding all of its assets," Mark
C. Terrell, Chairman of Comverse Technology's Board of Directors
stated.  "It is consistent with the Board's ongoing review of
Comverse Technology's businesses, corporate structure and areas of
competitive opportunity, and underscores the Board's commitment to
enhancing, preserving and unlocking the value of all of its
businesses and investments.  As Verint's majority shareholder, we
recognize and support the value creation potential of Verint's
strategic acquisition of Witness Systems.  Comverse Technology's
financial support of the transaction will help facilitate a
powerful combination, with significant synergies and increased
opportunities for growth."

Verint Systems is a provider of analytic software-based solutions
for security and business intelligence, and Witness Systems is a
provider of workforce optimization software and services.  The
convergence of Witness' workforce optimization and Verint's
actionable intelligence will create a broad portfolio of contact
center and enterprise performance solutions, delivering a
compelling new vision for the customer-centric enterprise.

The preferred stock investment, which will pay an initial dividend
of 4.25 per annum, subject to certain adjustments, can be offered
for resale should Comverse Technology so desire.  It will be
convertible into Verint common stock, following a vote of Verint's
shareholders to authorize issuance of underlying common shares, at
a 12.5% premium to the weighted average price of Verint's shares
during the 25 days prior to closing.  Comverse Technology's
preferred stock investment in Verint is subject to certain closing
conditions.

Deutsche Bank Securities served as exclusive financial advisor to
Comverse Technology in connection with this transaction.

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Standard & Poor's Ratings Services kept its 'BB-' corporate credit
and senior unsecured debt ratings on New York-based Comverse
Technology Inc. on CreditWatch with negative implications, where
they were placed on March 15, 2006.


CP THOMAS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: CP Charles Thomas II
        3769 Camino Cermenon
        Yorba Linda, CA 92886

Bankruptcy Case No.: 07-10399

Type of Business: The Debtor is the chief auditor at Thomas &
                  Associates Inv. Inc., which is located in
                  Beverly Hills, Calif.  He has been employed
                  in that company for six years.

Chapter 11 Petition Date: February 12, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Michael G. Spector, Esq.
                  Law Offices of Michael G. Spector
                  2677 North Main Street, Suite 320
                  Santa Ana, CA 92705
                  Tel: (714) 835-3130
                  Fax: (714) 558-7435

Total Assets: $2,172,050

Total Debts:  $1,236,549

The Debtor has no unsecured creditors who are not insiders.


CRT LAND: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: CRT Land Company Inc.
        6200 Lake Ming Road, Suite C-2
        Bakersfield, CA 93306

Bankruptcy Case No.: 07-10401

Type of Business: The Debtor develops real estate.

Chapter 11 Petition Date: February 13, 2007

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: D. Max Gardner, Esq.
                  Young Wooldridge, LLP
                  1800 30th Street, 4th Floor
                  Bakersfield, CA 93301-5298
                  Tel: (661) 327-9661

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


CSK AUTO: Asks NYSE to Extend Deadline to File Annual Report
------------------------------------------------------------
CSK Auto Corporation has submitted a request to the New York Stock
Exchange for an additional one-month extension to file its 2005
Annual Report on Form 10-K for its fiscal year ended Jan. 29,
2006.  On November 2006, the Exchange had granted the company a
four-month extension until Feb. 28, 2007, to file its 2005 Form
10-K with the Securities and Exchange Commission.

Although the company has made substantial progress in its
restatement, CSK Auto is seeking the additional one-month
extension in order to complete its restatement process.  The
company will communicate the decision of the Exchange as soon as
practicable.

CSK Auto is in the process of restating its financial statements
for each of the two fiscal years 2003 and 2004, selected
consolidated financial data for each of the four fiscal years 2001
through 2004 and interim financial information for each of its
quarters in fiscal year 2005.  These restatements are being made
to reflect matters reviewed in the course of an Audit Committee-
led investigation of accounting practices and the resulting
adjustments to prior period financial statements.

Based in Phoenix, Arizona, CSK Auto Corporation (NYSE: CAO)
-- http://www.cskauto.com/-- is the parent company of CSK Auto,  
Inc., a specialty retailer in the automotive aftermarket.  As of
Jan. 29, 2006, the Company operated 1,273 stores in 22 states
under the brand names Checker Auto Parts, Schuck's Auto Supply,
Kragen Auto Parts and Murray's Discount Auto Parts.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its B1 Corporate Family Rating for CSK Auto
Corporation.


DANA CORP: Unions Fight Proposed Management Restructuring Payments
------------------------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America and the United Steel,
Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union, AFL-
CIO, CLC, ask the U.S. Bankruptcy Court for the Southern District
of New York to approve the Unions Advisors Agreement and deny
approval of the Management Restructuring Payments.

The Unions point out that the Debtors combined two separate,
unrelated requests into one motion.

As reported in the Troubled Company Reporter on Feb. 7, 2007, the
Debtors asked the Court to:

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

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

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

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

The two requests have nothing to do with each other, Babette A.
Ceccotti, Esq., at Cohen, Weiss and Simon, LLP, in New York,
contends.  "The Debtors' consolidated motion is unfortunate to
the extent that it imparts any suggestion that the Union Advisors
Agreement is related to the proposed Management Restructuring
Payments, which it is not."

The Unions support approval of the Union Advisors Agreement.

The Unions, however, oppose approval of the proposed Management
Restructuring Payments.  

The Debtors have proposed to pay up to $3,500,000 for their
managers and consultants.  Ms. Ceccotti asserts that the Debtors
have ignored the potential consequences of implementing a payment
program for a select group of their employees while seeking
Section 1113/1114 remedies aimed squarely at the hourly employees
and retirees.  

The potential harm to employee morale and the ability to conduct
an orderly wind-down of the businesses militate strongly against
approval of the proposed pay-out program, Ms. Ceccotti
emphasizes.

Moreover, Ms. Ceccotti points out, the Debtors' proposal is
remarkably short on details, which leaves the Court with little
basis to determine whether the program is otherwise reasonable.  
The Debtors also failed to explain how they determined that
$3,500,000 was an appropriate amount or provide any details
concerning how individual payments would be determined.

                          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.  (Dana Corporation Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Unions Want Engine Biz Sale Approval to MAHLE Deferred
-----------------------------------------------------------------
The United Steel, Paper and Forestry, Rubber Manufacturing,
Energy, Allied Industrial and Service Workers International Union
and International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America do not oppose a going-
concern sale of Dana Corp. and its debtor-affiliates' engine
products business to MAHLE GmbH.  

They, however, ask the U.S. Bankruptcy Court for the Southern
District of New York to withhold approval of the proposed sale
pending discussions with MAHLE regarding its assumption of the
collective bargaining agreements, including the retiree benefits
obligations.  

The Unions also ask the Court to direct the Debtors to promptly
provide relevant information concerning the precise costs of the
retiree health and life insurance obligations for those who would
be excluded under the asset purchase agreement as currently
drafted.

The Unions have previously asked the Debtors to let any
prospective buyers bargain over any proposed changes of the
collective bargaining agreements to be affected by the sale of the
Engine Products Business.

Unfortunately, no substantive discussions regarding the assumption
of the CBAs or the issue of retiree benefit obligations pursuant
to the sale of the Engine Products Business have transpired,
Babette A. Ceccotti, Esq., at Cohen, Weiss and Simon, LLP, in New
York, tells the Court.

The Unions maintain that the Asset Purchase Agreement between the
Debtors and MAHLE GmbH did not meet the requirements of their
CBAs.  Ms. Ceccotti says that under federal labor law, the
Debtors have an obligation to bargain with the Unions in a
meaningful manner and at a meaningful time over any changes to
their CBAs.  

The Unions object to the designation of $0 as cure amount for the
CBAs governing employees at the Debtors' facilities in Caldwell,
Ohio; Muskegon, Michigan; and Franklin, Kentucky.  

Ms. Ceccotti says the Debtors have outstanding obligations of:

   -- not less than $75,300 under the Caldwell CBA;

   -- not less than $13,200 for the Muskegon CBA;

   -- at least $3,000 under the Muskegon CBA for unpaid early
      retirement match payments to certain UAW-represented
      individuals under the Dana Employees' Stock Purchase
      Program; and

   -- cure costs for the monetary obligations for life insurance
      benefits and the Muskegon individual retiree accounts for
      those retirees the APA purports to exclude from the
      assumption of liabilities in light of a breach of the CBAs.

                        Lexington Responds

Lexington Olive Branch, LLC, leases to the Debtors premises
located at 7670 Hacks Cross Road, in Olive Branch, Mississippi.  
The term of the Lease will expire in February 2016.

In December 2006, the Debtors proposed to sell their Engine
Products Group to MAHLE GmbH.  Among the assets to be transferred
by the Debtors, as part of the proposed sale, is their Lease with
Lexington.

Having assumed the Lease, the Debtors are authorized to assign
the Lease to any party after providing adequate assurance of
future performance by the assignee, Harvey Strickon, Esq., at
Paul, Hastings, Janofsky & Walker, LLP, in New York, relates.

Lexington has reviewed MAHLE's publicly available financial
statements and is satisfied that MAHLE, as an assignee of the
Lease, has the financial capability for future performance under
the Lease, Mr. Strickon says.

Lexington, however, objects to the assignment of the Lease to any
entity other than MAHLE.

Should the Debtors seek to assign the Lease to any entity other
than MAHLE, Lexington asks that it be provided with sufficient
financial information for it to evaluate that assignee's credit
worthiness and ability to perform under the Lease before the
Court approves any assignment.

                          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.  (Dana Corporation Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DAVITA INC: Intends to Offer $400 Million Senior Notes
------------------------------------------------------
DaVita Inc. intends to offer $400 million aggregate principal
amount of senior notes due in 2013.  The senior notes are part of
the same series of debt securities as the $500 million aggregate
principal amount of 6-5/8% senior notes that were issued in March
2005.

The private offering, which is subject to market and other
conditions, will be made within the United States only to
qualified institutional buyers, and outside the U.S. only to
non-U.S. investors under regulation S of the Securities Act
of 1933.

The company intends to use the net proceeds of the offering to
repay a portion of outstanding amounts under the term loan portion
of its senior secured credit facilities.

Headquartered in El Segundo, California, DaVita Inc. (NYSE: DVA)
is a leading provider of dialysis services for patients suffering
from chronic kidney failure.  The company provides services at
kidney dialysis centers and home peritoneal dialysis programs
domestically in 41 states, as well as Washington, D.C.  As of
March 31, 2006, DaVita operated or managed over 1,200 outpatient
facilities serving approximately 98,000 patients

                          *     *     *

On Nov. 11, 2006, Moody's Investors Service affirmed the company's
senior secured revolving credit facility due 2011 at Ba2; senior
secured term loan A at Ba2; and senior secured term loan B at Ba2.
The ratings outlook changed to positive from stable


DAVITA INC: Wants to Amend and Restate Senior Secured Credit Loan
-----------------------------------------------------------------
DaVita Inc. is seeking an amendment and restatement to its
existing Senior Secured Credit Facilities primarily to reduce
the margin over LIBOR that the company pays as interest under the
existing Term Loan B.

The outstanding balances on the Senior Secured Term Loan A and
Senior Secured Term Loan B are approximately $279 million and
$2,106 million, respectively.

The company also reaffirms its operating income guidance for 2006
of $690-$700 million, excluding the valuation gain on the Alliance
and Product Supply Agreement with Gambro Renal Products Inc.

Headquartered in El Segundo, California, DaVita Inc. (NYSE: DVA)
is a leading provider of dialysis services for patients suffering
from chronic kidney failure.  The Company provides services at
kidney dialysis centers and home peritoneal dialysis programs
domestically in 41 states, as well as Washington, D.C.  As of
March 31, 2006, DaVita operated or managed over 1,200 outpatient
facilities serving approximately 98,000 patients

                          *     *     *

On Nov. 11, 2006, Moody's Investors Service affirmed the company's
senior secured revolving credit facility due 2011 at Ba2; senior
secured term loan A at Ba2; and senior secured term loan B at Ba2.
The ratings outlook changed to positive from stable


DESTINY ENTERPRISES: Case Summary and Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Destiny Enterprises, LLC
        7220 East Mary Sharon Drive
        Unit 148
        Scottsdale, AZ 85262

Bankruptcy Case No.: 07-00542

Type of Business: The Debtor's affiliate, Sunrise International
                  LLC, filed for chapter 11 protection on May 24,
                  2005 (Bankr. D. Ariz. Case No. 05-09335).  
                  Another of its affiliate, Destiny Opportunities
                  Inc., filed for chapter 11 protection on
                  March 9, 2006 (Bankr. D. Ariz. Case No. 06-
                  00593).

Chapter 11 Petition Date: February 12, 2007

Court: District of Arizona (Phoenix)

Debtor's Counsel: Jon S. Musial, Esq.
                  Law Office of Jon S. Musial
                  8230 East Gray Road
                  Scottsdale, AZ 85260
                  Tel: (480) 951-0669
                  Fax: (602) 922-0653

Total Assets: $6,545,100

Total Debts:  $5,627,328

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Greenburg Traurig LLC            Guaranty               $40,000
2375 East Camelback Road
Suite 700
Phoenix, AZ 85016


DURA AUTOMOTIVE: Panel Wants Bennett as Special Canadian Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Dura
Automotive Systems Inc. and its debtor-affiliates' bankruptcy
cases seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to retain Bennett Jones LLP as its special
Canadian counsel, effective as of Jan. 18, 2007.

Nick Walsh, Chairman of the Creditors Committee, tells the Court
that Bennett Jones was selected because its Bankruptcy and
Restructuring Department has extensive experience in the fields
of bankruptcy and creditors' rights under Canadian insolvency
law.

In addition to acting as counsel for significant parties-in-
interest in Canadian restructuring cases including Stelco Inc,
Canada's largest steel company; Doman Industries; and AT&T
Canada, Bennett Jones has also substantial experience in
Canada/U.S. cross-border cases including Laidlaw Inc., Pioneer
Chemicals, Mirant Energy, General Chemical Industrial Products
and Teleglobe Inc.

The Creditors Committee has engaged Bennett Jones to perform a
review of certain security interest in collateral located in
Canada in respect of a Fifth Amended and Restated Credit
Agreement, dated May 3, 2005, among Dura Automotive Systems,
Inc., as parent guarantor; the subsidiary guarantors party
thereto, Dura Operating Corp., as borrower; Dura Automotive
Systems (Canada), Ltd., as borrower; Bank of America, N.A., as
collateral agent and syndication agent; and JPMorgan Chase Bank,
N.A., as administrative agent.

The Creditors Committee will also rely on Bennett Jones, to the
extent necessary, for counsel with respect to other Canadian
legal issues.

As special Canadian counsel, Bennett Jones will be paid on an
hourly basis, based on its customary billing rates, which are
subject to periodic adjustments:

         Profession                  Hourly Rate
         ----------                  -----------
         Partners                    $450 - $800
         Associates                  $260 - $515
         Legal Assistants            $120 - $180

Bennett Jones will also be reimbursed for out-of-pocket expenses
incurred in connection with the Debtors' Chapter 11 cases,
including, inter alia, word processing, secretarial time,
telecommunications, photocopying, postage and package delivery
charges, court fees, transcript costs, travel expenses, expenses
for "working meals" and computer-aided research.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Wants to Complete Key Management Incentive Plan
----------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates seek
authority, pursuant to Section 363(b) and 503(c)(3) of the
Bankruptcy Code, from the U.S. Bankruptcy Court for the District
of Delaware to complete their Key Management Incentive Plan
implemented on Aug. 21, 2006, and make all attendant payments upon
notice to the counsel to:

   (a) the Official Committee of Unsecured Creditors;

   (b) their postpetition secured lenders; and

   (c) the ad hoc committee of certain of their prepetition
       second lien secured lenders.

The Debtors believe that, ordinarily, an incentive program can be
undertaken in the ordinary course of business without the need
for any further Court approval.  Nonetheless, the Debtors are
mindful that, as part of a global resolution of issues among the
Debtors and parties-in-interest, the Court has specifically
ordered the Debtors to seek further Court order before making any
payments related to a key management incentive plan.

In February 2006, the Debtors and their non-debtor affiliates
launched their "50 Cubed" operational restructuring plan, which
is designed to enhance performance optimization, worldwide
efficiency and financial results.  The restructuring plan's goal
is increasing profitability by 50% of its worldwide operations
through either product movement or facility closures.

The 50 Cubed Plan is scheduled to be completed by the end of
2007.  It also included shifting certain of the company's
operations to lower-cost countries so that 50% of the company's
revenues would be generated by Dura Automotive Systems, Inc.'s
"best-in-cost facilities," which is to result in five to
10 facilities worldwide being closed.

To achieve the estimated $40,000,000 in annual savings, the
50 Cubed Plan will require certain one-time, front-end costs
associated with moving entire assembly operations and associated
equipment across continents.  The Company's goal is to complete
the transition while spending more than $100,000,000 in plant
relocation costs, severance payments and capital expenditures.

In early 2006, the company also knew that the 50 Cubed Plan, by
itself, would not be enough to bring back to health, Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, informs the Court.  The company needed to cut overhead
as well.

The company's senior management determined that gross profit
margins could be further improved by eliminating approximately
510 salaried and hourly positions in Canada, the United States
and Western Europe that were not directly involved in production.

The company recently completed the 510 Program at an estimated
cost of $2,800,000 in severance payments made to certain of the
513 indirect workers whose positions were eliminated by December
31, 2006.  The 510 Program has eliminated approximately
$26,800,000 in annual salary and wages costs.

Historically, the Debtors compensated a core management team of
approximately 150 key employees through salary, equity-based
long-term incentive plans and an annual bonus plan.

In October 2006, the Debtors cancelled their employee discount
stock purchase plan and suspended their equity-based long-term
incentive plan.

The Debtors did not make any payments under the Annual Bonus Plan
in 2006 with respect of the 2005 Plan, and will not be making any
payments under that Plan until February 2008 at the earliest,
Mr. Madron relates.

Mr. Madron tells the Court that the virtual elimination of
performance-based compensation has severely eroded the
competitiveness of the Debtors and their non-debtor affiliates'
compensation program.

In mid-2006, the Debtors and their affiliates commissioned Hewitt
Associates LLC to provide a report on the competitiveness of the
salary structure.

In its report, Hewitt determined that the total compensation
levels for certain identified officers were approximately 24.9%
below the industry average.

In mid-2006 until the present, the Company needs to singularly
focus its key management employees on fulfilling their goals set
forth in the 50 Cubed Plan, the 510 Program and related
restructuring efforts, Mr. Madron relates.  Thus, the company
determined that targeted financial incentives for working toward
those specific goals would further motivate these key employees
to complete the company's global operational restructuring on
time and under budget.

Accordingly, the company developed the Key Management Incentive
Plan that tied highly targeted bonuses for approximately 55 key
management employees who are primarily responsible for
implementing the 50 Cubed Plan and the 510 Program and achieving
their goals.

The individual targets were set based upon a percentage of the
sum of each individual's total target direct compensation.  The
maximum aggregate amount payable under the KMIP is approximately
$6,800,000.

According to Mr. Madron, the KMIP is flexible by design and does
not have fixed award dates, although the performance period runs
through December 31, 2007 -- the Debtors' target for the
completion of the 50-Cubed Plan and the 510 Program.  The
flexibility is critical to maximizing the effect of the
incentives on the KMIP participants, he asserts.

The Compensation Committee -- a group of three independent
directors who have no direct interest in the KMIP -- has the
discretion to make the meaningful awards when it determines that
the Company has made substantial and measurable progress in
achieving, at first interim and then the final, 50 Cubed Plan and
510 Plan milestones.

KMIP payments are determined by the company's progress in four
specific areas:

   (a) Moving production for 2,000 positions to "best-in-cost"
       and facilities in lower-cost countries by December 31,
       2007;

   (b) Completing the 50 Cubed Plan at or under budget of
       approximately $100,000,000;

   (c) Eliminating at least 510 indirect labor positions by
       December.31, 2006;

   (d) Achieving personal goals as set by each participant's
       manager in support of the above three activities.

"These aggressive and well-defined metrics provide targets for
KMIP participants to meet that are congruent with, and directly
support achievement of, the formidable goals articulated in the
Company's 50 Cubed Plan and 510 Program," Mr. Madron says.  
Providing those targeted incentives helps maximize the likelihood
that the company will meet the restructuring goals on time and
under budget.

The company and the Compensation Committee purposely did not tie
the KMIP incentive payments to the company's current financial
performance, Mr. Madron notes.  He explains that the Company's
present financial condition results from a multitude of factors
that were in place many months ago, most of which are
macroeconomic in nature.

Mr. Madron adds that tying KMIP incentives to short-term
performance would ignore the fact that the company's operational
restructuring is designed to spend money now to put the company
on stronger financial footing for the foreseeable future.  
Therefore, short-term financial results are not indicative of
whether management's restructuring efforts are succeeding, he
asserts.

Moreover, the present financial results would also eliminate the
KMIP's intention, which is to further motivate KMIP participants
to singularly focus on the company's operational restructuring,
Mr. Madron tells the court.

On Aug. 21, 2006, the board of directors approved, and the
company implemented, the KMIP.  On Sept. 29, 2006, the Debtors
made their first payments to participants, in the aggregate amount
of $952,480, or 14.4% of the total KMIP goals on a weighted basis.

Mr. Madron informs the Court that the commencement of the
Debtors' Chapter 11 cases has not altered:

    -- the Company's need to complete its operational
       restructuring on time and under budget;

    -- the need to singularly focus key employees on the task at
       hand.

Since the Debtors' bankruptcy filing, management has remained
motivated, and the company has continued to move down the path to
success, Mr. Madron says.  "The Debtors cannot afford to allow
this momentum to slacken."

Thus, on Jan. 18, 2007, the Compensation Committee approved a
further award of 16.9% of the $6,800,000 award pool based upon
achievements in the four KMIP metrics as of December 31, 2006.  
The Compensation Committee took this action at year-end largely
in light of the company's highly successful, and ahead-of-
schedule, completion of the 510 Program.

In addition to completing the 510 Program, the company had also
made substantial progress in its goal of completing the 50 Cubed
Plan on time, and under budget, before year's end.  In
particular, as of Dec. 31, 2006, production based upon
823 positions in Canada, the United States and Western Europe had
been shifted to LCC facilities in Eastern Europe and Mexico, and
"best in cost" facilities in the United States and Canada.

For award purposes, the company considered only the production
shifted to LCC facilities, or approximately 740 positions.  
Production shifts related to 83 positions from donor facilities
to "best in cost" facilities within Canada and the United States
were not taken into account for purposes of determining the KMIP
interim milestone accomplishments.

As with the first payout, the Compensation Committee did not
consider the favorable, below-budget performance in determining
interim milestone achievements and the concomitant KMIP payments,
Mr. Madron notes.  Instead, no credit will be considered for any
interim "below budget" milestones until the Company has finished
the job in its entirety.  Thus, payments with respect to "on
budget" performance will not be made until, at least, late 2007,
and will depend upon when all 50 Cubed Plan actions are finally
completed.

According to Mr. Madron, the company believes that the 50 Cubed
Plan can be completed on time and under budget, "but it has no
illusions about the attendant risks and uncertainties".  The
company similarly has no doubt that the concerted and focused
efforts of its management team are vital to the Company's future
success.

The bonus targets set forth in the KMIP will continue to push key
employees to complete the company's operational restructuring on
time and under budget, Mr. Madron tells the Court.  In short, the
company developed the KMIP, and seeks to continue making payments
pursuant to its terms, in order to further motivate key employees
to drive forward, and expeditiously conclude a successful
operational restructuring for the benefit of all the company's
constituents.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.  (Dura Automotive Bankruptcy News, Issue No.
12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DYNEGY HOLDING: Fitch Lifts Issuer Default Rating to 'B' from 'B-'
------------------------------------------------------------------
Fitch Ratings upgraded the issuer default ratings of Dynegy Inc.
and Dynegy Holding Inc. to 'B' from 'B-' and removed the ratings
from Rating Watch Evolving.

The Rating Outlook of Dynegy, Inc. and Dynegy Holding, Inc. is
Stable.

In addition, the senior secured bonds of Sithe Independence
Funding Corp, a separately secured project financed entity owned
by Dynegy, have been upgraded to 'BB' from 'BB-'.  

Approximately $3.2 billion of outstanding debt is affected by the
rating action.

The rating upgrades are based upon the expectation of an improved
risk profile of the companies upon the acquisition of 8,184 MWs of
generation assets from the LS Power Group and expectation that
Dynegy, as an owner of wholesale power assets, will benefit from
higher pricing in wholesale power markets as reserve margins
continue to tighten and existing hedges are replaced at current
market prices.  Fitch expects liquidity will be sufficient to meet
needs for the next several years.

The acquisition of the LSP assets would result in a generation
asset mix that will be more diverse in terms geography, fuel and
dispatch.

Additionally, the acquisition of the LSP assets will result in a
reduction of Dynegy's commodity price exposure as the output of
most of the LSP assets are hedged or contracted.  The reduction in
the consolidated risk profile stemming from the addition of the
LSP assets is partially offset by increased commodity risk
exposure from the company's Illinois base load plants as a fixed
price contract for those assets expired at year-end 2006.

However, Fitch expects the expiration of Dynegy's contract with
Illinois Power to increase EBITDA by $60 million to $70 million in
2007 as the fixed price in the former contract was approximately
40% below current market prices.  Moreover, the Midwest assets
include relatively efficient base-load coal plants that are
expected to run when available.

Fitch's ratings concerns include the projected high leverage for
the combined merger company with estimated debt-to-EBITDA for the
year ending 2007 to be 5.75 to 6x.  In addition, Fitch will be
looking for a demonstrated ability to effectively manage commodity
risk exposure especially in light of its increased price risk
exposure for its Illinois assets as well as the need to manage
LSP's hedged positions.

Dynegy is engaged in the generation and sale of wholesale electric
power.  Dynegy owns approximately 11,739 megawatts of wholesale
power assets.  LSP owns and operates approximately 8,305 megawatts
of wholesale power assets.  The generation portfolio of the
combined company would be located in the Midwest, West and
Northeast.

Affected Ratings:

Dynegy Inc.

   -- IDR upgraded to 'B' from 'B-'.

Dynegy Holdings, Inc.

   -- IDR upgraded to 'B' from 'B-';
   -- Secured bank facilities upgraded to 'BB/RR1' from 'BB-/RR1';
   -- Second priority notes upgraded to 'BB/RR1' from 'B+/RR1';
   -- Senior unsecured upgraded to 'B+/RR3' from 'B-/RR4'.

Dynegy Capital Trust I

   -- Trust preferred upgraded to 'CCC+/RR6' from 'CCC/RR6'.


Sithe Independence Funding Corp.

   -- Secured bonds upgraded to 'BB' from 'BB-'.


EQUITY OFFICE: S&P Withdraws Lowered Corporate Credit Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Equity Office Properties Trust and its operating
subsidiary, EOP Operating L.P., to 'BB' from 'BBB'.

These ratings were subsequently withdrawn.  In addition, the
ratings on the preferred stock and senior unsecured debt also were
lowered and then withdrawn.  In the interim, all ratings remained
on CreditWatch negative, where they were placed Nov. 21, 2006.
Approximately $10.2 billion of securities were affected.

These rating actions follow the leveraged $39 billion acquisition
of Equity Office by Blackstone Acquisition Trust, an affiliate of
The Blackstone Group.  According to the preliminary proxy
statement filed with the SEC, Blackstone had debt financing
commitments for up to $29.6 billion.  Equity Office's senior
unsecured notes were tendered at a premium after bondholders
successfully blocked attempts by Blackstone to circumvent
make-whole premium provisions governing the senior unsecured
notes.  This high-profile victory by Equity Office's bondholders
is the latest example of the benefit of restrictive bond covenants
contained in most REIT indentures relative to those of other
corporate sectors.  Like the unsecured notes issued by most REITs,
Equity Office's senior unsecured notes were governed by these
covenants:

   -- Debt to total assets was limited to less than 60% with total
      assets defined as total undepreciated assets; i.e., cost
      basis;

   -- Secured debt to total assets was limited to less than 40%;

   -- Unencumbered assets (at cost basis) to unsecured debt had to
      be maintained at or above 150%; and

   -- EBITDA to interest coverage had to be greater than 1.5x.
   
Approximately 98% of Equity Office's $8.4 billion of senior
unsecured notes were tendered.  Another $1.5 billion of
exchangeable notes, which contained provisions for a change of
control, will initially be exchanged at a rate of $1,351 per
$1,000 of par value.

Approximately $361 million of preferred stock will be exchanged
for Blackstone preferred equity with similar terms.  The
registration of these securities has been terminated.

Equity Office was the nation's largest owner of office properties,
with a national portfolio of 543 properties aggregating 103
million square feet.  The Blackstone Group is a global private
investment and advisory firm that has previously acquired REITs,
including CarrAmerica Realty Corp. and Trizec Properties Inc.

               Ratings Lowered And Subsequently Withdrawn
   
                     Equity Office Properties Trust

                     Final     Interim   
                     Rating    Rating             From
                     -------   -------            ----
  Corporate credit   NR        BB/Watch Neg/--    BBB/Watch Neg/--
  Preferred stock    NR        B+/Watch Neg       BBB-/Watch Neg
  
                            EOP Operating L.P.

                     Final     Interim
                     Rating    Rating             From
                     -------   --------           ----
  Corporate credit   NR        BB/Watch Neg/--    BBB/Watch Neg/--
  Senior unsecured   NR        BB/Watch Neg       BBB/Watch Neg


FOAMEX L.P.: S&P Lifts Corp. Credit Rating After Chapter 11 Exit
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Linwood, Pennsylvania-based Foamex L.P. to 'B' from 'D',
following the company's emergence from bankruptcy Monday, Feb. 12,
2007.

Standard & Poor's affirmed all other ratings.

The outlook is stable.

"The ratings reflect the company's exposure to volatility in raw
material prices and economic cycles, customer concentration,
pricing and volumes vulnerable to weak automotive fundamentals in
North America, and a highly leveraged capital structure," said
Standard & Poor's credit analyst Robyn Shapiro.

"The rating also reflects the company's leading market share
and manageable debt maturity schedule."

With revenues of about $1.4 billion, Foamex is the leading
manufacturer and distributor of flexible polyurethane and advanced
polymer foam products, focused mainly on North America. The
company's foam products business, serves the bedding, furniture
and consumer products industries with a mixture of commodity and
specialty cushioning foams.  Automotive products that covered 30%
of sales include foam rolls and laminate products manufactured for
seat covers and other interior soft-trim applications.  Carpet
cushion products that covered 15% of sales consist of carpet
underlay utilizing scrap foam generated by the company as well as
outside sources.

Foamex also maintains a technical foams business, covering 10% of
sales, that offers more attractive margins and growth
opportunities due to higher value-added applications and
technological innovation.  Overall, the business is vulnerable
to consumer spending trends and the level of activity in the
automotive and housing sectors.

The company's customer concentration is a limiting factor, with
the largest customer in the automotive products segment.  The top
five customers in 2005 represented about 27% of total sales. The
company's selection of proprietary products and production
techniques offsets some exposure to higher volume commodity-like
products.  In addition, Foamex's network of strategically
located manufacturing sites in North America provides a
competitive advantage for distribution because certain types of
foams are expensive to transport.

Movements in raw material costs, particularly toluene diisocyanate
and polyol, can affect Foamex's production economics and profit
margins.  Feedstock costs will be affected by oil price trends and
can have an impact on near-term profit margins.  The escalation of
raw material costs during 2005 and the decline in operating
margins that ensued highlights a key risk factor, particularly
during times of rapid cost increases and lower demand linked to
difficult economic conditions.  While Foamex should be able to
continue to pursue price increases to offset any escalation in raw
materials costs, this may occur with some time lag and the company
may not be able to fully recover the increase in costs.  Operating
margins before depreciation and amortization are expected to
remain in the 10%-12% range, a substantial improvement from
the 7% level achieved in 2005.  Although the company has had
meaningful productivity gains through its restructuring efforts to
control costs and reduce overhead, a significant slowdown in
demand or rising costs could cause margins to decline.

Foamex entered voluntary bankruptcy protection on Sept. 19, 2005,
prompted by the company's high leverage combined with a material
decline in operating performance.  Operating performance had
deteriorated because of significant price increases in the
company's raw materials combined with a bond maturity, lack of
liquidity, and a downturn in one of the company's primary end
markets, the automotive industry.  However, increased operating
efficiencies resulting from restructuring initiatives and price
increases implemented by management have led to a meaningful
improvement in operating results over the last 12 months.
Sustained improvement in operating performance despite potential
softening end markets, including housing and automotive, along
with strengthening credit ratios would provide upside potential
for the prospective rating over the intermediate term.


GEORGE'S CANDY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: George's Candy Shop, Inc.
        P.O. Box 2206
        Mobile, AL 36652

Bankruptcy Case No.: 07-10368

Type of Business: The Debtor produces sweets and candy products.

Chapter 11 Petition Date: February 12, 2007

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  Irvin Grodsky, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


GLOBAL POWER: Selects PricewaterhouseCoopers as Auditors
--------------------------------------------------------
Global Power Equipment Group and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ PricewaterhouseCoopers LLP as its tax advisors and
auditors, nunc pro tunc to Feb. 2, 2007.

PricewaterhouseCoopers will:

   a) prepare and sign the Debtors' federal tax returns for the
      tax years starting Jan. 1, 2005 through Dec. 31, 2006;

   b) prepare and sign federal tax returns for a number of the
      Debtors' foreign subsidiaries for the tax years starting
      Jan. 1, 2005 through Dec. 31, 2006, and assist in the
      preparation of forms and related computations for the
      foreign tax credit;

   c) prepare and sign the Debtors' state corporate income tax
      returns, for the tax years starting Jan. 1, 2005 through
      Dec. 31, 2006;

   d) serve as the Electronic Return Originator with respect to
      the tax returns that must be filed electronically; and

   e) provide the Debtors with additional tax services as
      requested, including, but not limited to, providing
      recurring tax consulting services, assisting with matters
      involving tax authorities, and preparing additional tax
      forms.

Among other things, PricewaterhouseCoopers will also:

   a) perform consolidated audits of the Debtors' financial
      statements related to the years ended Dec. 31, 2005, and, if
      expressly requested by the Debtors, Dec. 31, 2006;

   b) audit management's assessment of the effectiveness of the
      Debtors' internal control over financial reporting and the
      effectiveness of management's internal control over
      financial reporting for the period under audit; and

   c) report to the Debtors any matter discovered that may require
      material modifications to the quarterly financial
      information so that it conforms to generally accepted
      accounting principles.

The firm's professionals bill:

          Designation                    Hourly Rate
          -----------                    -----------
          Partners                       $585 - $802
          Managers/Senior Managers       $342 - $446
          Associate/Senior Associates    $118 - $225
          Administration                  $77 - $105

David S. Colwell, a PricewaterhouseCoopers member, assures the
Court that his firm does not hold any interest adverse to the
Debtors' estates and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides   
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and auxiliary
equipment primarily used to enhance the efficiency and facilitate
the operation of gas turbine power plants as well as for other
industrial and power-related applications.  The Company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  The Official Committee of Unsecured
Creditors appointed in the Debtors' cases has selected Landis
Rath & Cobb LLP as its counsel.  As of Sept. 30, 2005, the
Debtors reported total assets of $381,131,000 and total debts of
$123,221,000.  The Debtors' exclusive period to file a chapter 11
plan expires on April 26, 2007.


GLOBAL POWER: Court Okays Houlihan Lokey as Equity Panel Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, the Official Committee of Equity Security
Holders appointed in the Chapter 11 cases of Global Power
Equipment Group Inc. and its debtor-affiliates, to retain Houlihan
Lokey Howard & Zukin Capital, Inc., as its financial advisor, nunc
pro tunc to Nov. 9, 2006.

As reported in the Troubled Company Reporter on Dec. 29, 2006,
Houlihan Lokey is expected to:

   a. perform due diligence on the Debtors' businesses, as well
      as their prospects and the markets in which they compete;

   b. evaluate the assets and liabilities of the Debtors;

   c. analyze and review the financial and operating statements
      of the Debtors;

   d. analyze the business operations, business plans and
      forecasts of the Debtors;

   e. evaluate all aspects of the Debtors' DIP financing; cash
      collateral usage and adequate protection therefor; any exit
      financing in connection with any chapter 11 plan of
      reorganization and any budgets relating thereto; and any
      employee retention programs or similar proposed
      compensation plan or program;

   f. assist the Equity Committee, as needed, in identifying
      potential alternative sources of liquidity in connection
      with any chapter 11 plan or otherwise;

   g. provide specific valuation and other financial analyses as
      the Equity Committee may require in connection with the
      Cases;

   h. represent the Equity Committee in negotiations with the
      Debtors, the official committee of unsecured creditors of
      the Debtors and third parties with respect to any of the
      foregoing;

   i. provide testimony in court on behalf of the Equity
      Committee, if necessary;

   j. assess the financial issues and options concerning:

      * the sale of any assets of the Debtors and/or their non-
        debtor affiliates, either in whole or in part, and
     
      * the Debtors' chapter11 plan(s) or any other chapter 11
        plan(s); and

   k. provide other customary services as may reasonably be
      requested by the Equity Committee.

Joel L. Klein, Chair of the Committee, disclosed that Houlihan
Lokey will be paid post-petition under the terms of the Engagement
Agreement:

   a. $100,000 per month in cash from the Effective Date through
      termination of the Engagement Agreement.  The first Monthly
      Fees will be paid on the first date permitted by the Court,
      and then, subject to the orders governing payment of interim
      compensation of retained professionals in these Cases, on
      each monthly anniversary of the Effective Date; plus

   b. a transaction fee payable upon the consummation of each
      "Transaction" equal to 2% of the first $23,500,000 of the
      "Aggregate Equity Holder Recoveries", 3% of the next
      $14,100,000 of Aggregate Equity Holder Recoveries and 4% of
      Aggregate Equity Holder Recoveries in excess of $37,600,000.

   c. Houlihan Lokey's monthly fees and transaction fees will be
      payable in cash, provided however that Houlihan Lokey's
      total cash compensation will be capped at $3,000,000.  Any
      amount due to and payable to Houlihan Lokey in excess of
      $3,000,000 will be payable "In Kind" (i.e., in the same
      manner and currency/form as and when received by equity
      holders).

Houlihan Lokey would also seek reimbursement for reasonable out-of
pocket expenses incurred.

Mr. Klein assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold nor represent any interest
adverse to the Debtors' estates.

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides   
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and auxiliary
equipment primarily used to enhance the efficiency and facilitate
the operation of gas turbine power plants as well as for other
industrial and power-related applications.  The Company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A., represent
the Debtors.  The Official Committee of Unsecured Creditors
appointed in the Debtors' cases has selected Landis Rath & Cobb
LLP as its counsel.  As of Sept. 30, 2005, the Debtors reported
total assets of $381,131,000 and total debts of $123,221,000.
The Debtors' exclusive period to file a chapter 11 plan expires on
April 26, 2007.


GLOBAL POWER: Court Sets March 26 as General Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
4:00 p.m. E.S.T., on March 26, 2007, as the deadline for all
persons owed money by Global Power Equipment Group Inc. and its
debtor-affiliates on account of claims arising prior to Sept. 28,
2006.

The Court also set April 26, 2007, as the deadline for asserting
claims by a co-debtor, surety, or guarantor under Section 501(b)
of the Bankruptcy Code.  Additionally, governmental units have
until April 18, 2006 to file proofs of claim against any of the
Debtors.

Copies of written proofs of claim must be sent or hand delivered
on or before the respective bar dates to:

     Global Power Equipment Group, Inc.
     c/o Alix Partners LLC
     2100 McKinney Avenue, Suite 800
     Dallas, Texas 75201

                       About Global Power

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power  
generation equipment and maintenance services for its customers in
the domestic and international energy, power and infrastructure
and service industries.  The company designs, engineers and
manufactures a range of heat recovery and auxiliary equipment
primarily used to enhance the efficiency and facilitate the
operation of gas turbine power plants as well as for other
industrial and power-related applications.  The company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  The Official Committee of Unsecured
Creditors appointed in the Debtors' cases has selected Landis
Rath & Cobb LLP as its counsel.  As of Sept. 30, 2005, the
Debtors reported total assets of $381,131,000 and total debts of
$123,221,000.  The Debtors' exclusive period to file a chapter 11
plan expires on April 26, 2007.


GNC CORP: Moody's Says Buyout Plan Won't Affect Ratings
-------------------------------------------------------
Moody's Investors Service stated that the intention of Ares
Management and the Ontario Teachers' Pension Plan to buy GNC
Parent Corporation from Apollo Management has no immediate impact
on the company's ratings or stable rating outlook.

The LBO that was publicized on Feb. 9, 2007, is consistent with
previous disclosures that the current owners were exploring
strategic alternatives such as the sale of the company.  The total
enterprise value of the transaction is approximately
$1.65 billion.  As further particulars regarding the acquisition
and its financing plans become available, the ratings or outlook
could be adjusted.

These are GNC's ratings:

   -- Corporate family rating of B3;

   -- Probability of Default Rating of B3;

   -- Senior secured bank loan of Ba3, LGD-1, 4%;

   -- $150 million of 8.625% senior notes due 2010 of B1, LGD-2,
      25%;

   -- $215 million of 8.5% senior subordinated notes due 2010 of
      B3, LGD-4, 56%; and

   -- $425 million notes due 2011 issued by GNC Parent Corp. of    
      Caa2, LGD-5, 84%.

General Nutrition Centers, Inc., with headquarters in Pittsburgh,
Pennsylvania, retails and manufactures vitamins, minerals, and
nutritional supplements domestically and internationally through
about 5850 company operated and franchised stores.  Revenue for
the twelve months ending September 2006 approached $1.5 billion.


HASBRO INC: Earns $230.1 Million in Year Ended Dec. 31, 2006
------------------------------------------------------------
Hasbro Inc. reports record net earnings of $230.1 million for the
year ended Dec. 31, 2006.  This compares with $212.1 million of
net income in 2005.

For the fourth quarter ended Dec. 31, 2006, the company reports
net earnings of $108.3 million, compared with $94.3 million of net
income last year.  

For the year, worldwide net revenues were $3.2 billion, an
increase of 2.1% or $63.9 million, compared with $3.1 billion a
year ago.  The 2006 results included $284.9 million in STAR WARS
revenue, compared with $494.1 million in the prior year.  For the
fourth quarter, the company reported worldwide net revenues of
$1.1 billion, an increase of 4.1% or $44.2 million.

"2006 was another good year for Hasbro, we achieved the highest
net earnings in the history of the company," Hasbro President and
Chief Executive Officer Alfred J. Verrecchia said.  

"Our performance for both the quarter and year is a solid
indication of the success we have had in growing our core brands.  
Given the exceptional performance of Star Wars in 2005, it is
particularly meaningful to have grown revenue 2.1% for the year
and 4.1% for the quarter.

"As we look ahead, we have momentum in our core brands and
commitment to continued innovation.  With the richest and most
diversified toy and game product line in the industry, including
product tied to upcoming releases of the Transformers and Spider-
Man movies, we're very excited about the opportunities for 2007,"
Mr. Verrecchia concluded.

North American segment revenues, which include all of the
company's toys and games business in the United States, Canada,
and Mexico, were $2.1 billion for the year compared with
$2 billion a year ago, reflecting strong performances from
Littlest Pet Shop, Clue, Playskool, Monopoly, Transformers, Nerf,
Play-Doh, and Magic: The Gathering.  

The segment reported an operating profit of $276 million for the
year compared with $165.7 million last year, as adjusted to
include the impact of stock-based compensation.  In addition to
the higher revenues, the improvement in operating profit reflected
lower amortization and royalty expenses, as well as a decline in
inventory obsolescence expenses.

International segment revenues for the year were $959.3 million
compared with $988.6 million a year ago and included a
$24.3 million favorable impact from foreign exchange.  

The results reflect declines in Furby, Star Wars, and Duel
Masters, partially offset by strong performance from a number of
core brands including Littlest Pet Shop, Playskool, Transformers,
and MONOPOLY.  The International segment reported an operating
profit of $90.9 million for the year compared to an operating
profit of $106.4 million in 2005, as adjusted to include the
impact of stock-based compensation expense.   The decline in
operating profit was primarily due to lower revenues.  

During the fourth quarter, the company repurchased approximately
1.6 million shares of common stock at a total cost of
$39.5 million.  For the year, the company purchased 22.8 million
shares at a total cost of $456.7 million.  Since June of 2005,
Hasbro has repurchased approximately 25.2 million shares, at a
total cost of $504.8 million.

"I am pleased we delivered our sixth consecutive year of earnings
growth," Hasbro Chief Financial Officer David Hargreaves said.  
"Our balance sheet remains strong and our operating margin at
11.9% is very close to the near-term target of 12% that we have
been articulating for a number of years," Mr. Hargreaves
concluded.

The quarter and full year results for 2006 were impacted by the
Lucas mark to market adjustment.  For the quarter and full year
periods in 2006, the impact of the mark to market adjustment for
the Lucas warrants was a non-cash expense of $24 million and
$31.8 million, respectively.  This compares to non-cash income of
$1 million and $2.1 million, respectively, for the comparable
periods in 2005.

2006 net earnings also include stock-based compensation due to the
required implementation of SFAS 123R at the beginning of the year.  
Net earnings prior to fiscal 2006 did not include stock-based
compensation.  

Additionally, the 2005 results include a tax impact of
$25.8 million for the repatriation of foreign earnings under the
American Jobs Creation Act.  

The company reported full year Earnings Before Interest, Taxes,
Depreciation and Amortization of $515.7 million compared with
$521.6 million in 2005.

Headquartered in Pawtucket, Rhode Island, Hasbro Inc. (NYSE: HAS)
-- http://www.hasbro.com/-- provides children's and family
leisure time entertainment products and services, including
designing, manufacturing, and marketing games and toys ranging
from traditional to high-tech.  Branded toys include Playskool,
Tonka, Milton Bradley, Parker Brothers, Tiger, and Wizards of the
Coast.  The company has operations in Australia, France, Hong
Kong, and Mexico, among others.

                          *     *     *

Moody's Investors Service affirmed Hasbro Inc.'s (P)Ba1 rating for
subordinated debt.


HEMAGEN DIAGNOSTICS: Sept. 30 Balance Sheet Upside Down by $707K
----------------------------------------------------------------
Hemagen Diagnostics' balance sheet at Sept. 30, 2006, showed total
assets of $4,388,772, total liabilities of $5,096,559, and a
stockholders' deficit of $707,787, compared to $5,337,588 in total
assets, $6,355,894 in total liabilities, and a stockholders'
deficit of $89,637 at Sept. 30, 2005.

Net income for the year ended Sept. 30, 2006, was $313,000, which
included a gain on sale of a building of $865,000, compared to a
net loss of $1,337,000 during the prior fiscal year.

Operating Loss for the year ended Sept. 30, 2006, was $63,000 as
compared to an operating Loss of $875,000 in the prior fiscal
year.  This decrease in operating loss is mainly attributed to
higher gross margins from the previous year.  After adjusting for
non-cash charges including depreciation, amortization, non-cash
interest, and other non-cash charges, the net income for the year
ended Sept. 30, 2006 was $413,000 compared to a net loss of
$820,000 for the year ended Sept. 30, 2005.

Revenues for the year ended Sept. 30, 2006, decreased 4% to
$7,250,000 compared to $7,586,000 during the prior fiscal year
ended Sept. 30, 2005.  The overall decrease in sales resulted from
$286,000 of decreased sales in the company's Analyst(R) product
line, $278,000 of decreased sales in the company's Raichem product
line, and was offset by $148,000 of increased sales of the
company's Virgo autoimmune and infectious disease products line.  
The Analyst(R) product line sales declines mainly resulted from
lower sales to physician office laboratories and the distributors
that support that market.  The decrease in the company's Raichem
division resulted from the loss of sales to certain top customers.  
The increase in the Virgo product line sales mainly resulted from
growth at the company's Brazilian subsidiary.

Gross Margins for fiscal year 2006 were 36% as compared to 25% in
fiscal year 2005.  The gross margins for the year increased 11% in
the current year 2006 as a result of lower production costs and
higher production levels in certain product lines as compared to
fiscal 2005.

At Sept. 30, 2006, Hemagen had $151,000 of cash on hand, working
capital of $2,927,000 and a current ratio of 3.3 to 1.0.  At the
prior fiscal year end, the company had $272,000 of cash on hand,
working capital of $1,683,000 and a current ratio of 1.65 to 1.0.
In the prior year the current ratio was affected by a construction
loan for the company's new facility that was purchased in June
2005 that was to be used for the company's new corporate
headquarters.  Therefore, $650,000 of debt was classified as
short-term obligations that would have been converted to permanent
long term financing once the build out was completed.  The current
ratio was also negatively affected by the borrowings on the
traditional line of credit facility which was mainly used for the
acquisition and expenses related to the corporate facility.  In
July the building was sold and the company recognized a gain on
sale of $865,000 and all loans related to the building including
the working capital line were paid off at that time.

In addition, the company has a working capital line of credit for
up to $500,000 based on the domestic receivables and inventory of
the company and which provides for interest at the rate of the
Prime Rate plus 3/4%.  At Sept. 30, 2006 the company had no
outstanding borrowings on this line of credit.

Commenting on the results, William P. Hales, the company's
president and chief executive officer said, "We are pleased to
announce earnings and improved margins.  We are optimistic about
fiscal year 2007 revenues and certain new product introductions
that are set to take place this year."

                   About Hemagen Diagnostics

Based in Columbia, Maryland, Hemagen Diagnostics, Inc. (OTC:
HMGN.OB) -- http://www.hemagen.com/-- is a biotechnology company  
that develops, manufactures, and markets more than 150 FDA-cleared
proprietary medical diagnostic test kits used to aid in the
diagnosis of certain autoimmune and infectious diseases.
Internationally, the company sells its products primarily through
distributors. Hemagen's products are used in many of the largest
Laboratories, Hospitals, and Blood Banks around the world.  The
company focuses on markets that offer significant growth
opportunities.

                          *     *     *

For the fiscal year ended Sept. 30, 2006, Hemagen Diagnostics had
total assets of $4,388,772, total liabilities of $5,096,559, and a
stockholders' deficit of $707,787, compared to $5,337,588 in total
assets, $6,355,894 in total liabilities, and a stockholders'
deficit of $89,637 for the fiscal year 2005.  The company also had
an accumulated deficit of $23,503,209 at Sept. 30, 2006, compared
to $23,816,135 at Sept. 30, 2005.


HEXCEL CORP: Earns $18.8 Million Net Income in 4th Quarter 2006
---------------------------------------------------------------
Hexcel Corporation earned $18.8 million of net income from
continuing operations for the fourth quarter ended Dec. 31, 2006,
compared to $136.2 million in the same period of 2005.

The fourth quarter of 2006 net income includes a gain on the sale
of a joint venture interest, while in the same period of 2005, the
company's net income included the benefit of the reversal of the
majority of the company's valuation allowance against its net U.S.
deferred tax assets, which resulted in a benefit to the tax
provision of $119.2 million.

Operating income for the fourth quarter was $19.1 million compared
to $25.4 million for the same quarter last year.  Operating income
in the fourth quarter of 2006 includes $9.3 million of business
consolidation and restructuring expense and $1.1 million of
transaction costs associated with the company's divestiture
activities.

Operating income of $106.4 million in 2006 was $4.5 million higher
than the $101.9 million reported in 2005.  Net income from
continuing operations was $65.0 million for 2006 compared to
$139.8 million in 2005.

The company reported net sales of $299.2 million for the fourth
quarter of 2006, 7.5% higher than the $278.2 million reported for
the same period in 2005.  For the full year of 2006, net sales
were $1.19 billion as compared to $1.14 billion in 2005, an
increase of 4.7%.

David E. Berges, Chairman, President, & CEO of the company,
commented, "This was another strong quarter of double-digit growth
in revenues from the commercial aerospace market demonstrating the
diversity of our customer base.  Aerospace sales growth during the
quarter was led by a strong year-on-year increase in revenues from
Boeing and their subcontractors, but we also saw solid growth in
revenues from sales to regional aircraft, engines and nacelle
applications.  As expected, revenues from Airbus were essentially
flat year-on-year as the supply chain adjusted to the delays in
the A380 program.  As described in our 2007 Outlook published in
December, we expect that our 2007 year-on-year Airbus sales
comparisons will be tougher, particularly in the first half, due
to the push-out in the A380 deliveries; however, we continue to
expect revenue growth over 10% from Boeing and other commercial
aerospace programs."

"Industrial sales included a strong 29% year-over-year growth in
wind energy sales for the quarter.  Ballistics sales, while down
30% from last year were up 36% from the third quarter reflecting
the momentum stimulated as new funding by Congress started to flow
to our military body armor customers.  While Space & Defense
revenues were still sluggish due to inventory corrections, there
were signs that this adjustment is coming to a conclusion."

"Incremental gross margins were consistent with our historic trend
at 30% for the quarter despite the initial start-up costs of our
new carbon fiber and precursor lines.  Our operations have done a
tremendous job in bringing the U.S. capacity on line ahead of
schedule. While we still have some work to do to complete the
shake-down of the new lines, we should start earning a
contribution on these new assets before the end of this quarter."

"We completed the sale of our interest in TechFab LLC during
December and the proceeds were reflected in reduced net debt. This
joint venture was associated with our non-core Reinforcement
businesses.  We are on track to complete the sale of our
Architectural business in France during the first quarter of 2007
and are making progress on the remaining elements of the portfolio
review.  Meanwhile our plans to create a fully integrated
composites organization are now being implemented, and will begin
to impact our performance in 2007."

"2006 has been a year of accomplishment and transition despite the
short-term disappointments of the A380 delays and the decline in
ballistics revenues.  The actions coming out of our portfolio
review to tighten our strategic focus and to strengthen our
organization lay the foundation for continued revenue and margin
growth. Our carbon capacity expansion positions us to begin to
support the growing demand for intermediate modulus and high
strength fiber led by the launch of Boeing's 787 & 747-8 and
Airbus' A350XWB; all aircraft with significantly higher levels of
composite materials than their predecessors."

Mr. Berges concluded, "2007 will be a year of focus for Hexcel. We
will be focused on the realignment of Hexcel's organization;
focused on winning positions on new platforms at our largest
customers; focused on our manufacturing capacity expansion;
focused on developing new markets for our materials; and focused
on meeting our margin expansion goals. Execution of these plans
will position Hexcel for accelerated revenue and earnings growth
in 2008 as the production of the Boeing 787 and Airbus A380 ramp
up."

                        About Hexcel Corp.

Based in Stamford, Connecticut, Hexcel Corporation (NYSE/PCX: HXL)
-- http://www.hexcel.com/-- develops, manufactures and markets  
lightweight, high-performance reinforcement products, composite
materials and composite structures for use in commercial
aerospace, space and defense, electronics, and industrial
applications.  In Europe, the company maintains operations in
Spain, France, UK, Belgium, Austria, and Italy.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Moody's Investors Service confirmed its B1 Corporate Family Rating
for Hexcel Corporation, and held its B3 rating on the company's
6.75% Senior Subordinated Notes due 2015, in connection with the
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.  Additionally, Moody's assigned an
LGD5 rating to those debentures, suggesting noteholders will
experience a 78% loss in the event of a default.


HOME PRODUCTS: Panel Taps Giuliani Capital as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Home
Products International Inc. and Home Products International-North
America Inc.'s chapter 11 cases asks the U.S. Bankruptcy Court for
the District of Delaware for permission to retain Giuliani Capital
Advisors LLC as its financial advisor, nunc pro tunc to January 3,
2007.

Before the Committee was formed, Giuliani assisted an ad hoc
committee of holders of the Debtors' outstanding 9.625% Senior
Subordinate Notes due 2008 in structuring, evaluating, and
negotiating a restructuring of the Debtors.

As financial advisor, the firm will:

   (a) assist the Official Committee in the analysis of the
       Debtors' business plans, cash flow forecasts, financial
       projections, and cash flow reporting;

   (b) advise the Official Committee with respect to available
       capital restructuring, sale, and financing alternatives
       for the Debtors, including recommending specific courses
       of action, and assisting with the design, structuring, and
       negotiation of alternative restructuring or transaction
       structures;

   (c) advise the Official Committee regarding financial
       information prepared by the Debtors and in the Official
       Committee's coordination of communication with interested
       parties and their advisors;

   (d) advise the Official Committee in preparing for, meeting
       with, and presenting information to interested parties and
       their advisors;

   (e) advise the Official Committee, and coordinate with counsel
       to the Official Committee, in the development of a
       restructuring plan for the Debtors and in the negotiation
       with parties-in-interest or in the sale of a portion or
       substantially all of the Debtors' assets, whether
       structured as a stock transfer, merger, purchase, and
       assumption transaction or other business combination;

   (f) advise the Official Committee as to the Debtors' proposals
       from third parties for new sources of capital or the sale
       of the Debtors; and

   (g) other services as may be reasonably requested in writing
       from time to time by the Official Committee and as agreed
       by the firm.

The firm charges a monthly advisory fee of $75,000.  In connection
with either a recapitalization or restructuring of the Debtors,
either out-of-court or through a bankruptcy, the firm will be
entitled to a $500,000 transaction fee payable upon the successful
consummation of that transaction.  The firm will credit against
the Transaction Fee (i) $73,750, (ii) one-half of the first
Monthly Advisory Fee actually paid to Giuliani, plus (iii) all
other Monthly Advisory Fees in full actually paid to Giuliani
until that Transaction Fee is fully credited.

In connection with its work for the Ad Hoc Committee, the Debtors
paid Giuliani $223,857 in prepetition fees and expenses.  It
included the $75,000 advance payment.

Phil Van Winkle, a managing director at Giuliani Capital Advisors
LLC, assures the Court that his firm does not hold or represent
any interest adverse to the Debtors and their estates, and has no
connection to the Debtors, their creditors, and other known
significant parties-in-interest in the Debtors' cases.

                      About Home Products

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and markets  
ironing boards, covers, and other high-quality, non-electric
consumer houseware products.  The Debtor's product lines include
laundry management products, bath and shower organizers, hooks,
hangers, home and closet organizers, and food storage containers.  
Their products are sold under the HOMZ brand name, and are
distributed to hotels, discounters, and other retailers such as
Wal-Mart, Kmart, Sears, Home Depot, and Lowe's.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Ronald
Barliant, Esq., and Kathryn A. Pamenter, Esq., at Goldberg Kohn,
Bell, Black, Rosenbloom & Moritz, Ltd., and Mark D. Collins, Esq.,
and Michael J. Merchant, Esq., at Richards, Layton & Finger P.A.
represent the Debtors.  When the Debtors filed for protection from
their creditors, they listed estimated assets between $1 million
and $100 million and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on April 18, 2007.


HUGHES NETWORK: Moody's Rates Proposed $115MM Sr. Term Loan at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Hughes Network
Systems, LLC's proposed $115 million senior unsecured term loan,
due 2014.

In addition, the ratings agency also affirmed the B1 corporate
family rating, the B1 rating on the existing $450 million senior
notes due 2014 and the Ba1 rating on the $50 million senior
secured revolving credit facility.  The proceeds of the new term
loan will be used primarily to fund capital expenditures and for
general corporate purposes.

HNS' ratings broadly reflect Moody's expectations for negative
free cash flow due to capital spending and delays associated with
the company's SPACEWAY 3 satellite, continuing challenges from
terrestrial-based competition, and the relatively low margins,
offset by modest leverage of about 5.0x and good interest coverage
at over 2.5x, proforma for the proposed transaction at year-end
2006 and using Moody's standard analytic adjustments.

Moody's has taken these ratings actions related to HNS:

   -- Corporate Family Rating affirmed at B1

   -- Probability of Default affirmed at B1

   -- New Sr. Unsecured Term Loan due 2014 assigned B1, LGD-4,
      53%

   -- 9.5% Sr. Unsecured Notes due 2014 affirmed at B1, LGD-4, 53%

   -- Sr. Secured Revolving Credit due 2011 affirmed at Ba1,
      LGD-1, 1%

The outlook on all ratings is stable.

Hughes Network Systems, headquartered in Germantown, Maryland, is
a global provider of broadband satellite networks and services to
the VSAT enterprise market and the largest satellite based
Internet access provider to the North American consumer market.
The company generated over $859 million in revenues in 2006.


HUGHES NETWORK: S&P Rates Proposed $115 Mil. Senior Loan at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Germantown, Maryland-based satellite services provider Hughes
Network Systems LLC's proposed $115 million senior unsecured term
loan due 2014.

Simultaneously, the outlook on the company was revised to negative
from stable due to the further delay in the launch of Spaceway 3
to early 2008 which will defer anticipated EBITDA improvement.  
The corporate credit rating is affirmed at 'B' as are the 'BB-'
bank loan rating and '1' recovery rating on the company's
$50 million senior secured revolving credit facility.  The senior
unsecured term loan rating of 'B-' is based on preliminary
documentation subject to receipt of final information.  Pro forma
total debt is approximately $611 million and includes roughly
$42 million in customer premise equipment financing.

Proceeds from the senior unsecured term loan will be used for
general corporate purposes, including constructing or acquiring
additional satellites or financing merger and acquisition
opportunities.

"The outlook revision is due to the further delay of about one
year in the launch of Spaceway 3 to early 2008," said
Standard & Poor's credit analyst Naveen Sarma.

"As a result, we expect EBITDA margin expansion and positive
discretionary cash flow generation will also be delayed until
2009."

If Spaceway is successfully launched, Standard & Poor's would
expect EBITDA margins to expand from the current 14% range to the
high-teens level.  In addition, Standard & Poor's would expect the
cost savings from reduced transponder leasing would help drive
positive discretionary cash flow in 2009.

The ratings reflect mature revenue prospects for the company's
core enterprise services.  It also reflects uncertain long-term
growth prospects for small business and consumer applications,
potential operating and financial risks from the launch of and
uncertain business prospects for Spaceway 3, and a highly
leveraged financial profile with no expectations of positive
discretionary cash flow generation until 2009.  Tempering factors
include HNS' leading position in the very small aperture terminal
industry, a degree of revenue stability from three- to five-year
contracts with large enterprise customers, and the VSAT
technology's ability to provide ubiquitous, point-to-multipoint
connectivity, which partly buffers competitive pressure
from terrestrial networks.

HNS is the leading provider of VSAT satellite networking services
to domestic and international enterprises, small and midsize
businesses, and consumers.


IFM COLONIAL: Moody's Puts Ba3 Rating on $225MM Term Loan Facility
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating with stable
outlook to the CFR and $225 million secured Term Loan B Facility
of IFM Colonial Pipeline 2, LLC, an indirectly 100% owned entity
of IFM Wholesale Trust based in Melbourne, Australia.

The proceeds of the loan will be used to finance the debt portion
of IFMUS' planned acquisition of 15.8% interest in Colonial
Pipeline Company based in Atlanta, Georgia, plus financing fees.
IFMUS is not expected to issue any other debt so there is no
difference between its CFR rating and the bank loan rating.

IFMUS is a special purpose entity established by IFM Trust to hold
its anticipated 15.8% interest in Colonial and has no other
function.  The loan transaction is a structured deal contained
within a "closed cash system."  The bank loan assumes a high
dependence on the continuation of high dividend payouts emanating
from Colonial with lesser reliance on the ability of IFM Trust to
help cover any possible shortfalls from the receipt of Colonial
dividends during the five-year period of the $225 million term
loan.

Although Colonial has previously targeted a high dividend payout
approximating 100% of anticipated annual earnings, they could also
suspend their dividends in order to cover large capital
expenditure programs, clean-up oil spills, strengthen their
balance sheet, compensate for asset impairments or settle
government litigations, as they did in the fourth quarter of 2000.
Any sizeable reduction in Colonial dividends could have a
detrimental affect on IFMUS' ability to service its loans.

While there are certain features in the proposed credit structure
that tend to enhance the five-year term loan such as: security
granted by IFMUS in a first priority lien on its 15.8% equity
interest in Colonial, access to a debt service reserve funded
one-time for six months once the loan debt service coverage ratio
falls below 1.25x, debt to dividends received and dividends
received to interest expense financial covenants and IFMUS'
conservative leverage of approximately 35%, there is limited
support from the Australian parent.

Moreover, IFM Trust is a passive investor and at the receiving end
of cash dividends from its international infrastructure
investments with the various operating companies having first
claim on the available cash prior to any distributions being made.
It is therefore subordinated to the needs of the overseas
operating companies and the claims on cash that their lenders have
on these operations.

Therefore, the Ba3 CFR and loan rating of IFMUS reflects the
non-guaranteed nature of ongoing cash inflows that are expected to
come either from Colonial or from IFM Trust, on which the Borrower
fully depends for its debt service requirements as it has no other
investments to liquidate or cash sources with which to make the
interest and loan amortization payments on the Term Loan B
Facility, which matures on the fifth year.  Any shortfall in cash
received from Colonial that cannot be met by IFM Trust making
timely cash infusions, could result in payment default, although
the underlying value of the Colonial shares as loan collateral may
eventually realize full loan and interest repayment.

IFMUS is a newly-created special purpose limited liability company
registered in the State of Delaware for the purpose of acquiring a
15.8% interest in Colonial.  It is an indirectly-owned 100% entity
of IFM Trust.

IFM Trust was recently established to hold international
infrastructure assets such as the 15.8% interest in Colonial.  IFM
Trust is in turn owned by other trust and funds that total
approximately 40 superannuation funds making various investments
under the Australian pension system.

Colonial is an interstate common carrier of petroleum products
delivering gasoline, kerosene, home-heating oil and jet fuel from
the Gulf Coast refining area to cities and airports in the
Southeast and along the East Coast of the US through a 5,500 mile
pipeline stretching from Houston, Texas to Linden, New Jersey with
approximately 75% of its revenues governed by the FERC index
tariff method.  It is based in Atlanta, Georgia, and is privately
owned.


INFOUSA INC: Declares $0.35 Dividend Per Common Share
-----------------------------------------------------
infoUSA Inc.'s Board of Directors has declared a dividend of
35 cents per common share composed of a regular cash dividend of
25 cents per common share and a special dividend of 10 cents per
share.

The dividend is payable March 5, 2007, to shareholders of record
on Feb. 16, 2007.  As of Dec. 31, 2006, the end of the company's
fiscal year, the company had 55,460,322 shares outstanding.

                          About infoUSA

Headquartered in Omaha, Nebraska, infoUSA Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/-- provides business and consumer
information products, database marketing services, data processing
services and sales and marketing solutions.  Founded in 1972,
infoUSA owns a proprietary database of 250 million consumers and
14 million businesses under one roof.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Moody's affirmed the Ba2 rating on $275 million in first lien
credit facilities of infoUSA Inc.  Concurrently, Moody's has
affirmed the corporate family rating of infoUSA at Ba3.  Moody's
also said the outlook is stable.


J.P. MORGAN: Moody's Junks Rating on $3.9 Million Class M Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of two classes and affirmed the ratings of
10 classes of J.P. Morgan Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-
CIBC4:

   -- Class A-2, $128,752,693, Fixed, affirmed at Aaa
   -- Class A-3, $403,153,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $31,957,000, Fixed, affirmed at Aaa
   -- Class C, $33,954,000, Fixed, upgraded to Aa1 from Aa2
   -- Class D, $9,986,000,  Fixed, upgraded to Aa3 from A2
   -- Class E, $23,967,000, WAC,  upgraded to Baa1 from Baa2
   -- Class F, $11,984,000, WAC,  affirmed at Baa3
   -- Class G, $13,981,000, Fixed, affirmed at Ba1
   -- Class H, $11,984,000, Fixed, affirmed at Ba2
   -- Class J, $3,994,000,  Fixed, affirmed at Ba3
   -- Class K, $5,992,000,  Fixed, affirmed at Ba1
   -- Class L, $7,989,000,  Fixed, downgraded to B3 from B2
   -- Class M, $3,995,000,  Fixed, downgraded to Caa2 from Caa1

As of the Jan. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 12.3%
to $700.8 million from $799 million at securitization.  

The Certificates are collateralized by 114 mortgage loans ranging
in size from less than 1.0% to 9.5% of the pool with the top 10
loans representing 30.5% of the pool.  Sixteen loans, representing
17.3% of the pool, have defeased and are collateralized by U.S.
Government securities.

Two loans have been liquidated from the pool resulting in
aggregate realized losses of approximately $6.9 million.  
Currently there are three loans, representing 2.9% of the pool, in
special servicing.  Moody's estimates aggregate losses of
$5.7 million for all the specially serviced loans.  Twenty-seven
loans, representing 19.6% of the pool, are on the master
servicer's watchlist.

Moody's was provided with full-year 2005 operating results for
98.1% of the performing loans.  Moody's loan to value ratio for
the conduit component is 83.8%, compared to 85.1% at Moody's last
full review in September 2005 and compared to 90.0% at
securitization.  Moody's is upgrading Classes C, D and E due to
stable overall pool performance, defeasance and increased credit
support.  Class C was upgraded on December 8, 2006 based on a Q
tool based portfolio review.  

Moody's is downgrading Classes L and M due to losses from
specially serviced loans and LTV dispersion.  Based on Moody's
analysis, 17.2% of the conduit pool has an LTV greater than
100.0%, compared to 14.1% at last review and compared to 4.1% at
securitization.

The shadow rated loan is the Highland Mall Loan, $66.7 million
(9.5%), which is secured by the borrower's interest in a 1.1
million square foot regional mall located in Austin, Texas.  The
center is anchored by Dillard's, which operates two stores, and
Macy's.  J.C. Penney, which originally was the fourth anchor,
vacated the mall at year-end 2006.  As of June 2006 the mall was
85.9% occupied, the same as at last review.  However, occupancy
has dropped to 73.5% as a result of J.C. Penney vacating the mall.
The borrower is a joint venture between General Growth Properties,
Inc. and The Simon Property Group.  Moody's current shadow rating
is Ba2, compared to Ba1 at last review.

The top three conduit loans represent 8.3% of the pool.  The
largest conduit loan is the Sugarland Crossing Loan, which is
secured by a 256,500 square foot power center located
approximately 27 miles from Washington, D.C. in Sterling,
Virginia.  As of June 2006 the property was 100% occupied,
essentially the same as last review.  The center is anchored by
Burlington Coat Factory, Shoppers Food and The Room Store.  
Moody's LTV is 79.4%, compared to 82.6% at last review.

The second largest conduit loan is the Oak Park Town Center Loan,
$16.3 million (2.3%), which is secured by a 168,000 square foot
retail center located nine miles north of Chattanooga in Hixson,
Tennessee.  As of September 2006 the property was 100% occupied,
compared to 91.2% at year-end 2005.  The property is shadow
anchored by a Super Wal-Mart.  Major tenants include Goody's
Family Clothing, Marshall's, Office Depot and Old Navy.  Although
occupancy has improved since securitization, the property's
performance has been impacted by lower expense recoveries.  
Moody's LTV is 99.8%, compared to 84.9% at last review.

The third largest conduit loan is the Springdale Plaza Loan, $16
million (2.3%), which is secured by an 188,000 square foot retail
center located in suburban Cincinnati, Ohio.  Major tenants
include Bed Bath & Beyond, Circuit City and Michaels.  As of
September 2006 the center was 90.4% occupied, compared to 91.5% at
last review.  Moody's LTV is 77.7% compared to 75.1% at last
review.

The pool collateral is a mix of retail, office and mixed use, U.S.
Government securities, multifamily and industrial and self
storage.  The collateral properties are located in 29 states plus
the District of Columbia.  The top five state concentrations
include California, North Carolina, Florida, Virginia and
Tennessee.


JARDEN CORP: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Services has affirmed the B1 corporate family
rating for Jarden Corporation following the upsizing of the
company's proposed aggregate senior subordinated offering from
$400 million to $650 million.

The rating outlook remains positive.

Moody's also upgraded the rating on the company's senior secured
bank facility from Ba3 to Ba2, and affirmed the B3 rating on the
senior subordinated notes.  The upgrade of the senior secured debt
reflects the reduced LGD assessment on that facility following the
issuance of the incremental senior subordinated debt, which
provides additional junior capital support to the senior secured
facility.

These are the rating actions:

   -- Corporate Family Rating affirmed at B1

   -- Senior Subordinated Debt, B3, LGD5, 83% from LGD5, 86%

This rating was upgraded and LGD Assessment amended:

   -- Senior Secured Bank Loan, Ba2, LGD2, 29% from Ba3, LGD3,
      34%

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


KERASOTES SHOWPLACE: Moody's Holds Corporate Family Rating at B2
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Kerasotes Showplace Theatres LLC and assigned a B1 rating to
its proposed amended senior secured bank credit facility.  

The proposed amendment increases the size of its term loan by
$75 million, with proceeds expected to fund acquisitions of 13
additional theaters and 153 screens.  The B2 corporate family
rating can absorb the approximately half-turn increase in leverage
to approximately 6x debt-to-EBITDA pro forma for the transaction
from approximately 5.5x for the trailing twelve months through
Sept. 30.

The outlook remains stable.

These are the rating actions:

   * Kerasotes Showplace Theatres LLC

   -- Affirmed B2 corporate family rating
   -- Affirmed B3 probability of default rating
   -- Assigned B1 senior secured bank rating, LGD 2, 29%

The B2 corporate family rating for Kerasotes Showplace Theatres
LLC continues to reflect high financial risk, sensitivity to
product from movie studios, lack of scale, a weak industry growth
profile, and concerns that the company's aggressive expansion will
not yield desired returns.  Good liquidity, attractive concession
margins, a strong competitive position in its targeted smaller
markets, and an improving asset base support the rating.

Kerasotes Showplace Theatres, LLC, operates motion picture
theaters in the Midwestern and upper Midwestern regions of the
United States, including Illinois, Indiana, Iowa, Ohio, Missouri
and Minnesota.  The company currently operates 685 screens in 81
locations.  Its revenue for the 12 months ended Sept. 30, 2006,
was approximately $175 million.


LEVEL 3 COMMS: New $1 Billion Term Loan Rated B1 by Moody's
-----------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Level 3
Financing Inc.'s new $1 billion term loan and a B3 rating to the
$1 billion fixed and floating rate notes at Financing.

The proceeds from the new offerings will be used to refinance
existing debt, fund acquisitions or capital expenditures.

Moody's has affirmed Level 3 Communications, Inc.'s corporate
family rating at Caa1 with a stable outlook, as the pro-forma
leverage is expected to remain in the 8.5x range, as Moody's
expects the company to use the additional liquidity to refinance
higher coupon debt.  In addition, the rating agency expects the
company to commence generating free cash flow late in 2008.

Moody's has also affirmed the ratings of existing debt at Level 3.
The existing debt at Financing was downgraded one notch to B3,
given the increased debt level at that entity.  Moody's will
withdraw the ratings upon redemption of the existing 12 7/8%
senior discount notes due 2010, which the company plans to call
following the completion of the new notes offering.

Moody's has taken these ratings actions:

   * Level 3 Communications, Inc

      -- Corporate Family Rating Affirmed Caa1
      -- Probability of Default Rating Affirmed Caa1
      -- Senior Notes Affirmed Caa2, LGD5-78%
      -- Senior Euro Notes Affirmed Caa2, LGD5-78%
      -- Convertible Senior Notes Affirmed Caa2, LGD5-78%
      -- Convertible Subordinated Notes Affirmed Caa3, LGD6-94%

The outlook is satble.

   * Level 3 Financing, Inc

      -- New $1,000 million Term Loan Assigned B1, LGD1-4%

      -- Existing Senior Secured Term Loan Affirmed B1, LGD1-3%
         (to be withdrawn)

      -- New Senior Notes Assigned B3, LGD3-38%

      -- Senior Floating Rate Notes Downgraded to B3, LGD3-38%,
         from B2, LGD3-30%

      -- Senior Notes Downgraded to B3, LGD3-38%, from B2,
         LGD3-30%

The outlook is stable.

The Caa1 rating reflects the overall high business risk for the
long-haul carrier industry, Level 3's high financial risk and
continued cash burn, which is partly mitigated by its very good
near-term liquidity.  In addition, the company faces challenges in
integrating its six acquisitions announced in the past year.
Although Broadwing, which was recently acquired by Level 3, offers
primarily the same services as Level 3's core business, prior
acquisitions of metropolitan telecommunications companies
represent a new line of business for Level 3, and it puts the
company in competition with some of its larger customers, giving
rise to potential channel conflicts.

The stable outlook reflects Moody's views that Level 3 will
continue to achieve synergies from its acquisitions as it focuses
on the core telecommunications business, and the expectation that
should acquisition activity continue, it will not materially
impact the company's credit profile.  

Moody's also notes that while the company's leverage decline over
the past 18 months was driven by EBITDA growth, the company's
increased visibility in the equity markets has opened
opportunities to reduce its absolute debt levels.

Level 3 is a leading nationwide communications service provider
with sales of $3.3 billion in 2006, excluding the revenues of
Software Spectrum business which the company sold during 3Q 2006.
The company's headquarters are located in Broomfield, Colorado.


LODGNET ENTERTAINMENT: Earns $1.8 Million in 2006
-------------------------------------------------
LodgeNet Entertainment Corporation reported net income for 2006
of $1.8 million compared to a net loss of $7 million in 2005.  For
2006, revenue was $288.2 million, an increase of 4.5% compared to
2005.

The company also reported $21.7 million in net free cash flow
for 2006 as compared to $12.8 million in 2005.  For the fourth
quarter, revenue increased 3.1% to $69.6 million as compared to
$67.5 million in the fourth quarter of 2005.

The company reported a net loss of $0.1 million for the quarter
versus a net loss of $2.3 million for the same period a year ago.

"2006 was a historic year for the company as its focus on growth,
profitability and cash flow generation produced the milestone
result we have been long working toward -- positive net income."
said Scott C. Petersen, LodgeNet President and CEO.  "The
combination of growth in revenue and a reduction in depreciation
and interest expenses produced net income of $1.8 million, a
remarkable improvement over a net loss of $20.8 million in 2004
and $7 million in 2005."

"We executed on our strategy of expanding our networks and
integrating a broader array of solutions for our customers,"
continued Petersen.  "Within our core lodging business, average
Guest Pay revenue per room for the year increased 2.2% with per-
room revenue from other interactive services increasing 4%.  
A key driver of revenue growth was the increasing influence
of our digital system, which presents a broader array of
entertainment choices to the hotel guest and is now installed in
73% of our interactive room base.  In addition, our strategic
initiatives to expand our network, including healthcare facilities
and travel centers, produced $3.6 million of revenue, which was
approximately 30% of our revenue growth during the year, a solid
start into these two promising new markets."

"The execution of our business plan also produced a significant
increase in the level of cash flow generated by our business,"
said Gary H. Ritondaro, LodgeNet Senior Vice President and CFO.  
"In 2006, net free cash flow was $21.7 million, an increase of 70%
over the $12.8 million we generated in 2005, and over three times
the $6.3 million we earned in 2004.  This was accomplished as we
continued to expand our digital room base, which increased by more
than 100,000 rooms in 2006. As a result, we reduced long-term debt
by $21.5 million.  At year-end, our consolidated total leverage
ratio was 2.7x."

"As we look to 2007, we are focused on building upon our strategy
of expanding our networks and integrating additional market-valued
solutions," continued Petersen.  "Our recent acquisition of
StayOnline presents an excellent opportunity to drive additional
revenue streams through our customer base by providing high-speed
Internet access solutions and services -- one of the most highly
demanded services of the traveling business person.  In addition,
we plan to expand our presence in the healthcare and travel center
markets, both of which represent meaningful opportunities to
generate new revenue from the sale of our interactive television
systems and the delivery of service provided by our nationwide
technical organization.  Lastly, our pending acquisition of On
Command holds the promise of creating significant new benefits
for our lodging customers and shareholders as we combine the
technologies and talents of these two organizations."

Headquartered in Sioux Falls, South Dakota, LodgeNet Entertainment
Corporation (NASDAQ:LNET) -- http://www.lodgenet.com/-- provides    
cable, video-on-demand and video game entertainment services to
the lodging industry.  As of Sept. 30, 2006, the company provided
interactive and basic cable television services to approximately
6,100 hotel properties serving over one million rooms.

The company's balance sheet, at Sept. 30, 2006, showed
$268.9 million in total assets and $331.3 million in total
liabilities, resulting in a $62.4 million stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2006,
Moody's affirmed the 'B1' rating for both the Corporate
Family Rating and Probability of Default Rating of LodgeNet
Entertainment, the 'Ba1' rating for both the company's Senior
Secured Revolver and Senior Secured Term Loan, and the 'B2' rating
for the company's 9.5% Senior Sub Notes.  Moody's said the outlook
is positive.


MERITAGE MORTGAGE: S&P Cuts Rating on Class B-2 Certificates to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Class B-2
from Meritage Mortgage Loan Trust 2005-1 to 'B' from 'BB' and
placed it on CreditWatch with negative implications.  

In addition, the 'BB+' rating on class B-1 from series 2004-1 was
placed on CreditWatch with negative implications.  At the same
time, the ratings on various Meritage Mortgage Loan Trust
transactions, including those mentioned above, were affirmed.

The downgrade and CreditWatch placement of class B-2 from series
2005-1 are based on performance that has allowed monthly losses to
consistently outpace monthly excess interest, causing
overcollateralization (O/C) to fall to $1.2 million, below its
target of $4.6 million.  In addition, loss projections indicate
that this trend could continue and cause credit support for this
class to erode further.  As of the January 2007 distribution date,
cumulative losses for series 2005-1 totaled 1.55% of the original
pool balance.  Total delinquencies were 18.06% of the current pool
balance, and severe delinquencies were 9.82%.

The CreditWatch placement of the rating on class B-1 from series
2004-1 reflects the $21.1 million of loans that are severely
delinquent, compared with the $3.6 million in remaining credit
support provided by O/C.

Standard & Poor's will closely monitor the performance of the
classes with ratings on CreditWatch.  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,
Standard & Poor's will affirm the ratings on these classes and
remove them from CreditWatch.

Conversely, if losses continue to outpace excess interest, and the
level of O/C continues to decline, Standard & Poor's will take
further negative rating actions on these classes.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Total delinquencies
ranged from 13.92% to 33.59%, and severe delinquencies ranged
from 8.4% to 22.98%.  Cumulative losses ranged from 0.47%
to 2.16%.  Credit support is provided by a combination of
O/C, excess interest, and subordination.
     
The collateral for these transactions consists of fixed- and
adjustable-rate first-lien mortgage loans secured by one- to
four-family residential properties.
    
                    Rating Lowered And Placed On
                        Creditwatch Negative
   
                    Meritage Mortgage Loan Trust
                              Rating

           Series     Class       To                From
           ------     -----       --                ----
           2005-1     B-2         B/Watch Neg       BB
   
                Rating Placed On Creditwatch Negative
   
                    Meritage Mortgage Loan Trust
                              Rating
           Series     Class       To                From
           ------     -----       --                ----
           2004-1     B-1         BB+/Watch Neg     BB+
    
                         Ratings Affirmed
   
                    Meritage Mortgage Loan Trust

     Series      Class                                   Rating
     ------      -----                                   ------
     2003-1      1-A1, II-A2                             AAA
     2003-1      M-1                                     AA
     2003-1      M-2                                     A+
     2003-1      M-3                                     A
     2003-1      M-4                                     A-
     2003-1      M-5                                     BBB+
     2003-1      M-6                                     BBB
     2003-1      M-7                                     BBB-
     2004-1      I-A1, II-A2                             AAA
     2004-1      M-1                                     AA
     2004-1      M-2                                     AA-
     2004-1      M-3                                     A+
     2004-1      M-4                                     A
     2004-1      M-5                                     A-
     2004-1      M-6                                     BBB+
     2004-1      M-7                                     BBB
     2004-1      M-8                                     BBB-
     2004-2      I-A1, II-A2, II-A3                      AAA
     2004-2      M-1,M-2                                 AA+
     2004-2      M-3                                     AA
     2004-2      M-4                                     AA-
     2004-2      M-5                                     A+
     2004-2      M-6                                     A
     2004-2      M-7                                     A-
     2004-2      M-8                                     BBB+
     2004-2      M-9                                     BBB
     2004-2      M-10                                    BBB-
     2004-2      B-1                                     BB+
     2004-2      B-2                                     BB
     2005-1      I-A1,I-A2,II-A2,II-A3                   AAA
     2005-1      M-1,M-2                                 AA+
     2005-1      M-3,M-4                                 AA
     2005-1      M-5                                     AA-
     2005-1      M-6                                     A+
     2005-1      M-7                                     A
     2005-1      M-8                                     A-
     2005-1      M-9                                     BBB+
     2005-1      M-10                                    BBB
     2005-1      M-11                                    BBB-
     2005-1      B-1                                     BB+
     2005-2      I-A1,II-A1,II-A2,II-A3                  AAA
     2005-2      M-1,M-2                                 AA+
     2005-2      M-3,M-4                                 AA
     2005-2      M-5                                     AA-
     2005-2      M-6                                     A+
     2005-2      M-7                                     A
     2005-2      M-8                                     A-
     2005-2      M-9                                     BBB+
     2005-2      M-10                                    BBB
     2005-2      M-11                                    BBB-
     2005-3      A-1,A-2,A-3,A-4,A-5                     AAA
     2005-3      M-2,M-3                                 AA+
     2005-3      M-4,M-5                                 AA
     2005-3      M-6                                     AA-
     2005-3      M-7                                     A+
     2005-3      M-8                                     A
     2005-3      M-9                                     A-
     2005-3      B-1                                     BBB+
     2005-3      B-2                                     BBB


MORGAN STANLEY: Moody's Holds B3 Rating on $2.6MM Class M Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 13 classes of Morgan Stanley Dean
Witter Capital I Trust 2001-TOP 5, Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP5:

   -- Class A-2, $15,445,575, Fixed, affirmed at Aaa
   -- Class A-3, $136,593,000, Fixed, affirmed at Aaa
   -- Class A-4, $517,000,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $31,259,000, Fixed, affirmed at Aaa
   -- Class C, $28,655,000, Fixed, upgraded to Aa2 from Aa3
   -- Class D, $10,420,000, Fixed, upgraded to A1 from A2
   -- Class E, $20,840,000, WAC, upgraded to Baa1 from Baa2
   -- Class F, $13,025,000, WAC, affirmed at Baa3
   -- Class G, $10,420,000, Fixed, affirmed at Ba1
   -- Class H, $10,420,000, Fixed, affirmed at Ba2
   -- Class J, $7,815,000, Fixed, affirmed at Ba3
   -- Class K, $5,210,000, Fixed, affirmed at B1
   -- Class L, $5,210,000, Fixed, affirmed at B2
   -- Class M, $2,604,000, Fixed, affirmed at B3

As of the Jan 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 20.8%
to $825.3 million from $1.0 billion at securitization.  

The Certificates are collateralized by 130 mortgage loans ranging
in size from less than 1.0% to 6.2% of the pool, with the top 10
loans representing 34.8% of the pool.  The largest loan in the
pool is shadow rated investment grade.  Seventeen loans,
representing 8.5% of the pool, have defeased and are
collateralized by U.S. Government securities.

Two loans have been liquidated from the trust, resulting in
minimal realized losses.  Currently there are no loans in special
servicing.  Fifteen loans, representing 10.9% of the pool, are on
the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 97.1% and 64.7%, respectively, of the pool.
Moody's loan to value ratio for the conduit component is 71.0%,
compared to 76.3% at Moody's last full review in August 2005 and
compared to at securitization.  Moody's is upgrading Classes C, D
and E due to increased credit support and stable overall pool
performance.

The shadow rated loan is the Manufactured Home Communities
Portfolio Loan at $47.1 million (5.7%), which is secured by seven
manufactured housing communities located in Florida, suburban
Phoenix, suburban Denver and Las Vegas.  The portfolio totals
2,105 units and each community has a full complement of amenities.
As of June 2006, the portfolio was 90.5% occupied, essentially the
same as at last review.  The loan sponsor is Manufactured Home
Communities, Inc., a major owner/operator of manufactured housing
communities.  Moody's current shadow rating is Baa3, the same as
at last review.

The top three conduit loans represent 13.6% of the outstanding
pool balance.  The largest conduit loan is the Apache Mall Loan at
$55.6 million (6.2%), which is secured by the borrower's interest
in a 752,000 square foot regional mall located approximately 70
miles southeast of Minneapolis in Rochester, Minnesota.  The
center is anchored by Sears, Marshall Field's, J.C. Penney and
Herberger's and is the dominant mall in its trade area.  As of
December 2005 the property was 97.6% occupied, essentially the
same as at last review.  The loan sponsor is General Growth
Properties, Inc.  Moody's LTV is 55.5%, compared to 56.8% at last
review.

The second conduit loan is the Great American Technical Center
Loan at $34.5 million (4.2%), which is secured by two office/R&D
buildings totaling 237,000 square feet located in Santa Clara,
California.  The property is part of the 5.5 million square foot
Marriott Business Park.  This formerly investment grade shadow
rated loan is now treated as part of the conduit component due to
a decline in performance.  At securitization the property was
100.0% leased to three tenants.  However two tenants vacated upon
lease expiration in November 2004 and the property's sole tenant
is Broadcom.  Although the Santa Clara office/R&D market has
slightly improved since last review, rental rates are
significantly below the rates in effect at securitization.  
Moody's LTV is 91.3%, compared to 71.0% at securitization.

The third largest conduit loan is the Great Western Savings
Building Loan at $26.6 million (3.2%), which is secured by a
153,000 square foot Class A office building located in downtown
Berkeley, California.  As of September 2006 the property was 86.1%
occupied, compared to 95.0% at last review.  Major tenants include
Power Bar Inc. and MPR Associates, Inc.  Performance has been
impacted by decreased occupancy. Moody's LTV is 80.6%, compared to
78.9% at last review.

The pool's collateral is a mix of office, retail, industrial and
self storage, multifamily and U.S. Government securities.  The
collateral properties are located in 25 states.  The highest state
concentrations are California, Minnesota, Florida, Georgia and New
Jersey.  All of the loans are fixed rate.


NASDAQ: Failed LSE Offer Cues Moody's to Affirm Ba3 Ratings
-----------------------------------------------------------
Moody's Investors Service confirmed the Ba3 ratings of The NASDAQ
Stock Market Inc. following NASDAQ's Feb. 10, 2007 disclosure that
its Final Offer to acquire all of the common shares of the London
Stock Exchange Group PLC has lapsed.

NASDAQ's rating outlook is stable.  This concludes Moody's review
that commenced on Nov. 20, 2006.

The stable outlook on the Ba3 ratings reflects the operational
improvements achieved by NASDAQ in the last several years,
including the strong performance in 2006.  Though event risk
associated with the LSE stake continues to be present, over the
past three years NASDAQ has reengineered its businesses and
reclaimed market share in trading of NASDAQ-listed securities.  

As a result, the firm is generating improved cash flow which the
firm can apply to debt reduction if it chooses.  However, there
remains uncertainty about how the firm will deploy its improving
free cash flow, as the global exchange industry consolidates.

"The major unknown regarding future debt levels at NASDAQ is its
role in the ongoing domestic and global consolidation of trading
platforms," said Moody's Senior Vice President Peter Nerby.

"The company is an aggressive consolidator and we expect this to
continue."

The potential for upward movement in NASDAQ's ratings is limited,
reflecting the possibility that NASDAQ may initiate another
debt-financed offer to acquire the LSE in the future.  This event
risk limits the upward potential in NASDAQ's ratings, even if
operating performance and leverage measures improve during 2007.

Moody's regards NASDAQ's 28.75% stake in the LSE as a long-term
strategic investment, which Moody's believes the company intends
to hold.  However, in the event that the position was sold,
proceeds would likely be used to reduce indebtedness, which would
sharply improve NASDAQ's credit metrics, including leverage and
coverage measures.  However, NASDAQ's current Debt/EBITDA ratio of
4.9x is high for a Ba3-rated company.

These ratings of NASDAQ were confirmed at Ba3, with a stable
outlook:

   -- Corporate Family Rating at Ba3
   -- $750 million, six-year Senior Term Loan B Facility at Ba3
   -- $75 million, five-year Revolving Credit Facility at Ba3
   -- $434.8 million six-year Term Loan C Facility at Ba3

NASDAQ operates a leading US stock exchange and reported earnings
of $30.2 million for 3Q06.


NATIONAL GAS: Trustee Can Access Cash Collateral Until June 30
--------------------------------------------------------------
The Hon. A Thomas Small of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Richard M. Hutson,
II, the Chapter 11 Trustee for National Gas Distributors LLC, to
continue using the cash collateral securing repayment of its
prepetition obligations to First-Citizens Bank & Trust Company and
Chatham Investment Fund QP II, LLC, until June 30, 2007.

Chatham Investment Fund QP II and Chatham Investment Fund II, LLC,
initially objected while Branch Banking and Trust Company and
First-Citizens Bank & Trust Company asked the Court to prohibit
the use of cash collateral.

The Trustee promised to limit the use of the lenders' cash
collateral based on an interim budget, a copy of which is
available for free at http://ResearchArchives.com/t/s?19cb

First-Citizens holds a first lien on the Debtor's accounts
receivable and its proceeds.  Chatham Investment holds a second
lien on the Debtor's accounts receivable and a first lien on all
tangible and intangible assets of the Debtor, including "deposit
accounts" as defined in the Uniform Commercial Code.

The Trustee will provide the lenders with adequate protection of
their liens.

National Gas Distributors, LLC -- http://www.gaspartners.com/--  
supplied natural gas, propane, and oil to industrial, municipal,
military, and governmental facilities.  As of mid-December 2005,
the Company effectively ceased business operations due to
inadequate remaining capital and its inability to arrange for the
purchase and delivery of natural gas to its customers.  The
Company filed for bankruptcy on January 20, 2006 (Bankr. E.D.N.C.
Case No. 06-00166).  Ocie F. Murray, Jr., Esq., at Murray Craven
& Inman LLP represented the Debtor in its restructuring efforts.
Richard M. Hutson, II, serves as the Chapter 11 Trustee, and is
represented by Emily C. Weatherford, Esq., and John A. Northen,
Esq., at Northen Blue LLP.  When the Debtor filed for bankruptcy,
it estimated between $1 million to $10 million in assets and $10
million to $50 million in debts.


NMHG HOLDING: Moody's Withdraws All Ratings for Business Reasons
----------------------------------------------------------------
Moody's Investors Service withdrew all of the ratings for NMHG
Holding Co., which include:

   * corporate family rating of B2;
   * probability of default rating of B2;
   * senior secured term loan rating of B1, LGD3, 40%; and
   * stable outlook.

Moody's also withdrew the stable outlook for NACCO Materials
Handling Group, Inc.  Moody's has withdrawn these ratings for
business reasons.

NMHG is a wholly owned subsidiary of NACCO Materials Handling
Group, Inc.  NMHG, headquartered in Portland, Oregon, is a major
manufacturer of industrial lift trucks under the Hyster and Yale
brand names.


NORTHLAKE CDO: Fitch Junks Rating on $14 Million Preference Shares
------------------------------------------------------------------
Fitch downgrades three and affirms two classes of notes issued by
Northlake CDO I.  

These rating actions are the result of Fitch's review process and
are effective immediately:

   -- $174,000,000 class I-MM floating-rate notes affirmed at
      'AAA/F1';

   -- $56,000,000 class I-A floating-rate notes affirmed at 'AAA';

   -- $45,000,000 class II floating-rate notes downgraded to 'A'
      from 'AA'.

   -- $13,051,481 class III floating-rate notes downgraded to 'BB'
      from 'BBB'; and

   -- $14,000,000 preference shares downgraded to 'C' and assigned
      a Distressed Recovery rating of 6' from 'BB'.

Northlake CDO I is a cash collateralized debt obligation managed
by Deerfield Capital Management LLC which closed Feb. 26, 2003.
The portfolio is composed of residential mortgage backed
securities, commercial mortgage backed securities, asset backed
securities, and CDOs.  Included in this review, Fitch discussed
the current state of the portfolio with the asset manager and
conducted cash flow modeling for various default timing, interest
rate scenarios, and prepayment assumptions to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

Since last review, there has been an increase in the par value of
the assets for which Fitch does not expect a full par recovery.
The weighted average coupon and spread declined to 6.65% from
6.75% and 2.43% from 2.45%, respectively.  The additional
mezzanine par value coverage test is currently failing and is
projected to remain out of compliance in most of the future
periods.  As a result, preference shares are unlikely to receive
the remaining principal.

In addition, the 1.4% increase in a three-month LIBOR since last
review is projected to compress excess spread in the future.
Approximately half of the portfolio is fixed-rate assets which
Fitch expects to amortize slower than the reduction in the
notional of the interest rate swap, which terminates in March
2012.

The ratings of the class I-MM, I-A, and II notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the class III notes addresses the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date. The rating of the
preference shares addresses the ultimate payment of a 2% internal
rate of return.  Additionally, the 'F1' rating on the class I-MM
notes is based on the support provided to the notes by the put
agreement provided by AIG Financial Products Corp.


NORTHSTAR CBO: Fitch Junks Rating on $51 Million Class A-3 Notes
----------------------------------------------------------------
Fitch downgrades one class of notes and withdraws ratings on one
class of notes issued by Northstar CBO 1997-2 Ltd./Corp.

These rating actions are effective immediately:

   -- $51,456,985 class A-3 notes downgraded to 'C/DR6' from
      'CC/DR4'; and

   -- The 'C/DR5' rating on the class B notes is withdrawn.

Northstar 1997-2 is a collateralized bond obligation which closed
July 15, 1997 and is managed by ING Investment Management Company.
Since the last review on Dec. 2, 2005 all performing collateral in
the portfolio has been sold, and according to the Jan. 2, 2007
trustee report only two defaulted assets remain in the portfolio.

The class B noteholders reached an agreement with Dresdner Bank,
with whom they had a $10 million letter of credit, to redeem 100%
of the notes on the July 17, 2006 payment date and thus are no
longer outstanding.

The class A-3 notes were able to stay current on interest payments
through the Jan. 15, 2006 payment date with the use of principal
proceeds to pay the interest shortfall.  After interest shortfalls
were paid, the remaining principal proceeds were used to amortize
the A-3 notes.

The class A-3 notes began deferring interest on the July 17, 2006
payment date, and have deferred a total of $2.6 million of
interest proceeds to date.  On the Jan. 16, 2007 payment date, all
interest and some principal proceeds were used to pay fees. The
remaining principal proceeds were used to pay approximately
$103,000 of the current interest due on the class A-3 notes.  The
remaining $1.7 million of interest due was deferred.  The class
A-3 notes have received approximately 43% of their original
principal balance to date.

This downgrade is a result of the CBO's insufficient ability to
generate interest and principal proceeds to fully pay interest and
principal on the A-3 notes going forward.  Fitch is keeping the
rating on the class A-3 notes outstanding pending possible
recovery on the defaulted assets.  Fitch plans to closely monitor
this transaction and withdraw ratings when appropriate.


NOVELIS CORP: Hindalco Deal Prompts Moody's Ratings Review
----------------------------------------------------------
Moody's Investors Service placed the ratings of Novelis Inc. and
its subsidiary, Novelis Corporation, under review for possible
downgrade.

The review is prompted by the company's report that it has entered
into a definitive agreement with Hindalco Industries Limited, one
of India's largest non-ferrous metals companies, for Hindalco to
acquire Novelis in an all-cash transaction which values Novelis at
approximately $6.0 billion, including approximately $2.4 billion
of debt.  Under the terms of the agreement, Novelis shareholders
will receive $44.93 in cash for each outstanding common share.

The review for downgrade reflects Moody's concerns that the
transaction could be accompanied by an increased level of debt at
Novelis to accomplish the acquisition.  The review for Novelis's
ratings will focus on the completion of the proposed transaction,
including the final composition of debt within Novelis and
Hindalco, pro-forma credit metrics, the strategic positioning of
the combined company, and the potential for a change in financial
philosophy at Novelis.  Although the transaction has been approved
by both companies' boards, Novelis shareholders must still agree
to the deal with a two-thirds majority vote.  The transaction also
remains subject to regulatory approvals.

To the extent existing debt at Novelis is repaid, the relevant
ratings will be withdrawn.

On Review for Possible Downgrade:

   * Novelis Corporation

      -- Ba2 Guaranteed Senior Secured Term Loan B, Placed on
         Review for Possible Downgrade

   * Novelis Inc.

      -- B1 Corporate Family Rating, Placed on Review for Possible
         Downgrade

      -- B1 Probability of Default Rating, Placed on Review for
         Possible Downgrade

      -- Ba2 Guaranteed Senior Secured Revolving Credit Facility,
         Placed on Review for Possible Downgrade

      -- Ba2 Guaranteed Senior Secured Term Loan B, Placed on   
         Review for Possible Downgrade

      -- B2 Guaranteed Senior Global Notes, Placed on Review for
         Possible Downgrade

Outlook Actions:

      * Novelis Corporation

      -- Outlook, Changed To Rating Under Review From Stable

   * Novelis Inc.

      -- Outlook, Changed To Rating Under Review From Stable

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  In the trailing twelve
months ended Sept. 30, 2006, the company had total shipments of
approximately 3.2 million tons and generated approximately
$9.4 billion in revenues.


NOVELIS INC: Supplies Aluminum Sheet for GM's 2007 GMC Acadia
-------------------------------------------------------------
General Motors Corp. has selected Novelis Inc. to supply aluminum
sheet for the hood of the all-new 2007 GMC Acadia, the brand's
first crossover SUV.

The aluminum sheet for the Acadia will be supplied from Novelis
rolling mills in Oswego, N.Y., and Kingston, Ont.

"The automotive market is a key growth segment for Novelis," Buddy
Stemple, Vice President and General Manager of Novelis North
America's Specialty Products Group, said.  

"The award of this business signifies the growing demand for
light-weight solutions and further demonstrates our ability to
deliver innovative products and services to the market."

The Acadia is now available in North American showrooms.  Built on
GM's new unibody Lambda platform, the new crossover vehicle
delivers car-like handling and available seating for up to eight
adults.

Based in Atlanta, Georgia, Novelis, Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- provides customers with a regional   
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has around 13,000 employees.  
Through its advanced production capabilities, the company supplies
aluminum sheet and foil to the automotive and transportation,
beverage and food packaging, construction and industrial, and
printing markets.  The company has facilities in Hongkong,
Malaysia, Canada, U.S. and Switzerland, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2006,
Moody's Investors Service downgraded Novelis Inc.'s corporate
family rating to B1 from Ba3, the bank revolver rating to Ba3
from Ba2, the bank term loan rating to Ba3 from Ba2, and senior
unsecured notes to B2 from B1.  Moody's also downgraded Novelis
Corp.'s bank term loan rating to Ba3 from Ba2.


NOVELIS INC: Hindalco Industries Acquires Firm for $6 Billion
-------------------------------------------------------------
Hindalco Industries Ltd. entered into a definitive agreement with
Novelis Inc. to acquire the company in an all-cash transaction.

The deal values Novelis at around $6 billion, including
approximately $2.4 billion of debt.  Under the terms of the
agreement, Novelis shareholders will receive $44.93 in cash for
each outstanding common share.

Hindalco is a leader in Asia's aluminum and copper industries, and
is the flagship company of the Aditya Birla Group, a $12-billion
multinational conglomerate, with a market capitalization in excess
of $20 billion.  After the transaction, Hindalco, with Novelis,
will be the world's largest aluminum rolling company, one of the
biggest producers of primary aluminum in Asia, and India's leading
copper producer.

"The acquisition of Novelis is a landmark transaction for
Hindalco and our Group," Aditya Birla Group Chairman Kumar
Mangalam Birla said.  

"It is in line with our long-term strategies of expanding our
global presence across our various businesses and is consistent
with our vision of taking India to the world.  The combination of
Hindalco and Novelis will establish a global integrated aluminum
producer with low-cost alumina and aluminum production facilities
combined with high-end aluminum rolled product capabilities.  The
complementary expertise of both these companies will create and
provide a strong platform for sustainable growth and ongoing
success."

"After careful consideration, the Board has unanimously agreed
that this transaction with Hindalco delivers outstanding value to
Novelis shareholders.  Hindalco is a strong, dynamic company,"
Novelis Acting CEO Ed Blechschmidt said.  

"The combination of Novelis' world-class rolling assets with
Hindalco's growing primary aluminum operations and its downstream
fabricating assets in the rapidly growing Asian market is an
exciting prospect.  Hindalco's parent, the Aditya Birla Group, is
one of the largest and most respected business groups in India,
with growing global activities and a long-term business view."

"There are significant geographical market and product synergies,
Debu Bhattacharya, Managing Director of Hindalco and Director of
Aditya Birla Management Corp. Ltd., said.  

"Novelis is the global leader in aluminum rolled products and
aluminum can recycling, with a global market share of about 19%.  
Hindalco has a 60% share in the currently small but potentially
high-growth Indian market for rolled products. Hindalco's position
as one of the lowest cost producers of primary aluminum in the
world is leverageable into becoming a globally strong player.  The
Novelis acquisition will give us immediate scale and a global
footprint."

The transaction has been unanimously approved by the Boards of
Directors of both companies.  The closing of the transaction is
not conditional on Hindalco obtaining financing.  The transaction
will be completed by way of a plan of arrangement under applicable
Canadian Law.  It will require the approval of 66-2/3% of the
votes cast by shareholders of Novelis Inc. at a special meeting to
be called to consider the arrangement followed by Court approval.
The transaction is also subject to certain other customary
conditions, including the receipt of regulatory approvals.  The
transaction will be completed in the second quarter of 2007.

                   About the Aditya Birla Group

The Aditya Birla Group -- http://www.adityabirla.com/--  
participates in a wide range of market sectors including, viscose
staple fiber, non-ferrous metals, cement, viscose filament yarn,
branded apparel, carbon black, chemicals, fertilizers, sponge
iron, insulators, financial services, telecom, BPO and IT
services.

                          About Hindalco

Headquartered in Mumbai, India, Hindalco Industries Ltd. --
http://www.hindalco.com/-- is structured into two strategic  
businesses, aluminum and copper, with 2006 revenues of
approximately $2.6 billion.  Hindalco's integrated operations and
operating efficiency have positioned the company as Asia's largest
integrated primary producer of aluminum and among the most cost-
efficient producers globally.  Its copper smelter is the world's
largest custom smelter at a single location.  Hindalco stock is
publicly traded on the Bombay Stock Exchange and the National
Stock Exchange of India Ltd. Its current market capitalization is
$4.3 billion.

                         About Novelis Inc.

Based in Atlanta, Georgia, Novelis, Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- provides customers with a regional   
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has around 13,000 employees.  
Through its advanced production capabilities, the company supplies
aluminum sheet and foil to the automotive and transportation,
beverage and food packaging, construction and industrial, and
printing markets.  The company has facilities in Hongkong,
Malaysia, Canada, U.S. and Switzerland, among others.


NOVELIS INC: Hindalco Merger Cues S&P's Developing CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Novelis
Inc., including the 'BB-' long-term corporate credit rating, on
CreditWatch with developing implications after the company
reported a definitive agreement to be acquired by Hindalco
Industries Ltd.  

This CreditWatch placement means the ratings could be raised,
lowered, or affirmed depending on the currently unknown sequence
of events.  The ratings on Novelis or its rated debt could also be
withdrawn as details of the financing package are revealed.  All
of Novelis' rated debt instruments--the $1.4 billion unsecured
notes and the $1.8 billion secured credit facilities--include
change-of-control provisions that could trigger their redemption.

"Novelis' credit profile continues to be pressured by unexpectedly
volatile profitability and higher interest expenses stemming from
amendments on its senior secured credit facilities," said Standard
& Poor's credit analyst Donald Marleau.

"Furthermore, persistently high metals prices are contributing to
higher debt-financed working capital investments," Mr. Marleau
added.

The company's liquidity remains exposed to its volatile earnings,
although the financial covenants were relaxed through March 31,
2008, such that the company should maintain adequate access under
its $500 million revolving credit facility.
    
Standard & Poor's does not rate Hindalco, but the company appears
to have a good credit profile, with attractive primary aluminum
assets and a solid financial risk profile, offset by low and
volatile profitability in its copper assets and a strong growth
orientation. The credit implications of Hindalco's ownership by
the Aditya Birla Group are unclear.

Standard & Poor's will resolve the CreditWatch only after the
companies outline the final ownership structure and financing
package.


OMEGA HEALTHCARE: Earns $55.7 Million in Year Ended December 31
---------------------------------------------------------------
Omega Healthcare Investors Inc. reported $13.4 million of net
income on $36.2 million of operating revenues for the fourth
quarter ended Dec. 31, 2006, compared with $21 million of net
income on $28.4 million of operating revenues for the same period
in 2005.

For the twelve-month period ended Dec. 31, 2006, the company
reported $55.7 million of net income on $135.7 million of
operating revenues, compared with $38.8 million of net income on
$109.6 million of operating revenues in 2005.

Operating expenses for the three months ended Dec. 31, 2006,
totaled $13 million, comprised of $8.8 million of depreciation and
amortization expense, $3.1 million of general and administrative
expenses, a non-cash provision for uncollectible accounts
receivable of $800,000 and $300,000 of restricted stock expense.

General and administrative expenses of $3.1 million included
approximately $1.2 million of professional fees related to the
amendments filed on Dec. 14, 2006 to restate the company's annual
report on Form 10-K for the year ended Dec. 31, 2005, and its
quarterly reports on Form 10-Q for the three-month periods ended
March 31, 2006, and June 30, 2006.

Other income and expense for the three months ended Dec. 31, 2006,  
was a net expense of $9.4 million and was primarily comprised of
$11.9 million of interest expense, $400,000 of non-cash interest
expense, a $3.6 million gain associated with investments in a
preferred stock and subordinated note and $600,000 decrease in the
fair value of a derivative.

Operating expenses for the twelve months ended Dec. 31, 2006,
totaled $46.6 million, comprised of $32.1 million of depreciation
and amortization expense, $9.2 million of general and
administrative expenses (which includes $1.2 million of
restatement related expenses), a non-cash provision for
uncollectible accounts receivable of $800,000 and $4.5 million of
restricted stock expense.

Other income and expense for the twelve months ended
Dec. 31, 2006, was a net expense of $31.8 million and was
primarily comprised of $42.2 million of interest expense,
$5.4 million of non-cash interest expense, a $2.7 million gain on
the sale of Sun common stock, a $3.6 million gain associated with
investments in a preferred stock and subordinated note and a
$9.1 million increase in the fair value of a derivative.

At Dec. 31, 2006, the company's balance sheet showed $1.2 billion
in total assets, $709.9 million in total liabilities, and
$465.4 million in total stockholders' equity.

                      About Omega Healthcare

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. (NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real
estate investment trust investing in and providing financing to
the long-term care industry.  At Dec. 31, 2006, the company owned
or held mortgages on 239 skilled nursing facilities and assisted
living facilities with approximately 27,302 beds located in 27
states and operated by 32 third-party healthcare operating
companies.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2006,
Fitch upgraded Omega Healthcare Investors' senior unsecured notes
to 'BB' from 'BB-' and its preferred stock to 'B+' from 'B'.
Additionally, Fitch assigned the company's secured credit facility
at 'BB+'.  The Outlook on all Ratings is Stable.


OWENS & MINOR: Earns $7.3 Million in Fourth Quarter Ended Dec. 31
-----------------------------------------------------------------
Owens & Minor Inc. earned $7.3 million of net income on
$1.6 billion of revenues for the fourth quarter ended
Dec. 31, 2006, compared with $15.7 million of net income on
$1.2 billion of revenues in the same period last year.  

Revenue growth in the fourth quarter included the contribution of
approximately $282 million in revenue from the recent acquisition
of the acute-care distribution business of McKesson Medical-
Surgical.  Excluding the contribution from the acquired business,
revenue grew at a very strong 12.7%.

"After a very busy year at Owens & Minor, we are looking forward
to rapid integration of the acquired McKesson business, as well as
opportunities for growing these new customer relationships in
2007," said Craig R. Smith, president & chief executive officer of
Owens & Minor.  

For the quarter, gross margin was 10.6% of revenue, compared to
10.8% in the same period last year.  The company attributed the
slight decline in gross margin to the transition of a large volume
of new and converted customer accounts.  Selling, general and
administrative expenses for the quarter, which reflected the
fourth quarter charge in the direct-to-consumer business and
additional costs associated with transitioning the McKesson
acquisition, were 9.1% of revenue, compared to 7.8% in the same
period last year.

Owens & Minor reported $48.7 million of net income on revenue of
$5.5 billion in 2006, compared with $64.4 million of net income on
revenue of $4.8 billion in 2005.  Reported revenue included
approximately $282 million from the recent acquisition of the
McKesson business.  Excluding revenue from the acquisition,
revenue growth was 8.9% for the year.

Gross margin for the year was 10.8% of revenue, improved from
10.7% in 2005.  Selling, general and administrative expenses for
the full year was 8.5% of revenue, compared to 7.9% last year.
This increase was driven primarily by increases in the allowance
for doubtful accounts receivable for the direct-to-consumer
business and the costs associated with the transition of the
acute-care business.  As a result, operating earnings for 2006
were 1.9% of revenue, down from 2.4% in 2005.

At Dec. 31, 2006, the company's balance sheet showed $1.7 billion
in total assets, $1.1 billion in total liabilities, and
$547.4 million in total stockholders' equity.

               Net Cash Used in Operating Activities

In addition to the increases in working capital related to the
McKesson transition, Owens & Minor used cash in 2006 to fund
strong organic revenue growth, resulting in negative operating
cash flow of $73.6 million for the year.  Uses of cash included
increased inventory levels and higher receivables.

                   Acquisition Transition Update

Effective Sept. 30, 2006, Owens & Minor acquired certain assets of
the acute-care distribution business of McKesson Medical-Surgical
for approximately $168 million, including approximately
$122 million in net inventory.  Owens & Minor anticipates that the
acquisition will add in excess of $900 million in annual revenues
to Owens & Minor.

Owens & Minor and McKesson are now at the mid-point of a
comprehensive, six-month coordinated plan to transition the acute-
care customers, facilities and inventory to Owens & Minor.
Transition activities include complex tasks such as developing
inventory demand forecasts, cross-referencing product data files,
converting customers and their contracts to Owens & Minor systems,
expanding selected facilities, conducting training for teammates,
moving inventory to Owens & Minor facilities, and upgrading
mainframe computer capacity.

To date, more than 50% of the customer base has been converted and
three of the acquired distribution facilities have been closed.
The conversion effort has progressed smoothly and remains on
schedule to be completed in March 2007, as originally planned.

                        About Owens & Minor

Headquartered in Richmond, Virginia, Owens & Minor Inc.
(NYSE: OMI) -- http://www.owens-minor.com/-- is a distributor of  
national name-brand medical and surgical supplies, and a
healthcare supply chain management company.  With a diverse
product and service offering and distribution centers throughout
the United States, the company serves hospitals, integrated
healthcare systems, alternate care locations, group purchasing
organizations, the federal government and consumers.

A FORTUNE 500 company, Owens & Minor also provides technology and
consulting programs that enable healthcare providers to maximize
efficiency and cost-effectiveness in materials purchasing, improve
inventory management and streamline logistics across the entire
medical supply chain--from origin of product to patient bedside.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Serice affirmed its Ba2 Corporate Family Rating  
on Owens & Minor Inc. and held its Ba2 rating on the company's
6.35% Notes due 2016.


PACIFIC LUMBER: Panel Objects to Scopac's Use of Cash Collateral
----------------------------------------------------------------
The Ad Hoc Committee of Timber Noteholders of Scotia Pacific
Company LLC opposes Scopac's use of the cash collateral beyond
that contemplated in the second interim cash collateral order,
because Scopac has not satisfied any of the conditions of the
order as of Feb. 5, 2007.

Specifically, the Ad Hoc Committee argues that Scopac failed to
(i) file detailed budgets to its secured lenders and to
renegotiate further use of the cash collateral, and (ii) furnish
weekly reports to its secured lenders.

As reported in the Troubled Company Reporter on Jan. 24, 2007,
Scopac obtained the U.S. Bankruptcy Court for the Southern
District of Texas' authority, on an interim basis, to use cash
collateral in which Bank of America National Trust and Savings
Association and Bank of New York Trust Company NA each possess an
interest, including funds in the Scheduled Amortization Account, a
reserve account used to support principal payments on the Timber
Notes.  As of Jan. 18, 2007, approximately $42,500,000 in funds
was on deposit in the SAR account.

Scopac required immediate access to Cash Collateral to fund
payroll obligations and payment of necessary operating expenses.

Scopac's principal debt consists of more than $700,000,000 of
secured obligations owed in respect of the Timber Notes, more
than 90% of which claims are owned by the Noteholder Committee's
members.  The Timber Notes are senior secured obligations of
Scopac, secured by, inter alia, the Debtor's timber and related
proceeds.

Mr. Melko contends that Scopac has made no showing that the
Noteholder Committee members' interest in the Timber Notes will
be adequately protected.

Moreover, in the absence of a budget, the Court has no indication
that Scopac can make cash payments or provide the Noteholder
Committee members with an additional or replacement lien, or that
it is able to provide the "indubitable equivalent" of the
Noteholder Committee members' interest in their collateral, Mr.
Melko says.

The Court set a final hearing tomorrow, Feb. 15, 2007, to consider
Scopac's cash collateral request.

                        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 Gets Authority to Pay Critical Vendors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, granted authority to Scotia Pacific
Company LLC, at its discretion, to pay all or a portion of the
prepetition claims of certain critical vendors up to an aggregate
of $198,000, subject to the condition that Scopac may only pay the
Critical Vendor Claims identified on the critical vendor list
provided to the counsel of the Official Committee of Unsecured
Creditors on Feb. 3, 2007.  

As reported in the Troubled Company Reporter on Feb. 6, 2007,  
Scopac sought the Court's permission to pay, in the ordinary
course of business and in its sole discretion, the
prepetition fixed, liquidated and undisputed claims of the
Critical Vendors.  Scopac further asked the Court to allow it to
pay Critical Vendors up to $200,000, if the amounts reflected in
its books and records are not accurate.

Shortly before its bankruptcy filing, Scopac informed the Court
that it undertook the process of identifying and selecting the
vendors, suppliers and service providers that were critical to its
business.

According to Scopac, it evaluated which vendor payments will be
critical to avoid business interruption by considering which
vendors:

   -- have the right to impose statutory mechanic's and
      materialmen's, common carrier or possessory liens on
      Scopac's property;

   -- are parties to executory contracts and whose prepetition
      claims would have to be paid in full if Scopac elected to
      assume the vendors' contracts;

   -- supplied goods to Scopac in the ordinary course of its
      business within 20 days before the Petition Date; and

   -- have reclamation rights.

Scopac sought the Court's authority to satisfy, according to
customary terms, up to 100% of a Critical Vendor Claim on these
conditions:

   (a) The Claims will be paid by check or by wire transfer of
       funds; and

   (b) By accepting payment, the Critical Vendor agrees to
       continue extending credit and supplying materials,
       equipment, goods and services to Scopac.

                        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).


PINNACLE FOODS: Agrees to $2.16 Billion Buyout by Blackstone Group
------------------------------------------------------------------
Pinnacle Foods Group Inc. has entered into a definitive agreement
to be acquired by affiliates of The Blackstone Group, a private
investment and advisory firm, for approximately $2.16 billion in
cash and the assumption of certain obligations.

"Pinnacle is a great company that has made tremendous progress
over the past three and a half years in revitalizing its brands,
building its market presence and positioning itself for long-term
strength and success," C. Dean Metropoulos, Executive Chairman of
Pinnacle Foods and, through CDM Group, a member of Pinnacle's
current ownership group, said.  "The transaction announced today
speaks volumes about how much we have accomplished together since
2003.  I am confident that under the ownership of The Blackstone
Group and the continuing leadership of Jeff Ansell and his
colleagues on Pinnacle's management team, Pinnacle employees,
customers, business partners and investors can expect more great
things from Pinnacle in the years ahead."

"The men and women of Pinnacle Foods are extremely excited to
partner with The Blackstone Group," Jeffrey Ansell, Chief
Executive Officer of Pinnacle Foods, who joined the Company last
July after twenty-five years at Procter & Gamble, where he was a
Corporate Officer, said.  "Pinnacle's portfolio of well-known
brands has a deep heritage and a strong consumer following, and we
look forward to building and strengthening our iconic brands."

Upon completion of the transaction, Mr. Metropoulos will be
succeeded as Chairman by Roger Deromedi, former Chief Executive
Officer of Kraft Foods Inc.

Pinnacle Foods produces a number of leading consumer brands
including Duncan Hines baking mixes, Vlasic pickles, Hungry Man
and Swanson frozen dinners, Log Cabin and Mrs. Buttersworth's
syrups, Armour canned meat, Lender's bagels, Aunt Jemima breakfast
foods, Celeste pizza and Van de Kamp's and Mrs. Paul's seafood.  
The company employs more than 3,000 individuals, owns seven
manufacturing facilities in the United States, and generates
approximately $2.1 billion in annual gross sales.

Pinnacle Foods is jointly owned by affiliates of J.P. Morgan
Partners, LLC (CCMP Capital Advisors, LLC manages their investment
in Pinnacle Foods), by J.W. Childs Associates, L.P., by CDM Group
(an investment company controlled by C. Dean Metropoulos), and by
former bondholders of Aurora Foods Inc.

The sale of Pinnacle Foods to The Blackstone Group is the latest
corporate transformation story involving Mr. Metropoulos, who in
addition to his current role as Executive Chairman of Pinnacle
Foods is head of C. Dean Metropoulos & Co., a Greenwich,
Connecticut-based private equity investment and management firm.  
With twenty years of private-equity investment experience as both
a CEO and investor, Mr. Metropoulos assembled and led the investor
group that acquired Aurora Foods out of bankruptcy in March 2004,
merged it with Pinnacle Foods, and transformed the combined
enterprise into the dynamic, successful and profitable food
industry powerhouse.

In March 2006, its operational transformation by then complete,
Pinnacle acquired Armour canned meats, the number-two canned meat
brand and number-one brand in Vienna Sausage, from Dial
Corporation.  In July 2006, Mr. Metropoulos recruited Jeffrey P.
Ansell to replace him as CEO and to be the steward of the Pinnacle
business going forward.  Mr. Ansell came to Pinnacle from Procter
& Gamble, where he was President of The Iams Company (Pet Health
and Nutrition).

"We build companies for the long term," Mr. Metropoulos said.  "We
are very proud of what we have accomplished at Pinnacle Foods over
the past three and a half years and proud that both strategic and
financial buyers have had great success in buying businesses we
have rebuilt."

Under the agreement and plan of merger executed, an affiliate of
The Blackstone Group is expected to merge with Crunch Holding
Corp., the direct owner of Pinnacle Foods.  The owners of Crunch
Equity Holding, LLC and the Boards of Directors of Pinnacle Foods
and Crunch Holding Corp. have unanimously approved the
transaction.

The transaction is subject to satisfaction of customary conditions
and is expected to close in the first half of 2007.  Lehman
Brothers is acting as financial advisor to Pinnacle and is
providing acquisition financing for the transaction.  Centerview
Partners and Blackstone Corporate Advisory are serving as
financial advisors to Blackstone.  Simpson Thacher & Bartlett LLP
acted as Blackstone's legal counsel.  Pinnacle's legal advisor was
Vinson & Elkins LLP.

                   About Pinnacle Foods Group

Pinnacle Foods Group Inc. -- http://www.pinnaclefoodscorp.com/--  
manufactures and markets branded convenience food products in the
United States and Canada.  Its product range includes frozen
dinners and entrees, frozen seafood, breakfasts, bagels, pickles,
peppers and relish, baking mixes and frostings, and syrups and
pancake mixes.  The company primarily offers its products through
its broker network to traditional classes of trade, including
grocery wholesalers and distributors, grocery stores and
supermarkets, convenience stores, mass and drug merchandisers and
warehouse clubs.  It also distributes its products through
foodservice and private label channels.


PINNACLE FOODS: Blackstone Deal Cues S&P's Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on packaged
foods company Pinnacle Foods Group Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.  Cherry Hill, New Jersey-based Pinnacle Foods had
about $972 million of total debt outstanding as of Sept. 24, 2006.

"The CreditWatch listing follows the company's announcement that
it has entered into a definitive agreement to be acquired by
affiliates of The Blackstone Group for approximately $2.16 billion
in cash and the assumption of certain obligations," said
Standard & Poor's credit analyst Christopher Johnson.

Under the agreement and plan of merger, an affiliate of The
Blackstone Group is expected to merge with Crunch Holding Corp.,
the surviving entity and direct owner of Pinnacle Foods.  The
CreditWatch listing reflects a more aggressive financial policy
than had been previously incorporated within the prior ratings, as
Standard & Poor's believes that a portion of the acquisition price
will be financed with debt.

"To resolve the CreditWatch listing, we will meet with management
to discuss financial policies and operating strategies, and
evaluate the ultimate financing and terms of this transaction,"
added Mr. Johnson.


PONTIAC HOSPITAL: S&P Cuts 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.


REMY INT'L: Closes $153.2 Million Diesel Remanufacturing Biz Sale
-----------------------------------------------------------------
Remy International Inc. reported the closing of the sale of its
light and medium truck diesel engine and component remanufacturing
business conducted by Franklin Power Products, Inc. and
International Fuel Systems, Inc. to Caterpillar Inc.  Total cash
proceeds were $153.2 million, including $3.2 million of an
estimated post-closing purchase price adjustment.  The company
does not anticipate the purchase price will change materially when
final post-closing adjustments are determined.

"We are pleased that we were able to complete the sale of these
non-core businesses," John Weber, President and Chief Executive
Officer, said.  "Available proceeds from the sale were used to
reduce our debt burden while the company continues to focus on
improving margins of its core businesses and to delever its
balance sheet."

As reported in the Troubled Company Reporter on Feb. 5, 2007, the
company amended its senior secured revolving credit and term loan
facility to effectuate the sale.  Under the terms of the
amendment, the first $50 million of proceeds from the transaction
have been deposited in a restricted account, pledged as collateral
to the company's lenders under the Senior Credit Facility and
available for withdrawal only with the required consent of senior
lenders.  To pay certain expenses related to the transaction and
make a required distribution of available cash to a joint venture
partner of the Business, the company retained $7.8 million of the
proceeds.  The remaining $95.4 million was used to repay
outstanding revolver borrowings under the Senior Credit Facility.

The revolving portion of the senior credit facility was
permanently reduced by $40 million, from $160 million to $120
million.  The company estimates its liquidity to be $98.2 million,
consisting of unrestricted cash and cash equivalents of $22.7
million and permitted availability under the company's revolving
credit facility of approximately $75.5 million as of the closing
date and after application of sale proceeds.

Rothschild Inc. is assisting the company in exploring strategic
alternatives to delever its balance sheet and enhance its
liquidity position, which continues to be affected by debt service
and other requirements and automotive industry pressures.

                    About Remy International

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

                          *     *     *

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


REYNOLDS AMERICAN: Good Performance Cues Moody's Ratings Upgrades
-----------------------------------------------------------------
Moody's Investors Service upgraded the long-term debt ratings of
Reynolds American Inc., and its subsidiaries, including the
company's corporate family rating which was raised to Ba1 from
Ba2.

The rating agency also affirmed RAI's revolving credit and term
loan bank facility ratings of Baa2 and its speculative grade
liquidity rating of SGL-2.  

The rating outlook on the long-term ratings is positive.

These actions reflect:

   1) the diminished litigation risk inherent in the company's
      tobacco business,

   2) the early integration success of Conwood,

   3) the positive contribution by Brown & Williamson to RAI's
      overall market position, and

   4) Moody's expectation that the company will continue to
      improve its free cash flow and maintain strong credit
      metrics.

The ratings upgrade recognizes both the moderating litigation
environment, as well as the significant progress the company has
achieved in successfully integrating its merger with B&W and its
acquisition of Conwood over the last three years.

"These strategic transactions, combined with RAI's brand portfolio
realignment, which focuses on key, growth brands, should further
strengthen the company's U.S. market share and solid financial
credit profile", says Moody's Vice President Janice Hofferber.

Moody's also recognizes the product diversification achieved by
RAI's participation in the growing, smokeless tobacco category, as
well as the improved market share position gained by adding B&W
brands in the mature U.S. cigarette market.

RAI's Ba1 corporate family rating is supported by the company's
strong brand portfolio, product innovation, improving
profitability and pricing flexibility, offset in part by the
litigation risk that its R.J. Reynolds Tobacco Company subsidiary
continues to face.  While RAI's market position and credit metrics
score at the Baa or single-A ratings range, its overall ratings
are restrained by the declining cigarette per capita consumption
trends in the U.S., as well as the threat of additional
anti-smoking laws, regulations and excise taxes.

In addition, while acquisitions and mergers have provided some
critical product diversification in the growing smokeless tobacco
category, as well as improved market share positions in the mature
cigarette market, RAI's primary source of operating income
continues to be generated by its U.S. cigarette subsidiary.
Moody's also notes that the corporate family rating reflects the
prospects for improved profitability as a result of the company's
brand portfolio realignment and merger integration efforts.
However, the full benefits of these initiatives are not likely to
be fully materialized for several years and are not without
potential execution risk.

RAI's ratings also reflect Moody's expectation that the company's
financial policies, including dividends, share repurchase and
acquisition policies, will remain appropriate and not materially
impact the company's strong credit metrics.

Finally, while litigation risk is greatly diminished as a ratings
factor, RAI's ratings will continue to be shaded by up to two
notches for its Ba or lower scores on a number of litigation
related factors, including the number of lawsuits that RJRT
continues to face and the high percentage of consolidated
operating cash flow derived from this subsidiary.

RAI's positive outlook reflects Moody's expectation that the
company will maintain its strong profitability and ample free cash
flow by successfully implementing its strategy of focusing on
several key investment brands, driving further cost reduction, and
successfully integrating and growing its Conwood and Lane
smokeless tobacco businesses.  The positive outlook also
anticipates continued improvement in the current litigation
environment.

An upgrade to investment grade would require clear evidence that
RAI's brand segmentation strategy and diversification efforts had
resulted in the company achieving its financial targets of
sustained strong profitability and strong free cash flow.  

More importantly, financial policies would need to be appropriate
for an investment grade issuer, including dividend payout ratios,
acquisitions and share repurchase programs that are sufficiently
conservative to provide the company ample financial cushion.
Accordingly, the company would need to sustain credit metrics
including Debt/EBITDA and EBIT/Interest of no more than 2.3x and
no less than 6x, respectively.  In addition to a stable
competitive landscape and strong financial profile, an upgrade
would also require further positive developments in the litigation
environment.

These ratings of Reynolds American Inc. were upgraded:

   -- Corporate Family Rating to Ba1 from Ba2;

   -- Probability of Default rating to Ba1 from Ba2;

   -- $2,938 million senior secured global notes due 2007-2018 to
      Ba2, LGD4, 66% from Ba3, LGD4, 66%;

These ratings of R.J. Reynolds Tobacco Holdings, Inc. were
upgraded:

   -- $161 million guaranteed unsecured notes due 2007-2015 to
       Ba2, LGD5, 74% from Ba3, LGD5, 73%; and

   -- $89 million unsecured notes due 2007-2013 to Ba2, LGD6, 96%
      from B1, LGD6, 96%.

These ratings of Reynolds American Inc. were affirmed:

   -- $550 million senior secured revolving credit facility,
      affirmed at Baa2, LGD2, 13%;

   -- $1,542 million senior secured term loan facility, affirmed
      at Baa2, LGD2, 13%; and

   -- Speculative Grade Liquidity Rating of SGL-2.

Outlook is positive.

The rating action does not affect Moody's ratings of tobacco
revenue-backed bonds, which are currently under review, direction
uncertain.  

In its review of the tobacco bonds, Moody's considers the legal
challenges to the ongoing payments under the Master Settlement
Agreement.  

Such risks include:

   (a) litigation initiated against the major tobacco companies
       party to the MSA and the likelihood that negative outcomes
       could result in the failure of one or more of these
       companies;

   (b) litigation threatening the enforceability of the MSA, the
       Model Statutes or the complementary legislation; and,

   (c) litigation questioning the diligent enforcement of the
       Model Statutes by the states.

Moody's also reviews trends in tobacco consumption and OPM's
market share and anticipated FDA approval of smoking cessation
products.  

In particular, Moody's believes that Freedom Holdings v. Spitzer
continues to present the most significant legal risk to tobacco
settlement-backed deals because of its ramifications to the
enforceability of the MSA, the New York's Model Statute and the
complementary legislation and, if adversely decided against the
state, its use as precedent in other jurisdictions.

Reynolds American Inc. is the ultimate parent company of wholly
owned subsidiaries, R.J. Reynolds Tobacco Company, Santa Fe
Natural Tobacco Company, Lane Limited and Conwood Holdings, Inc.
Sales for the last twelve months ending Dec. 31, 2006 were
$8.5 billion.


RITE AID: Moody's Junks Rating on New $500 Million Senior Notes
---------------------------------------------------------------
Moody's Investors Service rated the proposed secured notes of Rite
Aid Corporation at B3 and the proposed senior notes at Caa2.  All
other long-term ratings were downgraded at the same time.

Proceeds from the new notes will be used to refinance existing
debts, including refinancing the 2011 senior secured notes and
paying down the revolving credit facility.  The downgrade
acknowledges Moody's opinion that, following the pending
acquisition of Eckerd and Brooks from Jean Coutu Inc., the
company's credit metrics will meaningfully deteriorate and
obtaining post-merger operating efficiencies will prove
challenging given the weak store level revenue and profitability
of a typical Eckerd store.

The negative outlook considers the possibility that the post-
transaction credit profile could be weaker than currently
anticipated, as well as the challenges in achieving the promised
post-merger operating efficiencies and improving credit metrics.
This concludes the review for downgrade that commenced on
Aug. 25, 2006.

Ratings assigned:

   -- $300 million NEW 10-year second-lien secured notes at B3,
      LGD4, 54%; and

   -- $500 million NEW 8-year senior unsecured notes at Caa2,       
      LGD5, 89%.

These ratings are lowered:

   -- $358 million 8.125% second-lien secured notes due 2010 to
      B3, LGD4, 54% from B2;

   -- $300 million 9.5% second-lien secured notes due 2011 to B3,
      LGD4, 54% from B2;

   -- $200 million 7.5% second-lien secured notes due 2015 to B3,
      LGD4, 54% from B2;

   -- $150 million 6 1/8% senior notes due 2008 to Caa2, LGD5,
      89% from Caa1;

   -- $148 million 9.25% senior notes due 2013 to Caa2, LGD5, 89%
      from Caa1;

   -- $185 million 6 7/8% senior debentures due 2013 to Caa2,
      LGD5, 89% from Caa1;

   -- $295 million 7.7% senior notes due 2027 to Caa2, LGD5, 89%
      from Caa1;

   -- $128 million 6 7/8% senior notes due 2028 to Caa2, LGD5,
      89% from Caa1;

   -- Corporate family rating to B3 from B2;

   -- Probability of default rating to B3 from B2.

This rating is affirmed:

   -- Liquidity Rating at SGL-3.

Moody's has withdrawn its ratings on the 4 3/4% convertible notes
that were repaid in December 2006 and the 7 1/8% convertible notes
that were repaid in January 2007.  The rating on the 2011 secured
notes will be withdrawn following completion of this transaction.
Moody's does not rate the $1.75 billion secured revolving credit
facility or the $145 million secured term loan.

The downgrade of the corporate family rating to B3 reflects
Moody's opinion that the acquisition will weaken Rite Aid's credit
profile over the medium-term, given its expectation that credit
metrics will weaken from current levels, the likely integration
challenges from adding the Eckerd and Brooks stores, and the
ongoing need to access the capital markets as different parts of
the $7 billion in post-transaction debt periodically come due.

The company intends to acquire the U.S. subsidiary of The Jean
Coutu Group Inc.  That subsidiary, the Jean Coutu Group USA Inc.,
operates 1859 Eckerd and Brooks drugstores primarily in the
Eastern United States.  Consideration of $3.4 billion to be paid
to Coutu will be composed of $1.45 billion cash and the assumption
of Jean Coutu's $850 million senior subordinated notes, plus the
issuance of 250 million Rite Aid shares.

If Coutu's senior subordinated notes are not assumed by Rite Aid,
Rite Aid has lender commitments to increase cash consideration by
the equivalent amount.  While Coutu's U.S. operations generated
fiscal 2006 EBITDA of $368 million, excluding non-recurring
charges, an additional $2.3 billion of funded debt plus assumption
of the Eckerd and Brooks leases will exacerbate Rite Aid's already
high leverage.

Moody's believes that post-transaction debt to EBITDA could exceed
7x and free cash flow to debt could fall below 1%.  The large
scale of this acquisition relative to Rite Aid's existing store
base and Eckerd's long history of weak operating performance pose
substantial integration challenges.  

Strategically, however, the acquisition will give Rite Aid greater
density and scale in its important Eastern markets with pro-forma
revenue of about $27 billion.

Several important tasks have been completed since the August 25
transaction report.  The shareholders of Rite Aid and Jean Coutu
have each approved the transaction.  Rite Aid has arranged the
funding, including a $1.125 billion accordion to the term loan,
that will fund the acquisition cash consideration.  However,
several key steps remain unfinished including deciding whether
Rite Aid will assume Jean Coutu's senior subordinated notes and
resolution of possible antitrust concerns.

Rite Aid's corporate family rating of B3 considers weak credit
metrics such as high leverage and limited free cash flow to debt,
the company's aggressive financial policy in which leverage is
increasing to acquire the poorly performing Eckerd chain, and the
weak performance of the Rite Aid and Eckerd stores compared to
best-in-class drugstore operators.  Also weighing down the overall
rating are the risks associated with the company's ongoing need to
refinance its sizable debts in the capital markets, the high level
of fixed charges relative to EBITDA, and Moody's opinion that both
Rite Aid and Eckerd have a store maintenance backlog.

However, benefiting the ratings are the company's geographic
diversification, the relative lack of revenue and cash flow
seasonality of a drugstore operator, and Moody's expectation that
sales of prescription pharmaceuticals will continue to increase at
a solid pace.

Given the negative outlook, an upgrade over the medium-term is
unlikely.  Ratings could decline if the post-transaction credit
profile is weaker than currently anticipated or if over the next
12 to 18 months if the company is unable to obtain a substantial
part of the anticipated $150 million in post-merger operating
efficiencies by improving performance at the Eckerd stores.

Specifically, if the transaction or integration challenges are
likely to result in negative free cash flow on a sustained basis,
ratings could be lowered.  The rating outlook could be revised to
stable if there are reasonable prospects that cash flow will
become positive and that the integration will largely proceed
according to plan.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania, is
the third largest domestic drug store chain with 3323 stores in 27
states and the District of Columbia.  Revenue for the fiscal year
ended Dec. 2, 2006 equaled $17.7 billion.  The company intends to
purchase the U.S. operations, comprised of approximately 1859
Eckerd and Brooks stores, of Jean Coutu Group Inc.


ROUGE INDUSTRIES: Wants Removal Period Extended Until April 16
--------------------------------------------------------------
Rouge Industries and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend, until April 16,
2007, the time within which they can file notices of removal of
civil actions.

The Debtors tell the Court that when they filed for bankruptcy on
Oct. 23, 2003, they were party to 61 civil actions pending in
various Courts.

Immediately after filing for bankruptcy, the Debtors focused their
efforts on obtaining approval and consummating the asset sale to
SeverStal North America Inc.  After the asset sale was
consummated, the Debtors began to devote substantial amount of
their time to winding down their affairs and addressing
outstanding issues including claims administration, statutory lien
analysis, employee and retiree benefit matters, avoidance action
analysis and recoveries, investigation of potential claims and
causes of action, disposition of remaining non-cash assets, cash
collateral, plan formulation and other estate administrative
matters.

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

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


SAHODAR INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sahodar, Inc.
        c/o Sesha Iyengar
        Registered Agent
        40 Glenwood Avenue
        Woodbridge, NJ 07095

Bankruptcy Case No.: 07-11835

Chapter 11 Petition Date: February 12, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Melinda D. Middlebrooks, Esq.
                  Middlebrooks Shapiro & Nachbar, P.C.
                  140 Eagle Rock Avenue
                  Roseland, NJ 07068-0609
                  Tel: (973) 228-1616
                  Fax: (908) 687-9090

Total Assets: $2,277,500

Total Debts:  $2,000,000

The Debtor does not have any creditors who are not insiders.


SAVVIS INC: Dec. 31 Total Stockholders' Deficit Rose to $138 Mil.
-----------------------------------------------------------------
SAVVIS Inc.'s balance sheet at Dec. 31, 2006, showed total assets   
of $467,019,000 and total liabilities of $605,354,000 resulting in
a total stockholders' deficit of $138,335,000.  The company's
total stockholders' deficit at Dec. 31, 2005, stood at
$132,009,000.

The company's revenue for 2006 totaled $764.0 million, compared to
$667.0 million in 2005.  SAVVIS achieved income from operations of
$25.5 million for the year, and its consolidated net loss was
$44.0 million, compared to a net loss of $69.1 million in the
previous year.  

For the fourth quarter of 2006, revenue totaled $200.7 million,
compared to $171.5 million in the fourth quarter of 2005 and
$193.7 million in the third quarter of 2006.  SAVVIS achieved
income from operations of $11.6 million in the fourth quarter, and
its consolidated net loss was $6.8 million, compared to a net loss
of $13.1 million in the fourth quarter of 2005 and a net loss of
$13.6 million in the third quarter of 2006.

Cost of revenue, which excludes depreciation, amortization, and
accretion, was $118.4 million for the fourth quarter 2006, up 7%
from a year ago and 2% from the prior quarter.  Gross profit,
defined as total revenue less cost of revenue, was $82.3 million,
up 36% from a year ago and 7% from the third quarter 2006.  Gross
profit as a percentage of total revenue was 41% in the current
quarter, up from 35% a year earlier and 40% in the prior quarter.
Adjusted EBITDA of $36.0 million increased 61% from $22.3 million
a year earlier, and 10% from $32.8 million in the previous
quarter.  Fourth-quarter operating cash flow was $41.0 million and
cash capital expenditures were $22.1 million.

Commenting on the results, Phil Koen, SAVVIS' chief executive
officer, said, "This was a year of significant progress for
SAVVIS, with important achievements in operations, capital
structure and financial performance.  The fourth-quarter results,
with excellent cash flow and expanded margins, build on a strong
track record of accomplishment.  SAVVIS is offering solutions that
are changing the way businesses manage information technology.  
Our model of IT infrastructure as a service delivers solid
performance and cost-of-ownership advantages to our customers.
Strong market demand is creating value for our stockholders."

Total revenue for the fourth quarter increased 17% from a year ago
and 4% from the third quarter, primarily reflecting strong growth
in hosting revenue.  Virtualized utility services contributed
$10.3 million of managed hosting revenue, up 145% from a year ago
and 16% from the third quarter.  Managed hosting services
contributed 46% of hosting revenue.

Managed IP VPN revenue increased 16% from the prior year and was
relatively flat compared to the previous quarter.  SAVVIS is
transitioning from a strategy of selling virtual private networks
on a stand-alone basis to one of selling VPNs as part of an
integrated IT infrastructure solution.  In addition, as SAVVIS
begins the deployment of the company's previously-announced next-
generation network, customers may delay purchase of managed
network services.  SAVVIS expects to go to market with its next-
generation network in the third quarter of 2007, and begin to
install customers in the fourth quarter.

Revenue from Reuters, SAVVIS' largest customer, declined to
$20.8 million in the fourth quarter, reflecting reduced revenue
from Telerate, which had been SAVVIS' second-largest customer
prior to its acquisition by Reuters in 2005.  Management
anticipates that revenue from the Telerate business, currently
approximately $7 million per quarter, will continue to decline
over the next two quarters, resulting in total revenue from
Reuters of $50-60 million for the full year 2007.

Cost of revenue was $118.4 million, including $1.2 million of non-
cash equity-based compensation costs, in the current quarter,
resulting in gross profit as a percentage of total revenue, or
gross margin, of 41% in the current quarter, up from 35% in the
same quarter last year and 40% in the third quarter.  The
improvement in gross margin reflects SAVVIS' scalable business
model and ongoing cost-optimization efforts.

Income from operations was $11.6 million in the fourth quarter,
compared to $2.8 million in the same period last year and
$4.1 million in the third quarter 2006.  SAVVIS' consolidated net
loss was $6.8 million in the fourth quarter, compared to
$13.1 million in the same period last year and $13.6 million in
the third quarter 2006.  The current quarter net loss included a
total of $7.2 million of non-cash compensation charges, compared
to $1.2 million in the fourth quarter of 2005 and $7.9 million in
the third quarter of 2006.

In the fourth quarter of 2006, SAVVIS recorded a tax provision of
$1.9 million related primarily to U.S. alternative minimum tax for
the tax year 2006.  While the company used previously generated
Net Operating Loss (NOL) deductions for income tax purposes, IRS
regulations limit the use of NOL deductions to 90% for alternative
minimum tax purposes.

                             Cash Flow

Net cash provided by operating activities was $41.0 million in the
fourth quarter, compared to $31.3 million in the same period last
year and $37.6 million in the third quarter 2006.  Cash capital
expenditures for the fourth quarter 2006 totaled $22.1 million.
SAVVIS' cash position at Dec. 31, 2006, was $98.7 million,
compared to $78.1 million at Sept. 30, 2006.  In 2006, SAVVIS
increased its cash position by $37.5 million and paid down the
outstanding balance of $58.0 million under its revolving credit
facility.

                           About SAVVIS

SAVVIS Inc. (NASDAQ:SVVS) -- http://www.savvis.net/-- provides IT  
infrastructure services for enterprise applications.  The company
has IT services platform in North America, Europe, and Asia.


SCHOONER TRUST: DBRS Puts Low-B Ratings on 6 Certificate Classes
----------------------------------------------------------------
Dominion Bond Rating Service assigned provisional ratings to the
following classes of Schooner Trust, Series 2007-7 Commercial
Mortgage Pass-Through Certificates:

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

Finalization of ratings is contingent upon receipt of final
documents conforming to information already received.

The collateral consists of 72 fixed-rate loans secured by 73
multi-family and commercial properties.  The portfolio has a
balance of $427,572,194.  Although approximately 50.2% of loan
collateral is located in Ontario, this is mitigated by Ontario
being the largest province with a highly urbanized population.
Based on DBRS's site inspections, 6.9% of the sample properties
were considered to have excellent property quality and 26.9% of
the sample to have above-average property quality.

Fifty-five per cent of the pool provides for full or partial
recourse to the loans.  The collateral properties are
predominantly located in urban locations.  DBRS shadow-rates one
loan -- MTS Building, representing 9.6% of the pool -- investment
grade at BBB (low).  The investment-grade shadow-rated loans
indicate the long-term stability of the underlying assets.

The pool weighted-average DBRS-stressed term debt service coverage
ratio is 1.35x; the weighted-average DBRS-stressed refinance DSCR
is 1.39x.  The DBRS-stressed loan-to-value is 81.5% and seven
loans, 16.8% of the pool, have a DBRS-stressed LTV greater than
90%.


SEM REALTY: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: SEM Realty Associates LLC
             311 Crosby Avenue
             Deal, NJ 07723

Bankruptcy Case No.: 07-11976

Debtor-affiliate filing separate chapter 11 petition:

      Entity                      Case No.
      ------                      --------
      10 Neptune LLC              07-11974

Type of Business: The Debtors' affiliate, Solomon Dwek, filed for
                  chapter 11 protection on February 9, 2007
                  (Bankr. D. N.J. Case No. 07-11757).

Chapter 11 Petition Date: February 13, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416

                        Estimated Assets    Estimated Debts
                        ----------------    ---------------
      SEM Realty        Less than $10,000   $1 Million to
      Associates LLC                        $ 100 Million

      10 Neptune LLC    $1 Million to       $1 Million to
                        $100 Million        $100 Million

A. SEM Realty Associates LLC's Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
PNC Bank, N.A.                     Monies Owed        $22,993,731
Two Tower Center Boulevard
23rd Floor
East Brunswick, NJ 08816

B. 10 Neptune LLC's Two Largest Unsecured Creditors:

   Entity                          Claim Amount
   ------                          ------------
Jack Hakim                           $5,900,000
4 Tulip Court
Oakhurst, NJ 07755

UBS Payne Weber                      $3,200,000
c/o Capmark
P.O. Box 905111
Charlotte, NC 28290


SENIOR HOUSING: Launches Public Offering of 4.5 Million Shares
--------------------------------------------------------------
Senior Housing Properties Trust has commenced a public offering of
4.5 million common shares with:

   * UBS Investment Bank and Morgan Stanley were the joint book-
     running managers;

   * Merrill Lynch & Co., RBC Capital Markets and Wachovia
     Securities as joint lead managers; and

   * Ferris, Baker Watts Inc., Janney Montgomery Scott LLC,
     Morgan Keegan & Co., Inc., Oppenheimer & Co., Raymond James
     and Stifel Nicolaus as co-managing underwriters.

SNH will use the proceeds of this offering to repay borrowings
outstanding under its revolving credit facility and for general
business purposes.

It was contemplated that the underwriters be granted a 30-day
option to purchase up to an additional 675,000 common shares to
cover over-allotments.

                 About Senior Housing Properties

Based in Newton, Massachusetts, Senior Housing Properties Trust
(NYSE: SNH) -- http://www.snhreit.com/-- is a real estate  
investment trust that owns senior living properties throughout the
USA.  As of Sept. 30, 2006, the REIT owned $1.8 billion of senior
living properties with approximately 24,000 living units located
in 33 states.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured debt ratings assigned to Senior
Housing Properties Trust.  The outlook is stable.


As reported in the Troubled Company Reporter on Nov. 30, 2006
Moody's Investors Service affirmed the ratings of Senior Housing
Properties Trust at Ba2 and raised the rating outlook to positive.


SHAYA DAYTONA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Shaya Daytona LLC
        550 Biltmore Way, Suite 103
        Coral Gables, FL 33134

Bankruptcy Case No.: 07-10919

Chapter 11 Petition Date: February 13, 2007

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Drew S. Sheridan, Esq.
                  Drew S. Sheridan, P.A.
                  7765 Southwest 87 Avenue, Suite 102
                  Miami, FL 33173
                  Tel: (305) 596-3368

Total Assets: $1,201,000

Total Debts:  $4,401,368

The Debtor did not file a list of its 20 largest unsecured
creditors.


SILGAN HOLDINGS INC: Earns $104 Million in Year Ended December 31
-----------------------------------------------------------------
Silgan Holdings Inc. reported $104 million of net income on
$2.7 billion of net sales for the year ended Dec. 31, 2006,
compared with $87.6 million of net income on $2.5 billion of net
sales for the year ended Dec. 31, 2005.  

Results for 2005 included a non-cash pre-tax charge of
$11.2 million for the loss on early extinguishment of debt.

The increase in sales was largely the result of the acquisition of
the international closures operations.  Higher average selling
prices across all businesses primarily as a result of the pass
through of higher raw material costs, partially offset by volume
declines in the metal food and plastic container businesses, also
contributed to the increase.

"We are pleased with the very positive financial results for the
fourth quarter and full year in spite of the challenges that 2006
presented, with adjusted net income per diluted share increasing
14.7% for the full year" said Tony Allott, President and CEO.

"Stronger than anticipated results from our recently acquired
international closures operations contributed to an overall
positive performance from our closures business for the year.  Our
plastic container business continued to improve its operating
margin through cost reductions and productivity improvements even
as volumes suffered due to tepid demand levels, partially
attributable to inventory corrections.  Our metal food container
business, which had been impacted by poor crop yields on the West
Coast, ended the year on a much stronger note," continued Mr.
Allott.

"In addition, we exit 2006 with positive momentum as we have
completed the acquisitions of Cousins-Currie and substantially all
of the White Cap closures businesses, made significant capital
investments in our core operations and implemented three
significant rationalization programs to reduce our overall cost
structure.  As a result, we are optimistic about an even stronger
2007 and continued shareholder value creation," concluded Mr.
Allott.

Income from operations for 2006 was $214.6 million, an increase of
$5.6 million as compared to $209 million for 2005, while operating
margin decreased to 8% from 8.4% for the same periods.  The
increase in income from operations was primarily due to the
acquisition of the international closures operations and strong
operating performance in the domestic closures operations,
partially offset by the impact of rationalization charges of
$16.4 million and lower volumes in the metal food and plastic
container businesses.  The decrease in operating margin of 0.4%
was primarily the result of the rationalization charges in 2006,
which reduced operating margin by 0.6%.

Interest and other debt expense before the loss on early
extinguishment of debt for the full year 2006 was $59.2 million,
an increase of $9.8 million as compared to 2005.  This increase
was due to higher outstanding borrowings as a result of the
acquisitions completed in 2006 and the effects of higher market
interest rates.  Loss on early extinguishment of debt for 2006 of
$200,000 was $11 million lower than in 2005, which is directly
attributable to the mid-year refinancing of the company's bank
credit facility in 2005.

                       About Silgan Holdings

Headquartered in Stamford, Connecticut, Silgan Holdings Inc.
(NASDAQ: SLGN) -- http://www.silganholdings.com/-- is a leading    
manufacturer of consumer goods packaging products.  Silgan
operates 69 manufacturing facilities in North and South America,
Europe and Asia.  In North America, Silgan is the largest supplier
of metal containers for food products and a leading supplier of
plastic containers for personal care products.  In addition,
Silgan is a leading worldwide supplier of metal, composite and
plastic vacuum closures for food and beverage products.

                         *     *     *

As reported in the Troubled Company Reporter on May 24, 2006,
Moody's Investors Service raised the Corporate Family Rating for
Silgan Holdings Inc. and ratings on Silgan's senior secured first
lien credit facilities from Ba3 to Ba2 and changed the outlook
from positive to stable.


SITHE INDEPENDENCE: Fitch Lifts Sr. Bonds' Rating to BB from BB-
----------------------------------------------------------------
Fitch Ratings upgrades the issuer default ratings of Dynegy, Inc
and Dynegy Holding, Inc. to 'B' from 'B-' and removed the ratings
from Rating Watch Evolving.

The Rating Outlook of Dynegy, Inc. and Dynegy Holding, Inc. is
Stable.

In addition, the senior secured bonds of Sithe Independence
Funding Corp, a separately secured project financed entity owned
by Dynegy, have been upgraded to 'BB' from 'BB-'.  

Approximately $3.2 billion of outstanding debt is affected by the
rating action.

The rating upgrades are based upon the expectation of an improved
risk profile of the companies upon the acquisition of 8,184 MWs of
generation assets from the LS Power Group and expectation that
Dynegy, as an owner of wholesale power assets, will benefit from
higher pricing in wholesale power markets as reserve margins
continue to tighten and existing hedges are replaced at current
market prices.  Fitch expects liquidity will be sufficient to meet
needs for the next several years.

The acquisition of the LSP assets would result in a generation
asset mix that will be more diverse in terms geography, fuel and
dispatch.

Additionally, the acquisition of the LSP assets will result in a
reduction of Dynegy's commodity price exposure as the output of
most of the LSP assets are hedged or contracted.  The reduction in
the consolidated risk profile stemming from the addition of the
LSP assets is partially offset by increased commodity risk
exposure from the company's Illinois base load plants as a fixed
price contract for those assets expired at year-end 2006.

However, Fitch expects the expiration of Dynegy's contract with
Illinois Power to increase EBITDA by $60 million to $70 million in
2007 as the fixed price in the former contract was approximately
40% below current market prices.  Moreover, the Midwest assets
include relatively efficient base-load coal plants that are
expected to run when available.

Fitch's ratings concerns include the projected high leverage for
the combined merger company with estimated debt-to-EBITDA for the
year ending 2007 to be 5.75 to 6x.  In addition, Fitch will be
looking for a demonstrated ability to effectively manage commodity
risk exposure especially in light of its increased price risk
exposure for its Illinois assets as well as the need to manage
LSP's hedged positions.

Dynegy is engaged in the generation and sale of wholesale electric
power.  Dynegy owns approximately 11,739 megawatts of wholesale
power assets.  LSP owns and operates approximately 8,305 megawatts
of wholesale power assets.  The generation portfolio of the
combined company would be located in the Midwest, West and
Northeast.

Affected Ratings:

Dynegy Inc.

   -- IDR upgraded to 'B' from 'B-'.

Dynegy Holdings, Inc.

   -- IDR upgraded to 'B' from 'B-';
   -- Secured bank facilities upgraded to 'BB/RR1' from 'BB-/RR1';
   -- Second priority notes upgraded to 'BB/RR1' from 'B+/RR1';
   -- Senior unsecured upgraded to 'B+/RR3' from 'B-/RR4'.

Dynegy Capital Trust I

   -- Trust preferred upgraded to 'CCC+/RR6' from 'CCC/RR6'.


Sithe Independence Funding Corp.

   -- Secured bonds upgraded to 'BB' from 'BB-'.


SPECTRUM BRANDS: Posts $18.8 MM Net Loss in Quarter Ended Dec. 31
-----------------------------------------------------------------
Spectrum Brands Inc. reported an $18.8 million net loss for the
first quarter ended Dec. 31, 2006, compared with a net income of
$2.3 million for the same period ended Jan. 1, 2006.

Spectrum Brands Inc. reported first quarter net sales of
$564.6 million for the quarter ended Dec. 31, 2006, compared with
first quarter net sales of $566.3 million last year.  Reported net
sales exclude sales from the company's Home & Garden division,
which is being accounted for as discontinued operations pending
completion of an ongoing sale process.  

Global battery sales declined six percent year over year, as
strong results from Latin America were offset by sales declines in
North America and Europe/ROW.  Sales of Remington branded products
increased by seven percent on a worldwide basis.  Global Pet
reported growth of four percent.  Favorable foreign exchange rates
had a $16.2 million positive impact on net sales during the
quarter, mostly driven by the strong Euro.

Gross profit and gross margin for the quarter were $208.9 million
and 37.0 percent, respectively, versus $224.0 million and
39.6 percent for the same period last year.  Restructuring and
related charges of $6 million were included in the current
quarter's cost of goods sold; cost of goods sold in the comparable
period last year included $1.3 million in similar charges.
Increased raw material costs, primarily zinc, were the most
significant driver of the decline in gross margin.

The company generated operating income of $37.5 million versus
$67.6 million in fiscal 2006's first quarter.  The primary reasons
for the decline were increased advertising and marketing expense
of approximately $14 million and higher commodity costs, including
an increase of $7 million in zinc costs.

Commenting on the results of the quarter, Spectrum Brands
President and Chief Executive Officer David Jones stated, "Our
first quarter results reflect progress in a number of areas,
despite a challenging environment, and we are confident that we
are taking the right actions for the long-term to build our
brands, reduce costs and create sustainable value.  

"We are focused on the successful completion of the divestiture of
our Home & Garden business, a key milestone in the strategic
review we began last July.  We anticipate that the proceeds from
this transaction will enable us to reduce outstanding debt and
leverage and will allow us more flexibility to focus on
strengthening our remaining businesses.  With the assistance of
Goldman Sachs, we are continuing to consider further strategic
options to improve our capital structure, including potential
additional asset sales."

Corporate expenses were $26.6 million as compared to $22.8 million
in the prior year period, primarily attributable to increased
deferred compensation accruals when compared with fiscal 2006,
which included no such accruals.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company has manufacturing
and distribution facilities in China, Australia and New Zealand,
and sales offices in Melbourne, Shanghai, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Moody's Investors Service confirmed Spectrum Brands Inc.'s B3
Corporate Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


STATER BROS: Earns $9.9 Million in Quarter Ended Dec. 24, 2006
--------------------------------------------------------------
Stater Bros. Holdings Inc. earned $9.9 million of net income on
$904.1 million of sales for the first quarter ended Dec. 24, 2006,
compared with $3.3 million of net income on $867 million of sales
for the same period ended Dec. 25, 2005.

The increase sales in the first quarter of fiscal 2007 is the
result of opening new stores, an increase in like store sales and
the timing of Christmas day, the only day of the year that the
company's stores are closed.  Christmas day fell in the second
quarter in fiscal 2007 and in the first quarter in fiscal 2006,
which had the effect of adding an extra sales day to the first
quarter of fiscal 2007.

Gross profit increased $15.2 million to $241.9 million in the
first quarter of fiscal 2007 from $226.7 million in the first
quarter fiscal 2006.  The increase is attributed primarily to the
company's efforts to reduce the level of promotional discounting
during the current year's Thanksgiving and Christmas holidays.

Selling, general and administrative expenses increased $3 million
in the first quarter of fiscal 2007 compared to the first quarter
of fiscal 2006.  As a percentage of sales, selling, general, and
administrative expenses decreased, due primarily to a reduction of
approximately 1%, as a percentage of sales, in union insurance and
union bonuses, which was offset, in part, by an increase of 0.3%,
as a percentage of sales, in option expense.

Interest income was $2.8 million and $2.5 million for the first
quarters of fiscal 2007 and 2006, respectively.  

Interest expense was $14.3 million in the first quarter of fiscal
2007 compared to $14.6 million in the first quarter of fiscal
2006.

At Dec. 24, 2006, the company's balance sheet showed
$1,057,646,000 in total assets, $1,058,823,000 in total
liabilities, resulting in a $1.2 million total stockholders'
deficit.

Full-text copies of the company's consolidated financial
statements for the thirteen weeks ended Dec. 24, 2006, are
available for free at http://researcharchives.com/t/s?19b5

            Construction of New Distribution Facilities

Stater Bros. Markets Inc. has commenced construction of new
corporate office and distribution facilities on approximately 160
acres of real property located on the former Norton Air Force Base
in the City of San Bernardino, California.  The NAFB site will be
used to relocate and consolidate Markets' corporate office and all
distribution facilities to a single integrated facility from the
13 distribution buildings at 7 different locations in 4 cities
currently in use.  The projected net cost of the facility is
approximately $295 million.

The company has expended $16.2 million on the new corporate office
and distribution facilities, of which $3.5 million has been
classified as a long-term receivable related to a tax increment to
be received in future years.  Funding of the new corporate office
and distribution facilities will come from cash allocated from the
proceeds of the $525 million of 8.125% Senior Notes due June 15,
2012, and the $175 million of Floating Rate Senior Notes due June
15, 2010.  

                    About Stater Bros. Holdings

Based in Colton, California, Stater Brothers Holdings Inc.
-- http://www.staterbros.com/-- operates 162 full
service supermarkets in the United States.  The grocery
chain also owns and operates milk and juice processor Santee
Dairies aka Heartland Farms.  Founded in 1936 by twin brothers Leo
and Cleo Stater, Stater Bros. is owned by La Cadena Investments, a
general partnership consisting of Stater Bros. chairman and chief
executive officer, Jack Brown.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Moody's Investors Service affirmed its B1 corporate family rating
for Stater Bros. Holdings Inc. and its B1 rating on the company's
guaranteed senior unsecured Global Notes.  Additionally, Moody's
assigned an LGD4 rating to these bonds, suggesting noteholders
will experience a 57% loss in the event of default.


STEVEN BEARMAN: Chapter 11 Case Summary
---------------------------------------
Debtor: Steven A. Bearman, Esq.
        dba The Bearman Law Firm
        12123 Longs Peak Lane
        Humble, TX 77346

Bankruptcy Case No.: 07-31139

Type of Business: The Debtor is a personal injury trial lawyer.

Chapter 11 Petition Date: February 13, 2007

Court: Southern District of Texas (Houston)

Debtor's Counsel: Aaron Keiter, Esq.
                  The Keiter Law Firm, P. C.
                  4545 Mt. Vernon
                  Houston, TX 77006-5815
                  Tel: (713) 706-3636

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of his 20 largest unsecured
creditors.


STOCKHORN CDO: Fitch Lifts Rating on $5 Mil. Class E Notes to BB+
-----------------------------------------------------------------
Fitch upgrades and affirms these classes of notes issued by
Stockhorn CDO, Limited, effective immediately:

   -- $11,500,000 class A notes affirmed at 'AAA';
   -- $10,000,000 class B notes upgraded to 'AA+' from 'AA-';
   -- $3,000,000 class C-1 notes upgraded to 'A+' from 'BBB+';
   -- $5,500,000 class C-2 notes upgraded to 'A+' from 'BBB+';
   -- $3,000,000 class D notes upgraded to 'A-' from 'BBB-';
   -- $2,000,000 class D notes upgraded to 'A-' from 'BBB-'; and
   -- $5,000,000 class E notes upgraded to 'BB+' from 'BB-'.

Stockhorn is a static-pool, synthetic collateralized debt
obligation structured by Swiss Re Capital Markets.  The CDO was
established in July 2002 to issue approximately $40 million in
notes that reference a $500 million portfolio of investment grade
credit default swaps.  The proceeds of the notes were utilized to
enter into a deposit swap with Swiss Re Financial Products, which
expires in August 2007.

The upgrades are due to the continued seasoning of the transaction
as well as adequate first loss protection.  Stockhorn has six
months until the scheduled termination of the deal.  Due to the
narrowing window of time before the scheduled expiration of the
transaction, the required credit enhancement levels have declined,
thus improving the adequacy of protection to all classes of notes.

The ratings of the notes address the timely payment of interest
and the ultimate payment of principal.  


SUN MICROSYSTEMS: CFO Reaffirms Fourth Quarter Outlook
------------------------------------------------------
Sun Microsystems Inc. is on track to reach its 4% operating profit
margin goal for the fourth fiscal quarter ended June 30, 2007, The
Associated Press reports citing the company's chief financial
officer.

CFO Michael Lehman did not provide new guidance for the third
fiscal quarter ended March 31, 2007, the AP notes.  Sun, however,
previously gave a forecast for revenues between $3.38 billion
(EUR2.61 biliion) and $3.45 billion (EUR2.66 billion) for the said
third quarter.

As reported in the Troubled Company Reporter on Jan. 25, 2007, Sun
reported $3.56 billion in revenues for the second fiscal quarter
ended Dec. 31, 2006, an increase of 7% as compared with
$3.33 billion for the second fiscal quarter of 2006.

For the second quarter ended Dec. 31, 2006, Sun reported net
income of $126 million as compared with a net loss of $223 million
for the second quarter of fiscal 2006.

                      About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems, Inc.
(Nasdaq: SUNW) -- http://www.sun.com/-- provides products and   
services for network computing. It provides network computing
infrastructure solutions that consist of computer systems, network
storage systems, support services, and professional and knowledge
services.

                          *     *     *

Sun Microsystems, Inc.'s 7.65% Senior Notes due Aug. 15, 2009,
carry Moody's Investors Service's Ba1 rating and Standard & Poor's
BB+ rating.


T LANE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: T. Lane Corporation
        dba All-Tex Exteriors
        dba All-Tex Painting & Carpentry
        dba All-Tex Windows
        dba All-Tex Electrical Services
        dba All-Tex Plumbing Solutions
        dba All-Tex General Contracting
        1431 Walnut Lane
        Kingwood, TX 77339

Bankruptcy Case No.: 07-31126

Type of Business: The Debtor installs beautiful and sturdy
                  pergolas, arbors, and lattice shade covers.  
                  The Debtor also provides free estimates.
                  See http://www.alltexexteriors.com/

Chapter 11 Petition Date: February 12, 2007

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey PLLC
                  2200 North Loop West, Suite 310
                  Houston, TX 77018
                  Tel: (713) 957-0100
                  Fax: (713) 957-0105

Financial Condition as of January 31, 2007:

      Total Assets:   $238,361

      Total Debts:  $1,209,093

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo SBA Lending          Security              $341,091
P.O. Box 659700                  Agreement
San Antonio, TX 78286-0700

Wells Fargo Line of Credit       Goods and services    $114,819
P.O. Box 659700
San Antonio, TX 78286-0700

KPRC TV (Channel 2)              Goods and services     $99,088
P.O. Box 200930
Houston, TX 77216

Norandex                         Goods and services     $80,774

Visa                             Goods and services     $56,863

ABC Supply Co.                   Goods and services     $56,719

Contractors Turnkey Services     Goods and services     $50,189
Inc.

Bank of America (RLOC)           Goods and services     $48,253

Metals USA Bldg. Prod.           Goods and services     $41,065

EMBARQ (RH Donneley              Goods and services     $32,726
Advertising)

KHOU (Channel 11)                Goods and services     $31,994

McCauley Lumber Co.              Goods and services     $29,645

AT&T Yellow Pages                Goods and services     $28,883

KTRK-TV (Channel 13)             Goods and services     $28,651

Pride-Co Plumbing                Goods and services     $24,317

American Express (92008)         Goods and services     $17,742

American Express (Delta)         Goods and services     $16,917


Chase Mastercard                 Goods and services     $16,665

American Express (11008)         Goods and services     $16,338

Sams Card Discover               Goods and services     $11,868


TOWER AUTOMOTIVE: Exclusive Plan-Filing Period Extended to Feb. 28
------------------------------------------------------------------
In a bridge order, the Honorable Allen L. Gropper of the U.S.
Bankruptcy Court for the Southern District of New York ruled that
Tower Automotive Inc. and its debtor-affiliates' exclusivity
hearing is adjourned until Feb. 28, 2007.  Judge Gropper extended
the Debtors' time to file a plan through and including Feb. 28,
2007.

The Debtors asked Judge Gropper to further extend, without
prejudice, their exclusive periods to:

   (a) file a plan of reorganization until May 3, 2007; and
   (b) solicit acceptances of that plan until June 29, 2007.

While the Debtors believed that they have made significant
progress in preparing and distributing a draft Chapter 11 Plan to
the Official Committee of Unsecured Creditors, negotiations are
ongoing, Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, told Judge Gropper.  The Debtors stressed that their
ability to formulate a Chapter 11 Plan is predicated upon
obtaining a substantial equity investment, possibly implemented
through a rights offering.

As evidence of the their good faith efforts to negotiate the
terms of an equity investment, late in December 2006, the Debtors
obtained the Court's permission to indemnify and pay fees to
certain investment funds managed by Strategic Value Partners LLC,
Wayzata Investment Partners LLC and Stark Investments pursuant to
a Backstop Commitment Letter and Restructuring Term Sheet, Mr.
Sathy notes.  While the Debtors later withdrew the Term Sheet
Motion after receiving a notice of termination from the Initial
Committed Purchasers, the Debtors continued to evaluate other
alternatives.

Moreover, if the Debtors are unable to locate a suitable
investor, the Debtors may consider alternative exit structures
that would be implemented through a Plan, Mr. Sathy said.  The
Debtors have continued to update the Creditors Committee's
advisors regarding these discussions.

Mr. Sathy maintained that the Debtors' Exclusive Periods should be
extended because:

   (a) The Debtors' Chapter 11 cases are large and complex;

   (b) The Debtors have made considerable progress in their
       Chapter 11 cases, are paying their obligations as they
       come due and are effectively managing their business and
       preserving the value of their assets; and

   (c) The Debtors have been actively working with the Creditors
       Committee and other key parties-in-interest to facilitate
       the Debtors' emergence from bankruptcy as soon as
       possible.

                  Creditors Committee's Objection

The Creditors Committee asked the Court to deny the Debtors'
request for extension because the Debtors have not met their
increased burden of showing that "cause" exists for purposes of
extending their Exclusive Periods for a ninth time.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, asserted that the Debtors have not earned another
extension of their Exclusive Periods as the continuance of the
Exclusive Periods will only further impede the reorganization of
the Debtors' Chapter 11 cases, do further damage to the value of
the estates and likely further diminish creditors' recoveries.

Mr. Dizengoff asserted that the Debtors' situation has
significantly deteriorated due to, among other things, the
Debtors' singular focus on a failed equity raise, and is thus
fundamentally different than it was in November 2006, when the
Debtors last sought and received an extension.

The Creditors Committee did not object to the Debtors' prior
requests for extensions of their Exclusive Periods, recognizing
that the Debtors deserved an opportunity to develop an exit
strategy for the Chapter 11 cases, and to formulate a viable Plan
that could be negotiated with the Committee, Mr. Dizengoff said.

As of Jan. 26, 2007, the Debtors have failed to formulate, let
alone file a feasible Plan.  Mr. Dizengoff further asserted that
the draft Plan sent to the Creditors Committee, as the Debtors'
concede, was only a draft that did not contain any of the
substance that would be necessary to even begin plan
negotiations.

The Committee believed that an open process at this juncture -- a
process with no restrictions on the ability of parties-in-
interest to formulate and propose a Plan -- is necessary to
salvage the value of the Debtors' estates for the benefit of
creditors and enable the conclusion of the Debtors' Chapter 11
cases.

As evidence of the Creditors Committee's commitment to, and the
prospects of, an open process, the Committee believed it is close
to finalizing:

   (i) a commitment letter and term sheet with a strategic
       investor seeking to purchase substantially all of the
       Debtors' North American assets; and

  (ii) a plan term sheet based on the proposed sale.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TRUMP ENTERTAINMENT: Posts $10.3MM Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
Trump Entertainment Resorts Inc. reported a loss from continuing
operations of $10.3 million for the quarter ended Dec. 31, 2006
compared to a loss from continuing operations of $26.1 million for
the three months ended Dec. 31, 2005.  For the year ended Dec. 31,
2006, the company's loss from continuing operations was
$19.1 million.

Operating results from continuing operations for the year ended
Dec. 31, 2006, were impacted by:

   * From July 5 to 7, the forced closing of all Atlantic City
     casino operations as a result of the New Jersey budget
     stalemate;

   * an agreement reached with the South Jersey Transportation
     Authority on September 2006 to settle certain issues;

   * a $1.7 million cash settlement as a reduction of general and
     administrative expenses at Trump Marina in the third
     quarter;

   * 2006 corporate development expenses approximately
     $7.5 million, compared to $5.6 million in 2005, primarily
     related to the company's unsuccessful efforts to secure a
     gaming license in Philadelphia;

   * a reduction of the company's net interest expenses to
     $43.7 million, as well as a reduction of depreciation and
     amortization of $5.1 million compared to 2005;

   * the commencement of the $110 million first phase of the
     company's renovation capital program;

   * the construction of a new, $250 million, 786-room hotel
     tower at the Taj Mahal;

   * introduction of several labor efficiency programs, which led
     to a $4.8 million reduction in labor costs net of benefit
     and other cost increases;

   * the increase of cash room, food and beverage revenues by
     approximately $10 million;

   * completion of the installation of a company-wide data
     warehouse; and

   * completion of the installation of a hotel yield management
     system.

                      Renovation Projects

Commenting on the results, Mark Juliano, the company's chief
operating officer, said, "Once again, we were able to post
increases in net revenues and adjusted EBITDA for the quarter, as
we continue to focus our efforts on streamlined operations and
marketing to more profitable customers.  The first phase of our
renovation capital projects has made a noticeable physical
difference at our properties, particularly at the Taj Mahal and
Plaza, and we believe that we will substantially complete the $110
million first phase of our renovation capital in the first quarter
of 2007.

"Across the company, we have completed the renovation of all of
our standard hotel rooms.  At the Taj Mahal, we have completed the
first phase of the Spice Road promenade redevelopment project, as
well as the new state-of-the-art casino lounge, a new Asian gaming
area and a noodle bar.  At Trump Plaza, the new 24-hour
restaurant, the gaming floor renovation, new suites and a new
casino lounge were all completed last year.  At Trump Marina, we
have also made significant progress in our master planning
process."

"We will continue to improve the physical appeal of our properties
by beginning the second phase of our renovation capital
improvement program, which we expect to occur through the first
quarter of 2008 and to cost approximately $140 million.  Building
upon the momentum we realized in the second half of 2006 as a
result of the major overhaul of the casino floor and other areas
of the Plaza, this next phase of our capital projects will include
significant physical changes at each of our properties. These
changes are being designed to significantly enhance our customer
experience and add value in customer segments in which we have
identified revenue opportunity."

                         Achieved Goals

James B. Perry, Chief Executive Officer and President stated,
"2006 was a year of many significant accomplishments for Trump
Entertainment Resorts.  When I became CEO and President of the
Company, we outlined a series of specific initiatives that we
would undertake to improve our net revenues and our operating
margins.  Today, we have accomplished many of these important
goals, and believe that they will yield additional positive
results in 2007."

"Across our properties, the introduction of new customer
segmentation has given us the ability to focus on higher-value
customers while increasing cash sales.  At the same time, we
recognized the continued need to streamline our management
processes and achieve payroll savings, and have made substantial
progress in realizing these cost savings.  In 2007, we plan to
continue to reduce payroll costs and to increase retail cash
sales, as well as to continue to reduce our gaming cost of sales,
in order to drive continued margin improvement.  The installation
of our data warehouse and yield management systems should begin to
benefit our operations in 2007.  We have substantially refocused
our consumer marketing campaigns and introduced new branding
initiatives to promote the overall company, while capitalizing on
our physical assets by introducing unique and distinct positioning
for each of our properties in the marketplace.

"In mid-2007, we plan to introduce a new, unified players' card
that will further allow us to capitalize on our diverse and
significant marketplace presence.  This system will provide the
foundation to help drive revenue through new customer loyalty and
cross-property play initiatives.  While we were disappointed by
not receiving a Pennsylvania gaming license, our development
efforts continue in multiple locations as we actively seek
opportunities to expand the Trump brand and gaming operations
expertise both domestically and abroad.

"We expect 2007 to be a year of both opportunities and challenges.  
In 2007, gaming at Pennsylvania racetracks and the proposed
partial smoking ban in Atlantic City will have an impact on our
operations.  While it is too early to predict the impact, we are
actively devising strategies to address them in order to minimize
any financial strain, including both capital projects and
operational initiatives that are designed to substantially enhance
the guest experience at our properties."

                       Capital Structure

The company reported that as of Dec. 31, 2006 it had cash of $100
million excluding $27.4 million of cash restricted in use by the
agreement governing the sale of Trump Indiana.  The company
indicated total debt had decreased by $30.5 million since
Dec. 31, 2005 to $1,407 million at Dec. 31, 2006.  Capital
expenditures for the year ended Dec. 31, 2006 were approximately
$129 million, consisting of $48 million maintenance capital, $63
million renovation, and $18 million for the Taj Mahal Tower.

                          2007 Outlook

The company provided the following insights into 2007:

   1) continued improvement in operating performance is expected
      throughout 2007, and the company continues to pursue the
      goal of obtaining industry average margins in the second
      half of the year;

   2) due to the uncertainty of the impact of the competition
      from Pennsylvania and the proposed partial smoking ban in
      Atlantic City, the company does not feel it is prudent to
      give specific guidance as to operating performance at this
      time.  The company's intention is to monitor these events
      and provide more specific guidance by mid-year;

   3) the expected expense for stock based compensation for 2007
      is approximately $4 million.  Stock based compensation is a
      non-cash operating expense;

   4) depreciation expense should be approximately $75 million
      for the year ended Dec. 31, 2007;

   5) interest expense for 2007 will be approximately $120
      million to $125 million, net of capitalized interest;

   6) In 2007, the company expects to record a non-cash charge-
      in-lieu of income taxes of $3.0 million to $5.0 million;

   7) capital expenditures are expected to be as follows:

      -- Renovation and updating capital of $130 to $140 million;
      -- Taj Mahal Tower of $100 to $110 million;
      -- Maintenance and technology of $45 to $50 million; and
      -- 2007 estimated range of $275 to $300 million.

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Hotels & Casino Resorts,
Inc., nka Trump Entertainment Resorts, Inc. (Nasdaq: TRMP) --
http://www.trumpcasinos.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  The Court confirmed the Debtors'
Second Amended Plan of Reorganization on Apr. 5, 2005.  The Plan
took effect on May 20, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service confirmed Trump Entertainment Resorts
Holdings L.P.'s B3 Corporate Family Rating in connection with
Moody's implementation of Probability-of-Default and Loss-Given-
Default rating methodology.


UIC INSURANCE: U.S. Court Grants Relief Under Sec. 304
------------------------------------------------------
The Honorable James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York has issued an order granting UIC
Insurance Company Ltd., relief under Section 304 of the U.S.
Bankruptcy Code.

The order recognizes the Debtor's foreign proceedings in the
High Court of Justice of England and Wales and granted UIC
Insurance injunctive relief that will give full force and effect
to a Scheme of Arrangement in the United States.

The Debtor is subject to a collective proceeding currently
pending before the English High Court, in accordance with a
Scheme of Arrangement pursuant to Section 425 of the Companies
Act 1985 between the Debtor and its Scheme Creditors.

On Aug. 13, 1996, Ipe Jacob and Nigel Ruddock were appointed
joint provisional liquidators for UIC Insurance.

On Oct. 6, 2006, the English Court sanctioned the Scheme of
Arrangement, which became effective on Nov. 6, 2006.

Judge Peck said that UIC's Scheme of Arrangement will be given
full force and effect in the United States and will be binding and
enforceable against any Scheme Creditor.

Judge Peck also added that the valuation statement of the Scheme
Officers will be final and binding on the company and any Scheme
Creditors.

Judge Peck further enjoined all persons and entities from taking
any action inconsistent with the Scheme.  He said all persons and
entities are permanently enjoined from:

   a. repossessing, transferring, or disposing any Scheme Assets
      in the U.S. to any person other than the Scheme Officers;

   b. commencing or continuing any action or legal proceeding in
      connection with any Scheme Claim against the company or any
      Scheme Asset in the U.S.;

   c. enforcing any judicial, quasi-judicial, administrative or
      regulatory judgment, assessment or order, or arbitration
      award against the company with respect to any Scheme Claim;

   d. drawing down in excess of any letter of credit established
      by the company in connection with any Scheme Claim; and

   e. withdrawing from, setting off against, or applying property
      that is the subject of any trust or escrow agreement in
      which the company has an interest in excess of amounts
      expressly authorized by the terms of the contract and other
      agreement in relation to any Scheme Claim.

Judge Peck required all persons or entities in possession,
custody, or control of Scheme Assets to turn over and account for
those assets to the Scheme Officers.

Judge Peck also required all persons and entities that are
beneficiaries of letters of credit established by the company or
parties to any trust, escrow, or similar arrangements in which the
company has an interest, and which are Scheme Assets, to:

   a. provide notice to the Scheme Officers' U.S. Counsel,
      Chadbourne & Parke LLP, of any drawdown, withdrawal from,
      set off against, or other application of property, together
      with information sufficient to permit the Scheme Officers to
      assess the property, including the date and amount of the
      drawdown, and a copy of any contract related to the trust or
      agreement; and

   b. turn over and account to the Scheme Officers all funds
      resulting from such drawdown, withdrawal, setoff, or other
      application in excess of amounts expressly authorized by the
      terms of the contract.

Judge Peck further required any person or entity that is a party
to any action or legal proceeding in which the company is or was
named as a party to place the Scheme Officers' U.S. Counsel,
Chadbourne & Parke LLP, on the master service list, and to take
other steps necessary to ensure that Chadbourne will receive:

   a. copies of any and all documents served by the parties of
      those actions or legal proceedings; and

   b. any and all correspondence or other documents circulated to
      parties named in the master service list.

Copies of Judge Peck's order and the Scheme of Arrangement are
available upon written request to:

      Howard Seife, Esq.
      Francisco Vazquez, Esq.
      Chadbourne & Parke LLP
      30 Rockefeller Plaza
      New York, NY 10112
      Tel: (212) 408-5100

Creditors have until noon on March 7, 2007, to submit completed
claim forms to the Scheme Officers in the United Kingdom.

UIC Insurance Company Limited filed a petition under Section 304
of the U.S. Bankruptcy Code on Aug. 16, 1996 (Bankr. S.D.N.Y.
Case No. 96-44385).


UNO RESTAURANT: Weak Sales Cue Moody's to Junk Corp. Family Rating  
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Uno
Restaurants Holdings, Corps $142 million, 10% senior secured notes
to Caa2 from Caa1 and corporate family rating to Caa1 from B3.

The outlook is negative.

Ratings downgraded are;

   -- Corporate family rating to Caa1 from B3

   -- Probability of Default rating to Caa1 from B3

   -- $142 million second-lien senior secured notes rated to Caa2,
      LGD4, 61% from Caa1, LGD4, 60%

Ratings affirmed are;

   -- Speculative Grade Liquidity Rating of SGL-4

The rating outlook is negative.

The Caa1 corporate family rating reflects the company's
persistently high leverage, modest coverage, and negative free
cash flow generation, as well as a history of weak same store
sales, negative traffic patterns, cost pressures, and geographic
concentration.  

Also constraining the ratings is the considerable competitive
pressures in casual dining segment overall.  The ratings due take
into consideration the company's progress at extending the Uno
brand beyond its historical image as a pizza restaurant, the
predictability of the royalty stream from franchisees, and a
relatively updated store base.

Uno Restaurants Holding Corp, headquartered in Boston,
Massachusetts, operates and franchises 212 "Uno Chicago Grill"
casual dining restaurants principally in New England and the
Mid-Atlantic.  Revenue for the fiscal year ending October 1, 2006
was approximately $314 million.


VALASSIS COMMS: Moody's Lowers Corporate Family Rating to B1
------------------------------------------------------------
Moody's Investors Service downgraded Valassis Communications,
Inc.'s Corporate Family rating to B1 from Ba1 and the company's
existing senior notes to Ba2 from Ba1, concluding the review for
downgrade initiated in connection with the proposed $1.2 billion
acquisition of ADVO, Inc.

The downgrade reflects the significant increase in debt-to-EBITDA
leverage to approximately 6.2x from 2.6x that will result from
funding the acquisition with debt.

Moody's also assigned a Ba2 rating to the proposed $820 million
senior secured credit facility, composed of a $120 million
revolver, $540 million term loan and a $160 delayed draw term
loan.  The ratings on the credit facilities reflect anticipated
support of $590 million of junior debt.

The rating outlook is stable.

Downgrades:

   * Valassis Communications, Inc.

      -- Corporate Family Rating, Downgraded to B1 from Ba1

      -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded
         to Ba2, LGD2, 26 from Ba1, LGD4, 56

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to
         Ba2, LGD2, 26 from Ba1, LGD4, 56

Ratings Assigned:

   * Valassis Communications, Inc.

      -- Guaranteed Senior Secured Credit Facility, Assigned Ba2,
         LGD2, 26

Outlook Actions:

   * Valassis Communications, Inc.

      -- Outlook, Changed To Stable From Rating Under Review

The B1 Corporate Family rating reflects the company's high
leverage, moderate growth prospects, and the challenges associated
with:

   1) stabilizing free-standing insert and shared mail businesses
      that are experiencing significant margin pressure,

   2) continuing ADVO's transition to a new enterprise resource
      planning system, and

   3) integrating two companies involved in contentious litigation
      related to the enforceability of the merger agreement.

The rating also reflects that the ADVO acquisition will improve
Valassis' product and customer diversity, and enhance the
company's scale and reach in media services.

The stable rating outlook reflects Moody's expectation that
Valassis will capitalize on its strong market positions in shared
mail, targeted marketing, and FSI, and realize cost savings from
integrating the two companies to generate a moderate level of free
cash flow that the company will use to reduce debt.

Moody's anticipates that this will result in debt-to-EBITDA
leverage declining to approximately 5.0x within 18-24 months of
the acquisition closing.

Valassis Communications, Inc. headquartered in Livonia, Michigan,
offers a wide range of promotional and advertising products
including newspaper advertising and inserts, sampling, direct
mail, targeted marketing, coupon clearing and consulting and
analytic services.  Annual revenue will approximate $2.5 billion
upon completion of the ADVO acquisition.


VISANT HOLDING: Thompson Dean Resigns as Director
-------------------------------------------------
Visant Holding Corp. reported that Thompson Dean, a director and
member of the Executive Committee of the Registrant, and Visant
Corporation and Visant Secondary Holdings Corp., the Registrant's
subsidiaries, resigned effective on date from his directorships
with these entities in connection with the expiration of his
consulting arrangement with Credit Suisse First Boston LLC with
respect to such companies.

No replacement has been named at this time.

Headquartered in Armonk, New York, Visant is a leading
marketing and publishing services enterprise servicing school
affinity, direct marketing, fragrance and cosmetics sampling,
and educational publishing markets.  The company recorded
revenues of $1.5 billion in fiscal 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 4, 2007,
Moody's Investors Service affirmed Visant Holding Corp.'s
Corporate Family rating at B1, and  Senior Notes' rating at B3.


WALCO OIL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Walco Oil Company, Inc.
        P.O. Box 700
        Richton, Mississippi 39476

Bankruptcy Case No.: 06-50275

Type of Business: The Debtor is an oil petroleum retailer.

Chapter 11 Petition Date: April 13, 2006

Court: Southern District of Mississippi

Judge: Edward Gaines

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


WARNER MUSIC: Operating Income Drops to $80 Mil. in First Qtr 2007
------------------------------------------------------------------
Warner Music Group Corp. reported its first-quarter financial
results for the period ended Dec. 31, 2006.

                     Financial Highlights

   -- Total revenue of $928 million for the first quarter of
      fiscal 2007 decreased 11% from the prior-year quarter.

   -- Digital revenue was $100 million, or 11% of total revenue in
      the quarter, up 45% from $69 million in the prior-year
      quarter and down 4% sequentially from $104 million in the
      fourth quarter of fiscal 2006.

   -- Operating income declined 44% to $80 million in the quarter
      compared to $144 million in the prior-year quarter.

   -- Operating income before depreciation and amortization       
      declined 31% to $140 million from $202 million in the prior-
      year quarter.

"Last year's successes provide an excellent foundation on which to
build.  As expected, we faced unusually difficult year-over-year
comparisons this quarter, which do not reflect our prospects for
the fiscal year," said Edgar Bronfman, Jr., Warner Music Group's
Chairman and CEO.  "We remain the leader in the music industry's
digital transformation, having concluded a series of key
partnership agreements and having reached the $100 million
threshold in digital revenue for two consecutive quarters.  Even
in the face of a challenging market backdrop, we continue to
deliver value to our shareholders and aggressively seek new
opportunities for growth."

Michael Fleisher, Warner Music Group's Executive Vice President
and CFO, added:  "As we have previously discussed, based on the
timing of our releases, we expect 2007 to be a back-end-weighted
year.  We manage our performance on a full-year basis, and are
confident about the 2007 fiscal year."

A full-text copy the company's Form 10Q regulatory filing is
available for free at http://ResearchArchives.com/t/s?19c5

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--
is a music company that operates through numerous international
affiliates and licensees in more than 50 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2006,
Standard & Poor's Ratings Services raised its long-term corporate
credit and senior secured ratings on Warner Music Group Corp. to
'BB-' from 'B+'.  At the same time, Standard & Poor's raised its
senior subordinated debt rating on WMG to 'B' from 'B-', two
notches below the 'BB-' corporate credit rating.  S&P said the
outlook is stable.

Warner Music Group Corp. carries Fitch Ratings' BB- issuer default
rating assigned in May 2006.


WERNER LADDER: Court Okays 2nd Forbearance Pact with Black Diamond
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
second forbearance agreement between Werner Holding Co. (DE) Inc.
aka Werner Ladder Company, its debtor-affiliates, and a group of
lenders led by Black Diamond Commercial Finance LLC, The CIT
Group/Business Credit Group, and Morgan Stanley Senior Funding.

The new Forbearance Agreement will, among others, allow the
Debtors to determine whether a sale or a standalone reorganization
process will maximize the value of their estates.

Additionally, it will ensure Werner's continued access to all the
funds necessary to operate its business and to complete its
operational and financial restructuring.

Commenting on the Court's decision, James J. Loughlin, Jr.,
Werner's interim chief executive officer, said, "We are pleased
that the [C]ourt has approved our [S]econd [F]orbearance
[A]greement with Black Diamond.  This agreement provides Werner
with the financial flexibility to complete its restructuring and
continue positioning our business for long-term success."

                            Asset Sale

Pursuant to the Court-approved Second Forbearance Agreement, the
Debtors agreed to sell substantially all of their assets to Black
Diamond and Brencourt Advisors LLC for approximately $255,750,000
in cash and contributed first lien debt.

The sale is subject to negotiation of definitive documentation.

The Debtors said the purchase offer sets certain target dates,
including:

   (a) approval of bid procedures by March 7, 2007,
   (b) an auction, if necessary, by May 1, 2007, and
   (c) a sale hearing on May 7, 2007.

The proposal requires a closing by May 17, 2007, which can be
extended if certain regulatory approvals are required.

                    Second Forbearance Agreement

Under the Second Forbearance Agreement, the Debtors and Black
Diamond agreed that the forbearance period will run through the
earlier of:

   (i) May 17, 2007;

  (ii) the date that the Debtors breach their obligations under
       the Second Forbearance Agreement;

(iii) the occurrence or existence of any event of default under
       the debtor-in-possession financing agreement documents
       other than a subject default; and

  (iv) the failure to occur of certain milestones.

If the Debtors file a confirmable plan of reorganization with the
Court by March 20, 2007, the Debtors and Black Diamond will
negotiate further extension of the Second Forbearance Agreement.

                           Milestones

Under the Second Forbearance Agreement, Black Diamond requires
the Debtors to satisfy these milestone dates:

   Jan. 29, 2007   Deadline to complete and deliver to all
                   creditor constituencies the pro-forma
                   projections through December 31, 2009,
                   premised upon action plan and 2007 Budget,
                   and the form and content that are reasonably
                   satisfactory to Black Diamond and Jim
                   Loughlin, as Corporate Restructuring Officer
                   and Interim Chief Executive Officer of the
                   Debtors

   Feb. 15, 2007   Deadline for the Debtors to file a motion
                   pursuant to 11 U.S.C. Sec. 363 to approve (i)
                   bid procedures for a sale of substantially
                   all of their assets and (ii) payment of work
                   fees and expense reimbursement in connection
                   with an exit facility as part of a
                   confirmable Plan

   Feb. 16, 2007   Deadline for the Debtors to complete
                   Information memorandum and other related
                   materials that can be utilized in connection
                   with an emergence strategy, provided that the
                   Debtors will (i) continue to consult in good
                   faith and on a frequent, periodic basis with
                   the DIP Lenders, and (ii) deliver a draft of
                   the Information Memorandum by February 8

   March 7, 2007   Deadline for the Debtors to obtain a Court
                   order approving the Procedures Motion

   March 20, 2007  Deadline for the Debtors to file a confirmable
                   Plan or elect to exclusively pursue the 363
                   Sale

   April 20, 2007  Deadline to mail cure notices pursuant to
                   Section 365 of the Bankruptcy Code, given that
                   a confirmable Plan is not filed by March 20

   May 1, 2007     363 Sale Auction

   May 7, 2007     Deadline for the Debtors to obtain a Court
                   order approving the 363 Sale

   May 17, 2007    Deadline to close the 363 Sale

The Debtors will pay forbearance fees totaling $123,750.

The Debtors will also grant the DIP Lenders call protection of
101% of the amount of the outstanding loans under the DIP
Agreement through May 31, 2007, if the DIP is refinanced by
another lender; provided that the amount but will not be payable
if the loan is repaid from proceeds of the 363 Sale or exit
financing under a confirmable Plan.

The parties further agreed that 100% of the net asset sale
proceeds will be used to repay the DIP Term Loan, except for
individual assets sales with net proceeds less than $5,000.

                  Borrowings & Letter of Credit

In consideration for the Debtors' agreement to comply with the
milestones and conditions, the DIP Lenders agreed that, before
the filing of the Procedures Motion, the Debtors will not make
any revolver draws.  If the Procedures Motion is filed by
February 15, then up to $3,500,000 can be drawn on the Revolver
through March 7.  Thereafter, during the Forbearance Period, the
Debtors can borrow:

   * March 7, 2007, through March 31, 2007: Maximum Revolver
     Balance during the period capped at $10,500,000;

   * April 1, 2007, through April 30, 2007: Maximum Revolver
     Balance during the period capped at $15,500,000; and

   * May 1, 2007, through May 17, 2007: Maximum Revolver Balance
     capped at $14,500,000.

During the Second Forbearance Period, the Debtors may ask for
the issuance of up to $5,000,000 in the aggregate of letters of
credit -- subject to satisfactory DIP Agent review -- plus
additional letters of credit in amounts and for purposes to be
agreed upon by the DIP Agent in good faith.

The Debtors' obligations to comply with the financial covenants
under the DIP Agreement will be suspended through the Second
Forbearance Period.

The Debtors will not participate in any hedging transaction or
make any payments on pension obligations during the Second
Forbearance Period.

In addition, the Debtors will not make any products liability
payments to claimants in excess of $490,000 during the Second
Forbearance Period.

A full-text copy of the Second Forbearance Agreement is available
at no charge at:

      http://bankrupt.com/werner2ndforbearanceagreement.pdf

                            Plan Update

The Court has extended the Debtors' exclusive period to file a
plan of reorganization until Thursday, Feb. 15, 2007, however the
Court ruled that the deadline will be extended until March 9,
2007, if the Debtors file a motion seeking approval of:

   (i) bid procedures for the sale of all or substantially all
       of their assets pursuant to Sections 363 and 105 of the
       Bankruptcy Code; and

  (ii) at their sole option, payment of fees and expense
       reimbursement in connection with an exit facility for a
       Plan.

                        About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  The Debtors are represented by the firm of Willkie
Farr & Gallagher LLP as lead counsel and the firm of Young,
Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is
the Debtors' financial advisor.  The Official Committee of
Unsecured Creditors is represented by the firm of Winston & Strawn
LLP as lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported total
assets of $201,042,000 and total debts of $473,447,000.


WINDSTREAM CORP: To Offer Private Placement of $500MM Senior Notes
------------------------------------------------------------------
Windstream Corporation intends to offer $500 million aggregate
principal amount of senior notes due 2019.  The offering is
expected to be completed this month, subject to market and other
conditions.

Windstream intends to use the net proceeds from the offering to
repay approximately $500 million of amounts outstanding under the
term loan portion of its senior secured credit facilities.

Windstream is also seeking the consent of lenders to an amendment
and restatement of its $2.9 billion senior secured credit
facilities.  Windstream is seeking to amend and restate its senior
secured credit facilities to, among other things:

   * reduce the interest rate payable under tranche B of the term
     loan portion of the facilities; modify the pre-payment
     provisions;

   * modify certain covenants to permit the consummation of the
     split-off of its directory publishing business; and

   * make other specified changes.

The company expects to complete the amendment and restatement in
February 2007.

Headquartered in Little Rock, Arizona, Windstream Corporation
(NYSE: WIN) -- http://www.windstreamcomm.com/-- provides voice,  
broadband and entertainment telecommunications services in 16
states with approximately 3.3 million access lines in service.


WINDSTREAM CORP: Proposed $500MM Senior Notes Rated BB+ by Fitch
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Windstream
Corporation's proposed offering of $500 million of senior
unsecured notes due 2019.  

Proceeds from the offering will be used to repay a portion of its
senior secured Term Loan B facility, which currently has $1.9
billion outstanding.  The new notes will rank equally with
Windstream's existing $2.546 billion of senior unsecured notes.  
Windstream's issuer default rating is 'BB+' and the rating outlook
is stable for all ratings.

Concurrent with the refinancing announcement, Windstream disclosed
that it will seek the consent of its lenders to amend and restate
its senior secured credit facilities to reduce the interest rate
on its Term Loan B facility, modify the prepayment provisions,
modify certain covenants to permit the consummation of the
anticipated split-off of its directory business and to make other
specified changes.  The company expects to complete this action in
February 2007.

Windstream's issuer default rating of 'BB+' and Stable Outlook
incorporates expectations for Windstream to generate strong
operating cash flow, stable credit-protection metrics and to have
access to ample liquidity.  The company's business profile should
be relatively stable due to its primarily rural operations.  

Fitch forecasts Windstream's dividend payout ratio as a percentage
of its net free cash flow in the 70%-75% range.  Fitch expects the
company to maintain a relatively stable leverage ratio, with
debt-to-EBITDA in the 3.2x-3.3x range over the next few years.  
Pro forma for the mid-2006 merger with Valor Communications Group,
Inc., gross debt-to-operating EBITDA was 3.3x in 2006.  Liquidity
is supported by the company's undrawn $500 million revolving
credit facility, which will be in place until July 2011.  Debt
maturities in the next several years, including the required
amortization of its term credit facilities, are nominal.

Fitch believes that the company's rural footprint provides it with
modestly lower exposure to competition than the urban-based
regional Bell operating companies.  Thus far, Windstream's primary
competition has been from wireless substitution for voice services
and cable modem competition for their high-speed data services.

In 2007, Fitch expects Windstream to experience increased pressure
on its revenues and cash flow from competition from cable
operators for voice services.  At year-end 2006, cable telephony
reached approximately 40% of Windstream's access lines.  
Windstream will need to be successful in mitigating this pressure
by growing revenue from new services, including the continued
deployment of high-speed data services, and by including
satellite-provided video services in its bundle.  In addition, the
company will attempt to mitigate pressure on cash flow through
cost controls and the realization of synergies arising from the
combination of its predecessor companies' operations.

On Dec. 13, 2006, Windstream reported the split-off of its
directory publishing business in a tax-free transaction.  The
total value of the transaction is $525 million and will consist of
up to $250 million of debt and an exchange for approximately
$275 million in common stock.  The company entered into an
agreement with Welsh, Carson, Anderson & Stowe, a private equity
firm that currently owns approximately 4.1% of Windstream.

As part of the transaction, Windstream in effect will exchange
shares in the directory business for this stake.  Prior to the
close of the transaction, the publishing subsidiary will
distribute to Windstream approximately $220 million of debt, and
pay a $30 million special dividend.  Windstream will exchange all
or a portion of the debt for existing debt, which will be retired.
The $30 million from the special dividend, which represents the
tax basis in the directory business, will be used to retire debt
or repurchase common equity.  The transaction is expected to be
completed in 2007.  Fitch believes the transaction will have a
neutral to slightly delevering effect on Windstream.  The effect
on free cash flow is expected to be neutral after taking into
consideration lower income taxes, lower interest payment and lower
dividend requirements.

At Dec. 31, 2006, Windstream had approximately $5.5 billion in
outstanding debt and $387 in cash and short-term investments.
Windstream's credit facilities consist of a $500 million five-year
revolving credit facility and $2.4 billion in term credit
facilities.  The term credit facilities are composed of a Tranche
A facility of $500 million outstanding which matures in July 2011
and a Tranche B facility of $1.9 billion outstanding which matures
in July 2013.

The credit facilities are secured by assets in a portion of
Windstream's regulated wireline business as well as by the assets
of its unregulated businesses.  Regulated subsidiaries that
required the approval of the transaction, or approval of a grant
of a guarantee, by state regulators did not provide a guarantee to
the senior secured credit facilities.  Principal financial
covenants in the credit facilities require a minimum interest
coverage ratio of 2.75x and a maximum leverage ratio of 4.5x.
There will be limitations on capital spending, and the dividend
will be limited to the sum of excess free cash flow and net cash
equity issuance proceeds subject to pro forma leverage of 4.5x or
less.


WINDSTREAM CORP: S&P Rates Proposed $500 Mil. Senior Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' rating to
Little Rock, Arkansas-based Windstream Corp.'s proposed offering
of $500 million senior notes due 2019.  The rating on the new
notes is two notches below the corporate credit rating, reflecting
the significant amount of secured debt in the capital structure.
All other ratings on Windstream Corp are affirmed.

The outlook is negative.

Proceeds from the offering will be used to repay $500 million
outstanding under the term loan portion of the company's senior
secured credit facilities.  The notes will be issued under Rule
144A with registration rights.

"The ratings reflect an aggressive shareholder-oriented financial
policy, accelerating competition for voice and data services from
cable operators, and flat-to-declining revenues from Windstream's
mature local telephone business," said Standard & Poor's credit
analyst, said Standard & Poor's credit analyst Susan Madison.

Tempering factors include the company's position as the dominant
provider of local and long distance telecommunications services in
secondary and tertiary markets, which may experience less
aggressive cable voice over Internet protocol deployment; growth
potential from data and Internet services; solid operating
margins; and moderate capital requirements.

Windstream is a rural local exchange carrier providing voice and
data communication services to about 3.2 million access lines in
16 states in the midwestern and southeastern U.S. and parts of New
York and Pennsylvania.  The company's small competitive local
exchange carrier business is not a material rating consideration.
Windstream was formed through the merger of ALLTEL Corp.'s
wireline business with Valor Communications Group Inc.  Debt
outstanding at Dec. 31, 2006, totaled about $5.5 billion.

                          *     *     *

As reported in the Troubled Company Reporter, Dec. 19, 2006,
Moody's Investors Service affirmed Windstream Corporation's Ba2
corporate family on the reported split-off of its directory
publishing business to affiliates of Welsh, Carson, Anderson and
Stowe.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Upcoming Meetings, Conferences and Seminars

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 7-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      VALCON: Hedge Funds, Distressed Debt, Risk and
         Restructurings
            Red Rock Casino, Resort and Spa, Las Vegas, NV
               Contact: http://http://www.airacira.org//

February 8, 2007
   INSTITUTIONAL INVESTOR EVENTS
      Corporate Restructuring & Investing in Post-Crisis Latin
         America Forum
            New York, NY
               Contact: http://www.iievents.com/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      9th Annual TMA Symposium
         Four Seasons Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

February 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Marketing Strategies available to the Turnaround
         Practitioner
            Sydney, Australia
               Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Martini Networking Event
         Gibson's Steakhouse, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Valuation Outlook - What's in Store for 2007
         University Club, Portland, OR
            Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Window of Opportunity: Maximizing Value in a Retail
         Bankruptcy
            Denver Athletic Club, Denver, CO
               Contact: http://www.turnaround.org/

February 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Men's College Basketball & Networking
         Wachovia Center, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

February 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wharton Restructuring Conference
         The Wharton School
            Philadelphia, PA
               Contact: http://www.turnaround.org/

February 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development
         Brisbane, Australia
            Contact: http://www.turnaround.org/

February 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Gordon Biersch Brewery Restaurant, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-NOW Networking & Panel: Discussing Women's Networking
         Issues
            PBI, Philadelphia, PA
               Contact: 215-657-5551 or http://www.turnaround.org/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org

February 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Maggianos, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

February 27, 2007
   PRACTISING LAW INSTITUTE
      Intercreditor Agreements & Bankruptcy Issues Workshop
         San Francisco, CA
            Contact: www.pli.edu

February 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Devil Rays Turnaround
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

February 27-28, 2007
   EUROMONEY INSTITUTIONAL INVESTOR
      5th Annual Corporate Restructuring Summit
         Sheraton Park Lane Hotel, London, UK
            Contact: http://www.euromoneyplc.com/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 6, 2007
   BEARD AUDIO CONFERENCES
      Distressed Claims Trading  
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

March 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         Sydney, Australia
            Contact: http://www.turnaround.org/

March 14-15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Atlanta, GA
         Contact: http://www.turnaround.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Management Event
         Long Island, NY
            Contact: http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 20, 2007
   THOMSON WEST LEGALWORKS
      Insurance and Reinsurance Allocation Superbowl
         New York, NY
            Contact: http://www.westlegalworks.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Next Wave of Distressed Businesses: A Panel Discussion
         South Florida
            Contact: http://www.turnaround.org/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
         Rodney Page, Senior Partner of Blue Springs Partners
            Citrus Club, Orlando, FL
               Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons
            Las Colinas, Dallas, TX
               Contact: http://www.turnaround.org/

March 29-31, 2007
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Chapter 11 Business Reorganizations
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Case Study "When Everything Goes Wrong"
         University of Florida, Gainesville, FL
            Contact: http://www.turnaround.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 4th Spring Luncheon and Founders Awards
         Washington, DC
            Contact: http://www.iwirc.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon University Club
      Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 19-20, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Eighth Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                  http://renaissanceamerican.com/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting Social
         TBA, Long Island, NY
            Contact: 631-251-6296 or http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
         Mark Fitzgerald, President of Sales Training Institute
            Inc
               Centre Club, Tampa, FL
                  Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, CT
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
         Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, NY
               Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
            New York, NY
               Contact: http://www.abiworld.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, OH
            Contact: http://www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel - London, UK
               Contact: 800-726-2524;
               http://renaissanceamerican.com/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, NY
            Contact: http://www.frallc.com/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://http://www.airacira.org//

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, NJ
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, IL
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                  http://renaissanceamerican.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, NV
               Contact: http://www.abiworld.org/

August 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, IL
            Contact: http://www.nabt.com/

August 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

September 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, MA
               Contact: 312-578-6900; http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, CA
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, FL
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, LA
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, AZ
               Contact: http://www.abiworld.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, AZ
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, FL
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price    
         Validation and Risk Assessment
            Audio Conference Recording
               Contact: 240-629-3300;   
               http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the
         New Code
            Audio Conference Recording
               Contact: 240-629-3300;   
               http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
         and Records Management for Bankruptcy Practitioners and
            Litigators
               Audio Conference Recording
                  Contact: 240-629-3300;   
                  http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
         Latest Decisions
            Audio Conference Recording
               Contact: 240-629-3300;   
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Diagnosing Problems in Troubled Companies
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Equitable Subordination and Recharacterization
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

                    *** End of Transmission ***