TCR_Public/070216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 16, 2007, Vol. 11, No. 40

                             Headlines

ACE SECURITIES: S&P Puts Default Rating on Class M-4 Certificates
ADVANCED MARKETING: Mark E. Ravits Appointed as Director
ADVANCED MARKETING: Robert E. Robotti Resigns as Director
ALLIS-CHALMERS ENERGY: Board Picks Zane Tankel as Director
AMERICAN AIRLINES: Parent Possible Buyout Target

AMERICAN RAILCAR: Moody's Puts B1 Rating on Proposed Senior Notes
AMERICAN TOWER: Moody's Lifts Corp. Family Rating to Ba1 from Ba2
AMR CORP: Likely Buyout Target of Goldman Sachs & British Airways
ANTELOPE TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
ASCENDIA BRANDS: Buys Coty Inc. Brands and Licenses for $125 Mil.

ATLANTIC BROADBAND: S&P Rates $525 Million Senior Facility at B
AUTOCAM CORP: Proposed $150 Mil. Senior Facilities Rated B by S&P
BAYVIEW APARTMENTS: Involuntary Chapter 11 Case Summary
BEAR STEARNS: Fitch Holds BB Rating on Class M-7 Certificates
BEN CASTON: Voluntary Chapter 11 Case Summary

BEVERAGES & MORE: TowerBrook Deal Cues Moody's Junk Rating on Debt
BNS HOLDING: Proposes Plan to Deregister with the SEC
CAL-BAY INT'L: To Refinance Properties in Southern California
CENTRAL PARKING: Earns $9.3 Mil. in 1st Fiscal Qtr. Ended Dec. 31
CENVEO INC: S&P Rates Proposed $925 Million Senior Facility at B+

COLLINS & AIKMAN: Solicitation Papers Must be Mailed by Feb. 20
COLLINS & AIKMAN: Wants JCI Parties' Customer Agreement Approved
COMMODORE APPLIED: Committee Dismisses Tanner LLC as Accountants
COPELANDS' ENTERPRISES: Files Joint Liquidation Plan in Delaware
COPELANDS' ENTERPRISES: Disclosure Statement Slated for March 19

COPELANDS' ENTERPRISES: Admin. Expense Claims Due on March 22
CORPSOURCE FINANCE: Moody's Junks Rating on Proposed $125MM Loan
CROWN CASTLE: Moody's Places Corporate Family Rating at Ba3
DAIMLERCHRYSLER: Finalizes Pact with Canadian Auto Workers
DAIMLERCHRYSLER: Chrysler Group In Talks with General Motors

DANA CORP: Seeks Approval of Franklin Settlement Agreement
DANA CORP: Trade Creditors Sell 35 Claims Totaling $4,624,406
DEAL GOLF: Case Summary & Largest Unsecured Creditor
DEATH ROW: Court OKs Virgil Roberts as Business Affairs Consultant
DELPHI CORP: Posts $1.97 Bil. Net Loss in 3rd Qtr. Ended Sept. 30

DELTA AIR: Comair Wants Approval on Loss Payment Agreement
DOMINO'S PIZZA: Subsidiary Inks Interest Rate Swap Agreement
DUNNAIR BUSINESS: Discontinues Luxury Jet Furnishing Operations
DUNNAIR BUSINESS: Case Summary & 20 Largest Unsecured Creditors
EAGLE BROADBAND: AMEX Rejects Plan of Compliance

EAGLE BROADBAND: Closes $1.3 Million Promissory Note Transaction
EDDIE BAUER: S&P Says Ratings Still Remain on Negative CreditWatch
FIRST HORIZON: Fitch Holds Low-B Ratings on 3 Certificate Classes
FRONTIER FUNDING: Moody's Lowers Rating on Class B Certs. to Ba3
GB HOLDINGS: Panel's 8th Modified Liquidation Plan is Effective

GENERAL MOTORS: In Talks with DaimlerChrysler AG's Chrysler Group
GLOBAL TEL*LINK: Proposed $10MM Add-on Cues Moody's to Cut Ratings
GMAC 2005: Fitch Affirms B- Rating on $4 Mil. Class O Certificates
GRAY TELEVISION: Plans to Ink New $1 Bil. Senior Credit Facility
GRAY TELEVISION: S&P Rates Proposed $1 Bil. Senior Facility at B

GREENMAN TECH: Dec. 31 Balance Sheet Upside-Down by $11.4 Million
GSAMP TRUST: S&P Junks Rating on Series 2006-S3 Class B-2 Certs.
GSAMP TRUST: S&P Places Ratings on Negative CreditWatch
HARRAH'S ENT: Buyout May Get a B Issuer Default Rating from Fitch
HARRINGTON HOLDINGS: Moody's Junks Rating on $50 Million Term Loan

HCP ACQUISITION: Moody's Rates $427.9 Mil. Senior Facility at B1
HECTOR MERCADO: Case Summary & 16 Largest Unsecured Creditors
HUGHES COMMS: Unit Inks Commitment Letter for $115 Mil. Financing
ICEWEB INC: Sherb & Co. LLP Raises Going Concern Doubt
IMAGIVISION FX: Case Summary & 10 Largest Unsecured Creditors

INVACARE CORP: Closes $710 Million Refinancing Transactions
IRONWOOD COURTYARD: Case Summary & Eight Largest Unsec. Creditors
ISIDORO MARTINEZ: Case Summary & 12 Largest Unsecured Creditors
JAMES ERNSBERGER: Case Summary & 11 Largest Unsecured Creditors
LB-UBS: Moody's Junks Ratings on Class N and P Certificates

LESLIE'S POOLMART: Good Performance Cues S&P's Ratings Upgrade
MATTRESS HOLDINGS: Moody's Cuts $225MM Sr. Facility's Rating to B1
MERRILL LYNCH: Loan Repayment Prompts DBRS to Upgrade Ratings
MESABA AVIATION: Northwest Seeks Formal Approval of Acquisition
MILLS CORP: Board Says Simon/Farallon Offer is Better

MILSPERING INC: Case Summary & 20 Largest Unsecured Creditors
MORGAN STANLEY: Moody's Holds B3 Rating on $3 Mil. Class Q Certs.
MORTGAGE LENDERS: Can Access Cash Collateral Until March 30
MORTGAGE LENDERS: Can Obtain Up to $3 Million of DIP Financing
NASDAQ STOCK: Fourth Quarter 2006 Net Income Rose to $63 Million

NEW CENTURY: S&P Places Ratings on Negative CreditWatch
NEWTRAC PACIFIC: Case Summary & Four Largest Unsecured Creditors
NORTHWEST AIRLINES: Wants Sanction Imposed on Ad Hoc Equity Panel
NORTHWEST AIRLINES: Files Disclosure Statement in New York
NORTHWEST AIRLINES: Disclosure Statement Hearing Set for March 26

NORTHWEST AIRLINES: Wants Court Approval on Mesaba Purchase
NOVELIS CORP: Hindalco Deal Cues Fitch to Hold B Sr. Notes Rating
NPC INT'L: Agrees to Acquire 59 Pizza Hut Units for $27.1 Million
ORREX MEDICAL: Involuntary Chapter 11 Case Summary
PITTSFIELD WEAVING: NH Revenue Dept. Wants Chap. 11 Case Dismissed

POPULAR ABS: Fitch Affirms Low-B Ratings on 5 Certificate Classes
REALOGY CORP: Refinancing Prompts S&P's Negative CreditWatch
REFCO INC: Former President Tone Grant Charged with Fraud
REFCO INC: Plan Administrator Wants AIDMA Pact Approved Today
RESI FINANCE: S&P Assigns B- Rating to $20 Million Class B12 Notes

RESIX FINANCE: S&P Assigns B- Rating to $20 Mil. Class B12 Notes
RITE AID: Launched Offering of $800 Million Senior Notes Last Week
SAINT VINCENTS: Can Finance $10.5 Million Debt to Pay Premiums
SAN FRANCISCO OCEANSIDE: Case Summary & 12 Largest Creditors
SANMINA-SCI: S&P Lowers Corporate Credit Rating to B+ from BB-

SASCO 2007: S&P Rates $1.2 Million Class S Certificates at B-
SEMINOLE HARD: S&P Places Corporate Credit Rating at BB
SIERRA PACIFIC: DBRS Puts BB (low) Rating on Senior Notes
SOLECTRON CORP: Michael Cannon Resigns as CEO; Joins Dell
SOLUTIA INC: Various Parties React to Exclusivity Extension Motion

SOLUTIA INC: Wants to Implement 2007 Incentive Program
SOLUTIA INC: Court Extends Removal of Actions Period Until May 7
SOLUTIA INC: AMEC Transfers $33,942 Claim to Contrarian Funds
SOURCECORP INC: S&P Cuts Corporate Credit Rating to B from B+
SPECIALTY RESTAURANT: Case Summary & 20 Largest Unsec. Creditors

SPECIALTY RESTAURANT: Wants Access to GECC Cash Collateral
SPECIALTY RESTAURANT: Wants More Time to File Schedules
STONE TOWER: S&P Rates $31 Million Class D Notes at BB
STRUCTURED ADJUSTABLE: S&P Junks Rating on Class M-3 Certificates
STRUCTURED ASSET: S&P Places Ratings on Negative CreditWatch

SUN COAST: S&P Cuts Rating on $22.5 Million Revenue Bonds to B
SUPERIOR WHOLESALE: Fitch Rates $16 Million Class D Notes at BB+
TERWIN MORTGAGE: S&P Places Ratings on Negative CreditWatch
UAL CORP: Officers Disclose Shares Ownership
UAL CORP: United Airlines Refinances $2 Billion Exit Facility

VALASSIS COMMS: S&P Cuts Corporate Credit Rating to B+ from BB
VALENCE TECH: Posts $5.9 Million Net Loss in Quarter Ended Dec. 31
WARNER MUSIC: 1st Qtr. Fiscal Results Cues S&P's Negative Outlook
WORLD HEALTH: Chapter 7 Trustee Hires Miller Coffey as Accountants

* Sheppard Mullin San Francisco Adds Jennifer Redmond as Partner

* BOOK REVIEW: Railroad Consolidation: Its Economics and
               Controlling Principles

                             *********

ACE SECURITIES: S&P Puts Default Rating on Class M-4 Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-4
from Ace Securities Corp. Home Equity Loan Trust Series 2002-HE1
to 'D' from 'CCC'.

Concurrently, the rating on class M-3 was lowered to 'CCC' from
'B' and removed from CreditWatch with negative implications, where
it was originally placed Aug. 1, 2006.

The downgrades reflect actual and projected credit support
percentages that are insufficient to maintain the previous
ratings.  Excess interest has been insufficient to cover realized
losses for the past 12 months, and overcollateralization was
depleted in December 2006.

Cumulative losses for this transaction total $15,014,186, or 3.00%
of the original pool balance.  As of the Jan. 25, 2007,
distribution date, total delinquencies were 41.96% of the current
pool principal balance, with 26.70% categorized as seriously
delinquent.  The outstanding pool balance of this series is 7.97%
of its original size.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If the delinquent loans translate into
further realized losses, Standard & Poor's may take additional
negative rating actions on class M-3, depending on the size of the
losses and the remaining credit support.

                    Rating Lowered And Removed
                     From Creditwatch Negative

                 Ace Securities Corp. Home Equity
                     Loan Trust Series 2002-HE1

                                  Rating
                                  ------
                    Class    To             From
                    -----    --             ----
                    M-3      CCC            B/Watch Neg

                          Rating Lowered

                 Ace Securities Corp. Home Equity
                     Loan Trust Series 2002-HE1

                                  Rating
                                  ------
                    Class    To             From
                    -----    --             ----
                    M-4      D              CCC


ADVANCED MARKETING: Mark E. Ravits Appointed as Director
--------------------------------------------------------
Advanced Marketing Services Inc. has appointed Marc E. Ravitz,
CFA, as its director.

Mr. Ravitz is executive vice president of Grace & White Inc.,
an investment advisory firm which, together with certain
other affiliated entities and persons, controls approximately 12%
of the company's common stock.

"Marc's firm has been a stockholder for many years.  We're
pleased that he has joined the Board, and we look forward to his
contributions," said Robert F. Bartlett, the Chairman of the
Board.

Mr. Ravitz stated: "I look forward to working with the other
members of the Board and management to chart a positive course
for the company."

The company also announced that the company's meeting of
stockholders, which was scheduled to be conducted on
Jan. 24, 2007, was adjourned until 8:00 a.m. Pacific Standard Time
on Feb. 23, 2007, at the company's offices in San Diego,
California.  The meeting was adjourned because less than a
majority of the company's shares outstanding and entitled to vote
were represented at the meeting.  The record date for the meeting
remains Dec. 26, 2006, and only stockholders of record as of
the close of business on that date will be entitled to vote at
the meeting.

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: Robert E. Robotti Resigns as Director
---------------------------------------------------------
Robert E. Robotti, who was appointed in November 2006, has
resigned as a director of Advanced Marketing Services Inc.  Mr.
Robotti is a managing member of Ravenswood Management Company,
L.L.C., the General Partner of Ravenswood Investment Company, L.P.

In resigning as a director, Mr. Robotti stated that he
disagreed with the Board's decision to proceed with the annual
meeting of stockholders on Jan. 24, 2007, as previously
scheduled.  Mr. Robotti expressed his concern that, given the
advance notice requirements in the company's bylaws, the
opportunity has passed for stockholders to nominate director
candidates or to bring other business before the meeting.
Mr. Robotti instead sought to postpone the annual meeting until a
later date.

Robert F. Bartlett, Chairman of the Board of Directors,
stated: "The company originally announced the January 24 meeting
date back on Oct. 3, 2006, and the Board has determined that
it is in the best interests of the company and its stockholders
to proceed with the meeting as scheduled.  We regret that Bob has
decided to resign from the Board, but we respect his viewpoint,
and we thank him for his contributions during his period of
service."

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)


ALLIS-CHALMERS ENERGY: Board Picks Zane Tankel as Director
----------------------------------------------------------
The Board of Directors of Allis-Chalmers Energy Inc. elected
Zane Tankel as a member of its Board of Directors.  There is
no arrangement between Mr. Zankel and any other persons pursuant
to which Mr. Zankel was selected as a director.  There are
no relationships between Mr. Zankel and the company or its
subsidiaries that would require disclosure pursuant to
Item 404(a) of Regulation S-K.

At present, Mr. Tankel is the chief executive officer of
Apple-Metro Inc., the New York Metropolitan Area franchisee
for Applebee's Neighborhood Grill & Bar, and has been the chairman
of the board of Apple-Metro, Inc. and Chevys Fresh Mex Restaurants
since 1994.

Mr. Tankel also serves as a member of the board of directors
of Wilshire Restaurant Group Inc., and BKH Acquisition Corp and
serves as chairman of the board of the Metropolitan Presidents
Organization.

Based in Houston, Texas, Allis-Chalmers Energy Inc. (AMEX: ALY)
-- http://www.alchenergy.com/-- provides oilfield services and
equipment to the oil and gas exploration and development
companies primarily in Texas, Louisiana, New Mexico, Colorado,
and Oklahoma; offshore in the United States Gulf of Mexico; and
offshore and onshore in Mexico.  The company offers directional
drilling, compressed air drilling, casing and tubing, rental
tools, and production services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2007,
Moody's Investors Service placed Allis-Chalmers Energy Inc.'s
ratings on review for possible upgrade.  At the same time,
Moody's assigned a B3 rating to the proposed $225 million
senior unsecured notes to be issued by Allis-Chalmers.


AMERICAN AIRLINES: Parent Possible Buyout Target
------------------------------------------------
AMR Corp., parent company of American Airlines, might be a buyout
target of a group including Goldman Sachs and British Airways,
Gene Marcial of BusinessWeek magazine reports.

The proposed bid is said to be between $9.8 billion ($46 a share)
and $11.1 billion ($52 a share), BusinessWeek adds.

The bid is uncertain to materialize, BusinessWeek notes citing
people familiar with the matter.

                           About AMR Corp.

Based in Fort Worth, Texas, AMR Corporation is the parent company
of American Airlines Inc. American Airlines -- http://www.AA.com/
-- is the world's largest airline.  American, American Eagle and
the AmericanConnection regional airlines serve more than 250
cities in over 40 countries with more than 3,800 daily flights.
The combined network fleet numbers more than 1,000 aircraft.
American Airlines is a founding member of the oneworld Alliance,
whose members serve more than 600 destinations in over 135
countries and territories.

                      About American Airlines

American Airlines, Inc. -- http://www.AA.com/-- American Eagle,
and the AmericanConnection regional airlines serve more than 250
cities in over 40 countries with more than 3,800 daily flights.
The combined network fleet numbers more than 1,000 aircraft.
American Airlines, Inc. and American Eagle are subsidiaries of AMR
Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
of AMR Corp. and its subsidiary, American Airlines Inc., in
connection with the rating agency's implementation of its
Probability-of-Default and Loss-Given-Default rating methodology.


AMERICAN RAILCAR: Moody's Puts B1 Rating on Proposed Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1, 63 - LGD4 rating to the
senior unsecured notes to be issued by American RailCar Industries
Inc., a corporate family rating of Ba3, a probability of default
rating of Ba3 and a SGL-1 Speculative Grade Liquidity rating.  The
rating outlook is stable.

This is the first time Moody's assigned ratings to ARI.

The ratings reflect ARI's record level of committed backlog for
high-value covered hopper and tank rail cars which should produce
steadily improving operating cash flow over 2007 and 2008, and the
company's plans to increase manufacturing capacity.

In addition, Moody's expects that ARI will maintain key credit
metrics of Debt to EBITDA and EBIT to Interest over the near term
at levels consistent with other issuers at the Ba3 corporate
family rating.  However, the railcar manufacturing sector is
highly-cyclical and the industry has now enjoyed several years of
increasing orders.  As well, ARI's capacity is relatively small
compared to its industry peers, and the non-manufacturing segment
is also relatively small.  Consequently, metrics could be expected
to weaken somewhat during the trough of the cycle.

"Actions by the company to maintain cost flexibility and the
ability to reduce capital expenditures during periods of soft
demand also support the ratings" said Jonathan Root, Moody's High-
Yield Transportation Analyst.

Moody's also notes that ARI expects to carry a considerable cash
balance which provides the company the resources to pursue
transactions including acquisitions that could potentially
increase the company's risk profile.

ARI intends to improve the efficiency of its manufacturing
operations and to expand capacity, and the company expects
improved EBITDA margins, to the low double digits, over the
intermediate term.  This level would approach those of its larger
competitors Trinity Industries, Inc. and The Greenbrier Companies,
Inc.  The operating results of both of these competitors are
influenced by their respective rail car leasing businesses,
however, which provides more predictability to cash flows during
cyclical downturns.  ARI has made a strategic decision to not
offer rail car leasing so as to not compete with its customers and
prospects.  ARI does offer repair and fleet management services,
similar to other manufacturers, which provides some stability of
cash flow during a down-cycle.

Anticipated cash on hand of at least $200 million, cash flow from
operations in 2007 of more than $45 million and the revolver
remaining undrawn provide for a very good liquidity position and
the SGL-1 liquidity rating.  The probability of default rating of
Ba3 and loss given default assessment of 63 - LGD4 indicate an
expected loss rate on the notes of about seven percent.  The
senior unsecured notes will not be guaranteed, nor is the
company's revolving credit agreement.  The B1 rating of the notes,
one notch below the Ba3 corporate family rating, reflects the
lower priority claim as the notes are effectively subordinated to
the obligations of the company's $100 million senior secured
revolving credit due 2009.

The stable outlook anticipates that increased production volumes
should enhance margins and operating cash flow over the
intermediate term.  The ratings could be downgraded if expected
improvements in margins do not materialize, or if the execution of
capital projects disrupts ARI's ability to meet the output
planned.  Debt to EBITDA being sustained above 3.7x or EBIT to
Interest being sustained below 2.7x could also pressure the
ratings down as could meaningfully higher dividends or share
repurchases, which are not anticipated over the near term.
Ratings or the outlook could be upgraded if Debt to EBITDA was
sustained below 2.0x and EBIT to Interest remained above 5.0x
through the trough of the cycle.

Assignments:

   * American Railcar Industries, Inc.

      -- Speculative Grade Liquidity Rating, Assigned SGL-1

      -- Corporate Family Rating, Assigned Ba3

      -- Senior Unsecured Regular Bond/Debenture, Assigned a range
         of 63 - LGD4 to B1

      -- Probability of Default rating, Assigned Ba3

American Railcar Industries, Inc., headquartered in St. Charles,
Missouri, is a leading North American manufacturer of covered
hopper and tank rail cars, and also provides rail car repair and
fleet management services.


AMERICAN TOWER: Moody's Lifts Corp. Family Rating to Ba1 from Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
American Tower Corporation to Ba1 from Ba2, affirmed the company's
SGL-1 liquidity rating and changed the ratings of its various debt
instruments pursuant to the loss given default methodology, as
noted below.  This concludes the ratings review commenced
Dec. 11, 2006.

The outlook is stable.

The upgrade to AMT's corporate family rating with a stable outlook
reflects Moody's expectation that the fundamentals of the wireless
tower sector are likely to remain favorable through the next
several years and AMT's good market position will enable its
strong earnings and cash flow momentum to continue.

However, the rating also considers the company's single industry
focus and relatively small scale although recognizes that much of
its revenues are contractually derived from its relationships with
the largest national wireless operators across the U.S.  Finally,
the rating reflects Moody's view that AMT is likely to direct its
growing free cash flow to shareholders via share buy backs over
the next few years, targeting adjusted leverage towards 6x.

Moody's noted in its rating action that it has now equated the
senior secured ratings at AMT's two main operating companies,
Spectrasite Communications Inc. and American Tower L.P. to reflect
the fact that AMT faces essentially no meaningful restrictions to
the movement of funds between these the two entities.  In Moody's
opinion, this distinction has become a more important factor at
this higher rating level, as Moody's believes AMT is equally
likely to support either subsidiary financially, should the need
arise.

These ratings have been upgraded:

   * American Tower Corporation

      -- Corporate Family Rating to Ba1 from Ba2

      -- Probability of Default Rating to Ba1 from Ba2

      -- Senior Unsecured Rating to Ba2 LGD 5, 86% from Ba3 LGD 5,
         85%

   * American Tower Inc.

      -- Senior Subordinate Rating to Ba1 LGD 4, 61% from Ba2
         LGD4, 59%

   * Spectrasite Communications Inc.

      -- Senior Secured Rating to Baa3 LGD 2, 24% from Ba1 LGD 3,
         38%

These ratings have been lowered:

   * American Tower L.P./ American Tower Inc.

      -- Senior Secured Rating to Baa3 LGD 2, 24% from Baa2 LGD1,
         9%

This rating has been affirmed:

   * American Tower Corporation

      -- Speculative Grade Liquidity Rating at SGL-1

Based in Boston, American Tower Corporation is a wireless tower
operator.


AMR CORP: Likely Buyout Target of Goldman Sachs & British Airways
-----------------------------------------------------------------
AMR Corp., parent company of American Airlines, might be a buyout
target of a group including Goldman Sachs and British Airways,
Gene Marcial of BusinessWeek magazine reports.

The proposed bid is said to be between $9.8 billion ($46 a share)
and $11.1 billion ($52 a share), BusinessWeek adds.

The bid is uncertain to materialize, BusinessWeek notes citing
people familiar with the matter.

                      About American Airlines

American Airlines, Inc. -- http://www.AA.com/-- American Eagle,
and the AmericanConnection regional airlines serve more than 250
cities in over 40 countries with more than 3,800 daily flights.
The combined network fleet numbers more than 1,000 aircraft.
American Airlines, Inc. and American Eagle are subsidiaries of AMR
Corporation.

                           About AMR Corp.

Based in Fort Worth, Texas, AMR Corporation is the parent company
of American Airlines Inc. American Airlines -- http://www.AA.com/
-- is the world's largest airline.  American, American Eagle and
the AmericanConnection regional airlines serve more than 250
cities in over 40 countries with more than 3,800 daily flights.
The combined network fleet numbers more than 1,000 aircraft.
American Airlines is a founding member of the oneworld Alliance,
whose members serve more than 600 destinations in over 135
countries and territories.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
of AMR Corp. and its subsidiary, American Airlines Inc., in
connection with the rating agency's implementation of its
Probability-of-Default and Loss-Given-Default rating methodology.


ANTELOPE TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Antelope Technologies, Inc.
        dba MCC Computer Company
        P.O. Box 22926
        Houston, TX 77227-2926

Bankruptcy Case No.: 07-31159

Type of Business: The Debtor manufactures modular technologies.
                  See http://modular-pc.com/

Chapter 11 Petition Date: February 14, 2007

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Suite 480
                  Houston, TX 77019
                  Tel: (713) 960-0277

Total Assets:   $448,925

Total Debts:  $3,477,515

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Transmeta Corp.                  Trade Debt            $229,000
3990 Freedom Circle
Santa Clara, CA 95054

McGloin Davenport                Legal Fees            $113,012
Severson & Snow
1600 Stout Street, Suite 1600
Denver, CO 80202

Oxford Technologies                                     $84,985
2202 Enchanted Isle Drive
Houston, TX 77062

Meyers Land & Cattle Company     Judgment               $80,000
1660 17th Street, Suite 225
Denver, CO 80202

American Express                                        $75,559
P.O. Box 360001
Ft. Lauderdale, FL 33336

Geko Design                      Judgment               $64,000
101 Shire Court
Los Gatos, CA 95032

Terry Henderson                  Services               $61,506
16011 Diamond Rock Lane
Houston, TX 77429

Guyer Management Assistance Inc.                        $51,657
1708 Grizzly Gulch
Highlands Ranch, CO 80129

Key 3 Media Events               Judgment               $23,207
c/o Richard Schroeder, Esq.
8920 S. Barrons Blvd., Ste 105
Highlands Ranch, CO 80129

Terry Henderson                  Unsecured Loan         $20,000
16011 Diamond Rock Lane
Houston, TX 77429

GD&A Advertising                                        $18,348
1774 Platte Street
Denver, CO 80202-6157

Leisure Publications                                    $17,841
4160 Wilshire Boulevard
Los Angeles, CA 90010-3500

Ehrhardt Keefe                   Accountants            $17,271
Steine & Hoffman, PC
7979 E. Tufts Avenue, Suite 400
Denver, CO 80237-2843

Federal Express                                         $16,084
P.O. Box 1140
Memphis, TN 38101-1140

Think Outside                                           $14,000
85 Saratoga, Suite 200
Santa Clara, CA 95051

Andrews & Kurth, LLP             Legal Fees             $13,396
P. O. Box 201785
Houston, TX 77216-1786

Liteeye Systems, LLC                                    $13,037
8955 South Ridgeline Boulevard
Suite 1200
Higlands Ranch, CO 80129

Richard O. Schroeder             Legal Fees             $10,852
Counselor at Law
8920 South Barrons Boulevard
Suite 205
Highlands Ranch, CO 80129

United Healthcare                                       $10,077
Small Group Accounting - EXBA
P.O. Box 41738
Philadelphia, PA 19101-1738

McBride Sheet Metal                                      $8,678
P.O. Box 1259
Longmont, CO 80502-1259


ASCENDIA BRANDS: Buys Coty Inc. Brands and Licenses for $125 Mil.
-----------------------------------------------------------------
Ascendia Brands, Inc. completed the acquisition of the Healing
Garden(R) and Calgon(R) brands, licenses and brand assets from
Coty Inc. and certain affiliates.  The purchase price (prior to
closing adjustments) was $125 million, including a $20 million
subordinated promissory note and $10 million in Ascendia stock, to
be issued within 30 days following closing.  The asset purchase
agreement also contemplates possible earn-out payments, in July
2009, of up to $15 million in cash, and an additional $5 million
in subordinated debt.

Wells Fargo Foothill Inc., as arranger and agent for a syndicate
of first lien lenders; Watershed Administrative, LLC, as agent for
the second lien lenders; and Prencen Lending LLC and affiliates of
Watershed Asset Management, L.L.C., as purchasers of third lien
convertible notes, combined to provide a $246 million facility to
fund the acquisition, pay costs and fees associated with the
acquisition, fund working capital and general corporate expenses
and refinance the company's existing secured notes and revolving
credit facility.

The company anticipates that the acquisition will roughly double
annual revenues, and will be accretive to earnings for its 2008
fiscal year.

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc.
(AMEX: ASB) -- http://www.ascendiabrands.com/-- manufactures
health and beauty care products.  In November 2005, Ascendia
expanded its range of product offerings through the acquisition of
a series of brands, including Baby Magic(R), Binaca(R), Mr.
Bubble(R) and Ogilvie(R).  The company operates two manufacturing
facilities, in Binghamton, New York, and Toronto, Canada.

                          *     *     *

[On Dec. 30, 2006, Prencen Lending agreed to waive certain defaults
arising under convertible secured notes relating to the payment of
accrued interest due Dec. 31, 2006, waive compliance with certain
financial covenants through the end of Ascendia's current fiscal
year, and to defer until June 30, 2007 the requirement to file a
registration statement with respect to shares of the Ascendia's
Common Stock issuable upon conversion of the Amended Note.  In
addition, the parties agreed to defer until Feb. 28, 2007 the date
for determining the number of shares of the Ascendia's Common Stock
that may be issued upon the exercise of the Series B Warrants held
by Prencen Lending, and the exercise price of such Series B Warrants.]


ATLANTIC BROADBAND: S&P Rates $525 Million Senior Facility at B
---------------------------------------------------------------
Standard & Poor's Ratings Services it assigned a 'B' bank loan
rating and a '3' recovery rating to Quincy, Massachusetts-based
Atlantic Broadband Finance LLC's proposed amended and restated
$525 million senior secured credit facility.

The '3' recovery rating indicates expectations for meaningful
(50%-80%) recovery of principal in the event of payment default.

At the same time, Standard & Poor's affirmed the existing ratings,
including the 'B' corporate credit rating, on Atlantic, a regional
cable provider.

The outlook is positive.

The new bank facility will consist of a $435 million term loan B
due 2012 and a $90 million revolving loan due 2010 and will
replace the existing $445 million bank facility, which included a
$30 million term loan A, a $325 million term loan B, and a $90
million revolving loan.  In addition, the new facility will loosen
the financial covenants.

"The rating affirmations reflect our view that while the expanded
bank borrowings will increase pro forma debt to EBITDA to 6.9x
from 6.2x, this modest impact on ratings is offset by improved
operating results in the past few quarters," said
Standard & Poor's credit analyst Naveen Sarma.

Atlantic will have total debt outstanding, pro forma for the
proposed amendment, of $619 million.  Proceeds will be used to
redeem a portion of existing preferred equity, refinance the
existing term loan A, and reduce borrowings under the existing
revolving credit facility.  Standard & Poor's will withdraw the
ratings on the existing bank facility when the transaction closes.

The ratings on Atlantic reflect a highly leveraged financial
profile, aggressive competition from the direct-to-home satellite
TV providers for video services and local telephone companies for
high speed data services, integration risks associated with the
November 2006 acquisition of G-Force's 21,000 subscribers in South
Carolina, cost disadvantages from small company size, and exposure
to the below-average growth potential of the Western Pennsylvania
cluster.  Tempering factors include the company's second-tier
markets, which provide some protection from the local telephone
companies aggressively deploying facilities-based video offerings
in the intermediate term, the company's position as the dominant
provider of pay-TV services in its markets, and growth potential
from high-speed data, digital video services, and cable telephony.


AUTOCAM CORP: Proposed $150 Mil. Senior Facilities Rated B by S&P
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Kentwood, Michigan-based Autocam Corp.

At the same time, Standard & Poor's assigned its 'B' senior
secured bank loan rating and '3' recovery rating to the company's
proposed $150 million of senior secured credit facilities.  The
debt rating and recovery rating indicate the likelihood of a
meaningful recovery of principal (50%-80%) in a default or
bankruptcy, based on an assessment of the company's enterprise
value.

The senior credit facilities consist of a $30 million
multicurrency revolving credit facility due 2012, a $37 million
equivalent Euro-denominated term loan due 2014, and an $83 million
U.S. term loan due 2014.  The borrowers are Autocam Corp. and
Autocam France SARL.

The new credit facilities represent one part of Autocam's proposed
capital restructuring. Proceeds from the credit facilities will be
used to refinance Autocam's existing first-lien senior secured
credit facility.  In addition, $85 million of new PIK preferred
equity, which Standard & Poor's views as equivalent to debt, will
be provided by Autocam's existing senior subordinated note
holders, and will be used to repay the company's existing
second-lien debt.

Also, $139 million of the senior subordinated notes will be
converted into common equity by the holders.  Pro forma total debt
outstanding at close of the transaction will be about
$136 million.

Although the recapitalization will improve Autocam's liquidity and
cash flow adequacy through the reduction of cash interest expense
and relaxed covenants, the company remains highly leveraged and
vulnerable to negative developments in the currently unstable
environment for automotive suppliers.  In addition, Autocam does
not expect to begin generating meaningful free cash flow until
mid-2008 following the completion of its restructuring activities
in France.


BAYVIEW APARTMENTS: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Bayview Apartments LLC
                c/o Michael B. Chavies, Receiver
                Akerman Senterfitt
                1 Southeast 3 Avenue, Suite 28th
                Miami, FL 33131

Case Number: 07-10963

Involuntary Petition Date: February 15, 2007

Chapter: 11

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Petitioners' Counsel: Rex E. Russo, Esq.
                      Russo + Kavulich, P.L.
                      2655 LeJeune Road PH 1D
                      Coral Gables, FL 33134
                      Tel: (305) 442-7393

   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
Diamonds Realty of               Sales Agent            $360,000
Miami Beach Inc.
c/o Nestor Mendoza
960 Arthur Godfrey Road
Suite 212
Miami Beach, FL 33140

Diamonds Properties, LLC         Condominium             $50,000
960 Arthur Godfrey Road          Developer
Suite 212
Miami Beach, FL 33140

Spotless Pool Service Inc.       Pool Remodeling         $48,200
c/o Hernan Prieto                Services
18838 Northwest 83 PL
Hialeah, FL 33015


BEAR STEARNS: Fitch Holds BB Rating on Class M-7 Certificates
-------------------------------------------------------------
Fitch has affirmed Bear Stearns Asset Backed Securities' mortgage
pass-through certificates and removed one from Rating Watch
Negative:

Series 2005-2:

   -- Class A affirmed at 'AAA';

   -- 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 affirmed at 'BBB';

   -- Class M-6 affirmed at 'BBB-'; and

   -- Class M-7 affirmed at 'BB', removed from Rating Watch
      Negative.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, all extended to sub-prime borrowers.  EMC
Mortgage Corporation by Fitch is the servicer.

The affirmations reflect a satisfactory relationship of credit
enhancement to future expected losses, and affect approximately
$164.07 million in outstanding certificates.

Since class M-7 was placed on Rating Watch Negative in July 2006,
monthly losses have declined.  The average monthly excess spread
over the past six months has been greater than monthly losses and
has allowed overcollateralization to grow.  Although the OC amount
has not yet reached its target, the class' CE percentage has
increased by approximately 56% since the last review.  As a
result, Fitch is removing this class from Rating Watch Negative.


BEN CASTON: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Ben Caston Construction, Inc.
        117 East County Line Road
        Springdale, AR 72764
        Tel: (479) 872-8000

Bankruptcy Case No.: 07-70434

Type of Business: The Debtor's owners, Benjamin Franklin Caston &
                  Lois Caston, filed for chapter 11 protection on
                  January 8, 2007 (Bankr. W.D. Ark. Case No.
                  07-70063).  The Debtor's affiliate, Heber Homes,
                  Inc., filed for chapter 11 protection on January
                  18, 2007 (Bankr. E.D. Ark. Case No. 07-10268).

Chapter 11 Petition Date: February 15, 2007

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  Bond Law Office
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Total Assets: $4,834,448

Total Debts:  $4,324,520

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


BEVERAGES & MORE: TowerBrook Deal Cues Moody's Junk Rating on Debt
------------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Beverages
& More, Inc., including a corporate family rating of B3 and a
senior secured notes rating of Caa1.

The rating outlook is stable.

Ratings assigned:

   * Corporate family rating at B3;
   * Probability-of-default rating at B3; and
   * $100 million senior secured notes at Caa1, LGD4, 62%.

The ratings take into account BevMo's agreement to be acquired by
TowerBrook Capital Partners, LP in a transaction valued at
approximately $205 million.

The acquisition will be financed with the proceeds of the proposed
$100 million secured senior notes along with $113 million of
unrated preferred stock being held by Towerbrook and management,
as well as a common equity contribution by TowerBrook and
management.  The transaction value represents a multiple of
roughly 9.7x reported EBITDA for the fiscal year ended
Jan. 28, 2007.

The B3 corporate family rating of BevMo reflects post-transaction
credit metrics that will be very weak, particularly the very high
leverage and limited levels of operating cash flow that are
expected to be generated over the next several years.  For
example, BevMo's debt/EBITDA -- incorporating Moody's standard
analytic adjustments -- would be approximately 8.2x.

Moody's adjustments for the proposed transaction include, among
others, the inclusion of approximately 50% of the new preferred
stock offering as debt obligation in accordance to Moody's rating
methodology for instruments of this type and profile.  The B3
rating is further restrained by the company's high seasonality,
its small scale with top line revenues for the latest twelve
months ended Dec. 30, 2006, of $374 million, its slim operating
margins which is below that of its retailing peers, and its
aggressive financial policies.

Moody's notes, however, that although the company participates in
a very fragmented and highly competitive alcoholic beverage retail
market, its ratings are supported by its strong and well
established position within the markets in which it competes.
BevMo is a leading alcoholic beverage superstore chain in the
Western United States and offers an extensive selection of premium
and exclusive alcoholic beverages to its customers, which provides
a meaningful competitive advantage over its competition.

"Although BevMo has created a solid operating model in California,
the LBO of this company is creating a significant amount of
leverage for a relatively small and concentrated business at a
time when it is pursuing a significant growth strategy" stated Ed
Henderson, Moody's Senior Analyst.

The stable outlook reflects Moody's expectation that the company
will continue to maintain solid comparable store sales performance
coupled with improved operating margins.  It also assumes that the
company will manage its growth in such a way that maintains its
leverage, liquidity, and financial flexibility at levels
acceptable to its ratings.  Given the magnitude of BevMo's
post-transaction leverage, an upgrade is unlikely in the
intermediate term.  Over the longer term, an upgrade would require
BevMo to maintain solid operating performance, and be able to
materially reduce leverage such that Debt/EBITDA can be sustained
below 6.5x with positive free cash flow.  Conversely, negative
rating pressure could develop if operating performance is weaker
than expected, cash flow coverage continues to be weak, or
liquidity erodes.

Beverage & More!, Inc., headquartered in Concord, California, is
engaged in the alcohol and beverage-lifestyle superstore retail
business in the Western United States.  The company operates 62
superstores, 35 in Northern California, 26 in Southern California
and one in Arizona.


BNS HOLDING: Proposes Plan to Deregister with the SEC
-----------------------------------------------------
The Board of Directors of BNS Holding Inc. has approved a plan,
for consideration and approval by its shareholders, to reduce the
number of shareholders of record to fewer than 300 and thus
terminate the company's obligation to file reports with the
Securities and Exchange Commission.  This would be accomplished
through a 1-for-200 reverse stock split of the company's
outstanding Class A Common Stock, followed immediately by a 200-
for-1 forward stock split.  The company anticipates that its stock
will continue to be quoted on the Pink Sheets.  Completion of the
transaction is subject to the fulfillment of all of the filing
requirements of the SEC.

The company intends to continue to provide shareholders with
annual audited financial statements and quarterly financial
information by making these documents available on a company
website.  These documents will not be as detailed or extensive as
the information the company was required to file with the SEC or
has provided to its shareholders in the past.

"There are a number of advantages to this transaction," said
President and CEO Michael Warren.  "Significant cost savings will
result each year from the elimination of these reporting
requirements.  The company will also avoid the substantial one-
time costs associated with initial Sarbanes-Oxley Section 404
compliance.  But as important as the direct cost savings, we
expect that the reduced administrative burden will allow our
management team to focus their attention on operating performance
and capitalizing on market opportunities."

In the Reverse/Forward Stock Split, shareholders holding less than
200 shares of Common Stock immediately before the transaction will
receive a cash payment equal to $13.62 per share for those pre-
split shares.  Shareholders holding 200 or more shares of common
stock immediately before the transaction will not receive cash
payment, but will continue to hold the same number of shares after
completion of the transaction.  "The effect is that the small lot
shareholders will be able to liquidate their holdings without
paying commissions," added Mr. Warren.  The company estimates that
approximately 2% of its outstanding shares will be redeemed as a
result of the Reverse/Forward Stock Split.

The Board of Directors engaged Capitalink, L.C. as advisors to
review the fairness of the transaction, and received from them an
opinion that the per share cash consideration to be paid in the
proposed Reverse/Forward Stock Split transaction is fair, from a
financial point of view, to the company's shareholders that would
be cashed out as a result of the Reverse/Forward Stock Split.

At its February 10 meeting, the Board of Directors also took steps
that would grant to the company a standing option to repurchase
any shares of common stock proposed to be transferred by a
shareholder after the Reverse/Forward Stock Split, if after such
proposed transfer the number of shareholders of record of the
common stock would equal or exceed 250.  "This is a measure to
ensure the company continues to stay well below the requirements
for filing reports with the Securities and Exchange Commission,"
Mr. Warren explained.

And finally, the Board of Directors approved amendments to the
company's Amended and Restated Certificate of Incorporation to
decrease the number of authorized shares of Common Stock from
30,000,000 to 5,000,000, and to eliminate the authorized shares of
Class B Common Stock, $.01 par value.

The proposed Reverse/Forward Stock Split, Right of First Refusal
and Authorized Share Reduction are subject to approval by the
holders of a majority of the issued and outstanding shares of
common stock.  Even if the shareholders approve the
Reverse/Forward Stock Split, Right of First Refusal and Authorized
Share Reduction, the Board of Directors reserves the right to
defer or not to implement the transactions.

                            About BNS

Headquartered in Middletown, Rhode Island, BNS Holding Inc. is
the parent of BNS Company.  BNS Co. was engaged in the Metrology
Business and in the design, manufacture and sale of precision
measuring tools and instruments and manual and computer controlled
measuring machines.  The company at present has no active trade or
business operations but is searching for a suitable business to
acquire.

Prior to Oct. 31, 2006, BNS Holding Inc. was a public shell
holding company, having sold all of its previous manufacturing
operations and assets.  On Oct. 31, 2006, the company acquired,
through a holding company, an 80% interest in Collins Industries,
Inc. -- http://www.collinsindustries.com/ Collins was founded in
1971 as a manufacturer of small school buses and ambulances.
Collins manufactures specialty vehicles and accessories for
various basic service niches of the transportation industry.  The
company also manufactures ambulances, terminal trucks and small
school buses and of sweepers used in the road construction
industry.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Ernst & Young LLP expressed substantial doubt about BNS Holding,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2005.
The auditing firm pointed to the fact that BNS Holding presently
has no active trade or business operations.


CAL-BAY INT'L: To Refinance Properties in Southern California
-------------------------------------------------------------
Cal-Bay International Inc. President and CEO Roger Pawson
disclosed that the company has made application for the
refinancing of two of the company's Southern California owned
development properties with a current combined appraised value of
approximately $19 million.

"The refinancing would enable the company to start the development
process on each of the properties and significantly reduce the
monthly note payments currently in place on the properties," Mr.
Pawson stated.  "The combined total owed by Cal-Bay on the two
properties is approximately $11.4M, a structured refinancing along
with an Interest Reserve and Construction allotment would allow
the company to move forward with the initial planning and
entitlement process for each property in early March 2007.

"Cal-Bay's strategy for 2005 and 2006 was to acquire properties
with significant equity appreciation at a discount to the market
value.  The company has successfully achieved these goals, and now
2007 is the company's target for the leverage of the equity built
for the purpose of development, revenues and profit for the
company and its Investors," Mr. Pawson added.

                    About Cal-Bay International

Headquartered in Carlsbad, California, Cal-Bay International Inc.
(OTCBB: CBAY) -- http://www.calbayinternational.com/-- is a
publicly traded real estate development and investment company.
Cal-bay International Inc. acquires, develops, and manages a
diversified portfolio of real estate properties.

                        Going Concern Doubt

Lawrence Scharfman CPA PC expressed substantial doubt about
Cal-Bay's ability to continue as a going concern after auditing
the company's financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditing firm pointed to the
company's need to secure additional working capital for its
planned activity and to service its debt.


CENTRAL PARKING: Earns $9.3 Mil. in 1st Fiscal Qtr. Ended Dec. 31
-----------------------------------------------------------------
Central Parking Corp. filed its first fiscal quarter financial
statements ended Dec. 31, 2006, with the Securities and Exchange
Commission on Feb. 9, 2007.

Net earnings, which include property-related gains and
discontinued operations for the first quarter of fiscal 2007, were
$9.3 million, compared with $18 million in the year earlier
period.

Total revenues for the first fiscal quarter were $281.7 million
compared with $272.5 million in the first quarter of fiscal 2006.
Excluding reimbursed management expenses, revenues in the first
quarter of fiscal 2007 were $160.8 million compared with
$160 million in the prior year period.

The company reported that operating earnings before property-
related gains for its first fiscal quarter ended Dec. 31, 2006,
increased to $15.4 million compared with $7.7 million earned in
the first quarter of the previous fiscal year.

Earnings from continuing operations, which include property-
related gains for the first quarter of fiscal 2007, totaled
$8.4 million compared with $16.4 million in the year-earlier
period.

Pre-tax property-related gains totaled $400,000 in the first
quarter of fiscal 2007 compared with $22.9 million in the first
quarter of last year.

"The on-going execution of our strategic plan continues to drive
improvements in operating results," President and Chief Executive
Officer Emanuel J. Eads said.

"The first quarter of fiscal 2007 marks the fourth consecutive
quarter we have recorded substantial, year-over-year gains in
operating earnings.

"Same store sales increases of 5.8% and reduced costs improved
margins in our leased and owned segment to 11.4%, compared with
8.7% in the first quarter of last year.

Management contract margins improved to 62% compared with 61.3% in
the first quarter of 2006 while general and administrative costs
decreased by $3.3 million, or 15.7%.

"We continue to make good progress in executing other aspects of
our strategic plan as well.  Our Operational Excellence
initiative, which is focused on increasing profits at the location
level, gained momentum during the quarter as we expanded the
program to Los Angeles and Washington, D.C., and initiated a
'jumpstart' program to introduce Operational Excellence concepts
company-wide.

"Our efforts to capitalize on the burgeoning downtown residential
market were rewarded with three new contracts: a long-term lease
to operate a 360 space garage serving the Millennium Center in
Chicago, management agreements to operate a 400 space garage at
1500 Locust in Philadelphia, and a 388 space garage in Wilmington,
Del.

"We also have had success across other market segments, as
evidenced by the award of a multiple facility contract by Oregon
Health & Science University in Portland, Ore.

"This contract, which became effective Oct. 1, 2006, includes a
garage, two surface lots, two valet operations, and a shuttle
operation.

"We also continue to add profitable, new business in our
international markets.  The most significant recent example is the
addition of a lease to operate a 900-space facility in Calgary,
Alberta.

"Our focus on the high-end hospitality market continues to yield
positive results as we signed leases to operate the Marriott San
Diego and the Hyatt La Jolla.

"We also signed a contract to manage Phoenix Plaza, one of the
largest office developments in Phoenix, Ariz.," Mr. Eads
concluded.

The company has made the determination that due to the strategic
review process it announced on Nov. 28, 2006, it will not hold a
conference call to discuss first quarter results.

At Dec. 31, 2006, the company had $789.03 million in total assets,
$373.48 million in total liabilities, and $415.55 million in total
shareholders' equity.

Full-text copies of the company's first quarter financials are
available for free at http://ResearchArchives.com/t/s?19e1

                       About Central Parking

Nashville, Tenn.-based Central Parking Corporation (NYSE: CPC) --
http://www.parking.com/-- owns, operates, and manages parking and
related services including surface and multi-level parking
facilities, design consultation, customer and employee shuttle
services, valet and special event parking, parking meter
enforcement, toll-road collections, and parking notice and
collection services.  As of Dec. 31, 2006, Central Parking
operates more than 3,100 parking facilities containing over
1.5 million spaces at locations in 37 states, the District of
Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of
Ireland, Chile, Colombia, Peru, Spain, Switzerland, and Greece.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2006,
Standard & Poor's Ratings Services placed its rating on Central
Parking Corp., including the B+ corporate credit rating, on
CreditWatch with negative implications.


CENVEO INC: S&P Rates Proposed $925 Million Senior Facility at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Cenveo Inc. and assigned its bank loan and
recovery ratings to subsidiary Cenveo Corp.'s proposed
$925 million senior secured credit facility.

The facility was rated 'B+' with a recovery rating of '2',
indicating the expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.  At the same time,
Standard & Poor's removed all ratings from CreditWatch.

The outlook is positive.

"The ratings affirmation and positive outlook reflect operating
improvements in 2006 at Cenveo, notwithstanding high levels of pro
forma leverage following the close of the acquisitions and our
expectation that Cenveo will pursue a strategy of debt financed
acquisitions over the intermediate term," said Standard & Poor's
credit analyst Emile Courtney.


COLLINS & AIKMAN: Solicitation Papers Must be Mailed by Feb. 20
---------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan directs that the First Amended
Joint Plan filed by Collins & Aikman Corp. and its debtor-
affiliates on Jan. 24, 2007, or its Court-approved summaries,
accompanying disclosure statement, and a ballot conforming to
Official Form 13 be mailed to creditors, equity holders and other
parties-in-interest, and be transmitted to the United States
Trustee, no later than Feb. 20, 2007.

The Court previously set April 9, 2007, as the deadline by which
holders must accept or reject the Plan, and the deadline to file
any objections to the Plan's confirmation.

The hearing to consider confirmation of the Plan is scheduled to
begin on April 19, 2007.

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Judge Rhodes fixed Jan. 26, 2007, as the record date for
determining:

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

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

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

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 JCI Parties' Customer Agreement Approved
----------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to approve
their agreement with Johnson Controls Inc., Bridgewater Interiors
LLC, Intertec Systems LLC, and affiliates of Johnson Controls,
pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure.

Additionally, the Debtors seek to file under seal the exhibits --
JCI Agreement and the Letter Agreements -- and any portions of
pleadings with respect to the JCI Agreement approval request
filed by any party that references the Exhibits, to prevent the
disclosure of confidential commercial information that could
substantially harm them, their estates and stakeholders, JCI, and
their Customers.

The Debtors successfully negotiated a comprehensive customer
agreement with their major customers, including DaimlerChrysler
Corp., Ford Motor Company, General Motors Corp., Auto Alliance
International Inc., and Honda of America Mfg. Inc.  The Court
approved the Customer Agreement on Jan. 11, 2007.

Section 21 of the Customer Agreement provides that the Debtors
will use their commercial best efforts to obtain agreements from
all customers whose production at a plastics and convertibles
plant is greater than 5% of the business, which are non-
participating customers to the Customer Agreement.

Specifically, Section 21 provides that the Debtor may not use
funding provided directly or indirectly by the Customers or
through the Customer accommodations to manufacture parts for Non-
Participating Customers who do not execute an agreement
containing specific accommodations.

The Debtors produce component parts for Non-Participating
Customers Johnson Controls, Inc.; Bridgewater Interiors, LLC;
Intertec Systems, LLC; and affiliates of Johnson Controls.

Consequently, the Debtors forwarded proposed letter agreements
that include the terms outlined in Section 21 and have reached a
comprehensive agreement with the JCI Parties.

The significant terms of the JCI Agreement include:

   (a) The JCI Parties agree to the terms contained in the letter
       agreements;

   (b) The JCI Parties to waive any damage claims against the
       Debtors arising from the JCI Agreement, including
       surcharges and waivers under the Letter Agreements.  The
       JCI Parties retain ordinary course set-offs and preserves
       their right as to the prepetition dispute between them and
       the Debtors;

   (c) The Debtors will continue to produce component parts for
       the JCI Parties through the dates provided in the JCI
       Agreement;

   (d) The Debtors will produce service parts requested by the
       JCI Parties subject to capacity and resource constraints
       and payment of all reasonable and verifiable direct and
       indirect service JCI part production costs;

   (e) The retroactive surcharge in the Letter Agreements for
       Nov. 26, 2006, through the end of business on Feb. 5,
       2007, will be paid by the JCI Parties in full, one
       business day after the execution date of the JCI
       Agreement;

   (f) The parties will endeavor to establish ownership of the
       service tooling, dies, jigs, patterns and other device
       used in the production of Component Parts for JCI; and to
       reconcile ownership of the Tooling and remove all
       impediments to JCI taking possession of the Tooling on or
       before the dates specified in the JCI Agreement.

   (g) The Debtors confirm that the Tooling is exclusively used
       for production for the JCI Parties.  The Debtors have
       until Feb. 16, 2007 to notify the JCI Parties, in writing,
       of any prepetition or postpetition amounts owed for the
       Exclusive Use Tooling.  The JCI Parties will be deemed to
       owe nothing if the Debtors fail to timely send the notice.
       The JCI Parties will have 21 days to challenge the amounts
       in the notice.  If the response is not timely sent, the
       JCI Parties will be deemed to owe the stated amounts,
       which will be due and payable immediately, without set-off
       or counterclaim of any nature;

   (h) The Debtors will provide the JCI Parties access to their
       facilities and records needed to conduct an orderly move
       of the Exclusive Use Tooling, monitor the status of bank
       builds and monitor the Debtors' adherence to the JCI
       Agreement; and

   (i) The JCI Parties have the right the purchase the Debtors'
       interest in certain equipment unique to and only for the
       production of their Component Parts or Service Parts, for
       fair market value.

The JCI Agreement also provides for the Debtors to seek
modification of the automatic stay to allow the JCI Parties to
take possession of the Exclusive Use Tooling.

The JCI Agreement does not resolve the pending dispute between
the Debtors and the JCI Parties concerning claims that existed
before the Petition Date.

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).


COMMODORE APPLIED: Committee Dismisses Tanner LLC as Accountants
----------------------------------------------------------------
The Audit Committee of Commodore Applied Technologies Inc.'s
Board of Directors approved dismissing Tanner LLC, the company's
independent registered public accounting firm, by a resolution of
the Committee.

During the audited fiscal years ended Dec. 31, 2005, and Dec. 31,
2004, and the subsequent interim periods through the dismissal
date, there were no disagreements with Tanner on any matter of
accounting principals or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Tanner, would have caused
Tanner to make reference to the subject matter of the disagreement
in its reports on the Registrant's financial statements for such
periods.

The firm conducted the company's audits as of and for the years
ended Dec. 31, 2005 and Dec. 31, 2004.  The firm's reports on
those audits did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except for the addition of
an explanatory paragraph expressing substantial doubt about the
Registrant's ability to continue as a going concern.

                      About Commodore Applied

Commodore Applied Technologies, Inc. -- http://www.commodore.com/
-- is a diverse technical solutions company focused on high-end
environmental markets.  The Commodore family of companies includes
subsidiaries Commodore Solution Technologies and Commodore
Advanced Sciences.  The Commodore companies provide technical
engineering services and patented remediation technologies
designed to treat hazardous waste from nuclear and chemical
sources.

                          *     *     *

On Sept. 30, 2006, Commodore Applied Technologies Inc.'s balance
sheet showed a stockholders' deficit of $11,113,000, compared to
a deficit of $9,864,000, on Dec. 31, 2005.


COPELANDS' ENTERPRISES: Files Joint Liquidation Plan in Delaware
----------------------------------------------------------------
Copelands' Enterprises Inc. and its Official Committee of
Unsecured Creditors delivered a disclosure statement describing
their Joint Chapter 11 Plan of Liquidation to the U.S. Bankruptcy
Court for the District of Delaware Monday, Feb. 12, 2007.

Under the Plan, the Debtor and the Committee propose to pay
Class 1 Other Priority Claims and Class 3 Other Secured Claims in
full.

Holders of Class 2 Subordinated Note Claims will receive 21% of
their allowed claim while holders of Class 4 General Unsecured
Claims will get 0.2% to 1.9%.

Holders of Equity Interests in the Debtor will not receive any
distributions under the Plan.

Distributions under the Plan will be sourced from the proceeds of
the store closing sales at eleven of the Debtor's store locations.

The winning bidder, a joint venture composed of TSA Stores, Inc.,
Hilco Merchant Resources LLC and Hilco Real Estate LLC, purchased
the subject properties for $21.7 million, predicated on an
aggregare cost value of the Debtor's inventory of $23 million.

Great American Group was the liquidator agent for the sale which
concluded early December 2006.

The Debtors' postpetition business operation was backed by a
$25,000,000 debtor-in-possession financing provided by Wells Fargo
Retail Finance LLC and a $5,000,000 mezzanine loan from Thomas and
James Copeland.  Both loans have been paid in full on Nov. 20,
2006.

Based in San Luis Obispo, California, Copelands' Enterprises Inc.
dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.  The company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones, & Weintraub LLP, in Los
Angeles, California, represent the Debtor.  Adam G. Landis, Esq.,
at Landis Rath & Cobb LLP represents the Official Committee of
Unsecured Creditors.  Clear Thinking Group serves as the Debtor's
financial advisor.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $50 million and
$100 million.


COPELANDS' ENTERPRISES: Disclosure Statement Slated for March 19
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing at 9:30 a.m. on March 19, 2007, to consider
approval of the disclosure statement describing the Chapter 11
Plan of Liquidation co-proposed by Copelands' Enterprises Inc.
and its Official Committee of Unsecured Creditors on Feb. 12,
2007.

The disclosure statement hearing will be held at Courtroom No. 4,
5th Floor, U.S. Bankruptcy Court for the District of Delaware, 824
Market Street, in Wilmington, Delaware.

Objections to the disclosure statement are due by March 12, 2007.

At the March 19 hearing, the Court will determine whether the
Debtor's disclosure statement contain adequate information -- the
right kind of the right amount for creditors to make informed
decisions when asked to vote for the Plan -- as required by
Section 1125 of the Bankruptcy Code.

Based in San Luis Obispo, California, Copelands' Enterprises Inc.
dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.  The company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones, & Weintraub LLP, in Los
Angeles, California, represent the Debtor.  Adam G. Landis, Esq.,
at Landis Rath & Cobb LLP represents the Official Committee of
Unsecured Creditors.  Clear Thinking Group serves as the Debtor's
financial advisor.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $50 million and
$100 million.


COPELANDS' ENTERPRISES: Admin. Expense Claims Due on March 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established March 22, 2007, at 5:00 p.m. EST, as the deadline for
filing of requests for payment of administrative expenses arising
in or during Copelands' Enterprises Inc.'s bankruptcy case through
and including Dec. 31, 2006.

The March 22 Deadline will not apply to:

   a) administrative expenses arising on or after Jan. 1, 2007;

   b) fees payable to the United States Trustee pursuant to
      28 U.S.C. Sec. 1930;

   c) administrative expenses of professionals held pursuant to
      Sections 327, 328, 330, 331, 503(b)(2) or 1103 of the
      Bankruptcy Code;

   d) expenses of members of the Official Committee of Unsecured
      Creditors;

   e) administrative expense requests that have previously been
      filed or for which any request for payment pursuant to
      Section 503(a) of the Bankruptcy Code is pending; and

   f) reclamation rights, which are currently being dealt with
      under the Court's order establishing procedures for
      resolving reclamation demands.

Administrative expense requests must be received on or before the
deadline by the claims agent at:

   a) if by regular mail

      Copelands' Enterprises Inc.
      c/o JPMorgan Trust Company N.A.
      P.O. Box 56636
      Jacksonville, FL 32241-6636

   b) if by overnight mail or hand delivery

      Copelands' Enterprises Inc.
      c/o JPMorgan Trust Company NA
      Suite 110
      8475 Western Way
      Jacksonville, FL 32256

Based in San Luis Obispo, California, Copelands' Enterprises Inc.
dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.  The company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones, & Weintraub LLP, in Los
Angeles, California, represent the Debtor.  Adam G. Landis, Esq.,
at Landis Rath & Cobb LLP represents the Official Committee of
Unsecured Creditors.  Clear Thinking Group serves as the Debtor's
financial advisor.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $50 million and
$100 million.


CORPSOURCE FINANCE: Moody's Junks Rating on Proposed $125MM Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$125 million senior unsecured term loan of Corpsource Finance
Holdings, LLC, a newly created holding company and indirect parent
of SOURCECORP, Incorporated.  Corpsource expects to use the net
proceeds from the term loan to fund a dividend to its
shareholders.

Concurrently, Moody's assigned a B2 Corporate Family Rating to
Corpsource and raised the ratings on SOURCECORP's first lien
credit facility to Ba2 from Ba3 and on its second lien term loan
facility to B3 from Caa1.  The raised ratings on SOURCECORP's
credit facilities reflect higher expected recovery rates for these
facilities in a default scenario.

The ratings outlook is stable.

The new financing and dividend will result in substantially higher
pro forma consolidated leverage and will position the company
weakly in the B2 ratings category based on key financial metrics.
SOURCECORP's pre-transaction credit metrics were solid for the B2
rating category, allowing room for the company to absorb the
increase in leverage associated with the holding company borrowing
and dividend.

However, any further deterioration in credit metrics could lead a
ratings downgrade.  The ratings will be constrained in the near
term by weak credit metrics and the aggressive leverage policies
of the company.  The ratings, however, continue to be supported by
solid business line and geographic diversity, moderate customer
concentration and stable financial performance.

Moody's assigned these ratings to Corpsource:

   -- $125 million senior unsecured term loan due 2013, Caa1,
      LGD5, 89%

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

Moody's took these rating actions on SOURCECORP:

   -- Raised $75 million senior secured first lien revolving
      credit facility due 2012, to Ba2 from Ba3, LGD2, 21% from
      LGD3, 31%

   -- Raised $190 million senior secured first lien term loan due
      2013, to Ba2 from Ba3, LGD2, 21% from LGD3, 31%

   -- Raised $120 million senior secured second lien term loan due
      2013, to B3 from Caa1, LGD4, 64% from LGD5, 84%

   -- Withdrew Corporate Family Rating, B2

   -- Withdrew Probability of Default Rating, B2

The B2 Corporate Family Rating and B2 Probability of Default
Rating of SOURCECORP were withdrawn and assigned to Corpsource,
the highest level parent company with rated debt.

The ratings are subject to the receipt of final documentation and
the 2006 audited financial statements of Corpsource.

The stable ratings outlook anticipates modest revenue growth and
margin expansion over the next 12-18 months.

SOURCECORP is a provider of business process outsourcing solutions
specializing in document and information management and
specialized knowledge- based processing and/or consulting
solutions.  Services are provided primarily to U.S.-based clients
in information intensive industries including the commercial,
financial services, government, healthcare and legal industries.
Revenues for fiscal 2006 are expected to be about $370 million.


CROWN CASTLE: Moody's Places Corporate Family Rating at Ba3
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family, Ba3
senior secured and SGL-1 liquidity ratings to Crown Castle
Operating Company.

The long term ratings reflect a Ba3 probability of default and LGD
assessment of LGD 3, 48% on the company's $850 million senior
secured bank facility.

The outlook is stable.

CCOC's Ba3 corporate family rating and stable outlook reflects
Moody's expectation that the fundamentals of the wireless tower
sector are likely to remain favorable through the next several
years and CCOC's good market position will enable its strong
earnings and cash flow momentum to continue.

Additionally, the rating considers the company's increased scale
following its recent acquisition of Global Signal Inc. as well as
the expected stability of much of its revenues, which are
predominately derived from contractual relationships with the
largest wireless operators in the U.S.

Finally, the rating reflects Moody's view that CCOC is likely to
retain an aggressive financial policy, directing cash flow to
shareholders via share buy backs and targeting adjusted leverage
towards 8x.

The SGL-1 liquidity rating reflects Moody's view that CCOC has
very good liquidity characterized by modest cash balances, full
access to its unused $250 million revolver and expected free cash
flow in excess of $250 million over the next year with no near
term debt amortization requirements.

Reinstatements:

   * Crown Castle Operating Company

      -- Speculative Grade Liquidity Rating, Reinstated to SGL-1
      -- ....Corporate Family Rating, Reinstated to Ba3

Outlook Actions:

   * Crown Castle Operating Company

      -- Outlook, Changed To Stable From Rating Withdrawn

Based in Houston, Crown Castle Operating Company  (NYSE:CCI) owns
and operates communication towers and is a subsidiary of Crown
Castle International Corp.


DAIMLERCHRYSLER: Finalizes Pact with Canadian Auto Workers
----------------------------------------------------------
The Canadian Auto Workers and DaimlerChrysler Canada Inc. has
finalized an agreement to mitigate the personal impact of the
company's workforce reduction plan.

The agreement creates retirement and separation incentives to help
reduce DaimlerChrysler's Canadian hourly workforce, as part of the
company's Recovery and Transformation plan.

The programs, full details of which will be relayed to employees
shortly, are specifically designed for the workforces at the
Windsor Assembly Plant, Brampton Assembly Plant, and Etobicoke
Casting Plant.

These retirement and separation incentives are intended to help
those who are eligible to retire or interested in leaving the
workforce to do so and at the same time provide job opportunities
for other workers.

The incentives negotiated, which follow the pattern established
earlier at Ford of Canada, include:

   -- $70,000 in enhanced retirement allowance for eligible
      production workers and $85,000 for eligible skilled trades
      workers;

   -- those eligible to retire also receive a $30,000 voucher
      toward the purchase of a Chrysler vehicle registered in
      either the employee's or their spouse's name;

   -- anyone eligible to retire who declines all post-retirement
      benefits (other than pension benefits) receives an
      additional $40,000;

   -- there will be Separation of Employment offers, for those not
      eligible to retire, of $50,000 with one to five years
      service; $75,000 with five to eight years service, and of
      $100,000 for workers with eight or more years of service.
      The total number of separation packages will be determined
      from location to location.

"These incentives are an effort on the part of the union and
company to protect the jobs of CAW members with young families and
at the same time will help with the transition for retirement
eligible workers," said CAW President Buzz Hargrove.

"The Chrysler Group's Recovery and Transformation Plan calls for
our Canadian operations to continue to operate at full capacity,
but to become more productive and thus more competitive," said Ken
McCarter, DaimlerChrysler Vice President, Labor Relations. "In
order to reduce our Canadian hourly workforce, DaimlerChrysler and
the CAW have agreed upon socially responsible separation
incentives.  With this agreement, we can support those who choose
to leave the company and lower the number of employees on layoff."

                       About DaimlerChrysler

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

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

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

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


DAIMLERCHRYSLER: Chrysler Group In Talks with General Motors
------------------------------------------------------------
DaimlerChrysler AG and General Motors Corp. are in talks about a
possible purchase of the Chrysler Group by GM, according to German
publication Manager Magazin.

According to various news agencies, DaimlerChrysler hired JPMorgan
for advice regarding strategic alternatives.

In a TCR report yesterday, DaimlerChrysler Chairman of the Board
of Management Dr. Dieter Zetsche said, "... in order to optimize
and accelerate the presented plan, we are looking into further
strategic options with partners ....  In this regard, we do not
exclude any option in order to find the best solution for both the
Chrysler Group and DaimlerChrysler."

GM and DaimlerChrysler AG's Chrysler Group are also in talks of an
alliance to share costs of chassis designs and reduce development
expenses for a large sport utility vehicle, Jeff Green and Jeff
Bennett of Bloomberg report citing people familiar with the talks.

GM and the Chrysler Group have been discussing the matter for six
months without reaching an agreement, the Wall Street Journal
notes.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                       About DaimlerChrysler

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

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

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

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


DANA CORP: Seeks Approval of Franklin Settlement Agreement
----------------------------------------------------------
Dana Corp. and its debtor-affiliates ask the Honorable Burton R.
Lifland of the U.S. Bankruptcy Court for the Southern District of
New York to approve their settlement agreement with Franklin
Fueling Systems Inc.

In November 2005, the Debtors, non-debtor Dana Nobel Plastiques,
SA, and Franklin Fueling Systems, Inc., entered into a supply
agreement, a bailment agreement, and an equipment sale agreement,
for the supply and manufacturing of in-ground flexible pipe
designed for petroleum fuel transfer.

The Debtors estimated that their ongoing business relations under
the Supply Agreement, if maintained, could generate as much as
$1,500,000 in annual net income during the remainder of the
Initial Term from sales of XP Pipe.

Franklin has alleged that the Debtors have defaulted under the
Supply Agreement on multiple occasions, including missing
multiple purchase order deadlines, failing to deliver the full
amount of XP Pipe ordered under various purchase orders and, in
many instances, delivering XP Pipe that does not meet required
specifications or otherwise is defective.

Franklin has issued numerous default notices to the Debtors
asserting the Alleged Defaults and has asked the Court to lift
the automatic stay to permit it to terminate the Pipe Agreements.

In response, the Debtors emphasized that their performance under
the Supply Agreement is legally sound and that the Alleged
Defaults are not material, incurable nor non-monetary.  They also
asserted that Franklin has not suffered material harm from any of
the Alleged Defaults and has been able to meet its customer
demand for XP Pipe.

In mid-November 2006, the parties were fully engaged in parallel
paths of litigation preparation and settlement discussions.  The
parties ultimately suspended all discovery and trial preparation
to spare them the costs and burdens of litigating the disputed
issues and to focus their resources on seeking a mutually
acceptable business resolution.

Accordingly, the Debtors, Dana Nobel and Franklin entered into a
settlement agreement, which provides that:

   (a) The Production Line of XP Pipe will be transferred to
       Franklin's facility in Madison, Wisconsin, from the
       Debtors' facility in Paris, Tennessee.  The Transfer will
       be made on an "as is, where is" basis.  Franklin will pay
       all costs associated with the Transfer.  The removal
       process is expected to be completed by May 1, 2007.

   (b) Franklin may approach and interview certain of the
       Debtors' employees at the Paris Facility for potential
       hiring to work at the Madison Facility and assist in the
       Production Line's operation.

   (c) The Debtors will provide technical assistance, through a
       Project Technical Consultant, to Franklin for free during
       the consulting period and for a fee for periods after the
       consulting period until all royalties are paid in full.

   (d) Franklin will purchase certain finished goods for
       $473,000, and the on-hand new and reusable raw materials
       for the production of the XP Pipe, which value is
       estimated at $1,650,000.

   (e) Franklin will pay the Debtors:

         -- a $250,000 success fee after a "Successful Start-Up"
            of the Production Line at the Madison Facility; and

         -- a $500,000 additional success fee if during the
            Production Success Period, the Production Line meets
            certain Target Production Standards.

   (f) Franklin will pay the Debtors royalties of up to
       $2,100,000 on the production of XP Pipe from the
       Production Line from and after its installation at the
       Madison Facility.

   (g) The Debtors will grant to Franklin an irrevocable,
       perpetual, royalty-free, non-exclusive right to use all of
       their Intellectual Property, Technology and Background IP.

   (h) The parties will exchange mutual releases of claims and
       liabilities arising under or related to the XP Pipe
       Agreements.  Franklin will retain its rights to assert
       certain warranty claims.

   (i) The Debtors' rights, benefits and obligations under the
       Supply Agreement will be freely assignable without
       Franklin's consent, to the successful purchaser of the
       Fluids Group Business.

   (j) Franklin will limit sales of extruded pipe to the
       petroleum equipment industry worldwide and explicitly
       agrees not to compete with Nobel with respect to the sale
       of extruded pipe in the vehicle component industry
       worldwide.  The Debtors will not sell or produce extruded
       pipe to or for the petroleum equipment industry worldwide.
       The Non-Compete Covenants will expire on October 31, 2013.

   (k) The XP Pipe Agreements will be terminated.

   (l) Franklin will withdraw its Lift Stay Motion with
       prejudice.

                          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. 31;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Trade Creditors Sell 35 Claims Totaling $4,624,406
-------------------------------------------------------------
In January 2007, the Clerk of the Bankruptcy Court for the
Southern District of New York recorded 35 claims transfers
totaling $4,624,406 in Dana Corp. and its debtor-affiliates'
Chapter 11 cases:

   (a) Contrarian Funds, LLC:

         Transferor                           Claim Amount
         ----------                           ------------
         TI Group Automotive Systems            $1,112,045
         BASF Corporation                          340,679
         Magna Donnelly Corporation                203,497
         New Standard Corporation                  180,798
         Fry Commuications, Inc.                   143,624
         New Standard Corporation                  105,583

   (b) Amroc Investments, LLC:

         Transferor                           Claim Amount
         ----------                           ------------
         MiniGears North America                  $316,249
         Port City Castings Corp.                  154,187
         Porter Precision                          116,699
         Triple O Electric                          53,351
         Gene Ray Electric Co., Inc.                37,730
         Mitch Murch's Maintenance                  30,296
         Woodley Building Maintenance               29,827
         Muskegon Castings Corporation              28,593
         Kasper Machine Company                     26,086
         Art Kuhn Co., Inc.                         20,482
         Dove Plastics, Inc.                        18,672
         Innovative Tooling Solutions               15,000

   (c) Longacre Master Fund, Ltd.:

         Transferor                           Claim Amount
         ----------                           ------------
         Penn Aluminum International              $240,776
         Indiana Tube Corporation                   20,328

   (d) 3V Capital Master Fund, Ltd.:

         Transferor                           Claim Amount
         ----------                           ------------
         Rapid Industries, Inc.                    $92,850
         Roc Lun International, Inc.                53,611
         Salazar Industries Corporation             39,147

   (e) Redrock Capital:

         Transferor                           Claim Amount
         ----------                           ------------
         International Precision                  $329,877
         Harrah Hose & Hydraulic, Inc.              19,485

The Court Clerk also recorded nine claims transfers to various
transferees:

   Transferor                  Transferee        Claim Amount
   ----------                  ----------        ------------
   Kaiser Aluminum Fabricated  Silver Point          $467,945
   American Materials, Inc.    JPMorgan               325,000
   A. Schulman, Inc.           Madison Investment      98,535
   Shaped Wire                 Debt Acquisition         1,743
   Laroy Plumbing and Heating  Debt Acquisition         1,711
   H&H Tool, Inc.              Hain Capital                 -
   Chipper Express Ltd.        Hain Capital                 -
   I2 Techonologies            Hain Capital                 -
   North American Plastics     Hain Capital                 -

                          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).


DEAL GOLF: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: Deal Golf LLC
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 07-11982

Chapter 11 Petition Date: February 13, 2007

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's 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: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Claim Amount
   ------                        ------------
Charles Ishay                      $5,000,000
3 Broad Street
New York, NY
Tel: (212) 629-5779


DEATH ROW: Court OKs Virgil Roberts as Business Affairs Consultant
------------------------------------------------------------------
The Honorable Ellen Carroll of the U.S. Bankruptcy Court for
the Central District of California in Los Angeles authorized
R. Todd Neilson, the Chapter 11 Trustee appointed in Death Row
Records Inc.'s bankruptcy case, to employ Virgil P. Roberts, Esq.,
as his business affairs consultant and legal advisor.

As reported in Troubled Company Reporter on Nov. 1, 2006, Mr.
Roberts is expected to:

     a) identify music-related assets owned by or under the
        control of the Debtor;

     b) assist the Trustee is valuing music-related assets owned
        or controlled by the Debtor;

     c) provide the Trustee with business affairs and related
        legal advice relating to the disposition, operation, or
        exploitation of music-related assets owned or controlled
        by the Debtor;

     d) analyze and renegotiate the Debtor's existing music-
        related agreements;

     e) assist the Trustee in evaluating the appropriateness of
        existing royalty;

     f) negotiate new agreements for the disposition, operation,
        or exploration of music-related assets owned or
        controlled by the Debtor; and

     g) providing other legal advice and assistance as the
        Trustee requests.

The Trustee agreed to compensate Mr. Roberts in an amount equal
to:

     i) his regular hourly billing rate of $450 per hour for
        services he perform on behalf of the estate; and

    ii) 5% of all gross income received by the Debtor
        resulting from his services in negotiating
        agreements on behalf of the Debtor.

Mr. Roberts assured the Court his firm is "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Roberts can be reached at:

     Virgil P. Roberts, Esq.
     Bobbitt & Roberts
     6100 Center Drive, Suite 910
     Los Angeles, CA 90045
     Tel: (310) 645-4100
     Fax: (310) 645-5900
     http://www.bobroblaw.com/

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq.,
at Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as Chapter 11 Trustee for the Debtors' estate.
When the Debtors filed for protection from their creditors,
they listed total assets of $1,500,000 and total debts of
$119,794,000.


DELPHI CORP: Posts $1.97 Bil. Net Loss in 3rd Qtr. Ended Sept. 30
-----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates reported its third quarter
financial results for the period ended Sept. 30, 2006:

     * Revenue of $6,000,000,000 in 2006 third quarter, down from
       $6,300,000,000 in 2005 third quarter.  Revenue of
       $20,000,000,000 for the first nine months of 2006, down
       slightly from the comparable period in 2005.

     * Non-GM revenue for the quarter of $3,400,000,000,
       essentially flat compared to 2005 third quarter revenue of
       $3,300,000,000, representing 57% of third quarter revenues.
       Third quarter non-GM growth was more than offset by a 12%
       year-over-year decline in GM revenues.  Non-GM revenue of
       $11,100,000,000 for the first nine months of 2006,
       representing 56% of total revenues.

     * Net loss of $1,973,000,000 compared with 2005 third quarter
       net loss of $788,000,000.  Included in the 2006 third
       quarter net loss are charges related to the U.S. employee
       special attrition programs of $1,000,000,000.  The net loss
       of $4,600,000,000 for the first nine months of 2006
       includes $2,900,000,000 of charges related to the
       U.S. employee special attrition programs.

     * Cash used in operations of $222,000,000 for the first nine
       months of 2006, compared with cash used in operations of
       $609,000,000 for the first nine months of 2005.

"While Delphi continues to experience substantial losses stemming
from competitive pressures in our U.S. operations, approximately
half of the third quarter loss was due to charges related to the
U.S. employee special attrition programs," Delphi Corp. Executive
Chairman Robert S. "Steve" Miller said.

"Currently, we remain focused on reaching a consensual agreement
with our stakeholders, unions and General Motors Corp. on a
comprehensive restructuring that will enable Delphi's core U.S.
operations to become competitive."

Effective July 1, 2006, Delphi realigned its business operations
to focus its product portfolio on core technologies for which
Delphi believes it has significant competitive and technological
advantages.  Delphi's revised operating structure consists of its
four core business segments -- Electronics and Safety, Thermal
Systems, Powertrain Systems, and Electrical/Electronic
Architecture -- as well as two additional segments, Steering and
Automotive Holdings Group, as these operations are transitioned.

Given this new operational structure, Delphi will begin reporting
its financial results along the company's six reporting segments,
which are grouped on the basis of similar product, market and
operating factors.  Previously, the company reported the financial
results of its three business sectors.  These reporting changes
are effective along with the filing of the third quarter 2006
10-Q.

                    Delphi Corporation, et al.
               Unaudited Consolidated Balance Sheet
                     As of September 30, 2006
                          (In Millions)

                              ASSETS

Current assets:
   Cash and cash equivalents                             $1,443
   Restricted cash                                          150
   Accounts receivable, net
      General Motors and affiliates                       2,564
      Other                                               2,997
   Inventories, net
      Productive material, work-in-process and supplies   1,566
      Finished goods                                        654
   Other current assets                                     478
                                                       --------
      TOTAL CURRENT ASSETS                                9,852

Long-term assets:
   Property, net                                          4,898
   Investment in affiliates                                 403
   Goodwill & other intangible assets, net                  425
   Pension intangible assets                                414
   Other                                                    699
                                                       --------
      TOTAL LONG-TERM ASSETS                              6,839
                                                       --------
TOTAL ASSETS                                            $16,691
                                                       ========

              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Notes payable                                         $3,102
   Accounts payable                                       2,761
   Accrued liabilities                                    2,430
                                                       --------
   TOTAL CURRENT LIABILITIES                              8,293

DIP financing & other long-term debt                        297
Employee benefit plan obligations and other                 350
Other                                                       958
Liabilities subject to compromise                        16,664
                                                       --------
   TOTAL LIABILITIES                                     26,562

Minority interest in consolidated subsidiaries              194
Stockholders' deficit:
   Common stock                                               6
   Additional paid-in capital                             2,764
   Accumulated deficit                                  (11,040)
   Minimum pension liability                             (1,835)
   Accumulated other comprehensive loss                      92
   Treasury stock, at cost (3.2 million shares)             (52)
                                                       --------
   TOTAL STOCKHOLDERS' DEFICIT                          (10,065)
                                                       --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             $16,691
                                                       ========

                    Delphi Corporation, et al.
          Unaudited Consolidated Statement of Operations
              Three Months Ended September 30, 2006
                          (In Millions)

Net sales:
   General Motors and affiliates                         $2,598
   Other customers                                        3,410
                                                       --------
Total net sales                                           6,008
                                                       --------
Operating expenses:
   Cost of sales                                          6,088
   U.S. employee special attrition program charges        1,043
   Selling, general and administrative                      392
   Depreciation and amortization                            272
                                                       --------
Total operating expenses                                  7,795
                                                       --------
Operating loss                                           (1,787)

Interest expense                                           (116)
Other income, net                                             8
                                                       --------
Loss before reorganization items, income taxes,
minority interest, equity income, & cumulative
effect of accounting change                             (1,895)
Reorganization items, net                                   (25)
                                                       --------
Loss before income taxes, minority interest, equity
income, & cumulative effect of accounting change        (1,920)
Income tax expense                                          (46)
                                                       --------
Loss before minority interest, equity income, &
  cumulative effect of accounting change                 (1,966)
Minority interest, net of tax                                (4)
Equity (loss) income                                         (3)
                                                       --------
Loss before cumulative effect of accounting change       (1,973)
Cumulative effect of accounting change                        -
                                                       --------
NET LOSS                                                ($1,973)
                                                       ========

                    Delphi Corporation, et al.
          Unaudited Consolidated Statement of Cash Flows
               Nine Months Ended September 30, 2006
                           (In Millions)

Cash flows from operating activities:
   Net loss                                             ($4,611)
   Adjustments to reconcile net loss
    to net cash provided by operating activities:
    Depreciation and amortization                           814
    Deffered income taxes                                    23
    Pension and other postretirement benefit expenses     1,189
    Equity income                                           (28)
    Reorganization items                                     58
    U.S. employee attrition program charges               2,948
   Changes in operating assets and liabilities:
    Accounts receivable, net                               (200)
    Inventories, net                                       (319)
    Other current assets                                    (86)
    Accounts payable                                        445
    Employee & product line obligations                       -
    Accrued & other long-term liabilities                   (70)
    Pension contributions & benefit payments               (219)
    Other postretirement benefit payments                  (182)
    Net payments for reorganization items                   (39)
    Other, net                                               55
                                                       --------
Net cash used in operating activities                      (222)

Cash flows from investing activities:
   Capital expenditures                                    (606)
   Proceeds from sale of property                            53
   Proceeds from sale of trade bank notes                   130
   Increase in restricted cash                             (110)
   Proceeds from divestitures                                24
   Other, net                                                (6)
                                                       --------
Net cash used in investing activities                      (515)

Cash flows from financing activities:
   Net proceeds from term loan facility                       -
   Repayments of borrowing under term loan facility           -
   Proceeds from revolving credit facility, net               2
   Repayments under cash overdraft                          (29)
   Net repayments under other debt agreements               (27)
   Dividend payments                                          -
   Other, net                                               (19)
                                                       --------
Net cash used in financing activities                       (73)
                                                       --------
Effect of exchange rate fluctuations
on cash & cash equivalents                                  32
Decrease in cash and cash equivalents                      (778)
Cash and cash equivalents at beginning of period          2,221
                                                       --------
Cash and cash equivalents at end of period               $1,443
                                                       ========

A full-text copy of Delphi's Form 10-Q report for the third
quarter ended Sep. 30, 2006, filed with the Securities and
Exchange Commission is available for free at
http://ResearchArchives.com/t/s?19ea

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Corporation Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA AIR: Comair Wants Approval on Loss Payment Agreement
----------------------------------------------------------
Comair Inc. seeks the U.S. Bankruptcy Court for the Southern
District of New York's authority to perform its obligations under
a Loss Payment Agreement dated Feb. 8, 2007, with:

   (a) Export Development Canada, solely as loan participant;

   (b) Wachovia Bank, National Association, solely as owner
       trustee;

   (c) Cranford Aircraft Commercial Leasing Corporation, as owner
       participant; and

   (d) Wells Fargo Bank Northwest, National Association, solely
       as indenture trustee.

Comair and Wachovia Bank are parties to a Lease Agreement dated
January 30, 2001, relating to Comair's use of a Bombardier Inc.
Canadair Regional Jet, Model CL-600-2B19, with Tail No. N431CA,
and related engines, equipment and documents.

Pursuant to a Trust Agreement, dated as of January 30, 2001,
Cranford is the beneficial owner of the trust that holds title to
the Aircraft.  On the other hand, Wachovia Bank, as the nominal
owner of the Aircraft, takes Cranford's direction with respect to
matters related to the Aircraft.

Wachovia's acquisition of the Aircraft was financed, in part,
through its issuance of loan certificates to Export Development.
The certificates are secured by Wachovia's assignment, mortgage
and pledge to Wells Fargo of, among other things, Wachovia's
right, title and interest in the Aircraft pursuant to the Trust
Indenture and Security Agreement, dated January 30, 2001.

On August 27, 2006, the Aircraft was destroyed in an accident in
Lexington, Kentucky.  Under the terms of the Lease, the
destruction of the Aircraft constitutes an event of loss as a
result of which certain amounts have become payable under the
Lease.

After arm's-length negotiation, Comair and the Aircraft Parties
have reached a settlement that resolves any and all claims of:

    -- the Aircraft Parties against Comair relating to insurance
       proceeds with respect to the Event of Loss, and with
       respect to the Stipulated Loss Value, the Reduced
       Outstanding Basic Rent Amount and the fees and expenses
       specified in the Loss Payment Agreement; and

    -- Cranford with respect to a tax indemnity agreement.

                    Loss Payment Agreement

The Loss Payment Agreement provides for the settlement of the
amounts due and payable under the Lease, the Participation
Agreement and other operative documents in connection with the
Event of Loss and the treatment and distribution of those amounts
to the Aircraft Parties.

The salient terms of the Loss Payment Agreement are:

   (a) Comair and the Aircraft Parties will amend the Operative
       Documents in order to reduce the amounts of Basic Rent"
       outstanding under the Lease to the amounts as agreed by
       the parties;

   (b) For purposes of determining the "Stipulated Loss Value"
       payable under the applicable Operative Documents as a
       result of the Event of Loss, the "Loss Payment Date" will
       be February 30, 2007;

   (c) The insurance proceeds that Comair will receive with
       respect to the Event of Loss will be applied in accordance
       with the terms of the Loss Payment Agreement.  Comair has
       agreed to endorse over to the Wells Fargo any check
       received from the insurer containing the Insurance
       Proceeds;

   (d) On the Payment Date, Comair will pay the Insurance
       Proceeds to Wells Fargo and will make an additional cash
       payment, if applicable, in immediately available funds
       equal to the difference of:

         * the sum of the aggregate Reduced Outstanding Basic
           Rent Amounts, the Stipulated Loss Value as of the Loss
           Payment Date, the fees and expenses of Wells Fargo and
           Wachovia Bank, each as the parties agreed, the fees
           and expenses of the Cranford and Export Development
           incurred in connection with reviewing the Loss Payment
           Agreement and any related documents; and

         * the amount of the Insurance Proceeds.

   (e) The Aircraft Payment will be paid to Wells Fargo and will
       be promptly distributed in the order of priority and to
       the parties set forth in the applicable provisions of the
       Indenture and the Trust Agreement.  Export Development
       will not be entitled to distribution of any amount of the
       Aircraft Payment in respect of:

         * the Interest Reduction Amount;

         * overdue interest on principal or interest under the
           Certificates; or

         * its fees and expenses in excess of the amount set
           forth in the Loss Payment Agreement.

   (f) Upon the payment of the Aircraft Payment to Wells Fargo:

         * any claims of the Aircraft Parties against Comair
           relating to insurance proceeds with respect to the
           Event of Loss, and with respect to the Stipulated Loss
           Value, the Reduced Outstanding Basic Rent Amount and
           the fees and expenses specified the Loss Payment
           Agreement, will be deemed satisfied in full;

         * Comair will not be required to make any payments with
           respect to the Tax Indemnity Agreement, and Cranford
           will be deemed to have irrevocably waived any and all
           claims under or with respect to the Tax Indemnity
           Agreement;

         * all remaining claims with respect to the Aircraft and
           the Operative Documents will be general unsecured
           non-priority prepetition claims against Comair's
           estate and will not be payable as administrative
           expenses of the estate; and

         * Comair will be deemed to reject each of the Operative
           Documents to which it is a party.

                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DOMINO'S PIZZA: Subsidiary Inks Interest Rate Swap Agreement
------------------------------------------------------------
Domino's Inc., a Domino's Pizza Inc. subsidiary, disclosed that on
Feb. 12, 2007, it entered into a five-year forward-starting
interest rate swap agreement with a notional amount of $1.25
billion to hedge the interest rate variability of the coupon
payments associated with the anticipated issuance of up to $1.85
billion of securitized debt in connection with the
recapitalization plan that was disclosed by Domino's Pizza Inc. on
Feb. 7, 2007.

Under the swap agreement, the company has agreed to pay a fixed
interest rate of approximately 5.16%, beginning on March 31, 2008,
through March 31, 2013, in exchange for receiving floating
payments based on three-month LIBOR on the same $1.25 billion
notional amount for the same five-year period.  The swap agreement
is expected to be cash settled, in accordance with its terms,
concurrent with the issuance date of the securitized debt.

                       Recapitalization Plan

Domino's Pizza disclosed both equity and debt tender offers as
part of an overall plan to recapitalize the company.  The plan
consists of four key elements:

   1) Tender offer for up to 13.85 million shares of Domino's
      Pizza, Inc. common stock at a purchase price not less than
      $27.50 or greater than $30.00 per share providing a
      liquidity event for shareholders electing to reduce their
      level of ownership under the newly proposed capital
      structure.

   2) Tender offer for all of the remaining 8-1/4% Senior
      Subordinated Notes due 2011 issued by Domino's, Inc. The
      aggregate outstanding principal amount of the notes is
      approximately $274 million.

   3) Repayment of all outstanding borrowings under the existing
      senior credit facility and the termination of that facility.

   4) An asset-backed securitized facility in an amount of up to
      $1.85 billion.

The process to convert to securitized financing from traditional
bank and bond financing is complex and the outcome cannot be
predicted with exact certainty.  The company anticipates obtaining
the funds needed to finance the tender offers and to repay
existing bank debt from a bridge loan facility (for which it has
received a customary commitment) providing for borrowings of up to
$1.35 billion.  In the event an ABS facility is not completed, the
bridge loan facility will convert into a five-year term loan,
which may, subject to market terms and conditions, be refinanced
through traditional financing options.

In comparison to the company's current bank and bond debt
structure, or other debt options, management believes an ABS
facility is an attractive source of financing with a lower
interest rate and fewer restrictive covenants.  After repayment of
all outstanding amounts under the bridge loan facility, Domino's
Pizza expects to use all or a portion of remaining proceeds from
the ABS facility to pay a significant special cash dividend and to
make equivalent payments and adjustments to holders of outstanding
stock options.  Domino's Pizza has retained Lehman Brothers as
structuring advisor for the securitization financing.

"Based on the strong cash flow characteristics of our business,
the appropriate corporate finance decision for our company is one
that includes significant leverage," David A. Brandon, Chairman
and CEO, said.  "The most efficient and flexible debt we can
negotiate is asset-backed securitization, which provides the
lowest cost of financing available to us.  With this additional
capital, we will have a considerable amount of financial
flexibility and the ability to return equity to our shareholders
through our announced tender offer as well as the possibility of a
significant special cash dividend and future open-market share
repurchases.

"As part of this plan, we are tendering for up to 22% of our
outstanding common stock in order to provide a selling opportunity
for those shareholders who prefer a less-levered balance sheet.
Alternatively, shareholders who don't participate may increase
their percentage ownership and will benefit from any potential
future special dividends.  As part of this go- forward plan, we
will be recommending to our Board of Directors the discontinuation
of our ordinary dividend."

                       Stock Tender Offer

Domino's Pizza has announced a modified "Dutch auction" tender
offer to purchase up to 13.85 million shares of its common stock
at a price per share not less than $27.50 and not greater than
$30.00, for a maximum aggregate purchase price of up to
approximately $415.5 million.  The company commenced the stock
tender offer on Feb. 7, 2007, and expects the stock tender offer
to expire at 5:00 p.m. on March 9, 2007, unless extended.  The
number of shares proposed to be purchased in the stock tender
offer represents approximately 22% percent of the company's
currently outstanding common stock.

The directors and executive officers of the company have all
advised Domino's Pizza that they will not participate in this
tender offer.  Investment funds associated with Bain Capital, LLC
(who currently own approximately 27% of Domino's Pizza's
outstanding shares) have elected not to participate in the stock
tender offer.  However, the company has entered into a repurchase
agreement with Bain that provides for Domino's Pizza to purchase
shares from the investment funds associated with Bain shortly
after the completion of the stock tender offer so that the
aggregate ownership of Bain's investment funds will not exceed 1/3
of Domino's Pizza's total outstanding shares immediately after the
repurchase.  This obligation to repurchase shares from Bain will
be triggered if the shares tendered in the stock tender offer
exceed approximately 11.6 million shares.  If the stock tender
offer is fully subscribed, then Domino's Pizza will purchase
approximately 1.1 million shares from Bain at the same price as is
paid in the stock tender offer.

The company expects to return a significant amount of the
remaining capital raised by this recapitalization to shareholders
in the form of a significant special cash dividend.  Any special
dividend considerations are expected to occur only after the
completion of the ABS funding facility, which will be dependent on
conditions of the company and market at that time.  In this event,
the company will, pursuant to its dividend equivalent rights
policy, pay option holders with vested options a cash payment
equivalent to the dividend amount.  Holders of unvested options
will receive a reduction in exercise price, to the extent
permitted by applicable law, equivalent to the dividend amount.

The information agent for the stock tender offer is MacKenzie
Partners, Inc.  The depositary for the offer is American Stock
Transfer and Trust Company.  The dealer managers for the stock
tender offer are JP Morgan Securities Inc., Lehman Brothers and
Merrill Lynch & Co.

Shareholders with questions, or who would like to receive
additional copies of the tender offer documents, may call the
information agent toll-free at (800) 322-2885.

                        Bond Tender Offer

Domino's, Inc. is offering to purchase for cash any and all of its
8-1/4% Senior Subordinated Notes due 2011 and is soliciting
consents to amend provisions of the notes and the indenture dated
as of June 25, 2003 in order to eliminate the restrictive
covenants currently contained in the notes and the indenture.  The
Consent Payment Deadline is 5:00 p.m., New York City time, on Feb.
23, 2007, unless extended, and the bond tender offer expires at
12:01 a.m., New York City time, on March 9, 2007, unless extended
or earlier terminated.  If the company extends either of these
dates and times, it will announce the new dates and times.

The price offered for the notes will be calculated on Feb. 23,
2007, using a yield equal to a fixed spread plus the yield to
maturity of a U.S. Treasury note with a maturity date that is
close to July 1, 2007, the first date on which the Company may
redeem the notes.  The fixed spread and the reference U.S.
Treasury note Domino's is using are specified in the chart.

In addition, holders will be paid accrued interest on the tendered
notes to, but not including, the settlement date of the bond
tender offer.

   Series of     Outstanding   Redemption   Redemption   Reference   Fixed
   Securities    Principal     Date         Price on     U.S.        Spread
                 Amount                     Redemption   Treasury    (in
basis
                                            Date         Note        points)
   ----------    ------        ----         ----         ----        -------
   Domino's,     $273.9MM      July 1,      104.125%     3.875%      + 50
   Inc. 8-1/4%                 2007                      U.S.
   Sr. Sub.                                              Treasury
   Notes due                                             Note due
   2011                                                  July 31,
                                                         2007

The information agent for the bond tender offer is Global
Bondholder Services Corporation.  The depositary for the bond
tender offer is The Bank of New York.  The dealer managers for the
bond tender offer are JP Morgan Securities Inc., Lehman Brothers
and Merrill Lynch & Co. Bondholders with questions or who would
like additional copies of the bond tender offer documents may call
the information agent toll-free at (866) 804-2200.

                      Bridge Loan Facility

The company has obtained a commitment from Lehman Brothers,
JPMorgan and Merrill Lynch, to enter into a bridge loan facility
in order to provide financing for the tender offers and proceeds
to repay its existing bank debt.  The bridge loan facility will
provide financing during the interim period between closing of the
tender offers and the expected completion of the ABS facility.
Borrowings under the bridge loan facility are expected to
be made shortly before the expiration of the bond tender offer, in
an amount sufficient to pay for tendered bonds, and shortly before
settlement of the stock tender offer, in an amount sufficient to
pay for tendered shares.  The bridge facility will be structured
to permit multiple draws in order to provide Domino's Pizza with
maximum flexibility in timing the company's borrowings under the
bridge loan facility.

                          ABS Facility

Domino's Pizza is in the process of negotiating the terms of an
ABS issuance that it expects will involve securitizing
substantially all of the company's existing revenue-generating
assets, which principally consist of the company's franchise-
related agreements, product distribution agreements and license
agreements for its intellectual property.  Domino's Pizza has
engaged Lehman Brothers as the sole structuring advisor and joint
bookrunner for the ABS facility.  JP Morgan Securities Inc. and
Merrill Lynch & Co. will also act as joint bookrunners.  The
company is currently targeting the first half of 2007 for
completion of the ABS facility.  However, no assurance can be
given that the company will be able to successfully complete an
ABS facility on these terms or at all.

Once the securitization is completed, Domino's Pizza may use the
remaining funds for general corporate purposes, including the
contemplated significant special dividend.  The company may also
determine in the future to implement an open-market share
repurchase program.

                      About Domino's Pizza

Headquartered in Ann Arbor, Michigan, Domino's Pizza Inc.
(NYSE:DPZ) -- http://www.dominos.com/-- through its primarily
franchised system, operates a network of 8,190 franchised and
company-owned stores in the United States and more than 50
countries.  Founded in 1960, the company has more than 500 stores
in Mexico.  The Domino's Pizza(R) brand, named a Megabrand by
Advertising Age magazine, had global retail sales of nearly
$5 billion in 2005, comprised of $3.3 billion domestically and
$1.7 billion internationally.

As of Sept. 10, 2006, Domino's Pizza's balance sheet showed a
$592,435,000 stockholders' deficit compared with a $609,112,000 at
June 18, 2006.


DUNNAIR BUSINESS: Discontinues Luxury Jet Furnishing Operations
---------------------------------------------------------------
The DunnAir Business Jet Completion Center, a luxury jet
furnishing company, finally went out of business last month,
Steven Siceloff of the Arizona Daily Star reports.

According to the source, the company rented a hangar at the Tucson
International Airport, a property occupied by Bombardier Inc.
before it moved its own jet furnishing operations to Kansas, and
Montreal, Canada, during 2004.  DunnAir had wanted to tap around
600 employees that Bombardier laid-off during its transfer, the
Daily Star relates.

The company hired, at most, 55 employees, and laid-off 40 of them
last year, the Daily Star said.

                        Why It Folded Up

In an interview with the Daily Star, Jim Garcia, senior director
of business development for the Tucson Airport Authority,
explained that DunnAir discontinued its business because it did
not have an "established customer base".

Tim Kanavel, a former human resource director and operations
manager for DunnAir also stated in an interview with the Daily
Star that the company leased the hangar from Bombardier for
$108,000 a month, or $1.3 million a year.  Bombardier, in turn,
pays $285,000 a month to TIA for use of their land.

The company however, did not fully utilize all of the space
afforded by the hangar.  Kanavel said that the lease payment was a
heavy burden to the company.

"We were paying twice as much for half as much," Kanavel said.

Kanavel also noted that the investors funding the company "seemed
to lose interest" in the company's operations.  DunnAir currently
has unsecured debt of up to $8 million borrowed from Walnut Creek,
California-based Lighthorse Investors.

"Did I think that was excessive? Yes," Kanavel told the Daily
Star.  "It looked like it was a funding issue that wrecked the
whole train," he commented. "If the money's not there, you simply
can't continue."

                   Searching for New Tenants

Authorities at the Tucson airport have already conducted a
research on tenants who are likely to use the property.

Garcia disclosed with the Daily Star that they would consider
prospective tenants that have been operating for at least 10
years, and are concentrating on aircraft maintenance and repair
work.  Garcia reasons that the demand for aircraft repair and
maintenance services is relatively consistent compared to services
for business aircraft furnishing.

However, Bombardier will still have the final say on who should
lease the property and how much of the hangar it will lease,
Garcia told the Daily Star.

Dale Dunn, president of DunnAir, could not be reached for
comments.

                     About DunnAir Business

Previously based in Tucson, Arizona, DunnAir Business Jet
Completion Center used to lease an airport hangar from Bombardier,
Inc. at the Tucson International Airport.  The Debtor operated a
luxury jet furnishing business.  The company filed for chapter 11
protection on February 14, 2007 (Bankr. D. Ariz. Case No. 07-
00215).  Eric Slocum Sparks, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $10,000 to $100,000 in total assets and
$1 Million to $100 Million in total liabilities.


DUNNAIR BUSINESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dunnair Business Jet Completion Center
        c/o Dale Dunn
        7739 Broadway Boulevard, Suite 412
        Tucson, AZ 85710

Bankruptcy Case No.: 07-00215

Type of Business: The Debtor used to lease an upgraded airport
                  hangar from Bombardier Inc. in Tucson
                  International Airport to operate its luxury jet
                  furnishing business.

Chapter 11 Petition Date: February 14, 2007

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks, P.C.
                  110 South Church Avenue, Suite 2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Lighthorse Investors               Unsecured Loans     $8,000,000
1600 Main Street
Walnut Creek, CA 94596

Internal Revenue Service           Taxes                 $200,000
210 East Earll
Phoenix, AZ 85012

Bombardier Learjet Inc.            Trade Debt            $129,559
P.O. Box 7707
Wichita, KS 67277

Learjet Inc. Hangar Lease          Facility Lease        $112,280
1255 East Aero Park Boulevard
Tucson, AZ 85706

Accordia of California             Insurance             $159,442
Insurance Service, Inc.
P.O. Box 39000
Department 33385-01
San Francisco, CA 94139

Isaacson Rosenbaum                 Trade Debt             $66,527

Wells Fargo Visa                   Trade Debt             $55,173

Trajen FBO Network                 Trade Debt             $32,957

Trajen FBO, Inc.                                          $32,957

Central Alarm Security Inc.        Trade Debt             $20,470

Bob Snodgrass                      Trade Debt             $19,227

American Express                   Trade Debt             $18,258

Kazel Fire Protection, Inc.        Trade Debt             $12,815

Reynolds Air Express               Trade Debt             $11,965

Rental Service Corp.                                      $11,945

Arizona Dept. of Revenue           Taxes                  $10,000

Commonwealth Electric Co.          Trade Debt              $9,286

Tucson Electric Power              Trade Debt              $9,043

Atlantis Cooling & Heating Inc.    Trade Debt              $7,792

AICCO, Inc.                        Insurance               $7,231


EAGLE BROADBAND: AMEX Rejects Plan of Compliance
------------------------------------------------
Eagle Broadband Inc. reported Tuesday that it received notice from
the American Stock Exchange indicating that the staff of the Amex
Listing Qualifications Department has determined not to accept the
company's plan to regain compliance with the Amex stockholders'
equity requirement for continued listing, as set forth in Sections
1003(a)(i)-(iii) of the Amex Company Guide.

The notice indicated that the company's common stock would be
subject to delisting unless the company requests a hearing before
a Listing Qualifications Panel.

The company has requested such a hearing, which will stay the
delisting action until the company has had an opportunity to
present its plan to evidence compliance with all applicable
listing requirements to the Panel.  There can, however, be no
assurance that the Panel will grant the company's request for
continued listing.

"We look forward to meeting with the panel and presenting our
updated plan," said Dave Micek, president and CEO of Eagle
Broadband.

Headquartered in League City, Texas, Eagle Broadband Inc.
(AMEX:EAG) -- http://www.eaglebroadband.com/-- provides bundled
digital services, satellite communications products, project
management, and enterprise management products and services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 27, 2006,
LBB & Associates Ltd. LLP in Houston, Texas, raised substantial
doubt about Eagle Broadband Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended Aug. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative working capital, losses in 2005
and 2006, and need for additional financing necessary to support
its working capital requirements.


EAGLE BROADBAND: Closes $1.3 Million Promissory Note Transaction
----------------------------------------------------------------
Officials with Eagle Broadband Inc. closed a $1.3 million
promissory note transaction with Dutchess Private Equities Fund,
Ltd., for a purchase price of $1 million.  In addition, Eagle
recently secured a $5 million equity line of credit from Brittany
Capital Management Limited.

"We are exceptionally pleased to have secured additional financing
from Dutchess," Dave Micek, chief executive officer of Eagle
Broadband, commented.  "In the last year, they have provided Eagle
with financing through a convertible note, a $5 million equity
line of credit and a $5.5 million promissory note.  With our super
headend complete and running in Miami, this additional investment
and confidence Dutchess has placed in us will help us implement
our IPTV strategy and provide the necessary funding for production
of set-top boxes and SatMAX(R) units.  As with the promissory note
last year, this note is not convertible, minimizing the impact on
our shareholders."

Under terms of the agreement with Brittany Capital, Eagle will
have a right to periodically put common shares to Brittany Capital
and receive cash at a 7% discount to the market price calculated
over a five-trading-day period.  While the agreement commits
Brittany Capital to purchase up to $5 million over the three-year
term, the maximum aggregate number of common shares issuable to
Brittany Capital will not exceed 4,200,000, unless the Company
seeks and obtains shareholder approval in accordance with rules
and requirements of the American Stock Exchange.

Headquartered in League City, Texas, Eagle Broadband Inc.
(AMEX:EAG) -- http://www.eaglebroadband.com/-- provides bundled
digital services, satellite communications products, project
management, and enterprise management products and services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 27, 2006,
LBB & Associates Ltd. LLP in Houston, Texas, raised substantial
doubt about Eagle Broadband Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended Aug. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative working capital, losses in 2005
and 2006, and need for additional financing necessary to support
its working capital requirements.


EDDIE BAUER: S&P Says Ratings Still Remain on Negative CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services reported that its ratings,
including the 'B' corporate credit rating, on specialty apparel
retailer Eddie Bauer Holdings Inc., are still on CreditWatch
with negative implications.

This follows the Redmond, Washington-based company's report that
shareholders rejected the proposed sale to Sun Capital Partners
and Golden Gate Capital for $285 million.  The day after the
shareholder vote, Fabian Mansson, the CEO and president, resigned.
Standard & Poor's believes considerable uncertainty remains for
the company because of operating performance being lower than
expected, the CEO vacancy, its highly leveraged capital structure,
and covenant compliance issues.

"Although operations apparently trended up in the fourth quarter
of 2006," said Standard & Poor's credit analyst David Kuntz, "we
believe that the year as a whole was below our expectations."

Furthermore, Standard & Poor's  estimate that debt leverage
continued to worsen.


FIRST HORIZON: Fitch Holds Low-B Ratings on 3 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings affirms First Horizon Home Loan Mortgage Trust's
issues:

Series 2005-9:

   -- Class A at 'AAA';
   -- Class B1 at 'AA+';
   -- Class B2 at 'AA+';
   -- Class B3 at 'AA+';
   -- Class B4 at 'AA+';
   -- Class B5 at 'AA';
   -- Class B6 at 'AA-';
   -- Class B7 at 'A+';
   -- Class B8 at 'A';
   -- Class B9 at 'A-';
   -- Class B10 at 'BBB-'; and
   -- Class B11 at 'BB'.

Series 2005-14:

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

Series 2005-15:

   -- Class A at 'AAA';
   -- Class B1 at 'AA+';
   -- Class B2 at 'AA+';
   -- Class B3 at 'AA';
   -- Class B4 at 'AA';
   -- Class B5 at 'A+';
   -- Class B6 at 'A';
   -- Class B7 at 'A-';
   -- Class B8 at 'BBB+';
   -- Class B9 at 'BBB'; and
   -- Class B10 at 'BBB-'.

Series 2005-16:

-- Class A at 'AAA';
-- Class B1 at 'AA+';
-- Class B2 at 'AA';
-- Class B3 at 'AA-';
-- Class B4 at 'A+';
-- Class B5 at 'A';
-- Class B6 at 'A-';
-- Class B7 at 'BBB+';
-- Class B8 at 'BBB';
-- Class B9 at 'BBB-'; and
-- Class B10 at 'BB';

The mortgage loans are adjustable-rate mortgages with the
potential to negatively amortize, commonly known as Option ARMs,
and are extended to prime borrowers and are secured by first liens
on one- to four-family residential properties.  The Option ARM
borrowers have four payment options: interest only, minimum
monthly payment, principal and interest payment based on a 15-year
amortization schedule, and principal and interest payment based on
a 30-year amortization schedule.  The loans may negatively
amortize if the borrower chooses to make the MMP.

As of the January 2007 distribution date, the transactions are
seasoned from a range of 14 to 17 months and the pool factors
range from approximately 53% to 77%.  The servicer for all
transactions include Washington Mutual Bank, Countrywide Home Loan
Servicing, GMAC Mortgage Corporation, Washington Mutual Bank, and
Wells Fargo Bank, N.A. as master servicer.

The affirmations reflect stable relationships of credit
enhancement to future loss expectations and affect approximately
$3.865 billion of outstanding certificates.  All classes in the
transactions detailed above have experienced small to moderate
growth in CE since closing, and there have been no collateral
losses to date.


FRONTIER FUNDING: Moody's Lowers Rating on Class B Certs. to Ba3
----------------------------------------------------------------
Moody's Investors Service downgrades the ratings of four classes
of notes issued in three small ticket equipment securitizations
sponsored by Frontier Leasing Corp. and confirms three classes at
their current ratings.

The notes were placed on review for possible downgrade on
Oct. 20, 2006 and the current action concludes the review of the
securitizations.

The review was prompted by improper advances made by a Frontier
subservicer.  The write-off of the affected leases caused an
increase in defaults and a decline in credit enhancement in the
deals.  In the 2004-1 securitization, the Class B notes were
partially written down and the Class C notes were written down to
a zero balance.  Based on the information available at this time,
Moody's believed the other two securitizations had sufficient
available credit enhancement to prevent a write-down of the
subordinate tranches.

Moody's expects that the trusts will still receive significant
recoveries on the written-off contracts in the future.

In addition, the priority of principal payments has changed from
pro rata to sequential; future recoveries will also be applied
sequentially to the classes of notes.

The receivables previously serviced by the subservicer are now
serviced by Frontier pursuant to the subservicer event of default
provisions.

These are the rating actions:

   * Frontier Equipment Receivables Trust 2002-1

      -- Class A Receivables-Backed Certificates, rating confirmed
         at A1

      -- Class B Receivables-Backed Certificates, rating confirmed
         at Baa3

      -- Class C Receivables-Backed Certificates, downgraded to B1
         from Ba3

Issuer: Frontier Equipment Receivables Trust 2004-1

      -- Class A Receivables-Backed Certificates, rating confirmed
         at Baa2

      -- Class B Receivables-Backed Certificates, downgraded to B2
         from Ba2

      -- Class C Receivables-Backed Certificates, downgraded to
         Caa1 from B1

Issuer: Frontier Funding Company V, LLC

      -- Class B Receivables-Backed Certificates, downgraded to
         Ba3 from Ba2

As of the Dec. 31, 2006 cutoff date, the pool factor in the 2002-1
securitization was approximately 7.41% and the cumulative net
default rate was 3.98%.  Credit support for the notes included
overcollateralization and subordination.  Overcollateralization
amounted to 1.53% of the current pool balance.  The Class A notes
benefit from the subordination of the Class B and C notes,
respectively 13.68% and 3.03% of the current pool balance.  The
Class B notes benefit from the subordination of Class C.

Certain triggers were hit as a consequence of the write-off;
pursuant to trigger event provisions, the reserve account has been
used to partially redeem Class A notes, and the dedicated reserve
account for Class C to partially redeem Class C notes.  The
reserves will not be replenished so long as a trigger event
continues.

As of the Dec. 31, 2006 cutoff date, the pool factor in the 2004-1
securitization was approximately 27.28% and the cumulative net
default rate was 5.32%.  As the Class C notes were entirely
written down, the Class A notes now benefit only from the
subordination of the Class B notes, representing 10.35% of the
current pool balance.  The Class B notes do not benefit from
subordination, because the Class C notes were written down to
zero.

Certain triggers were hit as a consequence of the write-off;
pursuant to trigger event provisions, the reserve account has been
used to partially redeem Class A notes, and the dedicated reserve
account for Class C to partially redeem Class C notes.  The
reserves will not be replenished so long as a trigger event
continues.

As of the Dec. 31, 2006 cutoff date, the pool factor in the
Funding Company V securitization was approximately 74.62% and the
cumulative net default rate was 5.29%.  Class B notes benefit from
overcollateralization, which amounted to 4.80% of the current pool
balance.

Certain triggers were hit as a consequence of the write-off;
pursuant to trigger event provisions, the reserve account has been
used to partially redeem Class A notes.  The reserve will not be
replenished so long as a trigger event continues.

Frontier was founded in April of 1999 to originate and service
equipment leases to a broad range of small-and medium sized
businesses on a national level.  The firm focuses primarily on the
small-ticket sector of the equipment leasing market.  Most leases
range from $5,000 to $250,000, with an average transaction size of
$40,000.

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


GB HOLDINGS: Panel's 8th Modified Liquidation Plan is Effective
---------------------------------------------------------------
GB Holdings Inc.'s Eighth Modified Chapter 11 Plan of Liquidation,
which was proposed by the Official Committee of Unsecured
Creditors and confirmed by the Honorable Judith H. Wizmur of the
U.S. Bankruptcy Court for the District of New Jersey on Jan. 30,
2007, is now effective.

As reported in the Troubled Company Reporter on Feb. 1, 2007,
Judge Wizmur determined that the Plan satisfies all the
requirements for confirmation stated in Section 1129(a) of the
Bankruptcy Code.

In a TCR news on Jan. 2, 2007, Judge Wizmur gave her stamp of
approval to the disclosure statement following billionaire
investor Carl Icahn's bid to pay $53 million for the company's
remaining stake in Atlantic City's Sands Hotel & Casino.

Additionally, TCR reported on Dec. 4, 2006, that Mr. Icahn's offer
could provide the estate with as much as $53 million in cash to
satisfy administrative expenses and general unsecured claims.
The Committee anticipated a 90% recovery for general unsecured
creditors under the agreement with Mr. Icahn.

Mr. Icahn agreed to pay $53 million for the 2,882,938 shares of
Atlantic common stock, an Icahn-controlled affiliate.  AP says
that an Icahn affiliate owned 77% of GB Holdings while Robino
Stortini Holdings, a minority shareholder, owned a 16% stake.

Court documents showed that Robino Stortini would market its right
to buy stock in Atlantic Coast to Mr. Icahn for $3.7 million.

Robino Stortini and a group of bondholders settled their claims
against Mr. Icahn and his affiliates in return for a bigger share
of proceeds from the Sands Hotel sale in the Dec. 20, 2006,
settlement.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generated revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owned and operated The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provided rooms, entertainment, retail store and food and beverage
operations.  These operations generated nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Alan I. Moldoff, Esq., at Adelman Lavine Gold and
Levin, represents the Debtor.  Charles A. Stanziale, Jr., Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, serves as counsel to the
Official Committee Of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


GENERAL MOTORS: In Talks with DaimlerChrysler AG's Chrysler Group
-----------------------------------------------------------------
General Motors Corp. and DaimlerChrysler AG are in talks about a
possible purchase of the Chrysler Group by GM, according to German
publication Manager Magazin.

According to various news agencies, DaimlerChrysler hired JPMorgan
for advice regarding strategic alternatives.

In a TCR report yesterday, DaimlerChrysler Chairman of the Board
of Management Dr. Dieter Zetsche said, "... in order to optimize
and accelerate the presented plan, we are looking into further
strategic options with partners ....  In this regard, we do not
exclude any option in order to find the best solution for both the
Chrysler Group and DaimlerChrysler."

GM and DaimlerChrysler AG's Chrysler Group are also in talks of an
alliance to share costs of chassis designs and reduce development
expenses for a large sport utility vehicle, Jeff Green and Jeff
Bennett of Bloomberg report citing people familiar with the talks.

GM and the Chrysler Group have been discussing the matter for six
months without reaching an agreement, the Wall Street Journal
notes.

                       About DaimlerChrysler

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

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

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

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

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed $1.5 billion secured term loan of General Motors Corp.
The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and
equipment, and special tools of General Motors and Saturn Corp.


GLOBAL TEL*LINK: Proposed $10MM Add-on Cues Moody's to Cut Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded Global Tel*Link Corporation's
corporate family and senior secured ratings to B2 from B1
following the company's report of its intention to increase the
size of its delayed draw term facility by $10 million.  The
ratings reflect a B3 probability of default and loss given default
assessment of LGD 3, 31% for the senior secured bank debt.

Moody's has not taken any action on GTEL's existing first and
second lien facilities, as related ratings are expected to be
withdrawn in the next few days, once the prospective bank facility
closes.

The outlook is stable.

GTEL's owners have elected to increase the size of its delayed
draw term loan rather than inject roughly $8 million of additional
preferred equity, as Moody's had previously expected.  This
effective shareholder distribution is in addition to the
$20 million that shareholders will have withdrawn since Moody's
first assigned ratings to GTEL's proposed bank facility on
Jan. 8, 2007.

In Moody's opinion, the resulting increase in initial pro-forma
leverage to roughly 4.6x is no longer consistent with metrics at
the B1 rating level.  Moody's noted that GTEL's adjusted leverage
was likely to remain above 4x by the end of 2008, which the rating
agency had previously identified as a key downgrade criteria.

Ratings Downgraded to B2 LGD 3, 31%:

   -- $20 million senior secured revolver due 2012

   -- $120 million senior secured term loan due 2013

   -- $60 million senior secured delayed draw term loan due 2013

   -- $10 million senior secured synthetic L/C facility due 2013

   -- $40 million senior secured delayed draw synthetic L/C
      facility due 2013

Global Tel*Link Corporation, based in Mobile, Alabama, is majority
owned by The Gores Group, LLC and provides telecommunications
services to correctional facilities.


GMAC 2005: Fitch Affirms B- Rating on $4 Mil. Class O Certificates
------------------------------------------------------------------
Fitch affirms GMAC 2005-C1 commercial mortgage pass-through
certificates series:

   -- $48.4 million class A-1 'AAA';
   -- $343.9 million class A-1A 'AAA';
   -- $300 million class A-2 'AAA';
   -- $187.3 million class A-3 'AAA';
   -- $68.1 million class A-4 'AAA';
   -- $157.4 million class A-5 'AAA';
   -- Interest only class X-1 'AAA';
   -- Interest only class X-2 'AAA';
   -- $159.8 million class A-M 'AAA';
   -- $127.8 million class A-J 'AAA';
   -- $34 million class B 'AA';
   -- $12 million class C 'AA-';
   -- $24 million class D 'A';
   -- $16 million class E 'A-';
   -- $16 million class F 'BBB+';
   -- $16 million class G 'BBB';
   -- $20 million class H 'BBB-';
   -- $6 million class J 'BB+';
   -- $6 million class K 'BB';
   -- $8 million class L 'BB-';
   -- $4 million class M 'B+';
   -- $4 million class N 'B'; and
   -- $4 million class O 'B-'.

Fitch does not rate the $22 million class P.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the May January
distribution date, the pool's aggregate certificate balance has
decreased 0.88% to $1.58 billion from $1.60 billion at issuance.

Fitch reviewed two credit assessed loans in the transaction,
General Motors Building (11.4%) and Loews Miami Beach (1.5%).
Both loans maintain their investment grade credit assessments due
to stable performance.

The General Motors Building loan is secured by a 1,905,103-square
foot office building with a retail component located in midtown
Manhattan, New York.  The whole loan comprises six pari-passu
A-notes, of which only the A-4 note is included in this
transaction.  Occupancy as of October 2006 increased to 97% from
94% at issuance.

The Loews Miami Beach loan is secured by a 790-unit full service
hotel property located in Miami Beach, Florida.  The whole loan
comprises three pari-passu A-notes, of which only the A-3 note is
included in this transaction.  As of 3Q06, average daily occupancy
increased to 86% from 81% at issuance.

Currently there are five assets in special servicing.  The largest
two specially serviced assets are multifamily properties located
in San Marcos and College Station, Texas.  The loans on these two
assets were originally made to the same borrower.  The assets
became REO in November 2006.  Recent appraisal valuations indicate
losses are likely upon the liquidation of these two assets.


GRAY TELEVISION: Plans to Ink New $1 Bil. Senior Credit Facility
----------------------------------------------------------------
Gray Television reported that it intends to enter into a new
$1 billion senior credit facility.  The company plans to use the
proceeds from the new senior credit facility to refinance its
existing senior credit facility, refinance its existing 9-1/4%
senior subordinated notes, call its Series C preferred stock and
general corporate purposes.

Headquartered in Atlanta, Georgia, Gray Television Inc. is a
television broadcast company.  Including its previously announced
pending acquisition of WNDU-TV, South Bend, IN, Gray operates 36
television stations serving 30 markets.  Each of the stations are
affiliated with either CBS (17 stations), NBC (10 stations), ABC
(8 stations), or Fox (1 station).  In addition, Gray currently
operates seven digital multi-cast television channels in seven of
its existing markets, which are affiliated with either UPN or Fox.


GRAY TELEVISION: S&P Rates Proposed $1 Bil. Senior Facility at B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Gray Television Inc. to 'B' from 'B+' and removed the
ratings from CreditWatch, where they were placed with negative
implications on Sept. 11, 2006.

The rating outlook is stable.

At the same time, Standard & Poor's assigned a 'B' bank loan
rating, at the same level as the corporate credit rating, and a
recovery rating of '2' to Gray's proposed $1 billion senior
secured credit facility.  The recovery rating indicates
expectation of substantial (80%-100%) recovery of principal in the
event of a payment default.  The bank facility consists of a
$100 million revolving credit facility and a $900 million term
loan B.

Borrowings under the new credit facility will be used to refinance
the company's existing credit facility and to redeem the company's
outstanding subordinated notes and preferred stock.  The ratings
on the company's existing credit facility will be withdrawn upon
the closing of the new facility.

Pro forma for the refinancing, the Atlanta, Georgia-based TV
broadcaster will have total debt of approximately $920 million as
of Dec. 31, 2006.

"The rating downgrade reflects our expectation that Gray's
leverage will remain elevated for the foreseeable future," said
Standard & Poor's credit analyst Deborah Kinzer.

Gray's leverage increased significantly following two
debt-financed TV station acquisitions in late 2005 and early 2006.
Favorable advertising demand in 2006 from Olympics and elections
has enabled the company to make some progress in reducing its
leverage.  The EBITDA improvement and modest debt paydowns were
not sufficient to restore leverage to its previous levels.
Standard & Poor's believes that the absence of significant
political ad spending in 2007, a nonelection year, will further
slow the company's efforts to reduce leverage.


GREENMAN TECH: Dec. 31 Balance Sheet Upside-Down by $11.4 Million
-----------------------------------------------------------------
Greenman Technologies Inc.'s balance sheet at Dec. 31, 2006,
showed $9.3 million in total assets and $20.7 million in total
liabilities, resulting in an $11.4 million total stockholders'
deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $3.3 million in total current assets available to
pay $7.3 million in total current liabilities.

GreenMan Technologies reported a $9,052 net loss on $4.9 million
of net sales for the first quarter ended Dec. 31, 2006, compared
to a $1.4 million net loss on $4.3 million of net sales for the
same period in fiscal 2006.

Continuing operations processed approximately 3.65 million
passenger tire equivalents during the quarter ended Dec. 31, 2006,
compared to approximately 3.1 million passenger tire equivalents
in the same period last year.  In addition, the overall fee the
company is paid to collect and dispose of a scrap tire increased 2
percent compared to last year.

Gross profit was $1.5 million or 30.4 percent of net sales,
compared to $1.3 million or 30.5% of net sales for the prior
period quarter.  Cost of sales increased $431,877 or 15 percent
primarily due to increased collection and processing costs
associated with higher inbound volume and higher repair and
maintenance expense.

In addition, due to the completion of several large civil
engineering projects, which use more of the scrap tire including
waste wire, processing residual waste costs increased $58,000
during the quarter ended Dec. 31, 2006, as compared to the prior
year period.

Selling, general and administrative expenses increased to $967,942
compared to $775,659 last year due to an increase of approximately
$116,000 in salaries and wage related expenses, sales commissions
and the re-allocation of approximately $52,000 of net corporate
operating expenses which were absorbed by discontinued operations
during the quarter ended Dec. 31, 2005.

Interest and financing costs increased $243,856 mainly due to the
inclusion of approximately $138,000 of deferred interest
associated with the June 2006 Laurus credit facility
restructuring, increased rates and the allocation of all Laurus
related interest to continuing operations during the fiscal year
ended Sept. 30, 2006.

Non-cash financing fees and interest were zero during the quarter
ended Dec. 31, 2006, as compared to $656,271 for the same period
last year.

Gain from discontinued operations was $9,825 compared to a
loss of $977,995 in last year's quarter, which included
approximately $746,000 associated with the company's Georgia
operations and $232,000 associated with the company's California
operations.

Lyle Jensen, GreenMan's President and Chief Executive Officer
stated, "I am very pleased with the continued positive trend in
operating results across the board.  Overall revenue was up 14
percent from the same period last year with inbound tire volume up
over half a million tires during the December 2006 quarter as a
result of ongoing efforts to increase market share and the
commencement of several Iowa based tire cleanup projects.

"Included in this increase, crumb rubber revenue was up 43 percent
during the December 2006 quarter primarily due to strong demand
for product produced by our new Des Moines powderizer equipment.
Gross margins for the quarter remained above 30 percent despite
higher operating costs associated with increased volumes and
increased repairs and maintenance costs during the December 2006
quarter."

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?19de

                         About GreenMan

Based in Lynnfield, Massachusetts, GreenMan Technologies Inc.
(OTCBB: GMTI) -- http://www.greenman.biz/ -- together with its
subsidiaries, engages in collecting, processing, and marketing
scrap tires in whole, shredded, or granular form in the United
States and Canada.  The company recycles this material into many
interesting and useful applications.

The company markets its products and services through a direct
sales staff.  The company was founded in 1992 and currently
operates processing facilities in Savage, Minnesota, and Des
Moines, Iowa.  The two facilities process nearly 14 million tires
out of the nearly 300 million scrap tires created in the U. S.
each year.


GSAMP TRUST: S&P Junks Rating on Series 2006-S3 Class B-2 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from GSAMP Trust's series 2002-HE, 2003-HE1, and 2006-S3.

Concurrently, the ratings on two of these classes were placed on
CreditWatch negative, two remain on CreditWatch negative, and one
was removed from CreditWatch negative.  In addition, the ratings
on two other classes were placed on CreditWatch negative.
Finally, the ratings on the remaining classes from these three
transactions were affirmed.

The downgrades and CreditWatch placements reflect the
deteriorating performance of the collateral pools backing series
2002-HE, 2003-HE1, and 2006-S3. Credit support for these series is
derived from a combination of subordination, excess interest, and
overcollateralization.

For the pool backing series 2002-HE, realized losses have been
consistently outpacing excess interest spread and eroding O/C.  As
of the January 2007 remittance period, O/C had been reduced to
$1.60 million, or 0.36% of the original pool balance, below its
target of 0.50%.  Severe delinquencies and total delinquencies
constitute 26.75% and 42.57% of the current pool balance,
respectively.

For the same period, the pool backing series 2003-HE1 had
cumulative losses amounting to $6.95 million, or 1.6% of the
original pool balance, and O/C had been reduced to $2.0 million.
Severe delinquencies and total delinquencies constitute 19.64% and
31.22% of the current pool balance, respectively.

The pool backing series 2006-S3 incurred a record loss of $12.52
million during the January 2007 remittance period. Cumulative
losses amounted to $21.68 million, or 4.39% of the original pool
balance. O/C had been reduced to $4.99 million, or 1.0% of the
original pool balance, severely under its target of 6.55% of the
original pool balance. Severe delinquencies and total
delinquencies constitute 9.27% and 18.05% of the current pool
balance, respectively.

The ratings on class B-2 from series 2003-HE1 and B-1 from series
2006-S3 remain on CreditWatch negative due to Standard & Poor's
concerns over continuing erosion of credit support.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch.  If the delinquent
loans cure to a point at which monthly excess interest begins to
outpace monthly net losses, thereby allowing O/C to build and
provide sufficient credit enhancement, Standard & Poor's will
affirm the ratings and remove them from CreditWatch.

Conversely, if delinquencies cause substantial realized losses in
the coming months and continue to erode credit enhancement, S&P
will take further negative rating actions on these classes.
The rating on class B-1 from series 2006-S3 was removed from
CreditWatch because it was lowered to 'CCC'.

According to Standard & Poor's surveillance practices, ratings
lower than 'B-' on classes of certificates or notes from RMBS
transactions are not eligible to be on CreditWatch negative.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

Credit support for these transactions is provided through a
combination of subordination, excess spread, and O/C.  The
underlying collateral consists of conventional, fully amortizing,
30-year, fixed- and adjustable-rate mortgage loans secured by
first and second liens on one- to four-family residential
properties.

                           GSAMP Trust

                    Ratings Lowered And Placed
                     On Creditwatch Negative

                                         Rating
                                         ------
         Series      Class          To              From
         ------      -----          --              ----
         2002-HE     B-2            BB/Watch Neg    BBB
         2006-S3     M-7            BB/Watch Neg    BBB-

                  Ratings Lowered And Remaining
                    On Creditwatch Negative

         Series      Class          To              From
         ------      -----          --              ----
         2003-HE1    B-2            BB/Watch Neg    BBB-/Watch Neg
         2006-S3     B-1            B/Watch Neg     BB+/Watch Neg

                   Rating Lowered And Removed
                    From Creditwatch Negative

         Series      Class          To              From
         ------      -----          --              ----
         2006-S3     B-2            CCC             BB/Watch Neg

             Ratings Placed On Creditwatch Negative

         Series      Class          To              From
         ------      -----          --              ----
         2002-HE     B-1            BBB+/Watch Neg  BBB+
         2006-S3     M-6            BBB/Watch Neg   BBB

                        Ratings Affirmed

    Series      Class                                  Rating
    ------      -----                                  ------
    2002-HE     M-1                                    AA+
    2002-HE     M-2                                    A
    2003-HE1    M-1                                    AA+
    2003-HE1    M-2                                    A
    2003-HE1    M-3                                    BBB+
    2003-HE1    B-1                                    BBB
    2006-S3     A-1, A-2, A-3                          AAA
    2006-S3     M-1                                    AA
    2006-S3     M-2                                    AA-
    2006-S3     M-3                                    A
    2006-S3     M-4                                    A-
    2006-S3     M-5                                    BBB+


GSAMP TRUST: S&P Places Ratings on Negative CreditWatch
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 18
subordinate classes from 11 different residential mortgage-backed
securities transactions issued in 2006 on CreditWatch with
negative implications.  The affected classes are rated 'BBB-',
'BB+', and 'BB'.

The CreditWatch placements reflect early signs of poor performance
of the collateral backing these transactions.  Most of the
transactions were issued during the first half of 2006.  The
percentage of loans in these pools that are severely delinquent
ranges from 2.77% to 13.46%.  Losses range from zero to 1.30%.

Placing Standard & Poor's ratings on CreditWatch when a
transaction has not experienced a loss represents a new
methodology derived from its normal practice.  The combination of
early high delinquencies and minimal or no loss experience had
not been seen in the performance exhibited by prior vintages.
Because there have been no substantial cumulative realized losses,
Standard & Poor's measured deal performance against the stressed
time to disposition of the loans and a reinstatement rate
assumption of zero for all severely delinquent loans.

Many of the 2006 transactions may be showing weakness because of
origination issues, such as aggressive residential mortgage loan
underwriting, first-time home-buyer programs, piggyback second-
lien mortgages, speculative borrowing for investor properties, and
the concentration of affordability loans.

Most of the transactions with subordinate ratings being placed on
CreditWatch were issued during the first half of 2006, before
Standard & Poor's  raised its loss coverage levels for loans with
the layered risks mentioned above.  Three of the affected
transactions were closed-end second-lien deals that were
issued during the second half of 2006.

Standard & Poor's consecutively raised the 'BBB' loss coverage
levels for transactions issued from the first through fourth
quarters of 2006.  The average quarterly 'BBB' loss coverage
levels during the year were as follows: 7.36% in the first
quarter, 7.83% in the second quarter, 12.10% in the third quarter,
and 12.70% in the fourth quarter.

The extent to which the high levels of severely delinquent
mortgage loans result in increased levels of actual realized
losses will ultimately determine the extent of future rating
actions on these transactions and others in the 2006 vintage.
Generally, transactions issued during the second half of 2006
are passing the stress levels based on the January 2007 reported
data, primarily because they typically have more loss coverage.
Increased loss coverage was introduced for the deals issued in
July 2006.

Credit support for each series is derived from either
subordination or a combination of subordination, excess interest,
and overcollateralization (O/C).  O/C levels are at or near their
targets, and subordination amounts have not yet declined
significantly.

Standard & Poor's will continue to closely monitor the performance
of these transactions.

Over the next three months, Standard & Poor's will monitor the
losses incurred as a result of the liquidation of REO assets.  If
these losses are material, and if delinquencies continue at their
present pace, Standard & Poor's would expect to lower its ratings
up to three notches depending on individual performance.

Conversely, if the delinquency rates decline and substantial
cumulative losses are not realized, Standard & Poor's will affirm
the ratings and remove them from CreditWatch negative.

Additionally, Standard & Poor's has determined that the
CreditWatch placements affecting the ratings on these RMBS
tranches will have no impact on outstanding CDO ratings.

These transactions are collateralized by subprime, Alt-A, or
closed-end second-lien loans.  The transactions were initially
backed by pools of fixed- and adjustable-rate mortgage loans
secured by first, second, or third liens on one- to four-family
residential properties.

Standard & Poor's will hold a teleconference Thursday,
Feb. 15, 2007, at 10:00 a.m. to discuss market concerns regarding
the performance of many of the transactions issued in 2006 and the
impact of the rating performance of these transactions on CDO
transactions.  This discussion will focus on Standard & Poor's
rationale and methodology used for the CreditWatch actions
detailed in this release.  The details for the teleconference are
listed below the ratings list.

                Ratings Placed On Creditwatch Negative

               Asset-Backed Certificates Trust 2006-IM1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-IM1   B            BBB-/Watch Neg   BBB-

                        GSAMP Trust 2006-S5

                                            Rating
                                            ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-S5    M-7          BBB-/Watch Neg   BBB-
             2006-S5    B-1          BB+/Watch Neg    BB+
             2006-S5    B-2          BB+/Watch Neg    BB+

              New Century Home Equity Loan Trust 2006-S1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-S1    M-7          BB+/Watch Neg    BB+
             2006-S1    M-8          BB+/Watch Neg    BB+

        Securitized Asset Backed Receivables LLC Trust 2006-NC1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-NC1   B-3          BBB-/Watch Neg   BBB-

                 Structured Asset Investment Loan Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-1     B1           BBB-/Watch Neg   BBB-
             2006-1     B2           BB+/Watch Neg    BB+
             2006-2     B2           BB/Watch Neg     BB
             2006-BNC1  B2           BB+/Watch Neg    BB+
             2006-BNC2  B2           BB/Watch Neg     BB

         Structured Asset Securities Corp. Mortgage Loan Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-BC1   B3           BB/Watch Neg     BB

                       Terwin Mortgage Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               -----
             2006-6     I-B-7        BB+/Watch Neg    BB+
             2006-6     I-B-8        BB/Watch Neg     BB
             2006-6     II-B-5       BB+/Watch Neg    BB+
             2006-6     II-B-6       BB+/Watch Neg    BB+
             2006-8     I-B-8        BB+/Watch Neg    BB+


HARRAH'S ENT: Buyout May Get a B Issuer Default Rating from Fitch
-----------------------------------------------------------------
Fitch Ratings may downgrade Harrah's Entertainment Inc.'s Issuer
Default Rating into the 'B' category from its current 'BB+' rating
based on the planned capital structure for its leveraged buyout by
Apollo Management and Texas Pacific Group, which was outlined in
its preliminary proxy statement.

If the transaction is completed as planned, Fitch estimates that
Harrah's total debt/EBITDA leverage could be in the 8.5x - 9.0x
range, while its EBITDA/interest expense coverage could be below
2.0x.  The term loan could be levered around the 3.5x-4.0x range
after adjusting for the commercial mortgage backed securities cash
flow carve out and close to 60% of the company's pro forma debt
will be secured.  These credit metrics are inconsistent with
Harrah's current 'BB+' IDR.

Despite the significantly weaker credit metrics, Harrah's
long-term credit profile would still benefit from being the
largest and most diversified casino operator with solid brands and
excellent marketing ability.

Future Implications for Harrah's Ratings

The transaction still needs to clear a number of hurdles, the most
significant of which are shareholder approval and regulatory
hurdles, since the private equity firms will likely have to get
licensed in every jurisdiction in which Harrah's operates.
Therefore, Fitch will look to resolve the existing Rating Watch
Negative and revise Harrah's ratings for the LBO transaction
following milestones during the transaction process which
demonstrate there is reasonable certainty that the transaction
will close.

Since the transaction could close more than a year from now, there
is a good possibility the parameters can change.  The transaction
aims to tap the bank, bond, and CMBS markets, the cost and
accessibility of which can change swiftly.  Also, it is unclear if
there will be meaningful asset sales prior to or concurrent with
the transaction.  Fitch believes there are a number of properties
in Harrah's portfolio that could be deemed 'non-core' and be
potentially monetized to help fund the transaction.  However,
certain unidentified assets are going to be collateralized in the
CMBS note, which could affect asset sale potential.  Finally,
competing bids could emerge while shareholders are considering
this transaction.

Rating Context:

Fitch downgraded Harrah's IDR to 'BB+' from 'BBB-' and placed
Harrah's ratings on Rating Watch Negative following the
Oct. 2, 2006 reported of the receipt of the LBO proposal.  At that
time, the existence of the public bid changed Harrah's credit
profile primarily because Fitch believed there was a high
likelihood of a shareholder-friendly capital allocation decision
that would have a negative impact on the credit profile, which was
already weak investment grade, even if the transaction was not
completed.

Transaction Detail:

The planned $26.1 billion transaction has been approved by
Harrah's board of directors and has received equity and debt
commitments.

The planned transaction will include:

   -- $5.87 billion equity contribution from the private equity
      firms;

   -- $7 billion senior secured 7-year term loan;

   -- $6.025 billion bond issue; and

   -- $7.25 billion commercial mortgage-backed securities note.

In addition to the $7 billion term loan, the senior secured credit
facilities will also include a $2 billion six-year revolver that
is expected to be undrawn at closing.

If the $6.025 billion bond issue is not completed by the closing
of the transaction, the lenders have agreed to provide a senior
unsecured bridge facility until the bonds are issued.

The $7.25 billion CMBS loan could be upsized to $8 billion and
will have a two-year initial term with options for three one-year
extensions.  If the CMBS deal cannot be completed by the closing
of the transaction, the lenders have agreed to provide a senior
secured real estate bridge facility.  Certain unidentified real
estate assets that account for roughly one-third of Harrah's LTM
EBITDA will collateralize the CMBS note.


HARRINGTON HOLDINGS: Moody's Junks Rating on $50 Million Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
to Harrington Holdings Inc.

At the same time, Moody's assigned a B1 rating to the company's
new $175 million first lien term loan and $45 million first lien
revolver and a Caa1 to the company's $50 million second lien term
loan.

The rating outlook is negative.

This is the first time that Moody's is rating the debt of
Harrington.  Proceeds from this transaction were used to finance
the recapitalization of Harrington with the assistance of The
Jordan Company, L.P.

Ratings assigned:

   * Harrington Holdings, Inc.

      -- Corporate Family Rating at B2
      -- First lien Senior Secured Term Loan at B1, LGD3, 40.56%
      -- First lien Senior Secured Revolver at B1, LGD3, 40.56%
      -- Second lien Term Loan at Caa1, LGD5, 89.17%
      -- PDR at B2

Harrington is a leading marketer and distributor of medical
supplies and equipment.  As a family-owned and managed business
with a long-standing management team, the company has enjoyed a
history of continuity and stability.  The company distributes a
broad array of medical products including those related to ostomy,
diabetes, urology, incontinence, wound care, respiratory,
chiropractic medicine, and physical therapy.

Harrington's B2 CFR considers its small size and relatively high
leverage, providing the company with limited financial
flexibility.  These concerns are partially mitigated by
historically steady operating cash flow generation, the retention
of key management post-acquisition, healthy diversification with
respect to both products and payors, and entrenched relationships
with its customers.

Moody's assignment of a negative outlook to the ratings reflects
limited cash flow, affording minimal cushion for operational
missteps as well as concerns regarding the possible augmentation
of its organic growth strategy with one that involves more
acquisitions under new equity sponsorship.

Harrington Holdings, Inc., headquartered in Cleveland, Ohio, is a
leading marketer and distributor of medical supplies and equipment
in the US.


HCP ACQUISITION: Moody's Rates $427.9 Mil. Senior Facility at B1
----------------------------------------------------------------
Moody's Investors Service has assigned a provisional Corporate
Family Rating of B2 to HCP Acquisition Inc. and a B1 rating to
HCP's $427.9 million senior secured 1st lien bank credit facility.

HCP's 1st lien loan has been assigned an LGD assessment of LGD3
and an LGD rate of 37%.  The ratings are provisional upon the
final financing documents conforming to the transaction as
described to Moody's to date.

HCP's rating outlook is stable.  HCP is a newly formed entity
indirectly established by Harbinger Capital Partners, a division
of Harbert Management Corporation.

In a series of transactions HCP intends to acquire 100% interests
in three fully contracted power generation facilities and a loan
to an entity which owns a 50% interest in a fourth fully
contracted generation facility, the Whitby Cogen Facility.
Collectively the transactions necessary to acquire the foregoing
interests are referred to as the Acquisition.

The first transaction is the purchase of 100% of Calpine Power
Income Fund, a publicly traded entity whose units are listed on
the Toronto Stock Exchange.  The second transaction is the
purchase, from Calpine Canada Power Ltd., an indirect subsidiary
of Calpine Corp., of that portion of CPIF's indirect subsidiary,
Calpine Power, L.P., that is not currently owned by CPIF together
with certain contractual rights associated with CPIF and its
subsidiaries.  While both CCPL and Calpine are operating under
bankruptcy protection, none of the entities or assets to be
acquired by HCP is party to those bankruptcy proceedings.

Furthermore, HCP's acquisition from CCPL of the interest in CLP
and the contractual rights associated with CPIF and its
subsidiaries have been approved by the Canadian bankruptcy court
overseeing CCPL's restructuring.  Following HCP's acquisition of
the interests in the four power plants, HCP is expected to have
virtually no ongoing interaction with entities associated with
Calpine's restructuring other than as a creditor of Calpine and a
Calpine subsidiary.  HCP's status as a Calpine creditor relates
principally to the rejection of the former Calgary Energy Facility
tolling agreement by the Calpine subsidiary.  HCP's base case
financial forecasts do not reflect any potential upside that might
ultimately be available to HCP in respect of its claims against
Calpine and its subsidiaries.

HCP will fund the Acquisition with $427.9 million of senior
secured 1st lien bank debt, $171.2 million of senior secured 2nd
lien bank debt and approximately CDN$254 million of equity and
deeply subordinated debt.  HCP will convert its US$ funding to
CDN$ coincident with closing.  The 1st and 2nd lien loan
facilities will have tenors of seven and eight years respectively.
The 1st lien debt has 1% scheduled principal amortization but
benefits from a cash sweep of virtually all cash available after
payment of 1st lien debt service and 2nd lien interest.  Interest
on the 2nd lien debt is paid in cash provided that cash flow is
sufficient to pay all of the 2nd lien interest due, otherwise 2nd
lien interest accrues and compounds.  While approximately
$70 million of the funding provided to HCP by its shareholders is
in the form of deeply subordinated debt, in its analysis, Moody's
has treated this amount as equity since it is fully postponed and
subordinated and stapled to HCP's common equity.

The B2 CFR and B1 1st lien loan ratings are reflective of several
credit challenges.  Following the Acquisition, HCP will be very
highly levered resulting in relatively weak debt service coverage
and CFADS/debt ratios limited debt reduction during the term of
the 1st lien loan.  During the first five years of the loan, HCP
expects an average total DSCR and CFADS/total debt in the range of
1.2x and 3.0% respectively in the base case. Consequently, the
base case financial forecast assumes that there will be limited
repayment of the 1st lien loan and no repayment of the 2nd lien
loan prior to the 2013 1st lien loan maturity and the 2014 2nd
lien loan maturity.

As such, Moody's notes that any inability to achieve base case
cash flow projections would meaningfully reduce the amount of 1st
lien debt repaid prior to maturity and potentially impact HCP's
ability to pay cash interest on the 2nd lien loan.  The ratings
also consider the complexity of HCP's organizational structure and
potential hedging issues arising out of the fact that the debt
will be raised in US$ at floating rates and swapped into CDN$ at
fixed rates.  While HCP expects to utilize a combination of swaps
and options-based derivative hedging instruments, Moody's notes
that it may be challenging to fully hedge HCP's debt obligations
given the inability to forecast principal repayments due to the
operation of the 1st lien cash sweep.

The ratings also reflect the fact that prior to closing, HCP had
only limited ability to perform due diligence on the assets.  For
instance HCP has not had access to all of the underlying contracts
or to technical advisors' evaluations of the assets.  The ratings
also reflect the fact that two of the four assets, the Whitby
Cogen Facility and the King City Facility, have asset level debt
that is structurally senior to the 1st lien debt.  This impact is
somewhat mitigated by the fact that these two assets are expected
to provide a relatively small, albeit growing, portion of the
total cash flow available to service HCP's debt.

The ratings also reflect a degree of uncertainty surrounding the
performance of the largest of HCP's assets, the Island Cogen
Facility, which has encountered a number of operational challenges
since commissioning including a recent extended unplanned outage.
The ratings also recognize that the relatively weak financial
profile of the steam host at the Island Cogen Facility.

The B2 CFR and B1 1st lien loan ratings also reflect a number of
important credit strengths including the fully-contracted nature
of the underlying power plants which have no merchant exposure
before the 2018 expiry of the first of the power purchase
agreements.

The ratings also reflect the generally strong investment grade
credit ratings of the power purchasers and the fact that the
plants providing the majority of the cash flow are subject to
tolling agreements which substantially reduces HCP's exposure to
fuel price and volume risk.  The ratings also reflect the
diversity of the plants by geography and power purchasers.

While Moody's has not had an opportunity to review the financing
documents in their final form, the rating reflects its
understanding that the 1st lien credit agreement, 2nd lien credit
agreement and intercreditor agreement will contain protections and
provisions typical of 1st lien/2nd lien financings of this nature.
Key provisions of the financing documents include limitations on
equity distributions so long as first or second lien debt remains
outstanding, a 1st lien cash sweep, an "all-assets" security
package to be provided within a short period of funding of the
loans and six-month debt service reserve accounts for each of the
1st and 2nd lien loans.  The cash sweep feature has been
structured such that the proceeds from any asset sale, equity
offering or recovery under the claims against Calpine, will be
applied to the repayment of any outstanding 1st lien loans.

HCP Acquisition Inc. is a Nova Scotia limited liability company
created for the purposes of acquiring interests in four power
generating facilities through a series of transactions.  HCP
Acquisition Inc. is indirectly owned by funds managed by Harbinger
Capital Partners, a division of Harbert Management Corporation.


HECTOR MERCADO: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hector Mercado Perez Inc.
        P.O. Box 456
        Arecibo, PR 00613-0456
        Tel: (787) 878-2730
        Fax: (787) 879-8042

Bankruptcy Case No.: 07-00695

Chapter 11 Petition Date: February 14, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Fausto David Godreau Zayas
                  Latimer, Biaggi, Rachid & Godreau
                  P.O. Box 9022512
                  San Juan, PR 00902-2512

Total Assets:  $2,117,013

Total Debts:  $15,265,847

Debtor's 16 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
   Lisandra Abrahm's Reverol                   $3,000,000
   HC 01 Box 4706
   Bo. San Antonio
   Quebradillas, PR 00678

   Internal Revenue Service                    $2,506,864
   Mercantil Plaza Building
   Suite 904
   Stop 27 1/2
   San Juan, PR 00918

   John M. Kilgore                             $1,200,000
   p/c LCDA Wilda Rodriguez
   P.O. Box 70364
   San Juan, PR 00936-8364

   Gilberto Vargas Ocasio                      $1,010,000
   p/c LCDO Ceferino Flores
   32 Acosta Street
   P.O Box 1209
   Caguas, PR 00725

   Treasury Department                         $1,316,040
   P.O. Box 9022501
   San Juan, PR 00902-2501

   Nilsa Roman Guzman                            $600,800
   HC 02 Box 16338
   Arecibo, PR 00612


   Miguel Mercado Perez                          $397,235
   P.O. Box 456
   San Juan, PR 00612

   Dr. Jose Rodriguez                            $300,000
   c/o LCDO Hector Melendez
   P.O. Box 366283
   San Juan, PR 0036-6283

   Patente Municipal                             $298,383
   Municipio de Arecibo
   P.O. Box 70179
   San Juan, PR 00936-7170

   AEE                                           $291,808
   P.O. Box 3508
   San Juan, PR 00936-350

   Arnaldo Mercado Perez                         $271,230
   P.O. Box 356
   Arecibo, PR 00613

   Hector Mercado Perez                          $202,900

   Anastacio Mercado and Felicita Perez          $200,000

   Borschow Hospital & Medical Supplies          $102,983

   Future Health Concepts                         $73,905

   Diversified Collection Services Inc.           $35,200


HUGHES COMMS: Unit Inks Commitment Letter for $115 Mil. Financing
-----------------------------------------------------------------
Hughes Communications Inc.'s wholly owned subsidiary, Hughes
Network Systems LLC, entered into a commitment letter with Bear
Stearns Corporate Lending Inc., as the initial lender, Bear
Stearns & Co. Inc., as lead arranger and bookrunning manager, and
BSCL, as administrative agent.

Pursuant to the Commitment Letter, BSCL agreed to provide Hughes
Network with debt financing in the aggregate principal amount of
$115 million in the form of an unsecured senior term loan
facility.  The entry into the Loan Facility and financing
thereunder is subject to the satisfaction of certain customary
conditions.  The Commitment Letter will terminate on
March 31, 2007, unless terminated earlier by the Hughes Network.

Pursuant to the Commitment Letter, the Loan Facility will be
guaranteed on a senior unsecured basis by all existing and future
subsidiaries of Hughes Network that guarantee the its existing
9-1/2% Senior Notes due 2014 and its existing $50 million senior
secured revolving credit facility.  HNS Finance Corp., a wholly
owned subsidiary of Hughes Network and co-issuer of the senior
notes, will be a co-borrower under the loan facility.  The
interest rate on the Loan Facility is expected to be, at the
option of Hughes Network, the Adjusted LIBO Rate plus 2.75% or ABR
plus 1.75%.  The loan facility will be subject to certain
mandatory and optional prepayment provisions and contain negative
covenants and events of default, in each case, substantially
similar to those provisions contained in the indenture governing
the senior notes.  The maturity date of the loan facility will be
April 15, 2014.  Hughes Network plans to use the net proceeds from
the loan facility to partially fund the purchase and/or
construction of a satellite and/or for general corporate purposes.

Hughes Network expects that it will enter into the loan facility
on or about Feb. 28, 2007.

                   About Hughes Communications

Headquartered in Germantown, Maryland, Hughes Communications, Inc.
(Nasdaq: HUGH) -- http://www.hughes.com/-- is the 100% owner of
Hughes Network Systems, LLC.  Hughes Communications provides
broadband satellite networks and services for enterprises,
governments, small businesses, and consumers.  HughesNet(TM)
encompasses all broadband solutions and managed services from
Hughes, bridging the best of satellite and terrestrial
technologies.  Its broadband satellite products are based on the
IPoS global standard, approved by the TIA, ETSI, and ITU standards
organizations.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Standard & Poor's Ratings Services assigned its 'B-' rating to
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.

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.


ICEWEB INC: Sherb & Co. LLP Raises Going Concern Doubt
------------------------------------------------------
Sherb & Co. LLP, in Boca Raton, Florida, expressed substantial
doubt about Ice Web Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2006.  The auditing firm pointed to the
company's net losses for the years ended Sept. 30, 2006 and 2005.

Ice Web reported a $3.9 million net loss on $4.8 million of sales
for the year ended Sept. 30, 2006, compared with a $903,508 net
loss on $6.8 million of sales for the year ended Sept. 30, 2005.

The increase in net loss is mainly attributable to the $750,037
decrease in gross profit, the increase in operating expenses, and
the increase in interest expenses.

Total operating expenses increased approximately 53.1% to
$4.4 million during fiscal 2006 as compared to $2.9 million during
fiscal 2005, primarily due to the $1.8 million increase in general
and administrative expenses, the $168,800 increase in marketing
and selling expenses, and a $220,800 impairment of goodwill
expense, partly offset by the $594,836 decrease in depreciation
and amortization expenses.

The increase in general and administrative expenses was mainly due
to the $1 million increase in salaries and related taxes and the
$435,432 increase in other operating expenses.

The increase in marketing and selling expenses was due to an
increase in stock-based marketing expense of $50,998 and an
increase in online web marketing, advertising and print
advertising expenses.

In fiscal 2006, the company recorded an impairment of goodwill of
$180,000 in connection with the sale of the company's PatriotNet
subsidiary.  Additionally the company recorded an impairment of
goodwill of $40,800 related to prior acquisitions.

Interest expense amounted to $728,619 in fiscal 2006 as compared
to $114,540 in fiscal 2005, an increase of $614,079 or 536.1%.

At Sept. 30, 2006, the company's balance sheet showed $2.6 million
in total assets and $3.7 million in total liabilities, resulting
in a $1.1 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.7 million in total current assets
available to pay $3.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?19df

                           About IceWEB

Headquartered in Herndon, Virginia, IceWeb Inc. (OTC: IWEB) --
http://www.iceweb.com/-- is a diversified technology company.
The company is a provider of hosted web-based collaboration
solutions that enable organizations to establish Internet,
Intranet, and email/collaboration services with little or no
up-front capital investment.  The company also provides
consulting services to larger enterprise and government customers
including network infrastructure, enterprise email/collaboration,
and Internet/Intranet portal implementation and support services.
The company also markets an array of information technology
services and third party computer network hardware and software to
large enterprise and government clients.


IMAGIVISION FX: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Imagivision FX Inc.
        7455 France Avenue, Suite 510
        Edina, MN 55435
        Tel: (952) 893-8058

Bankruptcy Case No.: 07-40519

Chapter 11 Petition Date: February 15, 2007

Court: District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Joseph W. Dicker, Esq.
                  Joseph W. Dicker, P.A.
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Landmark Bank                              $700,000
c/o T. Chris Stewart
Anastasia & Associates
6120 Oren Avenue North
Stillwater, MN 55082

St. Stephens Bank                           $75,000
101 South Benton Drive
Sauk Rapids, MN 56379-1417

Stage By Design                             $62,550
601 Carlson Parkway, Suite 1050
Minnetonka, MN 55305

Eide Bailly                                  $9,571

Centerpoint Energy                           $4,877

Chase Financial                              $4,590

American Family Insurance                    $3,512

Xcel Energy                                  $1,684

Dorsey & Whitney                             $1,510

Metropolitan Mechanical                        $607


INVACARE CORP: Closes $710 Million Refinancing Transactions
-----------------------------------------------------------
Invacare Corporation discloses the completion of its refinancing
transactions.  The new financing program provides the company with
total capacity of approximately $710 million, the net proceeds of
which have been used to refinance substantially all of the
company's existing indebtedness and pay related fees and expenses.

As part of the financing, the company entered into a $400 million
senior secured credit facility consisting of a $250 million term
loan facility and a $150 million revolving credit facility.  The
company's obligations under the new senior secured credit facility
are secured by substantially all of the company's assets and are
guaranteed by its material domestic subsidiaries, with certain
obligations also guaranteed by its material foreign subsidiaries.
Borrowings under the new senior secured credit facility will
generally bear interest at LIBOR plus a margin of 2.25%, including
an initial facility fee of 0.50% per annum on the facility.

The company also completed the sale of $175 million principal
amount of its 9-3/4% Senior Notes due 2015 to qualified
institutional buyers pursuant to Rule 144A and to non-U.S. persons
outside the United States in reliance on Regulation S under the
Securities Act of 1933, as amended.  The notes are unsecured
senior obligations of the Company guaranteed by substantially all
of the company's domestic subsidiaries, and pay interest at 9-3/4%
per annum on each February 15 and August 15.  The net proceeds to
the Company from the offering of the notes, after deducting the
initial purchasers' discount and the estimated offering expenses
payable by the company, were approximately $167 million.

Also, as part of the refinancing, the company completed the sale
of $135 million principal amount of its Convertible Senior
Subordinated Debentures due 2027 to qualified institutional buyers
pursuant to Rule 144A under the Securities Act.  The debentures
are unsecured senior subordinated obligations of the company
guaranteed by substantially all of the company's domestic
subsidiaries, pay interest at 4.125% per annum on each February 1
and August 1, and are convertible upon satisfaction of certain
conditions into cash, common shares of the company, or a
combination of cash and common shares of the company, subject to
certain conditions.

The initial conversion rate is 40.3323 shares per $1,000 principal
amount of debentures, which represents an initial conversion price
of approximately $24.79 per share.  The debentures are redeemable
at the Company's option, subject to specified conditions, on or
after February 6, 2012 through and including Feb. 1, 2017, and at
the company's option after Feb. 1, 2017.

On Feb. 1, 2017 and 2022 and upon the occurrence of certain
circumstances, holders have the right to require the Company to
repurchase all or some of their debentures.  The net proceeds to
the company from the offering of the debentures, after deducting
the initial purchasers' discount and the estimated offering
expenses payable by the company, were about $132.3 million.

"We are very pleased to have completed our refinancing program and
believe that the long-term capital structure we have put in place
gives us the platform to continue restructuring our business and
assist us in carrying out our plans to overcome industry
challenges and deliver improved operating income in 2007," A.
Malachi Mixon, III, chairman and chief executive officer stated.
"We would like to thank our senior lenders, Bank of America,
National City Bank and KeyBank, for their support through this
refinancing."

                          About Invacare

Headquartered in Elyria, Ohio, Invacare Corp. (NYSE: IVC) --
http://www.invacare.com/-- is the global leader in the
manufacture and distribution of innovative home and long-term care
medical products.  The company has 5,900 associates and markets
its products in 80 countries around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Moody's Investors Service assigned a Ba2 rating on the company's
proposed $400 million Senior Secured Credit Facility, a B2 rating
on the company's proposed $175 million Senior Notes due 2015, and
a B3 rating on the company's proposed $125 million Senior
Subordinated Convertible Notes due 2027.

Standard & Poor's Ratings Services assigned its B corporate credit
rating to Invacare Corp.  At the same time, S&P assigned a B+
rating on the company's proposed $400 million Senior Secured
Credit Facility, consisting of a $150 million Revolver maturing in
2012 and a $250 million Term Loan maturing in 2013.

Standard & Poor's also assigned its B- rating to the company's
proposed $175 million senior unsecured notes maturing in 2015 and
its CCC+ rating to the company's proposed $125 million senior
subordinated convertible notes maturing in 2027.


IRONWOOD COURTYARD: Case Summary & Eight Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Ironwood Courtyard Holdings, LLC
        9590 East Ironwood Square Drive, Suite 215
        Scottsdale, AZ 85258

Bankruptcy Case No.: 07-00614

Chapter 11 Petition Date: District of Arizona (Phoenix)

Court: February 15, 2007

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $3,761,210

Total Debts:  $4,816,617

Debtor's Eight Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Ralph Vescio                               $492,000
8100 East Camelback Road, Suite 21
Scottsdale, AZ 85251

Bob Fleischman                             $147,500
Home National Bank, Custodian
13840 Northsight Boulevard, Suite 109
Scottsdale, AZ 85260

Clarke Family Trust                        $120,000
11055 East Cochise Drive, Suite 2051
Scottsdale, AZ 85259

Landers Family Trust                        $75,000

Steve Gaines                                $60,000

Elaine Kapach                               $25,000

RAE Complete Technical Systems              $12,000

TCT Property Services, LLC                  $11,880


ISIDORO MARTINEZ: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Isidoro Martinez
        3322 West Woodlawn Avenue
        Tampa, FL 33607-6630

Bankruptcy Case No.: 07-01122

Chapter 11 Petition Date: February 14, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Herbert R. Donica, Esq.
                  Donica Law Firm, P.A.
                  106 South Tampania Avenue, Suite 250
                  Tampa, FL 33609
                  Tel: (813) 878-9790
                  Fax: (813) 878-9746

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Ford Credit                      2006 ford F-350          $47,269
P.O. Box 542000                                          Secured:
Omaha, NE 68154                                           $37,500

Argent HFS                       St. Josephs               $1,175
7715 Northwest 48 Street         Hospital
Suite 100
Miami, FL 33166

CBE Group                        Dish Network              $1,175
131 Tower Park Drive
Suite 1
Waterloo, IA 50702

HSBC NV                          Credit Card                 $778

Gemb/JCP                         Charge Account              $546

Medical Data Systems I           Memorial Hospital           $411

Gemb/Dillards                    Charge Account              $253

[unknown debtor]                 Collection                  $251

[unknown debtor]                 Collection                  $180

GTE FCU                          2004 Chevrolet           $33,639
                                 Corvette                Secured:
                                                          $33,500

MBC                                                           $45

Doug Belden, Tax Collector                                Unknown


JAMES ERNSBERGER: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: James Russell Ernsberger
        8270 Bella Veduta Avenue
        Las Vegas, NV 89178

Bankruptcy Case No.: 07-10722

Chapter 11 Petition Date: February 15, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Zachariah Larson, Esq.
                  Larson & Stephens, LLC
                  810 South Casino Center Boulevard, Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169

Total Assets: $1,019,053

Total Debts:  $2,235,440

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Chen H. Liu                      Judgment              $1,194,858
c/o Matthew Callister
823 Las Vegas Boulevard, South
Las Vegas, NV 89101

Chevy Chase Federal              8270 Bella Veduta       $671,000
Savings Bank                     Avenue, Las Vegas NV
Managing Agent                   Value of Security:
6200 Chevy Chase Drive           $655,573
Laurel, MD 20707

Snell & Wilmer, LLP              Legal Fees               $70,080
Managing Agent
3800 H. Hughes Parkway
Suite 1000
Las Vegas, NV 89109

Bank of America                  2007 Lexus LX470         $47,711

Clark County Water               Structured Water         $23,000
                                 Improvement Payment

Citi                             Credit Card Purchases     $3,031


Internal Revenue Services                                  $6,700

Ladco Leasing                    Credit Card               $2,636
                                 Machine Lease

Thomas E. Crowe                  Legal Fees                  $900

NCC Business Services Inc.       Agriculture                 $395
                                 Camden Greens/Camden

Sears/CBSD                       Credit Card Purchases       $323


LB-UBS: Moody's Junks Ratings on Class N and P Certificates
-----------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the ratings of three classes and affirmed the ratings
of eight classes of LB-UBS Commercial Mortgage Trust 2001-C2,
Commercial Mortgage Pass-Through Certificates, Series 2001-C2:

   -- Class A-1, $127,877,548, Fixed, affirmed at Aaa
   -- Class A-2, $789,260,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $49,466,000, Fixed, affirmed at Aaa
   -- Class C, $62,656,000, Fixed, upgraded to Aaa from Aa2
   -- Class D, $16,488,000, Fixed, upgraded to Aa1 from A1
   -- Class E, $13,191,000, Fixed, upgraded to Aa3 from A3
   -- Class F, $19,786,000, Fixed, upgraded to A2 from Baa2
   -- Class G, $16,489,000, Fixed, upgraded to Baa1 from Baa3
   -- Class H, $23,084,000, Fixed, affirmed at Ba1
   -- Class J, $14,840,000, Fixed, affirmed at Ba2
   -- Class K, $11,541,000, Fixed, affirmed at Ba3
   -- Class L, $9,894,000, Fixed, affirmed at B1
   -- Class M, $13,190,000, WAC, downgraded to B3 from B2
   -- Class N, $6,596,000, WAC, downgraded to Ca from B3
   -- Class P, $3,298,000, WAC, downgraded to C from Caa2

As of the Jan. 18, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 9.8%
to $1.2 billion from $1.3 billion at securitization.

The Certificates are collateralized by 133 mortgage loans ranging
in size from less than 1.0% to 6.3% of the pool, with the top 10
loans representing 35.7% of the pool.  The pool includes a shadow
rated component, representing 14.7% of the pool, and a conduit
component, representing 50.6% of the pool.  Thirty-six loans,
representing 34.7% of the pool, have defeased and are
collateralized by U.S. Government securities.  Two loans have been
liquidated resulting in approximately $500,000 of realized losses.

Nine loans, representing 5.1% of the pool, are in special
servicing.  The largest specially serviced concentration consists
of the Atlanta Portfolio and Houston I-10 Portfolio Loans at
$24.5 million (2.1%), which are two cross collateralized REO loans
securitized by four hotel properties.  Moody's has estimated
aggregate losses of approximately $16.8 million for all of the
specially serviced loans.  Thirty-four, loans representing 27.8%
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 approximately 99.9% and 56.4%, respectively,
of the pool's performing non-defeased loans.  Moody's loan to
value ratio for the conduit component is 89.8%, compared to 89.5%
at Moody's last full review in September 2005 and compared to
89.3% at origination.

Moody's is upgrading Classes C, D, E, F and G due to the high
percentage of defeased loans, improvement in the shadow rated
loans and increased credit support. Classes C, D and E were
upgraded on Dec. 08, 2006 based on a Q tool based portfolio
review.  Moody's is downgrading Classes M, N and P due to realized
and projected losses from the liquidated and specially serviced
loans.

The largest shadow rated loan is the Westfield Shoppingtown
Meriden Loan at $74.4 million (6.3%), which is secured by the
borrower's interest in a 914,000 square foot regional mall located
in Meriden, Connecticut.  Built in 1971, and renovated and
expanded in 1999, the mall is located 22 miles south of Hartford
and 23 miles north of New Haven.  The mall is anchored by Macy's,
J.C. Penney and Sears.  Other major tenants include Dick's
Sporting Goods, Best Buy, Steve & Barry's and Borders.  The
collateral securing the loan consists of in-line space and a pad
formerly occupied by Lord & Taylor.  Lord & Taylor vacated in 2004
and its premises have been 100.0% re-leased to Dick's Sporting
Goods and Best Buy.  As of the third quarter of 2006, the in-line
space was 79.8% leased, compared to 84.7% at last review and
compared to 88.9% at securitization.  The loan is on the master
servicer's watchlist due to the April 2007 lease expiration date
of Macy's.  Moody's current shadow rating is A1, compared to Baa1
at securitization.

The second shadow rated loan is the NewPark Mall Loan at
$70.5 million (5.9%), which is secured by the borrower's interest
in a 1.2 million square foot regional mall located approximately
15 miles north of San Jose in Newark, California.  The mall is
anchored by Macy's, Sears, J.C. Penney, Mervyn's and Target.  The
collateral securing the loan consists of 389,600 square feet of
in-line space and an outparcel.  The in-line space is 89.6%
occupied, compared to 77.0 % at last review and compared to 88.9%
at securitization.  Net operating income improvement has resulted
from base rent increases.  The loan sponsors are General Growth
Properties Inc. and the New York State Common Retirement Fund.
Moody's current shadow rating is A2, compared to Baa1 at
securitization.

The third shadow rated loan is the Courtyard by Marriott -
Philadelphia Loan at $30.2 million (2.5%), which is secured by a
498-room hotel located in downtown Philadelphia, Pennsylvania
adjacent to City Hall and the Convention Center.  Occupancy and
RevPAR are 77.0% and $105.62 as of the third quarter of 2006,
compared to 75.0% and $100.62 as of year-end 2005 and compared to
57.8% and $79.83 at securitization.  The borrower has a 15-year
operating lease with Marriott at a base rent of $6.5 million, plus
an additional 7% of rental revenue in excess of base year
revenues.  Moody's current shadow rating is Baa2, the same as at
last review and at securitization.

The top three non-defeased conduit loans represent 8.5% of the
outstanding pool balance.  The largest conduit loan is the Harmon
Meadow Plaza Loan at $54.6 million (4.6%), which is secured by a
510,000 square foot mixed-use complex located in Secaucus, New
Jersey.  The complex contains office, retail and a hotel ground
lease and is part of a larger master development of approximately
2.0 million square feet.  The largest tenants include NBA
Entertainment and Scholastic and AMC/Loews Cinemas.

As of October 2006 the property was 90.4% occupied, compared to
85.6% at last review and compared to 99.2% at securitization. The
loan is on the master servicer's watchlist due to low debt service
coverage.  Moody's LTV is 83.8%, compared to 88.7% at last review
and compared to 81.7% at securitization.

The second largest conduit loan is the 215 Coles Street Loan at
$23.6 million (2.0%), which is secured by a 714,000 square foot
industrial building located in Jersey City, New Jersey.  Built in
1927 and renovated in 2000, the major tenant is Guarantee Records
Management.  The property is 100.0% occupied, the same as at
securitization.  The loan amortizes on a 300-month schedule.
Moody's LTV is 82.4%, compared to 98.8% at last review and
compared to 64.2% at securitization.

The third largest conduit loan is the Pointe Chase Apartments Loan
at $22.9 million (1.9%), which is secured by a 519-unit office
building located in the northwest Atlanta suburb of Norcross,
Georgia.  Built in 1972, the property is 82.3% occupied, compared
to 92.0% at year-end 2005 and compared to 94.8% at securitization.
Performance has been impacted by lower revenue and higher
expenses.  The loan is on the master servicer's watchlist due to a
decline in debt service coverage.  Moody's LTV is in excess of
100.0%, similar to last review and compared to 86.2% at
securitization.

The pool's collateral is a mix of U.S. Government securities,
retail, office and mixed use, multifamily and manufactured
housing, lodging and industrial and self storage.  The collateral
properties are located in 23 states.  The highest state
concentrations are California, New Jersey, Florida, Connecticut
and Georgia.  All of the loans are fixed rate.


LESLIE'S POOLMART: Good Performance Cues S&P's Ratings Upgrade
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Phoenix, Arizona-based Leslie's Poolmart Inc. to 'B+'
from 'B'.

At the same time, Standard & Poor's raised the rating on the 7.75%
senior unsecured notes due 2013 to 'B' from 'B-'.  These actions
reflect the company's credit metrics which are consistent with
current ratings given the highly seasonal nature of the its
business, and the company's track record of successfully improving
its credit metrics following prior recapitalization and debt
issuance activity.

The outlook is stable.

The ratings reflect the highly seasonal nature of Leslie's
business, which can be affected by unfavorable weather, its
participation in the relatively small pool-supply market, its
relatively small cash flow base, and the potential for further
recapitalization activity.  Leslie's is owned by LPM Acquisition
LLC, which, in turn, is owned by an affiliate of Leonard
Green & Partners L.P.  Hence, given market conditions, there is
risk that additional refinancing activity could occur.  According
to Standard & Poor's credit analyst Stella Kapur, "Current ratings
have room to digest some modest debt issuance, assuming the
company's operations continue to perform well."


MATTRESS HOLDINGS: Moody's Cuts $225MM Sr. Facility's Rating to B1
------------------------------------------------------------------
Moody's Investors Service downgraded Mattress Holdings Corp.
senior secured credit facilities to B1 and affirmed the B2
corporate family rating following the report that the company had
revised its capital structure to upsize senior secured term loan
by $40 million to $225 million and reduce the privately place
subordinated notes by the corresponding amount.

The rating outlook is stable.  The ratings are conditioned upon
review of final documentation.

The downgrade reflects a higher amount of debt sharing in the
first lien asset pledge as well as the reduction in the amount of
junior debt in the capital structure.  Moody's has applied its
Probability of Default and Loss-Given-Default rating methodology
to Mattress Holdings resulting in B1 ratings on the senior secured
credit facilities, one notch higher than the corporate family
rating.  The ratings on the senior secured credit facilities
primarily reflect: their collateral package, which includes a
first lien all asset pledge and, the junior support provided by
the mezzanine financing.  In addition the ratings on the bank
facilities reflect their size relative to the whole capital
structure and the guarantees provided by the operating
subsidiaries.

These ratings are downgraded:

   -- $25 million senior secured revolving credit facility to
      B1, LGD3, 35% from Ba3, LGD2, 28%; and

   -- $225 million senior secured term loan facility to B1, LGD3,
      35% from Ba3, LGD2, 28%.

These ratings are affirmed:

   -- Corporate family rating at B2; and
   -- Probability-of-default rating at B2.

The B2 corporate family rating of Mattress Holdings reflects post-
transaction credit metrics that will be weak, particularly the
very high leverage and low cash flow coverage.  The B2 rating is
constrained by the company's very small scale with top line
revenues for the LTM period ended Oct. 31, 2006 of $362 million,
and its shareholder friendly financial policies.

Offsetting these high yield characteristics are several investment
grade characteristics including: its low seasonality, the
stability of the U.S. retail mattress market, the company's
credible market position in the very defined specialty retail
sleep channel, and its strong comparable store sales growth over
the past two years.  Lastly, the rating category is supported by
the company's primarily regional presence and its modest
profitability.

The stable outlook reflects Moody's expectation that the company
will continue to grow comparable store revenues, improve operating
margins, and maintain moderately positive free cash flow and
adequate liquidity.  Given the magnitude of Mattress Holdings
post-transaction leverage, an upgrade is unlikely in the
intermediate term. Over the longer term, an upgrade would require
continuing solid operating performance coupled with Debt/EBITDA
being sustained below 5.5x and FCF/Debt above 5% on a sustainable
basis.

Conversely, negative rating pressure would develop if: operating
performance is weaker than expected, liquidity erodes, or if
overall comparable store sales were to become negative.
Quantitatively, ratings would be lowered should, as calculated
using Moody's standard adjustments, Debt/EBITDA rise above 7.25x,
EBITA/IE fall below 1.0x, or if FCF/Debt remains negative.

Mattress Holding Corp., headquartered in Houston, Texas, is a
leading specialty retailer of conventional and specialty
mattresses.  The company operates 295 company owned stores and 54
franchised stores in 19 states.  Revenues for the LTM period ended
October 31, 2006 are estimated to be nearly $362 million.


MERRILL LYNCH: Loan Repayment Prompts DBRS to Upgrade Ratings
-------------------------------------------------------------
Dominion Bond Rating Service upgraded nine classes of Merrill
Lynch Financial Assets Inc. Commercial Mortgage Pass-Through
Certificates, Series 2002-Canada 8:

   -- Class B upgraded to AAA from AA (high)
   -- Class C upgraded to AA from AA (low)
   -- Class D upgraded to A from A (low)
   -- Class E upgraded to A (low) from BBB (high)
   -- Class F upgraded to BBB from BBB (low)
   -- Class G upgraded to BBB (low) from BB (high)
   -- Class H upgraded to BB (high) from BB (low)
   -- Class J upgraded to B (high) from B
   -- Class K upgraded to B from B (low)

In addition, DBRS  confirmed four classes of Merrill Lynch 2002-
Canada 8:

   -- Class A-1 at AAA
   -- Class A-2 at AAA
   -- Class X-1 at AAA
   -- Class X-2 at AAA

DBRS also changed the trends of Classes C, D, E, F, and G to
Positive from Stable. The trends on classes A-1, A-2, X-1, X-2, B,
H, J and K remain Stable.

The upgrades follow the repayment of the three loans in
October 2006, which combined with amortization represents an
11.2% reduction in balance from origination along with the
defeasance of three loans bringing the total defeased to five
loans, representing 7.9% of the pool.

The trend change of classes C through G to Positive from Stable
is due to the 12 loans that mature in 2007.  DBRS completed a
refinance analysis applying a stressed refinance constant to the
balloon amount and based on the most recent cash flow, all 12
loans should be able to refinance at their respective maturities.

The transaction contains 66 of the original 70 loans, with a
total current balance of $415,884,847.  The weighted-average debt
service coverage ratio for the pool has improved to 1.58x from
1.44x at issuance and the weighted-average loan-to-value has
improved from 68.8% at issuance to 63.1%.There are no loans on
the DBRS HotList.

The transaction is concentrated with loans secured by retail
properties consisting of 46% of the pool.  However, the average
LTV for loans secured by retail properties is 65%, and 88% of the
loans secured by retail in the pool are secured by anchored retail
properties that benefit from a store with significant drawing
power serving as part of the collateral.  Forty-five loans have
full recourse to the borrower and/or sponsor.

The largest loan in the pool, Crosswinds Apartments, is secured
by a 347-unit multi-family property located in Ottawa, Ontario.
The property's occupancy and net cash flow have declined from
issuance.  In 2005, the property's revenue declined 3% due to a
decline in occupancy, which is in line with submarket performance,
where vacancy increased from 2004 to 2005.  Voluntary expenses
increased by 10% in 2005, with the largest increase in advertising
and marketing.  As of a February 2006 rent roll, the property is
94.5% occupied, brining it closer to the submarket occupancy of
96.6% for 2006.  Shelter Canadian Properties Limited manages the
property and provides a full recourse guarantee.

The second largest loan in the pool, Montenach Mall, is secured
by a 313,200 square foot mall anchored by Zellers, Super C and
Librarie Citation.  The property is located on a provincial
highway that runs through the rural town of Beloeil, approximately
50 kilometres east of downtown Montreal.

As of Sept. 1, 2006, the property was 97.4 % occupied.  The
property's cash flow has improved, covering debt service at 2.09x.
The loan matures Nov. 1, 2007, and is expected to be able to
refinance.


MESABA AVIATION: Northwest Seeks Formal Approval of Acquisition
---------------------------------------------------------------
Northwest Airlines, Inc., has formally sought the approval of the
U.S. Bankruptcy Court for the Southern District of New York to
acquire the operations of Mesaba Aviation, Inc., as a going
concern pursuant to a Stock Purchase and Reorganization
Agreement.

Northwest has also asked the New York Court to approve a
settlement and compromise with Mesaba.

The Stock Purchase and Reorganization Agreement dated January 22,
2007, represents a comprehensive, global settlement of matters
between Northwest and Mesaba.  Under the deal, Northwest will
receive an allowed $7,300,000 general unsecured claim against
Mesaba.  Mesaba, in turn, will receive an allowed $145,000,000
general unsecured claim against Northwest.

On January 22, 2007, Mesaba filed a plan of reorganization, which
implements the Stock Purchase and Reorganization Agreement.

The Purchase Agreement and Mesaba's Plan provide that all Mesaba
equity will be cancelled and that Mesaba will issue and sell to
Northwest 1,000 new shares of Mesaba common stock.

Mesaba's operations have considerable value to Northwest, Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
Washington, D.C., tells Judge Allan L. Gropper.  "Mesaba's
operations are critical and complementary to Northwest's
business," Mr. Ellenberg says.

Mesaba derives nearly all of its revenue from providing regional
jet services pursuant to an Airline Services Agreement with
Northwest dated August 29, 2005.  Under the ASA, Northwest
establishes the scheduling, pricing, reservations, ticketing and
seat inventories for Mesaba flights.

Mesaba has asserted a $252,821,231 claim against Northwest.  The
Mesaba Allowed Claim will satisfy in full Mesaba's Filed Claim.

Northwest will also pay up to $10,000,000 to Mesaba to assure the
payment of certain allowed administrative expenses in Mesaba's
bankruptcy case.

Northwest has also entered into a separate settlement and
compromise with MAIR Holdings, Inc., Mesaba's parent company.

Unless MAIR will have breached in any material respect its
obligations set forth its settlement with Northwest, if the
closing of the transactions contemplated in the agreement between
Northwest and MAIR will have been consummated, Northwest will
allow Mesaba to use up to $4,500,000 of its cash to pay for
amounts necessary to cure defaults under certain of Mesaba's
contracts.

The deal is also subject to approval by the U.S. Bankruptcy Court
for the District of Minnesota under Mesaba's bankruptcy case.

The deal may be terminated at any time prior to the Closing:

    (i) by mutual consent of Northwest and Mesaba;

   (ii) by Northwest or Mesaba, if the other party breaches the
        Agreement; or

  (iii) by Northwest or Mesaba, if the Closing will not have taken
        place on or prior to April 30, 2007.

Northwest may extend the April 30 Termination Date to May 30,
2007, to give Mesaba time to obtain approval, permit or
authorization from any government authority.

Mesaba may terminate the Purchase Agreement if:

    -- Northwest will not have obtained approval of the deal from
       the Northwest Bankruptcy Court on or prior to March 8,
       2007; or

    -- its board of directors will have approved or recommended,
       or if it will have executed or entered into a definitive
       agreement with respect to, a superior proposal.

If Mesaba pursues a competing proposal, it will have to pay
Northwest a termination fee equal to 3% of the lesser of:

    * the sum of the Allowed Claim plus $10,000,000; and

    * the sum of the aggregate consideration of the Allowed Claim
      -- if sold to a third party -- plus the portion of the
      Allowed Claim that was not disposed, if any, plus
      $10,000,000.

As previously reported, Mesaba has sold the Allowed Claim to
Goldman Sachs Credit Partners, L.P., for about 86.125% of its
value.  Mesaba is expected to receive $124,881,250 in the
aggregate from that sale.

The Purchase Agreement does not benefit any insider, nor does it
unfairly favor any creditor or other party-in-interest, Mr.
Ellenberg assures Judge Gropper.

A full-text copy of the Stock Purchase and Reorganization
Agreement with Mesaba is available at no charge at:

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

The New York Court will consider approval of the Purchase
Agreement on February 27, 2007, at 11:00 a.m.  Objections, if
any, to the transaction must be filed by February 22.

                    About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.

                    About Mesaba Aviation

Headquartered in Eagan, Minn., Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MILLS CORP: Board Says Simon/Farallon Offer is Better
-----------------------------------------------------
The Mills Corporation's Board of Directors disclosed in a
regulatory filing with the Securities and Exchange Commission that
after consultation with its outside counsel and independent
financial advisors, it determined, in accordance with a merger
agreement between The Mills and Brookfield Asset Management Inc.,
that the transaction contemplated by the Simon Property Group Inc.
and Farallon Capital Management LLC offer is more favorable to The
Mills' stockholders than the Brookfield merger and constitutes a
"Superior Competing Transaction," as defined in the Brookfield
merger agreement.

In making its determination, the board considered the advice of
its outside legal counsel and independent financial advisors, and
considered a number of factors, including the higher per-share
consideration that Simon and Farallon have offered and the
likelihood that the Simon/Farallon transaction could be completed
more quickly than the Brookfield merger.

Accordingly, while at this time the merger agreement with
Brookfield remains in effect, the Board of Directors has
authorized The Mills, subject to satisfaction of the terms and
conditions set forth in the Simon/Farallon offer, to terminate the
merger agreement with Brookfield and enter into a definitive
agreement with the Simon/Farallon group, unless, within three
business days, The Mills and Brookfield amend the existing
Brookfield agreement or Brookfield irrevocably agrees to enter
into an amendment to that agreement that causes the transaction
contemplated by the Simon/Farallon offer to cease to be a Superior
Competing Transaction, as defined in the Brookfield merger
agreement.  In accordance with the terms of the Brookfield merger
agreement, The Mills has notified Brookfield of this determination
and is ready and willing to negotiate such an amendment to the
Brookfield merger agreement.

J.P. Morgan Securities Inc. and Goldman, Sachs & Co. are serving
as financial advisors and Wachtell, Lipton, Rosen & Katz and Hogan
& Hartson LLP are serving as legal advisors to The Mills.

As reported in the Troubled Company Reporter on Feb. 7, 2007, the
company received a proposal from Simon/Farallon to acquire The
Mills for $24 in cash per share.

As reported in the Troubled Company Reporter on Jan. 18, 2007, the
company and Brookfield Asset Management Inc. has entered into a
definitive agreement pursuant to which Brookfield will acquire The
Mills for cash at a price of $21 per share, representing a total
transaction value of approximately $1.35 billion for all of the
outstanding common stock of The Mills and common units of The
Mills Limited Partnership, and approximately $7.5 billion
including assumed debt and preferred stock.

                    About The Mills Corporation

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE: MLS) -- http://www.themills.com/-- develops, owns,
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
The Mills Corp. issued a warning in a Securities and Exchange
Commission filing saying that it could file for bankruptcy
protection if it cannot sell all or part of the company amidst
accounting errors and speculations of possible executive
misconduct.


MILSPERING INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Milspering, Inc.
        dba American Medical Wholesale
        145 Vallecitos de Oro, Suite 204
        San Marcos, CA 92069

Bankruptcy Case No.: 07-00706

Type of Business: The Debtor manufactures electric lift chairs
                  specifically designed for people with severe
                  arthritis and other muscular & joint
                  degenerative diseases.  The Debtor also
                  wholesales medical devices.
                  See http://www.americanmedicalwholesale.com/
                  and http://www.milspering.com/

Chapter 11 Petition Date: February 14, 2007

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Gerald N. Sims, Esq.
                  Pyle Sims Duncan & Stevenson
                  401 B Street, Suite 1500
                  San Diego, CA 92101
                  Tel: (619) 687-5200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
GF Health Products, Inc.                 $1,000,648
2935 Northeast Parkway
Atlanta, GA 30360

Merits Health Products, Inc.               $749,530
730 Northeast 19th Place
North Fort Myers, FL 33903

Invacare Corp.                             $274,543
33416 Treasury Center
Chicago, IL 60694

Kendall Healthcare Products                $245,286
15 Hampshire Street, Building 3
Mansfield, MA 02048

Whitestone                                 $244,367
c/o UMB Bank of St. Louis
2 South Broadway
St. Louis, MO 63102

Paper-Pak Products                         $213,942

Humanicare Int.                            $172,356

Hospital Specialty Company                 $160,238

Invacare Supply Group                      $144,938

PMI, Inc.                                  $104,194

FNC Medical Corporation                    $102,391

First Quality Products                      $90,390

Invacare Corporation                        $81,622

Tri-State Surgical Supply & Eq.             $68,748

American Express                            $62,814

Mason Medical Products                      $58,898

Golden Technologies                         $40,520

G. Hirsch                                   $37,098

Chester Labs, Inc.                          $35,093

ED 1125 LLC                                 $27,650


MORGAN STANLEY: Moody's Holds B3 Rating on $3 Mil. Class Q Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of 15 classes of Morgan Stanley Capital I
Trust 2004-HQ3, Commercial Mortgage Pass-Through Certificates,
Series 2004-HQ3 as:

   -- Class A-1, $29,123,040, Fixed, affirmed at Aaa
   -- Class A-2, $319,750,000, Fixed, affirmed at Aaa
   -- Class A-3, $145,475,000 Fixed, affirmed at Aaa
   -- Class A-4, $547,150,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $16,562,000, Fixed, upgraded to Aaa from Aa1
   -- Class C, $16,562,000, Fixed, upgraded to Aaa from Aa2
   -- Class D, $13,250,000, Fixed, upgraded to Aa1 from Aa3
   -- Class E, $19,875,000, Fixed, upgraded to Aa3 from A1
   -- Class F, $13,250,000, Fixed, upgraded to A1 from A2
   -- Class G, $16,562,000, Fixed, upgraded to A2 from A3
   -- Class H, 16,562,000, Fixed, affirmed at Baa1
   -- Class J, $11,594,000, Fixed, affirmed at Baa2
   -- Class K, $23,187,000, Fixed, affirmed at Baa3
   -- Class L, $6,625,000, Fixed, affirmed at Ba1
   -- Class M, 6,625,000, Fixed, affirmed at Ba2
   -- Class N, $6,625,000, Fixed, affirmed at Ba3
   -- Class O, $4,968,000, Fixed, affirmed at B1
   -- Class P, $3,313,000, Fixed, affirmed at B2
   -- Class Q, $3,312,165, Fixed, affirmed at B3

As of the Jan. 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 6.5%
to $1.2 billion from $1.3 billion at securitization.  The
Certificates are collateralized by 91 mortgage loans ranging in
size from less than 1.0% to 15.1% of the pool, with the top 10
loans representing 56.9% of the pool.  The pool includes four
shadow rated investment grade loans comprising 30.1% of the pool.
Eight loans, representing 13.3% of the pool balance, have defeased
and are collateralized by U.S. Government securities.

One loan has been liquidated from the pool, resulting in an
approximate loss of $1.1 million.  Currently there are no loans in
special servicing. Six loans, representing 3.9% of the pool, are
on the master servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for approximately 80.2% and 56.0%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 89.7%, compared to 93.4% at securitization.  Moody's
is upgrading Classes B, C, D, E, F and G due to stable overall
pool performance, defeasance and increased credit support.

The largest shadow rated loan is the Arundel Mills Loan at
$187.0 million (15.1%), which is secured by the borrower's
interest in a 1.3 million square foot regional outlet mall located
approximately eight miles south of downtown Baltimore in Hanover,
Maryland.  The property is owned by the Mills Corporation and Kan
Am and focuses on entertainment oriented retail.  The largest
tenants are Bass Pro Shops Outdoor and Burlington Coat Factory.
The loan is interest only for its entire term. Moody's current
shadow rating is A3, the same as at securitization.

The second shadow rated loan is the GIC Office Portfolio Loan at
$110.0 million (8.9%), which is a pari passu interest in a
$700.0 million first mortgage loan.  The loan is secured by 12
office properties totaling 6.4 million square feet located in
seven states.  The highest geographic concentrations are Chicago,
San Francisco and suburban Philadelphia.  The portfolio is 90.6%
occupied, essentially the same as at securitization.  The Chicago
concentration is comprised of two buildings -- the AT&T Corporate
Center and the USG Building.  The performance of these properties
has declined slightly since securitization.  The loan sponsor is
Prime Plus Investments, Inc., a private REIT wholly owned by the
Government of Singapore Investment Corporation Pte Ltd.  The loan
matures in January 2014 and is structured with an initial
five-year interest only period.  Moody's current shadow rating is
A2, the same as at securitization.

The third shadow rated loan is the Stone Ridge at University
Center Loan at $40.0 million (3.2%), which is secured by a
630-unit multifamily property located in Ashburn, Virginia.  As of
March 2006 the property was 90.0% occupied, compared to 97.0% at
securitization.  Despite the decline in occupancy, financial
performance has been stable.  The loan is interest only for its
entire term.  Moody's current shadow rating is Aa3, the same as at
securitization.

The fourth shadow rated loan is the International Plaza Loan at
$35.4 million (2.9%), which represents a pari passu interest in a
$178.9 million first mortgage loan.  The loan is secured by the
borrower's interest in a 1.2 million square foot regional mall
located in Tampa, Florida.  The center is the dominant mall in its
trade area and is anchored by Dillard's, Nordstrom and Neiman
Marcus.  The center is 97.0% occupied, the same as at
securitization.  The property's net cash flow has improved
significantly since securitization.  Mall shop sales were $700 per
square foot in 2006, compared to $400 per square foot at
securitization.  Moody's current shadow rating is Aaa, compared to
Baa3 at securitization.

The top three conduit loans represent 18.1% of the outstanding
pool balance.  The largest conduit loan is the Harbor Steps
Apartments Loan at $99.0 million (8.0%), which is secured by a
738-unit high rise apartment complex located in downtown Seattle,
Washington.  As of June 2006 the property was 96.0% occupied,
compared to 91.0% at securitization.  Moody's LTV is 82.9%,
compared to 85.8% at securitization.

The second largest conduit loan is the Alamo Quarry Market &
Quarry Crossing Loan at $41.1 million (4.1%), which represents a
pari passu interest in a $108.8 million first mortgage loan.  The
loan is secured by a 590,000 square foot power center located in
San Antonio, Texas.  As of June 2006 the center was 98.0%
occupied, essentially the same as at securitization.  Major
tenants include Regal Cinema, Bed Bath & Beyond, Whole Foods and
Borders Books.  The property's performance has been impacted by
increased expenses. Moody's LTV is in excess of 100.0%, compared
to 99.2% at securitization.

The third largest conduit loan is the Wells Fargo Tower Loan at
$59.2million (4.8%), which represents a pari passu interest in a
$248.2 million first mortgage loan.  The loan is secured by a
1.4 million square foot Class A office building located in
downtown Los Angeles, California.  As of year-end 2005 the
property was 89.0% leased, compared to 84.0% at securitization.
The property is anchored by Wells Fargo Bank N.A. and Gibson Dunn
& Crutcher.  The loan was interest only for the first 35 months of
its term.  Moody's LTV is 91.0%, essentially the same as at
securitization.

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


MORTGAGE LENDERS: Can Access Cash Collateral Until March 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Mortgage Lenders Network USA Inc. authority, on an interim basis,
to use Residential Funding Company LLC's cash collateral.

The Debtor's right to use the Cash Collateral will commence on
the date of its bankruptcy filing and expire on the earliest of:

   (i) the close of business on March 30, 2007;

  (ii) the completion of transfer of all servicing obligations
       with respect to the Owned Services Loans, Emax Serviced
       Loans and Master Serviced Loans and the completion of the
       sale or transfer of servicing of all MLN Serviced Loans;
       or

(iii) the occurrence of a Termination Date.

The Debtor may use the Cash Collateral for working capital to
support servicing and sale of mortgage loans and to fund fees of
professionals.

The Court authorizes the Debtor to grant RFC superpriority
administrative expense claim and certain security interests and
liens as adequate protection for any diminution in the value of
RFC's interests in the Collateral.

                         Prepetition Debt

Prior to filing for bankruptcy, the Debtor obtained funds from
Residential Funding, under two prepetition agreements:

                                       Amount Outstanding
     Prepetition Agreement             at February 2, 2007
     ---------------------             -------------------
     Fourth Amended and Restated           $442,413,085
     Warehousing Credit, Senior
     Working Capital and Security
     Agreement dated June 30, 2006

     Amended and Restated Loan               $1,500,000
     Agreement (Convertible Debt)
     dated May 21, 2004

Under the Warehousing Credit Agreement, Mortgage Lenders Network
obtained advances against certain types of mortgage loans and
other collateral, as well as advances for working capital
purposes.  The advances are secured generally by mortgage loans
in respect of which the advances were made.

The convertible debenture issued under the Convertible Debt Loan
Agreement to RFC is, at RFC's option, convertible into 9.5% of
the fully diluted equity of Mortgage Lenders Network.  Amounts
outstanding under the Convertible Debt Loan Agreement are secured
by a second lien in the collateral that secures repayment of
amounts under the Prepetition Credit Agreement.

Mortgage Lenders Network also sells mortgage loans, on a
servicing-released basis, to RFC under a Client Contract and
Client Guide.

According to Daniel Scouler, Mortgage Lenders Network's chief
restructuring officer, all loan commitments under the Warehousing
Credit Agreement were terminated pursuant to a Forbearance
Agreement, a Sixth Amendment to the Warehousing Credit Agreement,
and an amendment to the Convertible Debt Agreement executed
January 4, 2007.  RFC, however, agreed to make discretionary
advances until January 19 to fund retail mortgage loans
originated by Mortgage Lenders Network.

Mr. Scouler also relates that Mortgage Lenders Network serves as
sub-servicer for certain loans serviced by its affiliate, Emax
Financial Group LLC.  Emax, as servicer, and Mortgage Lenders
Network, as sub-servicer, are obligated to service mortgage loans
owned or master serviced by RFC pursuant to RFC's Servicer Guide.
The Servicing Agreement between Mortgage Lenders Network and
Emax, has a stated termination date of February 28, 2007.

On January 24, 2007, Freddie Mac terminated Mortgage Lenders
Network's servicing rights.  On the same date, RFC notified Emax
and Mortgage Lenders Network that it was immediately terminating
Emax's servicing rights.

Under RFC's Service Guide and its Servicing Agreement with
Mortgage Lenders Network, the Debtor is obligated to transfer
servicing of the loans in an orderly and efficient manner after
termination.  Mr. Scouler says the process for transferring the
servicing of RFC's loans has begun and is expected to have been
completed before the Petition Date.  The transfer of servicing of
mortgage loans owned by Emax and pledged to RFC, and mortgage
loans master serviced by RFC is expected to be completed on or
before March 1, 2007, unless extended by RFC.

Mr. Scouler notes that the RFC Owned Serviced Loans have an
outstanding Unpaid Principal Balance of approximately
$847,000,000.  The aggregate UPB of the Master Serviced Loans and
the Emax Serviced Loans is approximately $7,939,000 and
$429,000,000.

Prior to termination, Emax paid to Mortgage Lenders Network a
servicing fee equal to 32 basis points per annum.  No servicing
fee is payable for mortgage loans owned by the Debtor but pledged
to RFC.

Mr. Scouler tells the Court that Mortgage Lenders Network may not
generate sufficient cash collateral to operate its business.
Mortgage Lenders Network, Mr. Scouler continues, also does not
have the ability to adequately protect RFC's security interests
or complete its servicing obligations without the use of RFC's
Cash Collateral or additional financing.

The Debtor and its estate will suffer immediate and irreparable
harm unless the Debtor is immediately authorized to use cash
collateral, Mr. Scouler contends.

Mr. Scouler adds that RFC is willing to consent to the use of
cash collateral, limited to the collections of principal and
interest on the Debtor's mortgage loans pledged to RFC, and
subject to a budget.

As adequate protection for any diminution in the value of RFC's
interest in the Collateral resulting from (i) Mortgage Lenders
Network's use of the Cash Collateral; or (ii) its breach, after
the Petition Date, of any obligation regarding servicing, sale,
or transfer of loans, the Debtor proposes to grant RFC:

   (i) pursuant to Sections 361 and 363 of the Bankruptcy Code, a
       superpriority administrative expense claim with priority
       over all administrative expenses of the kind specified in
       Sections 105, 326, 328, 503(b), 506(c), 507(a), 507(b) and
       726;

  (ii) pursuant to Sections 361 and 363, a perfected junior
       security interest and lien in the Collateral securing the
       Debtor's obligations under a new postpetition DIP
       financing agreement with RFC, which is subject to
       prepetition non-avoidable, valid, enforceable and
       perfected liens in favor of other parties; and

(iii) pursuant to Sections 361 and 363, a perfected first
       priority priming security interest in the DIP Collateral,
       which is not subject to Prior Claims or which is
       Prepetition Collateral.

                    About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.  The Debtor's exclusive period to file a chapter 11
plan expires on June 5, 2007.


MORTGAGE LENDERS: Can Obtain Up to $3 Million of DIP Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved,
on an interim basis, Mortgage Lenders Network USA Inc.'s request
to obtain up to $3,000,000 in cash advances and other extensions
of credit from Residential Funding Company LLC.

The rate of interest to be charged on DIP Loans and other
extension of credit to the Debtor under the DIP Agreement will be
at a rate of LIBOR plus 4% per annum.

The Debtor will pay RFC a $50,000 commitment fee upon execution of
the DIP Agreement.

Mortgage Lenders Network has $7,900,000 in assets to distribute
to unsecured creditors owed at least $117,000,000, Judge Walsh
noted at the February 7, 2007 hearing, according to Bloomberg
News.  "Obviously, in a liquidation, this is a limited recovery,"
Judge Walsh said.

                         Need for Financing

The Debtor says that it needs the money for working capital
purposes, and to support the servicing and sale of mortgage loans
and to fund fees of professionals.

The Debtor must have access to the DIP Revolving Loans, Daniel
Scouler, Mortgage Lenders Network's chief restructuring officer,
tells Judge Walsh.  If the DIP Facility is not approved, the
Debtor may not be able to orderly liquidate and parties for whom
the Debtor services loans will suffer irreparable harm, Mr.
Scouler explains.

Mr. Scouler notes that Mortgage Lenders Network may be unable to
service loans for its customers while its wind-down is completed.

"The Debtor's effort to sell its assets will be completely
derailed," Mr. Scouler says.

Mr. Scouler relates that Mortgage Lenders Network has been unable
to obtain financing from other capital sources, given its
extremely distressed financial condition.  No other lender or
capital source will provide the Debtor with postpetition
financing on terms equal or more favorable to the estate than the
proposed DIP Facility under the circumstances.

Pursuant to the terms of a Loan and Security Agreement dated
February __, 2007, RFC will receive security interests in and
liens and mortgages on all prepetition and postpetition assets of
the Debtor.  The DIP Liens will secure both the Debtor's
obligations under the DIP Facility and under its prepetition
financing arrangements with RFC.

The DIP Liens will extend to Mortgage Lenders Network's avoidance
claims under Sections 544, 545, 547, 548, 551 and 553.  However,
the Debtor is entitled to maintain control of the Avoidance
Actions.

The DIP Liens (a) will constitute first priority liens in and to
all Collateral to the extent Mortgage Lenders Network's assets is
not subject to any valid, perfected, enforceable and non-
avoidable lien in existence as of the Petition Date other than
the Lender's lien, and (b) would be immediately junior in
priority to any and all other valid, perfected, enforceable and
non-avoidable liens on the Debtor's assets in existence as of the
Petition Date other than statutory and governmental liens filed
or otherwise perfected prior to the Petition Date.

The Debtor's obligations under the DIP Facility will have
superpriority administrative expense status subject to a carve
out for professional fees and certain other fees, and any Prior
Liens.

All outstanding advances under the DIP Facility will bear
interest at a floating rate per annum equal to a current rate of
LIBOR plus 4%.

The Debtor's DIP Obligations will be due and payable on the
earliest to occur of (i) April 28, 2007 unless extended; or (ii)
the occurrence of an Event of Default.

The Debtor also seeks permission to pay a $50,000 commitment fee
to RFC.  The Debtors will also pay an Unused Line Fee equal to
1/2 of 1% per annum on every dollar committed by RFC but not
borrowed by the Debtor.

In addition to customary events of default, the suspension of RFC
by any court or governmental agency from continuing to conduct
all or any material part of its business, or the appointment of a
trustee, receiver or custodian for RFC or any of its properties
also constitutes an event of default.

A full-text copy of Mortgage Lenders Network's Loan and Security
Agreement with RFC is available at no charge at:

               http://ResearchArchives.com/t/s?19e3

                      About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.  The Debtor's exclusive period to file a chapter 11
plan expires on June 5, 2007.


NASDAQ STOCK: Fourth Quarter 2006 Net Income Rose to $63 Million
----------------------------------------------------------------
The Nasdaq Stock Market Inc. reported fourth quarter 2006 net
income of $63.0 million, an increase of $45.9 million from
$17.1 million in the fourth quarter of 2005, and an increase of
$32.8 million from $30.2 million in the third quarter of 2006.

Net income for the full year 2006 was $127.9 million versus net
income of $61.7 million for the full year 2005.  Included in
fourth quarter 2006 net income is a $29.4 million gain, net of
tax, on foreign currency option contracts purchased to hedge the
foreign exchange exposure on the acquisition bid for the London
Stock Exchange.

Operating income was $68.1 million for the fourth quarter of 2006,
an increase of $34.9 million, or 105.1% when compared to
$33.2 million for the fourth quarter of 2005, and up slightly from
$67.9 million for the third quarter 2006.  Operating income for
the full year was $214.1 million, an increase of 88.3% when
compared to $113.7 million for the full year 2005.

Gross margin, representing total revenues less cost of revenues,
was $183.1 million in the fourth quarter of 2006, an increase of
32.1% from $138.6 million in the year-ago period, and up 7.0% from
$171.2 million reported in the third quarter of 2006.  Gross
margin for the full year 2006 was $687.4 million, an increase of
30.7% from $526.0 million in 2005.

Commenting on the results, NASDAQ's chief executive officer,
Robert Greifeld, said, "[o]ur strong financial results point to
the success that we achieved in 2006.  During the year we began
operations as a national securities exchange, completed the
migration of Nasdaq-listed stocks to a single trading platform,
increased our share of U.S. equity trading and initial public
offerings, and continued to increase the value proposition for
listing on NASDAQ by offering more products and services."

Mr. Greifeld concluded, "We enter 2007 with a stronger core
business that will support our new growth initiatives to increase
revenue and profitability. We plan to achieve this by gaining
market share and through new initiatives such as our planned
options exchange and Portal market."

                         Recent Highlights

    * Achieved new market share highs in trading NYSE- and Amex-
      listed stocks.  Matched market share for NYSE-listed stocks
      increased in December 2006 to 14.2%, up from 5.5% in
      December 2005.  Matched market share for AMEX-listed stocks
      increased to 24.6% in December 2006, up from 19.7% in
      December 2005.

    * Completed the migration to single book platform for
      Nasdaq-listed securities, providing market participants with
      a deeper liquidity pool, improved system performance and
      greater order interaction.

    * Continued success in obtaining switches from other markets,
      with 94 companies transferring their listing to NASDAQ
      during the year.

    * Redeemed the Series D preferred stock that had been issued
      to NASD.  NASD no longer maintains voting control over
      NASDAQ.

    * Fully integrated the newly acquired press release newswire
      service, PrimeNewswireSM.

Charges Associated with NASDAQ's Cost Reduction Program and INET
Integration Included in total expenses for the fourth quarter 2006
are pre-tax charges of $4.6 million relating to NASDAQ's
continuing efforts to reduce operating expenses and improve the
efficiency of its operations, as well as to integrate INET. These
charges include:

    * Technology Review - NASDAQ recorded expenses of $3.3 million
      in the quarter associated with its technology review, in
      which it previously changed the estimated useful life of
      some assets as it migrates to lower cost operating platforms
      and processes.

    * Workforce Reductions - NASDAQ recorded charges of
      $1.3 million in the quarter for severance and outplacement
      costs.

"During the year we continued to demonstrate our ability to
effectively integrate acquisitions while driving innovation and
growth in our core businesses.  The fourth quarter 2006 represents
an impressive string of nine consecutive quarters of sequential
top-line growth for NASDAQ.  Operating margins also improved, with
operating income for 2006 increasing by 88.3% when compared to the
prior year.  This consistent record of performance improvement
highlights our ability to compete effectively in a rapidly
changing marketplace," David Warren, NASDAQ's chief financial
officer, said.

                          Failed LSE Bid

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Nasdaq failed in its attempt to buy the London Stock Exchange PLC.
LSE shareholders rejected Nasdaq's $5.3 billion bid on Feb. 10,
2007, reports said.

According to Nasdaq, only 0.41% of LSE's ordinary shares were
tendered and accepted.  Its existing 28.75% share of LSE's stock
plus the newly accepted shares fell short of the 50% it needed to
begin taking control of the London exchange.

Nasdaq Chief Executive Officer Bob Greifeld, in a statement to the
media, said, "Nasdaq will continue to pursue other opportunities
to build on its existing position as the world's largest
electronic equities exchange and we look forward to maintaining
our strong track record of creating shareholder value through our
industry-leading business model and strategy."

According to various news articles, the LSE is in talks with the
Tokyo Stock Exchange to explore a strategic alliance.

LSE previously indicated that Nasdaq's $24.42 offer is too low.
Nasdaq, on the other hand, refused to up the ante because it
believes that LSE's stock is overvalued.

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service confirmed the Ba3 ratings of The NASDAQ
Stock Market Inc. following NASDAQ's Feb. 10 disclosure that its
Final Offer to acquire the LSE has lapsed.

NASDAQ's rating outlook is stable.  The rating action concludes
Moody's review that commenced on Nov. 20, 2006.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the
largest electronic equity securities market in the United States
with approximately 3,200 companies.


NEW CENTURY: S&P Places Ratings on Negative CreditWatch
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 18
subordinate classes from 11 different residential mortgage-backed
securities transactions issued in 2006 on CreditWatch with
negative implications.  The affected classes are rated 'BBB-',
'BB+', and 'BB'.

The CreditWatch placements reflect early signs of poor performance
of the collateral backing these transactions.  Most of the
transactions were issued during the first half of 2006.  The
percentage of loans in these pools that are severely delinquent
ranges from 2.77% to 13.46%.  Losses range from zero to 1.30%.

Placing Standard & Poor's ratings on CreditWatch when a
transaction has not experienced a loss represents a new
methodology derived from its normal practice.  The combination of
early high delinquencies and minimal or no loss experience had
not been seen in the performance exhibited by prior vintages.
Because there have been no substantial cumulative realized losses,
Standard & Poor's measured deal performance against the stressed
time to disposition of the loans and a reinstatement rate
assumption of zero for all severely delinquent loans.

Many of the 2006 transactions may be showing weakness because of
origination issues, such as aggressive residential mortgage loan
underwriting, first-time home-buyer programs, piggyback second-
lien mortgages, speculative borrowing for investor properties, and
the concentration of affordability loans.

Most of the transactions with subordinate ratings being placed on
CreditWatch were issued during the first half of 2006, before
Standard & Poor's  raised its loss coverage levels for loans with
the layered risks mentioned above.  Three of the affected
transactions were closed-end second-lien deals that were
issued during the second half of 2006.

Standard & Poor's consecutively raised the 'BBB' loss coverage
levels for transactions issued from the first through fourth
quarters of 2006.  The average quarterly 'BBB' loss coverage
levels during the year were as follows: 7.36% in the first
quarter, 7.83% in the second quarter, 12.10% in the third quarter,
and 12.70% in the fourth quarter.

The extent to which the high levels of severely delinquent
mortgage loans result in increased levels of actual realized
losses will ultimately determine the extent of future rating
actions on these transactions and others in the 2006 vintage.
Generally, transactions issued during the second half of 2006
are passing the stress levels based on the January 2007 reported
data, primarily because they typically have more loss coverage.
Increased loss coverage was introduced for the deals issued in
July 2006.

Credit support for each series is derived from either
subordination or a combination of subordination, excess interest,
and overcollateralization (O/C).  O/C levels are at or near their
targets, and subordination amounts have not yet declined
significantly.

Standard & Poor's will continue to closely monitor the performance
of these transactions.

Over the next three months, Standard & Poor's will monitor the
losses incurred as a result of the liquidation of REO assets.  If
these losses are material, and if delinquencies continue at their
present pace, Standard & Poor's would expect to lower its ratings
up to three notches depending on individual performance.

Conversely, if the delinquency rates decline and substantial
cumulative losses are not realized, Standard & Poor's will affirm
the ratings and remove them from CreditWatch negative.

Additionally, Standard & Poor's has determined that the
CreditWatch placements affecting the ratings on these RMBS
tranches will have no impact on outstanding CDO ratings.

These transactions are collateralized by subprime, Alt-A, or
closed-end second-lien loans.  The transactions were initially
backed by pools of fixed- and adjustable-rate mortgage loans
secured by first, second, or third liens on one- to four-family
residential properties.

Standard & Poor's will hold a teleconference Thursday,
Feb. 15, 2007, at 10:00 a.m. to discuss market concerns regarding
the performance of many of the transactions issued in 2006 and the
impact of the rating performance of these transactions on CDO
transactions.  This discussion will focus on Standard & Poor's
rationale and methodology used for the CreditWatch actions
detailed in this release.  The details for the teleconference are
listed below the ratings list.

                Ratings Placed On Creditwatch Negative

               Asset-Backed Certificates Trust 2006-IM1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-IM1   B            BBB-/Watch Neg   BBB-

                        GSAMP Trust 2006-S5

                                            Rating
                                            ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-S5    M-7          BBB-/Watch Neg   BBB-
             2006-S5    B-1          BB+/Watch Neg    BB+
             2006-S5    B-2          BB+/Watch Neg    BB+

              New Century Home Equity Loan Trust 2006-S1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-S1    M-7          BB+/Watch Neg    BB+
             2006-S1    M-8          BB+/Watch Neg    BB+

        Securitized Asset Backed Receivables LLC Trust 2006-NC1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-NC1   B-3          BBB-/Watch Neg   BBB-

                 Structured Asset Investment Loan Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-1     B1           BBB-/Watch Neg   BBB-
             2006-1     B2           BB+/Watch Neg    BB+
             2006-2     B2           BB/Watch Neg     BB
             2006-BNC1  B2           BB+/Watch Neg    BB+
             2006-BNC2  B2           BB/Watch Neg     BB

         Structured Asset Securities Corp. Mortgage Loan Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-BC1   B3           BB/Watch Neg     BB

                       Terwin Mortgage Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               -----
             2006-6     I-B-7        BB+/Watch Neg    BB+
             2006-6     I-B-8        BB/Watch Neg     BB
             2006-6     II-B-5       BB+/Watch Neg    BB+
             2006-6     II-B-6       BB+/Watch Neg    BB+
             2006-8     I-B-8        BB+/Watch Neg    BB+


NEWTRAC PACIFIC: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Newtrac Pacific, Inc.
        4918 North Harbor Drive, Suite 101
        San Diego, CA 92106

Bankruptcy Case No.: 07-00725

Chapter 11 Petition Date: February 15, 2007

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Michael T. O'Halloran, Esq.
                  1010 Second Avenue, Suite 1727
                  San Diego, CA 92101-4908
                  Tel: (619) 233-1727
                  Fax: (619) 233-6526

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Sorrento Carlsbad, LLC           10% Realty Co-Owner     $250,000
4370 La Jolla Village Drive
Suite 640
San Diego, CA 92122

Ashwill Associates               Sales Commissions       $225,000
17890 Castleton Street
Suite 128
Rowland Heights, CA 91748

Dan Salas                        Legal Fees               $15,000
401 West A Street, Suite 2220
San Diego, CA 92101

Rincon Consultants               Services                 $14,466
790 East Santa Clara Street
Ventura, CA 93001


NORTHWEST AIRLINES: Wants Sanction Imposed on Ad Hoc Equity Panel
-----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to impose
civil contempt sanctions on the Ad Hoc Committee of Equity
Security Holders as a result of the panel's improper and blatant
disregard of the Court's explicit orders staying discovery with
respect to its request for appointment of an equity panel.

At the discovery conference on the Ad Hoc Equity Committee's
Motion in January 2007, the Court held that no discovery in
connection with the panel's Motion will commence until after the
Debtors file a Disclosure Statement explaining their Plan of
Reorganization on February 15, 2007, Bruce R. Zirinsky, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, relates.

In a "blatant and willful" disregard of the Court's rulings, Mr.
Zirinsky says, the Ad Hoc Equity Committee served on February 7,
2007, subpoenas requesting both documents and deposition
testimony on nine third parties:

   -- the Official Committee of Unsecured Creditors;
   -- the Debtors' financial advisor, Seabury Group LLC;
   -- Delta Air Lines;
   -- The Blackstone Group, financial advisor to Delta Air Lines;
   -- American Airlines;
   -- Continental Airlines Inc.;
   -- UAL Corporation;
   -- Lehman Brothers Inc.; and
   -- Deutsche Bank Securities Inc.

The Ad Hoc Equity Committee asked the Discovery Parties to
produce documents related to, among others:

   (a) a potential merger, consolidation, sale or any other
       business combination between the Debtors and any other
       entity, including Delta;

   (b) a valuation of or any transaction involving the share of
       Series B preferred stock in Continental Airlines, known as
       the Golden Share, held by Northwest Airlines, Inc.;

   (c) exit financing proposals in any form, like rights
       offering, and debt capacity analyses;

   (d) valuation and solvency analyses of Northwest's Pacific
       routes, Northwest Airlines Cargo, the WorldPerks plan,
       hard asset appraisals, including aircraft, and non-
       core/non-operating assets; and

   (e) board minutes with regard to the hiring of Evercore, the
       Debtors' merger advisor, Evercore's pitch materials,
       strategic alternative analyses, and documents reflecting
       any discussions between Evercore and potential buyers or
       other counterparties to a transaction with the Debtors.

The Wall Street Journal reported in January 2007 that Northwest
and Delta had been in recurring talks about a possible merger.
Both companies' CEOs have denied the report.

In December 2006, Bloomberg News reported that United and
Continental were also discussing a merger.  Bloomberg noted,
however, that one potential complication in a United-Continental
combination is the Golden Share Northwest received from
Continental in 2001.

In settling a dispute over an alliance to sell seats on each
other's planes, Northwest has the power to block a Continental
merger in cases involving a shareholder vote, Bloomberg
explained.  However, Continental may avoid the Golden Share
provision if it makes an all-cash acquisition, Bloomberg said.

The Ad Hoc Equity Committee also asked for documents showing the
amount of claims against the Debtors, the validity of the claims
against the Debtors, and the likely allowed amount of claims
against the estate.  The panel also sought data underlying the
intercompany claims, including the $384,000,000 intercompany
claim owed to Northwest Airlines Corporation.

On January 23, 2007, Northwest disclosed in a regulatory filing
with the Securities and Exchange Commission that the aggregate
dollar amount of unsecured claims that will eventually be allowed
against them is in the range of $8,750,000,000 to $9,500,000,000.

The documents requested by the Ad Hoc Equity Committee relate to
issues beyond the scope of the hearing on the Ad Hoc Committee
Motion, Mr. Zirinsky says.

"[I]t is clear that the Ad Hoc Committee is determined to try to
disrupt and delay the reorganization process through improper
discovery tactics," Mr. Zirinsky tells Judge Gropper.

Mr. Zirinsky also argues that the Debtors will need to devote
substantial time and resources to prepare and file their
Disclosure Statement by the February 15, 2007 deadline set by the
Court.  If the Debtors are diverted from this task, their ability
to meet the February 15 deadline will be impaired, Mr. Zirinsky
explains.

The Debtors' counsel has asked Kasowitz, Benson, Torres &
Friedman LLP, the Ad Hoc Equity Committee's counsel, to:

   -- withdraw the subpoenas and notices of deposition;

   -- confine the depositions to those witnesses each party
      identifies as an individual who will or may testify at the
      evidentiary hearing on the Ad Hoc Committee Motion;

   -- defer document discovery until the Ad Hoc Committee reviews
      the Disclosure Statement information.

The Ad Hoc Committee's counsel, however, refused.

The Debtors also ask Judge Gropper to limit the nature and scope
of discovery the Ad Hoc Equity Committee may seek in regard to
its Motion, and quash the subpoenas the Ad Hoc Committee served
on third parties.

The Debtors want the Ad Hoc Equity Committee to pay for their
attorneys' fees and costs for filing the Contempt Motion.

The Debtors also want the Ad Hoc Equity Committee to file a
verified statement pursuant to Rule 2019(a) of the Federal Rules
of Bankruptcy Procedure.

          Other Discovery Parties Want Subpoena Quashed

Delta Air Lines, Inc., and its financial advisors, The Blackstone
Group L.P.; the Official Committee of Unsecured Creditors in
Northwest's case; and AMR Corp. and its affiliate, American
Airlines, Inc., want the subpoenas issued to them quashed.  They
also want the Ad Hoc Equity Committee to pay for their attorneys'
fees and costs.

The expert valuation opinions requested by the Ad Hoc Equity
Committee cannot be properly obtained through a third-party
subpoena, Benjamin S. Kaminetzky, Esq., at Davis Polk & Wardwell,
in New York, says on behalf of Delta and Blackstone.  That data
is considered trade secrets, confidential research, confidential
commercial information and the opinions of experts, and is
protected from disclosure under Rule 45(c) of the Federal Rules
of Civil Procedure, Mr. Kaminetzky argues.

The Subpoenas also violate the automatic stay imposed in Delta's
bankruptcy case, Mr. Kaminetzky points out.

Delta and Northwest both filed for Chapter 11 protection on
September 14, 2005, before the U.S. Bankruptcy Court for the
Southern District of New York.  Delta's case is presided by Judge
Adlai Hardin.

Mr. Kaminetzky also contends that the Ad Hoc Equity Committee's
Subpoenas cannot possibly procure relevant evidence or testimony
with respect to the panel's request for appointment of an
official equity committee.

"The decision to appoint an equity committee rests on a narrow
determination based upon the utility of such a committee, not a
full and final valuation of the Debtors," Mr. Kaminetzky says.

Mr. Kaminetzky notes that any of Delta's or its advisors'
opinions about valuations relating to the Debtors would be based
on information readily available to the Ad Hoc Equity Committee.

American is not a party in the dispute, let alone in any matter
before the Court relating to Northwest's Chapter 11 cases, in any
respect, Richard A. Rothman, Esq., at Weil, Gotshal & Manges LLP,
in New York, says.

American has not made a bid for the Debtors and has no interest
or intention to formulate a plan of reorganization for the
Debtors, Mr. Rothman tells the Court.

"Any valuation analysis performed by American would have been
prepared solely in connection with its evaluation of the
competitive environment and for strategic business purposes
utilizing publicly available information and American's
proprietary business methodologies," Mr. Rothman says.

The Ad Hoc Equity Committee's document request is nothing more
than an attempt to sidestep the Court's prior rulings, Brett H.
Miller, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., on
behalf of the Creditors' Committee.

                 Ad Hoc Equity Committee Objects

The Debtors' request for sanctions is a bully's tactic, David S.
Rosner, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New
York, contends on behalf of the Ad Hoc Committee of Equity
Security Holders.

The Ad Hoc Equity Committee has not violated any Court orders,
Mr. Rosner explains.  The panel narrowly tailored limited third
party discovery to seek relevant information that is likely to
lead to admissible evidence on its pending request for
appointment of an official equity committee.

Mr. Rosner also points out that at the January 23, 2007 informal
discovery conference, the Court permitted parties to use the time
leading up to filing of the Disclosure Statement for certain
discovery, including (i) production of the exhibits from the 1113
hearing, (ii) production of any finalized but non-public
financial statements, which the Debtors have not produced, and
(iii) suggestion that the Debtors may take discovery, if any is
appropriate, of the Ad Hoc Equity Committee.

"The Court's remarks are plainly inconsistent with a blanket stay
of discovery," Mr. Rosner asserts.

However, if the Court did intend to stay all discovery at the
January 23 conference, the Ad Hoc Equity Committee's acts were a
case of good faith misunderstanding and not susceptible to
sanction, Mr. Rosner says.

The Ad Hoc Equity Committee must prove that the shareholders are
not adequately represented and the Debtors are not hopelessly
insolvent, Mr. Rosner tells Judge Gropper.

Through very few, limited third party document requests, Mr.
Rosner explains, the Ad Hoc Equity Committee sought documents
reasonably calculated to lead to the discovery of admissible
evidence:

   (1) merger documents to show the Debtors' value, distributable
       to equity, as a strategic partner and to show the likely
       existence of a post-confirmation transaction that, absent
       adequate shareholder representation, would deny
       shareholders' rightful recovery;

   (2) valuation documents to show the Debtors' enterprise and
       specific asset value, distributable to equity, from
       entities with specific knowledge; and

   (3) "Golden Share" valuation documents to show the value,
       distributable to equity, of the Debtors' unique "Golden
       Share" asset.

The documents may or may not assist the Ad Hoc Equity Committee
in carrying its burden, but "certainly the Debtors should not
attack, abuse, bully, and punish the Ad Hoc Committee merely for
asking for them," Mr. Rosner says.

The Ad Hoc Equity Committee also relates that the Debtors'
Bankruptcy Rule 2019 attack "may be the sharpest practice" in
their request for sanctions.

Mr. Rosner says the Debtors and the Creditors' Committee have
agreed in writing to resolve all disputes concerning the Ad Hoc
Equity Committee's Rule 2019 disclosure.  Moreover, Kasowitz
Benson's Rule 2019 statement comports with industry practice and
custom, and with every Rule 2019 statements filed in the case,
including that of Cadwalader, Wickersham & Taft's.

Kasowitz Benson -- not the Ad Hoc Equity Committee -- is the
entity that represents more than one shareholder within the
meaning of Rule 2019, Mr. Rosner clarifies.  The Ad Hoc Committee
does not represent any other shareholders.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 56; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Files Disclosure Statement in New York
----------------------------------------------------------
Northwest Airlines Corporation and certain of its subsidiaries
have filed their Disclosure Statement with the U.S. Bankruptcy
Court for the Southern District of New York on Feb. 15, 2007.  The
disclosure statement provides additional information and details
regarding the company's Plan of Reorganization, filed with the
court on Jan. 12, 2007, and amended with yesterday's filing.

The disclosure statement provides an overview of Northwest's
business plan, which is built on the work the airline has done to
reposition the company for long-term success.  Initial results of
these efforts, which included implementation of a competitive
global network carrier cost structure, allowed the company to
report in 2006, its first profitable year since 2000.

The disclosure statement also outlines how Northwest employees
will share in the company's financial success through profit
sharing, as well as realizing the value of unsecured claims that
they hold.

"The submission provides further evidence of the progress we have
made toward realizing the three overarching goals put in place
when we filed for Chapter 11 protection: to achieve a competitive
cost structure, a more efficient business model and a revitalized
balance sheet," Doug Steenland, Northwest Airlines president and
chief executive officer, said.  "While we have made substantial
progress in our restructuring, and we remain on track to emerge
from bankruptcy in the second quarter of this year, we still have
work ahead of us.

"Our employees have contributed to this transformation through
their personal sacrifices and continued dedication to our
customers.  Our employees will continue to play a critical role in
Northwest's future success.

"A key element of our restructuring plan has always been to find
ways for employees to participate in the success of a profitable
Northwest.  Our plan re-affirms that employees will receive
unsecured claims related to new, ratified collective bargaining
agreements as well as to participate in a profit sharing plan.

"Through the claims and profit sharing, our employees would have
the equivalent of a 20 percent economic interest in the airline.
During the 2006-2010 period of the business plan, Northwest
forecasts that the claims and profit sharing would result in
employees receiving $1.5 billion in distributions.

"The business plan calls for pre-tax margins to increase year-
over-year to 9.9% by 2010.  Revenue is forecast to grow to more
than $14 billion by 2010.  The plan also outlines the introduction
of new, 76-seat regional jets and the new-generation Boeing 787
during the next four years," Mr. Steenland added.

Included in the disclosure statement is a valuation analysis of
Northwest prepared by Seabury Securities LLC, which estimates a
range of equity value of the company with a midpoint of
approximately $7 billion, before any new common stock sales.  The
aggregate amount of allowed general unsecured claims against
Northwest are estimated to be $8.75 billion to $9.5 billion.
Recovery for unsecured creditors -- in the form of new common
stock in Northwest Airlines Corporation -- would be substantial.

In addition, the plan provides for the sale of $750 million in new
common stock in Northwest, pursuant to a fully underwritten equity
rights offering.  A substantial portion of that amount will be
raised by offering unsecured creditors the opportunity to purchase
additional new common stock in the airline through a rights
offering underwritten by J.P. Morgan Securities Inc.

"Our ability to raise $750 million of new equity demonstrates not
only our desire to ensure that creditors share in the airline's
future success, but it also underscores the market's confidence in
Northwest's future," Mr. Steenland added.

                       Treatment of Claims

Under the plan, allowed administrative, priority and secured
claims will receive a full cash recovery.  Creditors with allowed
unsecured claims against debtor entities other than Northwest
Airline, Inc., NWA Corp., Northwest Airlines Holdings Corporation,
and NWA Inc., will also receive payment in full in cash, without
interest.  Distributions to all creditors due to receive a
recovery will begin on the date that Northwest's plan becomes
effective.

Because not all unsecured creditor claims will be satisfied in
full, the prepetition equity holders' interests in Northwest's
common and preferred stock will be cancelled, and those holders
will not receive a distribution.

"We are confident that our plan treats our creditors fairly, and
we look forward to working with them to obtain their support for
our reorganization plan so that they can receive their recovery as
quickly as possible and Northwest can move forward on a sound
economic footing," Mr. Steenland stated.

Approval of the disclosure statement by the court will allow
Northwest to begin solicitation of votes for confirmation of the
Plan of Reorganization.

The company remains on track to emerge from bankruptcy protection
during the second quarter of 2007.

                     Restructuring Progress

Reflecting on the airline's restructuring progress to date, Mr.
Steenland said, "Because of our progress in addressing important
cost and revenue issues including labor costs and employee
pensions, new and re-negotiated agreements with key suppliers and
partners, restructuring and modernizing the Northwest fleet,
right-sizing our level of flying and substantially reducing our
debt load, we have reached the critical milestone of filing our
disclosure statement in just 17 months."

These are the highlights of Northwest's restructuring efforts:

   * Northwest Airlines right-sized and re-optimized its fleet and
     global network by reducing systemwide capacity by
     approximately 10% during the first 12 months in bankruptcy
     (through Sept. 30, 2006).  The airline also removed 71
     mainline and regional aircraft from its fleet.  For the full
     year 2006, Northwest reduced its system-wide consolidated
     available seat miles by 7.5% over 2005.

   * The airline was able to achieve a competitive network carrier
     cost structure during 2006 due to a 10.8% year-over-year
     improvement in cost per available seat mile, excluding fuel
     and unusual items, on reduced capacity.  The improved results
     were due in large part to implementation of $2.4 billion in
     annual cost reductions including: $1.4 billion in labor cost
     reductions, $400 million in annual fleet ownership cost
     savings and a $150 million reduction in annual interest
     expense related to unsecured debt.  Northwest also realized
     approximately $100 million of the identified $350 million in
     non-labor savings during 2006.  The airline expects to
     achieve the majority of the remaining savings during 2007.
     In addition, Northwest recorded a 12.3% year-over-year
     improvement in its consolidated passenger unit revenue during
     2006.

   * Northwest made it a priority to protect employees' hard-
     earned pensions.  Northwest worked closely with its union
     leadership and the Congress on a landmark legislative
     solution, the Pension Protection Act, which preserved pension
     benefits for some 73,000 Northwest pension plan participants.
     "Saving employees' pensions and avoiding pension plan
     terminations has been one of our greatest accomplishments in
     bankruptcy," Mr. Steenland said.  The carrier froze its
     defined benefit pension plans and implemented new defined
     contribution plans for its employees.

   * The global carrier also began sharing its improved financial
     position with its employees in the form of $1.2 billion in
     unsecured claims in Northwest's bankruptcy proceedings.
     These claims were received by the company's unions as part of
     their new, ratified collective bargaining agreements.
     Through claims and profit sharing, employees would have the
     equivalent of a 20% economic interest in the airline.  During
     the 2006-2010 period of the business plan, Northwest
     forecasts that the claims and profit sharing will result in
     employees receiving $1.5 billion in distributions.

   * Northwest has achieved a key goal of its restructuring
     efforts by reducing total debt by nearly $4.2 billion.  This
     was done through the elimination of unsecured debt and the
     restructuring of aircraft and other secured obligations.
     Northwest also refinanced its bank term loan into a new
     Debtor in Possession/Exit financing facility on favorable
     terms.  The elimination and/or refinancing of these
     obligations allow the carrier to achieve a competitive
     balance sheet as well as favorable capitalization ratios.

   * The carrier also reached its re-fleeting objectives by
     negotiating new agreements as well as affirming existing new
     aircraft arrangements.  Northwest affirmed its deliveries of
     the fuel-efficient and customer friendly Airbus A330 aircraft
     and now has the youngest trans-Atlantic fleet in the
     industry.  The carrier also maintained its position as the
     North American commercial service launch airline for the new,
     long-range Boeing 787.  The airline will take initial
     deliveries of the new-generation aircraft in August 2008 and
     put the Dreamliner into service during October of that year.
     During 2006, Northwest also ordered seventy-two 76-seat
     regional jets that will begin to enter service with Northwest
     Airlink partner airlines in the second half of this year.  As
     part of its aircraft retirement program, Northwest
     accelerated the retirements of the DC-10, 747-200, and the
     ARJ85 regional jet.

   * Perhaps the best example of the airline's commitment to the
     renewal of its fleet was the retirement of the DC-10.  The
     last DC-10 was retired from commercial service last month.
     International and domestic routes, formerly operated with the
     DC-10, are now serviced by Airbus A330 and Boeing 747-400
     aircraft, which offer additional customer amenities while
     providing the airline with improved operating economics.

   * A prime indicator that the hard work to restructure Northwest
     for long-term financial success is working was the airline's
     announcement last week that it had recorded its first
     profitable year since 2000.  The 2006 full-year results
     improved by nearly $1.7 billion over 2005.  Northwest expects
     to report further financial improvements during 2007 and
     beyond.

   * Northwest will raise $750 million through the sale of new
     Northwest common stock, pursuant to a fully underwritten
     rights offering.  Northwest has reached an agreement with
     J.P. Morgan Securities Inc. to serve as the backstop
     underwriter of the equity offering.  Northwest was advised on
     the transaction by Seabury Securities LLC on financial
     matters and Cadwalader, Wickersham & Taft LLP on legal
     matters.

                    About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.


NORTHWEST AIRLINES: Disclosure Statement Hearing Set for March 26
-----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York will convene a hearing at 11:00
a.m. on March 26, 2007, to consider the adequacy of the disclosure
statement describing Northwest Airlines Corporations and its
debtor-affiliates' First Amended Joint and Consolidated Chapter 11
Plan of Reorganization.

The disclosure statement hearing will be held at Room 617 of the
U.S. Bankruptcy Court for the Southern District of New York, One
Bowling Green in New York City.

Objections to the disclosure statement will be due at 4:00 p.m. on
March 19, 2007.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.


NORTHWEST AIRLINES: Wants Court Approval on Mesaba Purchase
-----------------------------------------------------------
Northwest Airlines, Inc., has formally sought the approval of the
U.S. Bankruptcy Court for the Southern District of New York to
acquire the operations of Mesaba Aviation, Inc., as a going
concern pursuant to a Stock Purchase and Reorganization
Agreement.

Northwest has also asked the New York Court to approve a
settlement and compromise with Mesaba.

The Stock Purchase and Reorganization Agreement dated January 22,
2007, represents a comprehensive, global settlement of matters
between Northwest and Mesaba.  Under the deal, Northwest will
receive an allowed $7,300,000 general unsecured claim against
Mesaba.  Mesaba, in turn, will receive an allowed $145,000,000
general unsecured claim against Northwest.

On January 22, 2007, Mesaba filed a plan of reorganization, which
implements the Stock Purchase and Reorganization Agreement.

The Purchase Agreement and Mesaba's Plan provide that all Mesaba
equity will be cancelled and that Mesaba will issue and sell to
Northwest 1,000 new shares of Mesaba common stock.

Mesaba's operations have considerable value to Northwest, Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
Washington, D.C., tells Judge Allan L. Gropper.  "Mesaba's
operations are critical and complementary to Northwest's
business," Mr. Ellenberg says.

Mesaba derives nearly all of its revenue from providing regional
jet services pursuant to an Airline Services Agreement with
Northwest dated August 29, 2005.  Under the ASA, Northwest
establishes the scheduling, pricing, reservations, ticketing and
seat inventories for Mesaba flights.

Mesaba has asserted a $252,821,231 claim against Northwest.  The
Mesaba Allowed Claim will satisfy in full Mesaba's Filed Claim.

Northwest will also pay up to $10,000,000 to Mesaba to assure the
payment of certain allowed administrative expenses in Mesaba's
bankruptcy case.

Northwest has also entered into a separate settlement and
compromise with MAIR Holdings, Inc., Mesaba's parent company.

Unless MAIR will have breached in any material respect its
obligations set forth its settlement with Northwest, if the
closing of the transactions contemplated in the agreement between
Northwest and MAIR will have been consummated, Northwest will
allow Mesaba to use up to $4,500,000 of its cash to pay for
amounts necessary to cure defaults under certain of Mesaba's
contracts.

The deal is also subject to approval by the U.S. Bankruptcy Court
for the District of Minnesota under Mesaba's bankruptcy case.

The deal may be terminated at any time prior to the Closing:

    (i) by mutual consent of Northwest and Mesaba;

   (ii) by Northwest or Mesaba, if the other party breaches the
        Agreement; or

  (iii) by Northwest or Mesaba, if the Closing will not have taken
        place on or prior to April 30, 2007.

Northwest may extend the April 30 Termination Date to May 30,
2007, to give Mesaba time to obtain approval, permit or
authorization from any government authority.

Mesaba may terminate the Purchase Agreement if:

    -- Northwest will not have obtained approval of the deal from
       the Northwest Bankruptcy Court on or prior to March 8,
       2007; or

    -- its board of directors will have approved or recommended,
       or if it will have executed or entered into a definitive
       agreement with respect to, a superior proposal.

If Mesaba pursues a competing proposal, it will have to pay
Northwest a termination fee equal to 3% of the lesser of:

    * the sum of the Allowed Claim plus $10,000,000; and

    * the sum of the aggregate consideration of the Allowed Claim
      -- if sold to a third party -- plus the portion of the
      Allowed Claim that was not disposed, if any, plus
      $10,000,000.

As previously reported, Mesaba has sold the Allowed Claim to
Goldman Sachs Credit Partners, L.P., for about 86.125% of its
value.  Mesaba is expected to receive $124,881,250 in the
aggregate from that sale.

The Purchase Agreement does not benefit any insider, nor does it
unfairly favor any creditor or other party-in-interest, Mr.
Ellenberg assures Judge Gropper.

A full-text copy of the Stock Purchase and Reorganization
Agreement with Mesaba is available at no charge at:

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

The New York Court will consider approval of the Purchase
Agreement on February 27, 2007, at 11:00 a.m.  Objections, if
any, to the transaction must be filed by February 22.

                    About Mesaba Aviation

Headquartered in Eagan, Minn., Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.

                    About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Mesaba Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NOVELIS CORP: Hindalco Deal Cues Fitch to Hold B Sr. Notes Rating
-----------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of 'B' for
Novelis Inc. and its subsidiary Novelis Corp. on Rating Watch
Negative.

The company's senior secured bank debt ratings and senior
unsecured debt ratings have been affirmed as:

Novelis Inc.

   -- Senior secured revolver and term loan at 'BB/Recovery Rating
      1'; and

   -- Senior unsecured notes at 'B/RR4'.

Novelis, Corp.

   -- Senior secured revolver and term loan B at 'BB/RR1'.

Approximately $2.3 billion of debt is covered by these ratings.
The company's Korean bank debt is excluded from the ratings.

The rating actions follow Novelis' report that it has reached an
agreement to be acquired by Hindalco Industries Limited.  The
transaction has been approved by the Boards of Directors of both
companies.  The transaction will require shareholder and
regulatory approval.

The placement of the IDR's on Rating Watch Negative reflects
uncertainty regarding the financing of the transaction, potential
changes to Novelis' capital structure as a result of the
transaction, and possible changes in the company's operating and
financial strategy.  The Rating Watch Negative will be resolved
after Fitch's assessment of these factors before or concurrent
with the consummation or termination of the transaction.

The affirmations of the senior secured bank debt and senior
unsecured notes are based on credit protections incorporated into
the credit agreement and bond indenture.  Both of these documents
contain change of control protections, and it appears that the
bank debt and unsecured notes also benefit from other covenants
that limit credit risk resulting from the proposed transaction.

Fitch rates the debt of Hindalco Industries Ltd. 'AAA (ind)' on a
National Ratings basis in India.  The ratings have been placed on
Ratings Watch with negative implications.  Given the additional
debt with recourse to Hindalco, Fitch expects the long-term rating
to come under pressure if the acquisition is finalized with the
indicated debt financing.  Hindalco's current ratings denote the
best credit risk relative to all other issuers or issues in the
country.  This rating is therefore not directly comparable to the
North American ratings on Novelis.

Novelis' financial condition is supported by the company's leading
market position, strong and flexible asset base, emphasis on
innovation and value-added applications, and solid cash-generating
potential.  Credit concerns focus on high leverage, inflexible
contract pricing with some customers, near-term cash flow
constraints, high and volatile aluminum prices and material
weaknesses in internal controls.


NPC INT'L: Agrees to Acquire 59 Pizza Hut Units for $27.1 Million
-----------------------------------------------------------------
Consistent with NPC International Inc.'s objective to continue
growth in the Pizza Hut system, the company has signed an asset
purchase agreement with Pizza Hut of Idaho Inc.; Rocky Mountain
Pizza Huts Inc.; Northwest Restaurant Group Inc.; and Northern
Idaho Pizza Huts Inc. to acquire 59 Pizza Hut units located
primarily in Idaho and the Spokane Valley for $27.1 million.

According to information provided to NPC, the 51 restaurants,
6 delivery/carryout units and 2 express units generated
$46.7 million in sales during the 52 weeks ended December 2006.
Forty of these stores are located throughout Idaho, 4 in eastern
Oregon and 15 in Washington, primarily in the Spokane Valley.
Forty-four of these locations will be leased from the sellers on
certain agreed-upon terms and 15 locations will be leased from
unrelated third parties.

The transaction will be funded by approximately $16 million
of available cash reserves and borrowings on the company's
$75 million revolving credit facility.  NPC expects the
acquisition to close in mid-March 2007.  Consummation of the
transaction is subject to approval by Pizza Hut, Inc. and other
customary consents and approvals.

"We are truly excited about this acquisition due in large part to
the high-quality restaurant teams that operate in these markets
and the opportunity for future organic growth in the high-growth
markets of Idaho and the Spokane Valley," Jim Schwartz, Chairman
and CEO of NPC International, Inc., said.  "In addition, this
acquisition, when combined with the 26 stores we currently operate
in Portland, Oregon, will provide us the critical mass to leverage
our above store support infrastructure and a beachhead for
additional growth through acquisition in the rapidly growing
mountain states."

NPC International Inc. is a franchisee of Pizza Hut restaurants,
with about 800 restaurants and delivery kitchens in more than 25
states, mostly in the South.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency confirmed
its B2 Corporate Family Rating for NPC International Inc.


ORREX MEDICAL: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Orrex Medical Technologies, LLP
                403 Acker Street
                Sanger, TX 76266

Involuntary Petition Date: February 14, 2007

Case Number: 07-40287

Chapter: 11

Court: Eastern District of Texas (Sherman)

Petitioner's Counsel: E.P. Keiffer, Esq.
                      Hance Scarborough Wright Ginsberg & Brusilow
                      1401 Elm Street, Suite 4750
                      Dallas, TX 75202
                      Tel: (214) 651-6517

   Petitioner              Nature of Debt       Amount of Claim
   ----------              --------------       ---------------
Orrex Holdings LLC         General Partner      To be determined,
403 Acker Street           and Landlord         plus $21,000 in
Sanger, TX 76266                                rental arrears
Attn: Nicol Rae Orr
      Manager


PITTSFIELD WEAVING: NH Revenue Dept. Wants Chap. 11 Case Dismissed
------------------------------------------------------------------
The State of New Hampshire Department of Revenue Administration
asks the U.S. Bankruptcy Court for the District of New Hampshire
to dismiss or in the alternative convert Pittsfield Weaving Co.'s
Chapter 11 Case into a chapter 7 liquidation proceeding.

On April 24, 2006, the State of New Hampshire said it issued a
Notice of Assessment of $28,306, upon the Debtor stating a tax
liability, interest and penalties for 2005.  It also issued a
Notice of Assessment of $780, stating a liability for interest
and underpayment penalty for 2004, on May 3, 2006.

The State of New Hampshire tells the Court that it recorded
$29,422 tax lien against the Debtor for the unpaid 2004 and 2005
taxes, interest and penalties.  On Nov. 30, 2006, the state of New
Hampshire filed a $29,738 proof of claim in taxes, interest and
penalties for years 2004 and 2005, against the Debtor.

Representing the state, Kelly A. Ayotte, Esq., tells the Court
that the Debtor has not paid $45,169 to William S. Gannon PLLC,
its counsel, in postpetition fees.  Ms. Ayotte also reveals to the
Court that the Debtor does not appear to be making payments
for real property taxes of $16,952 that it owes to the Town
of Pittsfield.

The State of New Hampshire maintains that the Debtor's case must
be dismissed or converted to a liquidation proceeding because
the Debtor failed to pay postpetition taxes, it has continuing
losses in its estate, and there is absence of reasonable
rehabilitation.

Based in Pittsfield, New Hampshire, Pittsfield Weaving Company --
-- http://www.pwcolabel.com/-- provides brand identification to
the apparel and soft goods industries, and manufactures woven and
printed labels and RFID/EADS solutions.  The company filed it
chapter 11 protection on Sept. 20, 2006 (Bankr. D. NH Case
No. 06-11214).  Williams S. Gannon, Esq., at William S. Gannon
PLLC represent the Debtor in its restructuring efforts.  Bruce A.
Harwood, Esq., at Sheehan Phinney Bass + Green, PA serves as
counsel to the Official Committee of Unsecured Creditors.
Pittsfield Weaving estimated its assets and debts at $10 million
to $50 million when it filed for protection from its creditors.


POPULAR ABS: Fitch Affirms Low-B Ratings on 5 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on Popular ABS, Inc.'s
mortgage pass-through certificates:

Series 2005-1;

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

Series 2005-2;

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

The collateral in the aforementioned transactions consists of
fixed- and adjustable-rate mortgages secured by fully amortizing
and balloon, first- and second-lien loans on residential
properties, all extended to sub-prime borrowers.  The servicer for
both transactions is Popular Mortgage Servicing.

The affirmations reflect a satisfactory relationship between
credit enhancement and future expected losses, and affect
approximately $609.41 million in outstanding certificates.

As of the January 2007 distribution report, series 2005-1 and
2005-2 have pool factors of approximately 51% and 61%, are 24
months and 22 months seasoned, and are maintaining their
overcollateralization targets.  Their 60+ delinquency buckets are
7.22% and 6.04%, respectively, and have experienced 0.22% and
0.18% in cumulative losses.


REALOGY CORP: Refinancing Prompts S&P's Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' rating on
Realogy Corp.'s senior unsecured notes on CreditWatch with
negative implications.

The company's 'BB+' corporate credit rating remains on CreditWatch
with negative implications where it was placed on Dec. 18, 2006.

Also, the 'BBB' rating on the company's senior unsecured credit
facility was affirmed, given the expectation that this facility
will be refinanced in conjunction with the company's proposed LBO.

"The placement on CreditWatch negative of the company's senior
unsecured notes reflects our increased level of uncertainty
surrounding their refinancing in conjunction with the pending
LBO," said Standard & Poor's credit analyst Michael Scerbo.

"Previously, we had expected that a high probability existed that
these notes would be refinanced upon the issuance of new debt
associated with the transaction.  As time has passed, it has
become less certain that these notes will be refinanced, either
prior to or in conjunction with, the pending LBO transaction.  In
the event the refinancing does not occur, we would lower our
rating on these notes to a level in line with or below the
corporate credit rating, depending on the amount of secured debt
placed in the capital structure."

The Parsippany, New Jersey-headquartered real estate services
company had pro forma consolidated debt outstanding at
Sept. 30, 2006, including liabilities under management programs
and adjusted for operating leases, of about $3.2 billion.


REFCO INC: Former President Tone Grant Charged with Fraud
---------------------------------------------------------
Refco Inc.'s former president Tone N. Grant has been indicted on
securities fraud, bank fraud, wire fraud, and money laundering in
connection with an alleged scheme to hide hundreds of millions of
dollars in trading losses by Refco and its customers from public
investors, according to published reports.

Mr. Grant became the third Refco executive to be charged with
fraud, along with former chief executive officer Phillip Bennett
and former chief financial officer Robert C. Trosten, the reports
note.

Michael J. Garcia, the United States Attorney for the Southern
District of New York, said in a press statement that a superseding
indictment was returned against Tone N. Grant.  Moreover, the
charges against Messrs. Bennett and Trosten have been expanded.

Mr. Bennett previously has been charged with conspiracy,
securities fraud, wire fraud, making false filings with the
Securities and Exchange Commission, and making material
misstatements to auditors.  Mr. Trosten, on the other hand, had
been charged with conspiracy, securities fraud, and wire fraud.

The superseding Indictment, according to Mr. Garcia, charges
Messrs. Bennett, Trosten, and Grant for the first time with bank
fraud and money laundering in connection with the fraud at Refco.
Mr. Bennett and, at certain times, Messrs. Grant and Trosten,
directed a series of transactions every year from 1999 through
2005 to hide receivables of Refco Group Holdings Inc. -- Refco's
holding company -- from, among others, Refco's auditors, by
temporarily paying down the receivable from RGHI over Refco's
fiscal year-end and replacing it with a receivable from one or
more other entities not related to Mr. Bennett.  Thus, at every
fiscal year-end and, later, at every fiscal quarter-end, Mr.
Bennett directed transactions that turned the debt owed to Refco
from RGHI into a debt owed to Refco by a Refco customer.  Shortly
after each fiscal year or quarter end, these transactions were
unwound, returning the debt to RGHI.

The superseding Indictment charges that Mr. Grant participated
with Messrs. Bennett and Trosten in the scheme to defraud
participants in the 2004 leveraged buyout of Refco by led by
private equity fund Thomas H. Lee Partners, by misleading the Lee
fund and the purchasers of the $600 million in notes and
$800 million in bank debt about the true financial health of
Refco.

The superseding Indictment alleges that Mr. Grant received
$16 million in proceeds from the leveraged buyout transaction, as
well as the right to share in half of Mr. Bennett's profits from
any future sale of his Refco stock holdings.

The superseding Indictment contains eight new counts: a bank
fraud charge against Messrs. Bennett, Trosten, and Grant in
connection with the 2004 leveraged buyout transaction; money
laundering charges against Messrs. Bennett, Trosten, and Grant in
connection with their laundering of the proceeds of the leveraged
buyout transaction; and additional wire fraud charges against
Messrs. Bennett and Grant.

At the Jan. 19, 2006, hearing before the U.S. District Court
for the Southern District of New York, the three former Refco
executives entered a plea of "not guilty" to all charges, Reuters
reports.

U.S. District Judge Naomi Buchwald set a $10,000,000 bail for
Mr. Grant.

The trial date for all three Refco officers has been set for
Oct. 9, 2007, said Norman Eisen, Esq., at Zuckerman Spaeder,
LLP, in Washington, D.C., on Mr. Grant's behalf, according to
Reuters.

Each defendant could face a minimum of five and a maximum of
30 years in prison if found guilty.  Each defendant could also be
fined a minimum of $250,000 for conspiracy and wire fraud
charges, and up to $5,000,000 for securities fraud.

Mr. Bennett, 58, resides in Gladstone, New Jersey.

Mr. Trosten, 37, resides in Sarasota, Florida.

Mr. Grant, 62, resides in Chicago, Illinois.

Mr. Garcia clarified that the charges contained in the
superseding Indictment are merely accusations, and the defendants
are presumed innocent unless and until proven guilty.

Assistant United States Attorneys David Esseks, Neil Barofsky,
and Lisa Korologos are in charge of the prosecution, Mr. Garcia
added.

                          About Refco Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  (Refco Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


REFCO INC: Plan Administrator Wants AIDMA Pact Approved Today
-------------------------------------------------------------
RJM LLC, the Plan Administrator of Refco Inc. and its debtor-
affiliates' bankruptcy cases, asks the Honorable Robert D. Drain
of the U.S. Bankruptcy Court for the Southern District of New York
to approve a settlement agreement among Refco F/X Associates LLC,
AIDMA Co. Ltd., and RefcoFX Japan K.K., pursuant to Rule 9019(a)
of the Federal Rules of Bankruptcy Procedure.

The Refco Administrator insists that the Court should approve the
Settlement by Feb. 16, 2007, to timely process the payment in
Japan.

Pursuant to the Dec. 15, 2006, order confirming Refco, Inc.'s
Chapter 11 Plan, RJM, LLC, as Plan Administrator of the Debtors'
Chapter 11 cases, formed a non-Japan Refco F/X Associates LLC
customer committee, which has consent rights with respect to any
settlement regarding the litigation involving FXA's assets in
Japan.

FXA operated an online retail foreign exchange trading business
under a Facilities Management Agreement between Refco Group Ltd.
LLC and its designated subsidiaries, including FXA, and Forex
Capital Markets LLC on a Web-based trading platform created and
maintained by FXCM.

Richard Levin, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that approximately 35% of FXA's retail
customer account balances are attributable to clients in Japan.
To facilitate the Japan Clients' ability to make deposits and
withdrawals to and from their foreign exchange trading account,
FXA determined that it was desirable to open a Japanese yen
denominated bank account.

However, Mr. Levin notes, since FXA was not domiciled in Japan,
FXCM formed a Japanese entity -- RefcoFX Japan K.K. -- to open
and maintain a Japanese yen denominated account at the Hong Kong
Shanghai Banking Corp.  The shares in Refco Japan are presently
held by FXCM.

While the Japan Clients entered into client agreements with FXA
rather than with Refco Japan, the Japan Clients' funds were
deposited into Refco Japan's HSBC Account.  Mr. Levin states that
the HSBC Account currently holds Japanese yen valued at
approximately $32,000,000.

The Reorganized Debtors currently estimate that claims filed by
Japan Clients total approximately $38,000,000.

                      Japanese Civil Actions

Forty-eight Japan Clients have commenced three separate civil
actions in Japan against Refco Japan, asserting claims for the
return of funds deposited by those clients and have obtained
provisional attachment orders against the funds in the HSBC
Account.  The attachment orders have restricted FXA's and Refco
Japan's ability to transfer the funds in the HSBC Account under
Japanese law.

In October 2006, FXA commenced an Adversary Proceeding in the
Court against FXCM, Refco Japan, HSBC, and the FXA Japan Clients.
FXA also commenced legal actions in Japan seeking declaratory
judgment that the funds in the HSBC Account are property of FXA's
estate and for turnover of those funds.  In the alternative, the
Turnover Action seeks declaratory relief that the shares in Refco
Japan held by FXCM are property of the FXA estate and for
turnover of the shares.  Consequently, Refco Japan has sought to
dismiss the Turnover Action for lack of personal jurisdiction.

                           AIDMA Claim

AIDMA Co., Ltd., is one of the largest Japanese clients of FXA.
AIDMA's FXA foreign exchange account balances as of July 31,
2006, aggregate to JPY1,258,833,316, or about $10,600,000,
subject to fluctuation with the dollar-yen exchange rate.

Although AIDMA is not currently a plaintiff in the Japanese Civil
Actions, it has asserted that its rights in the funds held in the
HSBC Account are superior to the claims of non-Japan clients.

              FXA Settles With AIDMA & Refco Japan

The Agreement provides, among others, that:

   (a) AIDMA will be paid JPY723,829,157, or approximately
       $6,100,000, which represents 57.5% of AIDMA's July 2006
       yen-denominated FX Account balance;

   (b) AIDMA will be reimbursed $100,000 to cover its attorneys'
       fees; and

   (c) AIDMA will be entitled to receive an additional payment
       that would provide an equivalent aggregate percentage
       recovery if FXA, Refco Japan, and FXCM settle with a
       Japan Client on or before December 31, 2007, for a higher
       percentage recovery than 57.5% of AIDMA's FX Account
       balance.

The parties further agree that all payments will be made from the
HSBC Account in Japanese yen, and will be in full and final
settlement of any and all claims that AIDMA has against Refco
Japan, FXCM, or the Debtors or their estates.

Upon receipt of the settlement payment, AIDMA will withdraw any
proofs of claim it has filed in the Debtors' cases.

The Refco Administrator asserts that the AIDMA Settlement is
reasonable considering that:

   (i) the trust and tort claims raised by AIDMA and the other
       Japan Clients raise complex factual and legal issues of
       both U.S. and Japanese laws, including issues of cross-
       border enforcement of judgments, that present substantial
       litigation risks to both sides; and

  (ii) the resolution of the Japan Clients' claims is further
       complicated by the fact that:

          * FXA does not presently control Refco Japan;

          * there is no stay of actions against Refco Japan or
            the funds held in the HSBC Account; and

          * Refco Japan and the HSBC Account are located outside
            of the U.S. and are subject to the laws of Japan.

                          About Refco Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  (Refco Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


RESI FINANCE: S&P Assigns B- Rating to $20 Million Class B12 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to RESI
Finance Ltd. Partnership 2007-A/RESI Finance DE Corp. 2007-A's
$180.89 million real estate synthetic investment notes series
2007-A.

The ratings are based on the credit enhancement levels; the
transaction's shifting interest structure; the legal structure,
which is designed to minimize potential losses to security holders
caused by the insolvency of the issuer; and the credit rating
assigned to Bank of America N.A. based on its obligations
according to the time deposit account and credit default swap
agreements.

                         Ratings Assigned

                  RESI Finance Ltd. Partnership
               2007-A/RESI Finance DE Corp. 2007-A

              Class             Rating      Amount
              -----             ------      -----------
              B3                A-           $6,699,000
              B4                BBB+        $26,799,000
              B5                BBB         $13,399,000
              B6                BBB-        $26,799,000
              B7                BB+         $20,099,000
              B8                BB          $20,099,000
              B9                BB-         $13,399,000
              B10               B+          $20,099,000
              B11               B           $13,399,000
              B12               B-          $20,099,000


RESIX FINANCE: S&P Assigns B- Rating to $20 Mil. Class B12 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to RESIX
Finance Ltd.'s $107.194 million credit-linked notes series 2007-A.

The ratings are based on the referenced ratings of RESI Finance
L.P. 2007-A's credit enhancement levels and the legal structure,
which is designed to minimize potential losses caused by the
insolvency of the issuer.

                         Ratings Assigned

                        RESIX Finance Ltd.

               Class             Rating      Amount
               -----             ------      -----------
               B7                BB+         $20,099,000
               B8                BB          $20,099,000
               B9                BB-         $13,399,000
               B10               B+          $20,099,000
               B11               B           $13,399,000
               B12               B-          $20,099,000


RITE AID: Launched Offering of $800 Million Senior Notes Last Week
------------------------------------------------------------------
Rite Aid Corporation commenced offerings last week, subject to
market and other conditions, of $300 million of 10-year senior
secured notes due 2017 and $500 million of 8-year senior notes due
2015.

Rite Aid intends to use the net proceeds from the offerings:

   * to redeem, at a purchase price of 104.750%, plus accrued
     interest, all of its $300 million outstanding 9-1/2% Senior
     Secured Notes due February 2011 and

   * to replenish the company's $1.75 billion revolving credit
     facility that was used to retire all of its $250 million
     outstanding 4.75% Convertible Notes due December 2006 and all
     of its $185 million outstanding 7.125% Senior Unsecured Notes
     due January 2007.

Proceeds may also be used for general corporate purposes.

The offerings are being lead managed by Citigroup.

Copies of the prospectus and prospectus supplements related to the
public offerings may be obtained from:

     Citigroup
     Brooklyn Army Terminal
     140 58th Street, 5th Floor
     Brooklyn, New York 11220
     Telephone (718) 765-6732

                          About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE, PCX: RAD) -- http://www.riteaid.com/-- runs a drugstore
chain with fiscal 2006 revenues of $17.3 billion and 3,322 stores
in operation in 27 states and the District of Columbia.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
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.

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Fitch has assigned ratings to Rite Aid Corporation's $300 million
senior secured notes due 2017 'BB-/RR1'; and $500 million senior
unsecured notes due 2015 'CCC+/RR5'.

Standard & Poor's Ratings Services assigned its 'B+' rating to
Harrisburg, Pennsylvania-based Rite Aid Corp.'s $300 million
senior secured notes due in 2017 and its 'B-' rating to the
company's $500 million senior unsecured notes due in 2015.

"These ratings are placed on CreditWatch with negative
implications," said Standard & Poor's credit analyst Diane Shand.

All other ratings on Rite Aid, including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications, where
they were placed on Aug. 24, 2006.


SAINT VINCENTS: Can Finance $10.5 Million Debt to Pay Premiums
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted the request of Saint Vincents Catholic Medical Centers of
New York and its debtor-affiliates to finance, on a secured
basis, $10,514,579 in combined premium payments for their
professional and general liability insurance policies, and
brokerage services.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, disclosed that the Debtors have financed, through parties
other than their primary or revolving credit lender, the premiums
for the professional and general liability insurance policies,
and brokerage services, covering:

     -- St. Vincent's Hospital, Manhattan;
     -- St. Vincent's Hospital, Westchester;
     -- St. Elizabeth Ann's Health Care & Rehabilitation Center;
     -- Pax Christi; and
     -- SVCMC Home Health.

Pursuant to previous premium financing agreements, the Debtors
entered into with A.I. Credit Corporation, AICCO financed
previous insurance policies.  In turn, the Debtors paid AICCO
monthly installments in accordance with a pre-set payment
schedule and granted AICCO a security interest in "unearned
premiums" to secure their obligations.

The Previous Insurance Policies expired on Dec. 31, 2006, however,
coverage has been "bound" from that date through Dec. 31, 2007,
through a series of renewed policies and continues in effect,
subject to combined, required premium and brokerage services
payments of $13,489,805.

Among other things, the Renewed Policies provide:

A. Hospital Professional Liability

   (1) For SV Manhattan, the Debtors have obtained primary
       professional liability insurance coverage provided by
       Medical Liability Mutual Insurance Company for $1,000,000
       per occurrence and $14,000,000 in the aggregate, and
       excess professional liability insurance coverage from
       Lexington Domestic, an affiliate of the American
       International Group, for $20,000,000 per occurrence.
       The claims must exceed both the Primary Coverage and a
       $9,000,000 self-insurance layer and a $5,000,000 "one
       time" system-wide inner aggregate deductible before the
       Excess Coverage is available to satisfy them;

   (2) For each of the Non-Debtor Affiliates, the Debtors have
       arranged for primary professional liability coverage from
       MLMIC and Physician's Reciprocal Insurers for $1,000,000
       per occurrence and $3,000,000 in the aggregate followed by
       the Excess Coverage provided by Lexington; and

   (3) For SV Westchester, the Debtors have acquired primary
       professional liability insurance coverage from Healthcare
       Underwriters Mutual, a division of MLMIC, for $2,000,000
       per occurrence and $6,000,000 in the aggregate, with the
       same Excess Coverage.

B. General Liability

   (1) The Debtors have arranged for primary general liability
       insurance coverage from MLMIC and PRI:

       * $1,000,000 per occurrence and $3,000,000 in the
         aggregate for SV Manhattan and SVCMC Home Health; and

       * $1,000,000 per occurrence and $2,000,000 in the
         aggregate for St. Elizabeth Ann's and Pax Christi;

   (2) The Debtors have arranged for excess general liability
       insurance coverage for $50,000,000 per occurrence for SV
       Manhattan from Lexington and from AIG or its affiliate.
       Claims must exceed $3,000,000 before the Excess General
       Liability Coverage is available to satisfy them;

   (3) The Debtors will maintain excess coverage for the
       Non-Debtor Affiliates pursuant to a previously purchased
       excess general liability program; and

   (4) For SV Westchester, the Debtors have obtained primary
       general liability insurance coverage, from HUM, for
       $2,000,000 per occurrence and $6,000,000 in the aggregate,
       and Excess General Liability Coverage.

Mr. Troop tells Judge Hardin that in light of the magnitude of
the Insurance Premiums, the Debtors have determined it would be
prudent to conserve their liquidity by financing the payment and
have engaged in arm's-length, good faith negotiations with AICCO
to finance the payment.

Pursuant to the Premium Finance Agreement, the Debtors will repay
the $13,489,805 in Insurance Premiums.  Specifically, the Debtors
will:

   (i) make a $2,975,226 initial cash payment to AICCO;

  (ii) pay interest on the balance of $10,514,579 at an annual
       percentage rate of 5.17%;

(iii) commence making monthly payments on March 1, 2007;

  (iv) pay the Amounts Financed to be paid in nine equal monthly
       installments of $1,198,910; and

   (v) pay a total finance charge of $275,618.

The Debtors will also grant AICCO a security interest in all
unearned or returned Insurance Premiums and other amounts that
may become due to the Debtors in connection with the Renewed
Policies.  Mr. Troop explains that the Debtors are unable to
finance the payment of the Insurance Premiums on an unsecured
basis and AICCO is unwilling to provide financing other than on a
secured basis.

According to Mr. Troop, it is common business practice for
insurance premium finance companies to require that a borrowing
party grant a security interest in the insurance policies
financed in exchange for the financing provided.  AICCO would not
enter into the Agreement without obtaining the Security Interest.

Mr. Troop notes that the costs of financing the Insurance
Premiums through AICCO are less than the cost of financing that
the Debtors would incur under their postpetition credit facility.
Among other things, the interest rate being charged by AICCO is
5.17% while the interest rate currently applicable under the DIP
Facility's term loan is 8.60%.

The DIP Facility provides the Debtors with the latitude to enter
into up to $25,000,000 of "purchase money" financing outstanding
at any one time without the further consent of the DIP Facility
lender.  Financing the Insurance Premiums is within the Purchase
Money Basket, Mr. Troop adds.

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 45 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAN FRANCISCO OCEANSIDE: Case Summary & 12 Largest Creditors
------------------------------------------------------------
Debtor: San Francisco Oceanside Sheet Metal, Inc.
        dba Oceanside Sheet Metal
        dba Ocean Sheet Metal & Heating
        2331 Taraval Street
        San Francisco, CA 94116

Bankruptcy Case No.: 07-30172

Type of Business: The Debtor manufactures sheet metal.

Chapter 11 Petition Date: February 13, 2007

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Ruth Elin Auerbach, Esq.
                  711 Van Ness Avenue, Suite 440
                  San Francisco, CA 94102
                  Tel: (415) 673-0560
                  Fax: (415) 673-0562

Estimated Assets: Unknown

Estimated Debts:  $100,000 to $1 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                   $100,000
Special Procedures
1301 Clay Street, Stop 1400S
Oakland, CA 94612

The Sapiro Law Firm                         $52,500
711 Van Ness Avenue, Suite 440
San Francisco, CA 94102

Advanta Bank Corp.                          $47,000
c/o The Guerrini Law Firm
750 East Green Street, Suite 200
Pasadena, CA 91101

NC Two, LP                                  $25,000
c/o Richard Bates Jr., Esq.
1465 Enea Circle, Suite 1040
Concord, CA 94520

State of California EDD                     $25,000
Bankruptcy Unit MIC 92E
P.O. Box 826880
Sacramento, CA 94280-0001

Unifund CCR Partners                        $14,008

Northern California Glass Co.                $5,000

Higash & Associates                          $3,800

Chase Bank                                   $3,421

Pitney Bowes                                 $2,082

Kaiser Foundation Health Plan                $2,000

P.B.C.C.                                       $550


SANMINA-SCI: S&P Lowers Corporate Credit Rating to B+ from BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings for San
Jose, California-based Sanmina-SCI Corp. from CreditWatch, where
they were placed on Aug. 14, 2006.

The corporate credit and senior unsecured ratings were lowered to
'B+' from 'BB-'; the subordinated debt rating was lowered to 'B-'
from 'B'.

The outlook is stable.

"The rating actions follow our review of the company's recent
operating results and the results of its stock option
investigation," said Standard & Poor's credit analyst Lucy
Patricola.

Over the past three quarters, Sanmina has experienced sharp
operating cash flow deficits that have been funded from
cash, diminishing liquidity.  Further, leverage statistics have
weakened because of lower profitability on declining revenues.
For the 12 months ended Dec. 30, 2006, adjusted debt to EBITDA was
over 5x, up from the low-4x area.  While the company has launched
a number of initiatives to reduce debt and improve profitability,
the final outcome and timing of leverage and liquidity improvement
are uncertain.  While the stock option investigation surfaced a
consistent pattern of misdated options, the concerns remain
centered on two former executives, and the cash impact of the
restatements was nominal.

The ratings reflect continued erosion of profit measures,
diminished liquidity and high leverage. These concerns partly are
offset by the company's top-tier business position in low volume,
complex electronic manufacturing services end markets and stable
operating performance in that division.

Sanmina-SCI is a leading provider of EMS for the computing,
telecommunications, and data communications industries, generating
sales of about $11 billion for the 12 months ended Dec. 30, 2006.
The company had about $2 billion in lease-adjusted debt, including
outstandings under accounts securitization programs, as of
December 2006.


SASCO 2007: S&P Rates $1.2 Million Class S Certificates at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to SASCO 2007-NCM1 Trust's $501.3 million commercial
mortgage pass-through certificates series SASCO 2007-NCM1.

The preliminary ratings are based on information as of
Feb. 13, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 88 classes of
pass-through certificates taken from 42 CMBS transactions.

                   Preliminary Ratings Assigned

                      SASCO 2007-NCM1 Trust

                                        Preliminary   Recommended
     Class                Rating        amount        support
     -----                -------       -----------   ------------
     A-1                  AAA           $350,912,000   30.000%
     A-2                  AAA            $68,929,000   16.250%
     X                    AAA           $501,303,000   N.A.
     B                    AA+            $16,292,000   13.000%
     C                    AA             $10,026,000   11.000%
     D                    AA-             $3,133,000   10.375%
     E                    A+              $8,146,000   8.750%
     F                    A               $5,013,000   7.750%
     G                    A-              $6,266,000   6.500%
     H                    BBB+            $8,146,000   4.880%
     J                    BBB             $4,386,000   4.000%
     K                    BBB-            $5,013,000   3.000%
     L                    BB+             $3,759,000   2.251%
     M                    BB              $1,253,000   2.001%
     N                    BB-             $1,253,000   1.751%
     P                    B+              $2,506,000   1.251%
     Q                    B               $1,253,000   1.001%
     S                    B-              $1,253,000   0.751%
     T                    NR              $3,764,000   N.A.
     RR                   NR              N.A.         N.A.

                        NR -- Not rated.
                     N.A. -- Not applicable.


SEMINOLE HARD: S&P Places Corporate Credit Rating at BB
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Seminole Hard Rock Entertainment Inc. and
Seminole Hard Rock International LLC.

The rating outlook is stable.

At the same time, Standard & Poor's assigned its senior secured
debt and recovery ratings to Seminole Hard Rock's $25 million
revolving credit facility due 2012 and $500 million senior secured
notes due 2014.  This secured debt is rated 'BB' with a recovery
rating of '3', indicating the expectation for meaningful (50%-80%)
recovery of principal in the event of a payment default.  The bank
loan and senior secured notes rank pari passu and share the same
collateral package.

Seminole Hard Rock was formed by the Seminole Tribe of Florida
to acquire Hard Rock International Inc. and other related entities
from The Rank Group Plc for approximately $965 million.  Net
proceeds from the proposed debt transactions, along with a
$529 million equity contribution from the Seminole Tribe of
Florida, will be used to consummate the acquisition.  Closing is
expected in early 2007.  Pro forma for the transaction, Seminole
Hard Rock will have $510 million of debt outstanding.

"The 'BB' corporate credit rating on Seminole Hard Rock reflects
its position in the highly competitive restaurant industry; the
themed nature of its business, which makes the brand susceptible
to changing consumer tastes and factors that affect tourism;
earnings volatility in the past; and high debt leverage," said
Standard & Poor's credit analyst Michael Scerbo.

"These risks are partially offset by Hard Rock's long-established
track record and brand, its modestly improved operating
performance recently, and our expectation that, within certain
limitations, the Seminole Tribe of Florida would support this
wholly owned entity, even though it would not have the legal
obligation to do so.  The rating would likely be two notches lower
in the absence of implied tribal support."

EBITDA for the last 12 months ended Nov. 26, 2006 was $90 million,
up 5% over the prior-year period.  Hard Rock saw revenue growth in
all segments.  The EBITDA margin for the last 12 months ended Nov.
26, 2006 of 18% is consistent with other similarly rated
restaurant companies, although Hard Rock generates a large portion
of its earnings from the sale of Hard Rock-branded merchandise.
Pro forma EBITDA coverage of interest was 1.8x, and debt to EBITDA
was 6.5x at Nov. 26, 2006--weak for the rating.  However, Standard
& Poor's expect leverage to begin to improve toward the mid-5x
area over the intermediate term.


SIERRA PACIFIC: DBRS Puts BB (low) Rating on Senior Notes
---------------------------------------------------------
Dominion Bond Rating Services assigned a new Senior Notes rating
of BB (low) to Sierra Pacific Resources, and new General &
Refunding Mortgage Bonds ratings to its two subsidiaries, Nevada
Power Company and Sierra Pacific Power Company, at BBB (low).

All trends are Stable.

NPC's and SPPC's assigned ratings reflect the continued
improvement in their financial and business profiles.  Since 2002,
operating results at NPC and SPPC have strengthened consistently,
as core earnings and cash flow have steadily improved.  Combined
with lower interest expense from numerous re-financings, this has
resulted in balanced increases in coverage and liquidity ratios
more reflective of the assigned ratings categories.  In addition,
the Nevada regulatory environment has been more supportive over
the same time frame, demonstrated by the fact there have been no
fuel cost disallowances since 2002.

The significant growth in Nevada provides both a source of
earnings growth and capital expenditure challenges for SPR and its
two utility subsidiaries.  NPC and SPPC have historically sourced
the majority of their load requirements from spot market purchases
and third-party power contracts, exposing the utilities to
volatile natural gas prices.

To address this, as well as load growth, the utilities plan to
invest approximately $4 billion over the next five years to
build new generation facilities and enhance system reliability.
In addition to this $4 billion program, SPR has applied for
regulatory approval to construct the approximately $4 billion Ely
Energy Centre project, a 1,500 MW coal-fired facility and a
significant transmission line.  While these capital projects offer
potential for earnings and cash flow enhancement, they will also
result in free cash flow deficits which will pressure SPR's and
NPC's balance sheets and credit metrics over the medium term.

The funding of these deficits will result in SPR, NPC and SPPC
being heavily reliant on the public capital markets during this
time of major capital investment.

NPC and SPPC provide nearly 100% of SPR's earnings and cash flows,
and SPR's ratings reflect the improvement in its utility
subsidiaries' performance as noted above.  SPR's ratings remain
primarily constrained by two factors.  First, regulatory-mandated
restrictions limit the combined amount of dividends the utilities
can pay to SPR annually to the amount of SPR's annual cash
interest obligations.  This lends uncertainty to the potential
for any material debt reduction at the holding company level.
Second, it will be reliant on the equity market to partially fund
its anticipated equity injections into NPC and SPPC.


SOLECTRON CORP: Michael Cannon Resigns as CEO; Joins Dell
---------------------------------------------------------
Michael Cannon has resigned from his position as President and
Chief Executive Officer and as a Director of Solectron Corporation
effective as of Feb. 14, 2007.

Paul Tufano has assumed the role of interim Chief Executive
Officer and principal executive officer, in addition to his
current role as Chief Financial Officer, while a search is
conducted for Mr. Cannon's replacement.

Mr. Tufano was appointed Executive Vice President and Chief
Financial Officer on January 30, 2006.  Prior to joining
Solectron, Mr. Tufano, 53, served as President and Chief Executive
Officer of Maxtor Corporation, from 2003 through 2004. From 1996
to 2003, he served as Maxtor's Chief Financial Officer, with a
dual role as both Chief Financial Officer and Chief Operating
Officer from 2001 to 2003.  Prior to Maxtor, Mr. Tufano spent 17
years at IBM Corporation, serving in several senior financial as
well as general management roles.

Reuters reported Wednesday that Mr. Cannon was hired by Dell Inc.
as president of global operations effective Feb. 26, 2007.

Headquartered in Milpitas, California, Solectron Corporation
(NYSE: SLR) -- http://www.solectron.com/-- provides a full
range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and
introduction services, materials management, product
manufacturing, and product warranty and end-of-life support.
The company operates in more than 20 countries on five
continents including France, Malaysia, and Brazil, among others.
It had sales from continuing operations of $10.6 billion in
fiscal 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured ratings on Milpitas, California-based Solectron
Corp. to 'BB-' from 'B+', and its subordinated debt rating to 'B'
from 'B-'.  The outlook is revised to stable.


SOLUTIA INC: Various Parties React to Exclusivity Extension Motion
------------------------------------------------------------------
Various parties filed with the U.S. Bankruptcy Court for the
Southern District of New York responses with regards to Solutia
Inc. and its debtor-affiliates' 10th motion for further extension
of their exclusive periods to file a plan of reorganization
through and including April 30, 2007, and to solicit acceptances
of that plan through and including June 29, 2007.

                            Objections

(1) Monsanto

Monsanto Co. does not oppose the Debtors' request for a further
extension of their exclusive periods to file, and solicit
acceptances of, a reorganization plan.  Monsanto, however, notes
the Debtors' extension request makes clear that the Chapter 11
cases are mired in unresolved litigation among parties who have
been unable to settle, John C. Longmire, Esq., at Willkie Farr &
Gallagher LLP, in New York, says.

Notwithstanding the Debtors' efforts, it remains that progress in
their cases is unlikely unless and until the Court rules on the
pending litigation regarding re-collateralization of the Debtors'
unsecured bonds, Mr. Longmire asserts.

"[T]he clarity and definition a ruling would bring is essential
to establish a common sense of reality -- a shared context for
discussion -- in these cases," Mr. Longmire points out.  The
Debtors and other parties have resorted to, and often abandoned,
various unorthodox alternative strategies in the hope for
movement, and have cost the estates millions of dollars each
month in unnecessary professional fees, he contends.

(2) Retirees Committee

The Official Committee of Retirees supports the proposed
extension.  Daniel D. Doyle, Esq., at Spencer Fane Britt & Browne
LLP, in St. Louis, Missouri, notes that the holding pattern in
the Debtors' cases is caused primarily by a recalcitrant Ad Hoc
Bondholder Committee whose members buy and sell their positions
often enough to create a moving target for negotiation or
resolution.

The Debtors' attempts to resolve the dispute over de-
securitization of Bondholder debt most likely will be fruitless,
particularly when intractable Bondholders continue to decline to
negotiate directly with the Debtors, Mr. Doyle maintains.

The Court should promptly enter judgment in the adversary
proceeding and determine whether the Bondholders are secured and,
if so, the value of their secured claims under Section 506 of the
Bankruptcy Code, Mr. Doyle suggests.  The adjudication would
remove uncertainties about the allegedly Bondholder secured
claims, allow more definitive Plan treatment of the claims,
accelerate Solutia toward reorganization, and leave only the
Committee of Equity Security Holders of Solutia, Inc.'s dispute
to be resolved, he adds.

(3) Noteholders Committee

The Ad Hoc Committee of Solutia Noteholders asks the Court to
deny the requested extension.  The Debtors' request is not
supported by real progress in the Chapter 11 cases, and the
justifications given for extending exclusivity are hollow, argues
Bennett J. Murphy, Esq., at Hennigan, Bennett & Dorman LLP, in
Los Angeles, California.

Mr. Murphy asserts that the Debtors need to fully abandon their
partisan posture respecting the adversary proceeding commenced by
the Official Committee of Equity Security Holders against
JPMorgan Chase Bank, as indenture trustee.  To advance toward a
confirmable compromise plan, the Debtors need to advance a
proposal that fairly reflect the vulnerabilities of their
partisan position, he says.

The Debtors, according to Mr. Murphy, also need to seek
concessions from all constituencies on a fair and equitable
basis, rather than ask for sacrifices from some, but not all
parties.  He points out that the Debtors' November 2006 term
sheet called for no sacrifice from general unsecured creditors,
instead they would receive a substantially higher recovery
compared to the February lien-stripping Plan.

In response to the November term sheet, the Noteholders continued
their efforts to seek out a basis for a consensual plan by
initiating and continuing a dialogue with Monsanto, the other
major stakeholder in the Debtors' Chapter 11 cases.

The Debtors have lost focus and still have no effective strategy
to lead the Plan process, Mr. Murphy contends.  A standalone,
consensual plan should remain the central goal, he asserts.

The Debtors have repeatedly emphasized the difficulty and
complexity of legacy liability issues in promoting the so-called
"global settlement," Mr. Murphy notes.  The addition of a
potential acquirer only multiplies the complexities and increases
the difficulties.

An indicative bid is not actually a bid as the term is used in
normal discourse, but merely an expression of an interest in
possibly making one later, Mr. Murphy relates, referring to the
Debtors' statement of having received indicative bids in
December.  The Debtors do not state that any of the parties who
submitted the indications of interest by the deadline of nearly
two months ago thereafter actually followed through the bid, he
argues, nor have the Debtors set a deadline for bids to be made.

Mr. Murphy suggests that the Court provide the parties guidance
as to when a ruling may be expected on the JPMorgan Adversary
Proceeding, and when the Court would require the parties to
proceed to trial in the Official Committee of Equity Security
Holders' adversary proceeding against Monsanto and Pharmacia
Corp.  The prospect of an upcoming ruling in the adversary
proceeding and the prospect of trial in the case would encourage
parties to "pick up the pace," he tells the Court.

                 Creditors Committee's Statement

Solutia's Official Committee of Unsecured Creditors relates that
the mediation, which commenced on November 9, 2006, by Monsanto,
Pharmacia and the Equity Committee on the issues in dispute in
connection with the Equity Committee Adversary Proceeding, upon
information and belief, has been suspended to examine alternative
emergence scenarios.

The Creditors Committee believes that the Debtors' current
request for extension should be accompanied by a direction from
the Court that the parties-in-interest to the JPMorgan Adversary
Proceeding, including the Debtors, Monsanto, Creditors Committee,
Bondholders Committee and the Ad Hoc Trade Committee, participate
in a compulsory formal 30-day mediation process.

Despite some sporadic one-off negotiations between various
parties to the JPMorgan Adversary Proceeding, Daniel H. Golden,
Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, says
that there has yet to be any substantive negotiations or a single
meeting that included all the relevant parties.

A resolution of the Debtors' Chapter 11 cases is significantly
more difficult without a consensual settlement of the issues
raised in the JPMorgan Adversary Proceeding, Mr. Golden tells the
Court.

In the event that the mediation proves unsuccessful at the
conclusion of the 30-day period, the Creditors Committee will
join in Monsanto's and the Retirees Committee's request for an
immediate ruling in the JPMorgan Adversary Proceeding.

                     Court Enters Bridge Order

Following the filing of the various parties' responses, the
Honorable Prudence Carter Beatty entered a bridge order wherein:

    -- the Exclusive Filing Period is extended to the date on
       which the Court enters an order determining the Debtors'
       extension request, at which time the Court may extend the
       Exclusive Filing Period to April 30, 2007; and

    -- the Exclusive Solicitation Period is extended to the date
       60 days after the Court enters an order determining the
       Debtors' extension request, at which time the Court may
       extend the Exclusive Solicitation Period to June 29, 2007.

           Reasons for the Exclusivity Extension Motion

Representing the Debtors, Jonathan S. Henes, Esq., at Kirkland &
Ellis LLP, in New York, as reported in the Troubled Company
Reporter on Feb. 5, 2007, told the Court that the Debtors have
used the previous extensions of their Exclusive Periods to make
significant progress on three potential paths to:

   (1) seek confirmation of a modified version of a Global
       Settlement, which would provide the 2027 and 2037
       noteholders a higher percentage recovery than the general
       unsecured creditors to resolve the JPM Adversary
       Proceeding;

   (2) work on another potential plan that would be funded by
       the proceeds from the sale of the equity of reorganized
       Solutia; and

   (3) analyze the viability of an alternative plan to sell
       certain businesses, use the cash proceeds from the sales
       to satisfy liabilities and pay creditors, and reorganize
       around the remaining businesses.

Mr. Henes disclosed that in late November 2006, the Debtors
prepared and provided a proposal for the Equity Premium Plan to
its major stakeholders.  In addition, beginning in late November
2006, the Debtors began a month-long sales process, during which
it contacted 18 potential purchasers and obtained indications of
interest from six of them.  He stated that the Debtors are
continuing to work with the parties that submitted the bids and
its stakeholders to develop the Sale Plan.

Moreover, Mr. Henes said that the stakeholders whose claims were
not satisfied in cash would receive the equity of the reorganized
company pursuant to the Modified Sale Plan.

Jeffry N. Quinn, Chairman, President and Chief Executive Officer
of Solutia, attested that the company has stabilized and improved
its businesses, maximized the value of the estate, and provided
for a fair distribution of value to its creditors by implementing
its four-part strategy, in which:

   (a) Solutia improved its financial operating performance by
       recruiting a new management team that instilled greater
       commercial discipline across all business lines, achieved
       greater operating performance in its plants, reduced
       overhead costs, and used the Chapter 11 process to reject
       unfavorable contracts;

   (b) Solutia has improved the quality of its asset portfolio;

   (c) Solutia addressed its legacy liabilities by negotiating
       an agreement in principle that reallocated the majority
       of them back to Monsanto Company; and

   (d) Solutia is working to ensure that it has a competitive
       capital structure upon emergence by pursuing a plan of
       reorganization that would leave the company with a much
       improved and reasonably competitive balance sheet.

Mr. Quinn related that Solutia has reached an agreement in
principle with Monsanto and the Official Committee of Unsecured
Creditors in June 2005.  Solutia also negotiated a comprehensive
settlement with the Official Committee of Retirees, providing for
a $175,000,000 trust for the benefit of the company's 20,000
retirees in exchange for significant reductions in future retiree
medical and life insurance obligations.

Mr. Quinn stated, however, that the Plan confirmation process was
stalled because:

   (i) two pending adversary proceedings were commenced by (x)
       the Official Committee of Equity Security Holders against
       Monsanto and Pharmacia Corp. in March 2005, and (y)
       JPMorgan Chase Bank, as indenture trustee, against
       Solutia in May 2005; and

  (ii) many of the stakeholders with whom Solutia negotiated the
       Global Settlement are no longer involved in the
       bankruptcy cases, and the successors want to negotiate a
       new deal.

Mr. Quinn stated that Solutia is currently working to renegotiate
an amended plan with the new constituents.  However, the
renegotiation has proved challenging because the new constituents
have a different set of perspectives and expectations than their
predecessors, Mr. Quinn told Judge Beatty.

Furthermore, Mr. Quinn averred that even if the Debtors were to
reach an agreement now with their stakeholders on the Proposal or
with a potential purchaser under the Sale Plan or Modified Sale
Plan, the Debtors would still not be able to confirm an amended
plan by February 13, 2007.

Mr. Henes asserted that extension of the Exclusive Periods is
necessary and appropriate for the Debtors to work out a deal
under any of the Emergence Paths.  Mr. Henes maintains that any
additional extension would not pressure creditors, but rather
would provide the Debtors with the time to continue their efforts
to good-faith negotiations between and among their stakeholders,
without any one stakeholder exerting unwarranted leverage over
negotiations.

Furthermore, Mr. Henes contended that an exclusivity extension is
necessary to allow for a Plan confirmation without a final, non-
appealable judgment in the JPMorgan Adversary Proceeding.
Similarly, the Equity Committee Adversary Proceeding must be
resolved before a plan can be approved because of its impact on
the Global Settlement, he maintains.

Mr. Henes assured the Court that no party will be prejudiced by
an extension of the Exclusive Periods because Solutia is paying
its debts as they become due, as supported by the Debtors' Court-
approved $1,225,000,000 of debtor-in-possession financing.

Mr. Henes maintained that if Solutia loses exclusive control of
the plan process, it could jeopardize the Global Settlement,
which is necessary to any plan of reorganization.  Any disruption
in Solutia's control over the plan process could be debilitating
and distract Solutia from moving forward with its reorganization
efforts, he pointed out.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Wants to Implement 2007 Incentive Program
------------------------------------------------------
Solutia Inc. and certain of its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to implement their annual incentive program for 2007.

Solutia, with the advice and support of its Board of Directors;
the Board's Executive Compensation and Development Committee; Hal
E. Wallach, Jr., a principal at Mercer Human Resource Consulting;
and its major constituencies, developed the 2007 AIP based on two
performance measures: increased EBITDAR and decreased working
capital as a percentage of sales.

Solutia's senior management analyzed historical financial
results, projections for 2007 and other data to refine the
specific goals for each of Solutia's major business units.

The senior management also refined the specific metrics for the
emergence component of the 2007 AIP on the date of emergence and
enterprise value upon emergence.   The 2006 AIP was approved on
the condition that the 2007 AIP include a performance measure for
Mr. Quinn and certain of his direct reports related to the
Debtors' emergence from their Chapter 11 cases.

Based on the feedback provided by its major constituencies on the
emergence portion of the AIP, Solutia modified the definition of
"enterprise value" to reflect "distributable value"; increased
the minimum amount of distributable value required to qualify
under the emergence component; and added a provision that allows
the emergence annual incentive program participants to share in
any distributable value at emergence in excess of the maximum
target.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that, with few exceptions, all of Solutia's employees
will participate in the 2007 AIP and have an opportunity to earn
a bonus if Solutia meets or exceeds its financial or operational
goals in 2007.

Bonuses will be paid from pools that will be established for
Solutia's corporate group and for each of Solutia's business
units -- Integrated Nylon, Saflex, CPFilms and Specialty
Products.

The portion of the bonus pool allocated to each metric can exceed
100%, but the aggregate pool cannot exceed $7,500,000.  Up to
$2,343,750 can be earned for the pool based on Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA); up to
$2,250,000 based on enterprise value; and up to $5,625,000 based
on unsecured creditor recovery.

The funding of each business unit incentive pool and the core
function incentive pool will be 90% of all aggregate target
bonuses for individuals assigned to the pool multiplied by the
weighted average of pre-established funding factor for
achievement of specific objective performance parameters relative
to a targeted performance.

In addition, an overall corporate discretionary bonus pool will
be funded by the enterprise-level Earnings Before Interest,
Taxes, Depreciation, Amortization and Restructuring costs
(EBITDAR) performance relative to a pre-established target
performance.  The funding will be 10% of all aggregate target
bonuses multiplied by a pre-established funding factor.

The size of the emergence metric component of the AIP program
will be calculated by multiplying the eligible employee's target
emergence metric amount by a factor based on the emergence date
and the Company's adjusted enterprise value available for
distribution on the emergence date.  The metrics for 2007:

                 Core Pool and Business Pools

Unit                  Measure                            Weight
----                  -------                            ------
Core                  Enterprise EBITDAR                    75%
                      Enterprise Ave. Working Capital %     25%

Integrated Nylon      EBITDAR                               75%
                      Ave. Working Capital %                25%

Saflex                EBITDAR                               50%
                      Gross Margin %                        25%
                      Ave. Working Capital %                25%

CPFilms               Gross Profit                          75%
                      Ave. Working Capital %                25%

Other PPD             EBITDAR                               75%
                      Ave. Working Capital %                25%

                 Enterprise Discretionary Bonus Pool

Unit                  Measure                            Weight
----                  -------                            ------
All                   Enterprise EBITDAR                   100%

The emergence metric pool will be increased by an amount equal to
3% of the total value greater than $1,161,000,000.  The
bankruptcy emergence metric adjusted enterprise value available
for distribution is:

                      Q2 2007      Q3 2007      Q4 2007
                      -------      -------      -------
      $737,000,000      1.0x         0.9x         0.8x
      $837,000,000      1.2x         1.1x         1.0x
      $937,000,000      1.4x         1.3x         1.2x
    $1,037,000,000      1.6x         1.5x         1.4x
    $1,099,000,000      1.8x         1.7x         1.6x
    $1,161,000,000      2.0x         1.9x         1.8x

Awards based on the 50% of the emergence metric will be paid out
no later than 10 days after the emergence date.  Awards based on
the performance metric and the remaining 50% of the emergence
metric will be paid out no later than two and a half months after
the close of the calendar year 2007.  An employee who has a
component of their annual incentive program award comprised of
the emergence metric will be entitled to his award even if his
employment is terminated on or after the emergence date, or if
the emergence employee is terminated without cause before the
emergence date.

A copy of the emergence bonus plan is available for free at:

               http://researcharchives.com/t/s?19e7

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Court Extends Removal of Actions Period Until May 7
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Solutia Inc. and its debtor-affiliates' request to extend
the time within which they can file notices of removal of civil
actions and proceedings from Feb. 5, 2007, through and including
May 7, 2007.

As reported in the Troubled Company Reporter on Jan. 29, 2007,
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
told the Court that the Debtors continue to review their files
and records to determine whether to remove a number of civil
causes of action pending in state or federal court to which it
might be parties.

Mr. Henes stated that the Debtors' key personnel and legal
department are assessing the civil actions while being actively
involved in the Debtors' Chapter 11 cases.  Additional time to
consider filing notices of removal in the Civil Actions is
required, Mr. Henes asserted.

The rights of any party to the Civil Actions will not be
prejudiced by the extension, Mr. Henes assured the Court.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: AMEC Transfers $33,942 Claim to Contrarian Funds
-------------------------------------------------------------
The Bankruptcy Clerk of the U.S. Bankruptcy Court for the Southern
District of New York recorded the transfer of AMEC Earth &
Environmental Inc. Claim No. 3589 against Solutia Inc. and its
debtor-affiliates to Contrarian Funds LLC.

AMEC Earth's claim has a face value of $33,942.

Contrarian is located at Suite 225, 411 West Putnam Avenue, in
Greenwich, Connecticut.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOURCECORP INC: S&P Cuts Corporate Credit Rating to B from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based SOURCECORP Inc. to 'B' from 'B+'. In
addition, Standard & Poor's assigned its 'CCC+' rating to the
proposed $125 million senior unsecured note issuance at Corpsource
Finance Holdings, LLC, a holding company two levels up from the
borrower.

The proceeds from the offering will be used to fund a special
dividend to the equity owners of Corpsource Holdings, LLC,
the parent company of SOURCECORP.

The outlook is negative.

"The ratings reflect a leveraged financial profile, niche position
in the large, fragmented, business process outsourcing (BPO)
market, and relatively modest EBITDA base," said Standard & Poor's
credit analyst Martha Toll-Reed.

These factors are partly offset by a material level of recurring
revenues, significant barriers to entry and customer switching
costs, and a diverse customer base.

SOURCECORP had fiscal 2006 revenues of $372 million, up almost 5%
from the prior year.  The company provides solutions that enable
its customers to automate high-volume, document-intensive workflow
processes through services that include: Document canning or
digitization, Web-based electronic document hosting and retrieval,
and customer statement processing.  In addition, the company
offers specialized services that include class action claims
administration services, and professional economic research and
litigation services.  In August 2006, SOURCECORP sold its medical
records release of information operations, which did not
contribute meaningfully to 2006 operating earnings.

SOURCECORP focuses its operations primarily in the financial
services, healthcare, legal and government markets.  The majority
of its BPO solutions--about 65% of revenues--are contractual and
recurring in nature, with significant customer switching costs,
enhancing revenue stability and predictability.  Although the
company's operations are based in the U.S., it utilizes
international partner relationships to provide flexible and
cost-effective service solutions.


SPECIALTY RESTAURANT: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Specialty Restaurant Group, LLC
        dba The American Cafe
        dba Silver Spoon Cafe
        dba L&N Seafood Grill
        dba Silver Spoon/American Cafe
        340 South Washington Street
        Maryville, TN 37804

Bankruptcy Case No.: 07-30779

Type of Business: The Debtor owns and operates three restaurant
                  concepts with over 35 restaurants primarily
                  located in the Eastern United States: The
                  American Cafe, Silver Spoon Cafe, and L&N
                  Seafood Grill.  See http://www.srg.us/
                  http://www.americancafe.com/
                  http://www.silverspooncafe.us/
                  http://www.lnseafood.com/

Chapter 11 Petition Date: February 14, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Gregory Michael Wilkes, Esq.
                  Kristian W. Gluck, Esq.
                  Fulbright & Jaworski LLP
                  2200 Ross Avenue, Suite 2800
                  Dallas, TX 75201
                  Tel: (214) 855-8000
                  Fax: (214) 855-8200

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
GECC                             Bank Loan          $11,187,289
8377 E. Hartford Dr., Suite 200  Value of
Scottsdale, AZ 85255             security:
Tel: (800) 617-3783              $3,500,000

Internal Revenue Service         Trade Debt          $2,539,497
Special Procedures Staff
Mail Code 5020-DAL
1100 Commerce Street, Room 9B8
Dallas, TX 75242

Ruby Tuesday, Inc.               Trade Debt            $700,725
150 W. Church Avenue
Maryville, TN 37801
Tel: (865) 379-5700

Tia's Carrollton                 Trade Debt            $250,000
c/o Today's Management, Inc.
17400 Dallas Parkway, Suite 216
Dallas, TX 75287

Simon Capital at Tyrone Square   Trade Debt            $250,000
c/o Simon Property Group, LLC
National City Center
115 W. Washington Street
Indianapolis, IN 46204
Tel: (972) 966-1111

Tia's Lewisville                 Trade Debt            $245,000
c/o First Commerical Realty
2016 Justin Road, Suite 300
Lewisville, TX 75077

Tia's West Plano                 Trade Debt            $235,603
c/o Old Shepard Place II, Ltd.
9400 N. Central Expressway
Suite 1305
Dallas, TX 75231

Westlake Retail                  Trade Debt            $233,709
Shafer Plaza XXI, Ltd.
7015 Snider Plaza, Suite 207
DALLAS, TX 75205

Governors Square Partnership     Trade Debt            $100,012
P.O. Box 64207
Baltimore, MD 21264

Tia's Fort Worth WRI Overton     Trade Debt             $96,175
Plaza, LP
2800 Citadel Plaza, Suite 300
Houston, TX 77008
Tel: (512) 328-4888

Franconia Two, L.P.              Trade Debt             $88,235
P.O. Box 33548
Hartford, CT 06150

Waterside Shops at Pelican Bay   Trade Debt             $86,652
Drawer #5871 PO Box 79001
Detroit, MI 48279
Tel: (800) 969-2069

Tia's Fairfax                    Trade Debt             $80,000
c/o F.L. Promenade LP
12500 Fair Lakes Circle
Suite 430
Fairfax, VA 22033
Tel: (703) 227-0888

4776 Granite Run Mall            Trade Debt             $78,110
P.O. Box 402215
Atlanta, GA 30384
Tel: (317) 263-8112

Jacksonville Landing             Trade Debt             $71,212
Investments
2 Independent Dr., Suite 250
Jacksonville, FL 32202

Lakeforest Associates LLC        Trade Debt             $70,225
P.O. Box 404574
A/C 375-6552702
Atlanta, GA 30384
Tel: (888) 327-4911

Tennessee Department of Revenue  Trade Debt             $68,275
Tax Enforcement Division
531 Henley Street, Suite 616
Knoxville, TN 37902
Tel: (865) 594-5963

Carousel Center Company LP       Trade Debt             $67,771
P.O. Box 8000
Department 692
Buffalo, NY 14267
Tel: (504) 888-2090

Florida Department of Revenue    Trade Debt             $67,678
Consolidated Tax Section
5050 West Tennessee Street
Building F-3
Tallahassee, FL 32399
Tel: (850) 410-4900

Crystal Run Newco LLC            Trade Debt             $63,068
P.O. Box 8000 DEPT 534
Buffalo, NY 14267
Tel: (703) 920-8500


SPECIALTY RESTAURANT: Wants Access to GECC Cash Collateral
----------------------------------------------------------
Specialty Restaurant Group LLC asks the U.S. Bankruptcy Court for
the Northern District of Texas for permission to use the cash
collateral securing repayment of its debts to General Electric
Capital Corporation.

The Debtor owes GECC $11,187,289.  The Debtor borrowed money from
GECC to partially finance the purchase of its three restaurant
concepts -- The American Cafe, Silver Spoon Cafe and Silver
Spoon/American Cafe -- and for working capital.  To secure its
obligations, the Debtor granted GECC first priority liens and
security interests in substantially all of its assets.

The Debtor tells the Court it needs to use the cash collateral to
fund payroll and other operating needs, including the costs of
administration of its chapter 11 case.  Currently, the Debtor has
little or no available cash or assets readily convertible into
cash that are not subject to its lenders' asserted liens and
security interests.

The Debtor assures the Court that GECC is adequately protected by
virtue of the Debtor's continued operations and expenditure of
cash on maintaining the business.  The Debtor proposes to grant
GECC replacement liens and security interests, which is limited to
the diminution of the value of the collateral and solely to the
extent GECC establishes valid and fully perfected liens in the
collateral.

Based in Maryville, Tennessee, Specialty Restaurant Group LLC --
http://www.srg.us/-- operates primarily through three unique,
well-positioned restaurant concepts, The American Cafe, Silver
Spoon Cafe and Silver Spoon/American Cafe.  It presently owns
and operates seven American Cafe's in Mobile, Alabama; Fort Myers,
Florida; Jacksonville, Florida; Chattanooga, Tennessee;
Germantown, Tennessee; Alexandria, Virginia; and Herndon,
Virginia; two Silver Spoon Cafe's in Bonita Springs, Florida
and Naples, Florida; and two Silver Spoon/American Cafe's in
Atlanta, Georgia; and Knoxville, Tennessee.  The company filed for
chapter 11 protection on Feb. 14, 2007 (Bankr. N.D. Tex. Case No.
07-30779).  Gregory Michael Wilkes, Esq., and Kristian W. Gluck,
Esq., at Fulbright & Jaworski LLP, represent the Debtor.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


SPECIALTY RESTAURANT: Wants More Time to File Schedules
-------------------------------------------------------
Specialty Restaurant Group LLC asks the U.S. Bankruptcy Court for
the Northern District of Texas to extend its deadline to file its
various schedules of assets and liabilities and statements of
financial affairs.

Pursuant to Rule 1007(c) of the Federal Rules of Bankruptcy
Procedure, the Debtor has until March 1, 2007, to file its
Schedules and Statements.  The Debtor anticipates it won't be able
to complete its Schedules and Statements by the deadline.

To prepare the required Schedules and Statements, the Debtor must
gather information from books, records and documents relating to a
multitude of transactions.  According to the Debtor, collection of
the necessary information requires an expenditure of substantial
time and effort on the part of its employees.  The Debtor has
mobilized its employees to work diligently on the assembly of the
necessary information.

The Debtor expects that it will be able to file its Schedules and
Statements, all in the appropriate formats prescribed by the
Bankruptcy Code and the Bankruptcy Rules, by March 31, 2007.

Based in Maryville, Tennessee, Specialty Restaurant Group LLC --
http://www.srg.us/-- operates primarily through three unique,
well-positioned restaurant concepts, The American Cafe, Silver
Spoon Cafe and Silver Spoon/American Cafe.  It presently owns
and operates seven American Cafe's in Mobile, Alabama; Fort Myers,
Florida; Jacksonville, Florida; Chattanooga, Tennessee;
Germantown, Tennessee; Alexandria, Virginia; and Herndon,
Virginia; two Silver Spoon Cafe's in Bonita Springs, Florida
and Naples, Florida; and two Silver Spoon/American Cafe's in
Atlanta, Georgia; and Knoxville, Tennessee.  The company filed for
chapter 11 protection on Feb. 14, 2007 (Bankr. N.D. Tex. Case No.
07-30779).  Gregory Michael Wilkes, Esq., and Kristian W. Gluck,
Esq., at Fulbright & Jaworski LLP, represent the Debtor.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


STONE TOWER: S&P Rates $31 Million Class D Notes at BB
------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Stone Tower CLO VI Ltd.'s $922 million floating-rate
notes.

The preliminary ratings are based on information as of
Feb. 14, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes and by the subordinated notes
        and overcollateralization;

     -- The cash flow structure, which was subjected to various
        stresses
        requested by Standard & Poor's;

     -- The experience of the collateral manager;

     -- The coverage of interest rate risks through hedge
        agreements; and

     -- The legal structure of the transaction, including the
        bankruptcy remoteness of the issuer.

                     Preliminary Ratings Assigned

                        Stone Tower CLO VI Ltd.

             Class                 Rating        Amount
             -----                 ------        ------------
             A-1                   AAA           $140,000,000
             A-2a                  AAA           $550,000,000
             A-2b                  AAA            $61,000,000
             A-3                   AA             $56,000,000
             B                     A              $47,000,000
             C                     BBB            $37,000,000
             D                     BB             $31,000,000
             Subordinated notes    NR             $78,000,000

                          NR -- Not rated.


STRUCTURED ADJUSTABLE: S&P Junks Rating on Class M-3 Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-3
from Structured Adjustable Rate Mortgage Loan Trust's series
2004-9XS to 'CCC' from 'BBB' and removed it from CreditWatch with
negative implications, where it was placed Nov. 21, 2006.

Concurrently, the ratings on classes A, M-1, and M-2, the
remaining classes from this transaction, were affirmed.

The downgrade is the result of a cumulative write-down of $148,169
to the class M-3 certificates.  The failure of the transaction to
produce excess spread contributed to the write-down.  As of the
January 2007 remittance period, cumulative realized losses were
$173,508, or 0.06% of the original pool balance.  The class M-3
certificates absorbed approximately 85% of the total losses; the
remaining 15% was covered by monthly excess spread.  The
transaction has not produced excess spread since the April 2006
distribution date.

The removal of the rating on class M-3 from CreditWatch negative
reflects the downgrade to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'CCC+' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

Credit support is provided through a combination of excess spread
and subordination.  The underlying collateral consists of
conventional, fully amortizing, adjustable-rate mortgage loans,
which are secured by first liens on one- to four-family
residential properties.

                     Rating Lowered And Removed
                     From Creditwatch Negative

            Structured Adjustable Rate Mortgage Loan Trust
              Mortgage Loan Asset-Backed Certificates

                                      Rating
                                      ------
              Series     Class   To               From
              ------     -----   --               ----
              2004-9XS   M-3     CCC              BBB/Watch Neg

                         Ratings Affirmed

          Structured Adjustable Rate Mortgage Loan Trust
             Mortgage Loan Asset-Backed Certificates

               Series       Class           Rating
               ------       -----           ------
               2004-9XS     A               AAA
               2004-9XS     M-1             AA
               2004-9XS     M-2             A


STRUCTURED ASSET: S&P Places Ratings on Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 18
subordinate classes from 11 different residential mortgage-backed
securities transactions issued in 2006 on CreditWatch with
negative implications.  The affected classes are rated 'BBB-',
'BB+', and 'BB'.

The CreditWatch placements reflect early signs of poor performance
of the collateral backing these transactions.  Most of the
transactions were issued during the first half of 2006.  The
percentage of loans in these pools that are severely delinquent
ranges from 2.77% to 13.46%.  Losses range from zero to 1.30%.

Placing Standard & Poor's ratings on CreditWatch when a
transaction has not experienced a loss represents a new
methodology derived from its normal practice.  The combination of
early high delinquencies and minimal or no loss experience had
not been seen in the performance exhibited by prior vintages.
Because there have been no substantial cumulative realized losses,
Standard & Poor's measured deal performance against the stressed
time to disposition of the loans and a reinstatement rate
assumption of zero for all severely delinquent loans.

Many of the 2006 transactions may be showing weakness because of
origination issues, such as aggressive residential mortgage loan
underwriting, first-time home-buyer programs, piggyback second-
lien mortgages, speculative borrowing for investor properties, and
the concentration of affordability loans.

Most of the transactions with subordinate ratings being placed on
CreditWatch were issued during the first half of 2006, before
Standard & Poor's  raised its loss coverage levels for loans with
the layered risks mentioned above.  Three of the affected
transactions were closed-end second-lien deals that were
issued during the second half of 2006.

Standard & Poor's consecutively raised the 'BBB' loss coverage
levels for transactions issued from the first through fourth
quarters of 2006.  The average quarterly 'BBB' loss coverage
levels during the year were as follows: 7.36% in the first
quarter, 7.83% in the second quarter, 12.10% in the third quarter,
and 12.70% in the fourth quarter.

The extent to which the high levels of severely delinquent
mortgage loans result in increased levels of actual realized
losses will ultimately determine the extent of future rating
actions on these transactions and others in the 2006 vintage.
Generally, transactions issued during the second half of 2006
are passing the stress levels based on the January 2007 reported
data, primarily because they typically have more loss coverage.
Increased loss coverage was introduced for the deals issued in
July 2006.

Credit support for each series is derived from either
subordination or a combination of subordination, excess interest,
and overcollateralization (O/C).  O/C levels are at or near their
targets, and subordination amounts have not yet declined
significantly.

Standard & Poor's will continue to closely monitor the performance
of these transactions.

Over the next three months, Standard & Poor's will monitor the
losses incurred as a result of the liquidation of REO assets.  If
these losses are material, and if delinquencies continue at their
present pace, Standard & Poor's would expect to lower its ratings
up to three notches depending on individual performance.

Conversely, if the delinquency rates decline and substantial
cumulative losses are not realized, Standard & Poor's will affirm
the ratings and remove them from CreditWatch negative.

Additionally, Standard & Poor's has determined that the
CreditWatch placements affecting the ratings on these RMBS
tranches will have no impact on outstanding CDO ratings.

These transactions are collateralized by subprime, Alt-A, or
closed-end second-lien loans.  The transactions were initially
backed by pools of fixed- and adjustable-rate mortgage loans
secured by first, second, or third liens on one- to four-family
residential properties.

Standard & Poor's will hold a teleconference Thursday,
Feb. 15, 2007, at 10:00 a.m. to discuss market concerns regarding
the performance of many of the transactions issued in 2006 and the
impact of the rating performance of these transactions on CDO
transactions.  This discussion will focus on Standard & Poor's
rationale and methodology used for the CreditWatch actions
detailed in this release.  The details for the teleconference are
listed below the ratings list.

                Ratings Placed On Creditwatch Negative

               Asset-Backed Certificates Trust 2006-IM1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-IM1   B            BBB-/Watch Neg   BBB-

                        GSAMP Trust 2006-S5

                                            Rating
                                            ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-S5    M-7          BBB-/Watch Neg   BBB-
             2006-S5    B-1          BB+/Watch Neg    BB+
             2006-S5    B-2          BB+/Watch Neg    BB+

              New Century Home Equity Loan Trust 2006-S1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-S1    M-7          BB+/Watch Neg    BB+
             2006-S1    M-8          BB+/Watch Neg    BB+

        Securitized Asset Backed Receivables LLC Trust 2006-NC1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-NC1   B-3          BBB-/Watch Neg   BBB-

                 Structured Asset Investment Loan Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-1     B1           BBB-/Watch Neg   BBB-
             2006-1     B2           BB+/Watch Neg    BB+
             2006-2     B2           BB/Watch Neg     BB
             2006-BNC1  B2           BB+/Watch Neg    BB+
             2006-BNC2  B2           BB/Watch Neg     BB

         Structured Asset Securities Corp. Mortgage Loan Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-BC1   B3           BB/Watch Neg     BB

                       Terwin Mortgage Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               -----
             2006-6     I-B-7        BB+/Watch Neg    BB+
             2006-6     I-B-8        BB/Watch Neg     BB
             2006-6     II-B-5       BB+/Watch Neg    BB+
             2006-6     II-B-6       BB+/Watch Neg    BB+
             2006-8     I-B-8        BB+/Watch Neg    BB+


SUN COAST: S&P Cuts Rating on $22.5 Million Revenue Bonds to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Largo,
Florida's $22.5 million series 1993 revenue bonds, issued for Sun
Coast Hospital, to 'B' from 'BB-', reflecting University
Community Hospital's terminated affiliation with Sun Coast,
effective February 28; and Sun Coast's weaker financial profile in
the past few years, with its financial losses and minimal
liquidity.

The outlook is developing.

"The developing outlook reflects upside rating potential if an
affiliation agreement is signed, although any rating upgrade or
outlook revision would depend on the nature of the affiliation and
the financial and operational strength of the affiliate," said
Standard & Poor's credit analyst Cynthia Keller Macdonald.

"If Sun Coast Hospital fails to substantially reduce the losses or
sign a meaningful affiliation agreement to replace UCH, it would
likely result in a lower rating or default as Sun Coast has
virtually no liquidity to support losing operations over the long
term."

The 'B' rating also reflects Sun Coast's steadily weakening
financial results, including losses from operations and minimal
liquidity; potential management and operational disruption as Sun
Coast's CEO--a UCH employee--returns to UCH at the end of
February, and as many joint operating systems with UCH continue to
be unwound; and  significant competition in this service area from
both hospitals and physicians.

UCH remains obligated under the affiliation agreement for fiscal
year end 2006 and so, as they did last year, UCH plans to reduce
its management fee and overhead allocation by an amount sufficient
to allow Sun Coast to reach 1.25x debt service coverage.   Without
the UCH support, Sun Coast's unaudited fiscal year 2006 results
show an operating loss of $2.8 million and a bottom line loss of
$2.4 million.  Although management was able to reduce expenses
significantly last year, revenue also dipped.

Sun Coast's management indicates that it began to seek a new
business partner once UCH notified it of the affiliation
termination.  Additionally, Sun Coast's CFO will assume an interim
CEO position when the current CEO returns to UCH.

"It is possible that the rating could remain in the 'B' category
even if an affiliation agreement is not signed, as long as annual
operating losses can be reduced to approximately breakeven
levels," added Ms. Keller Macdonald.


SUPERIOR WHOLESALE: Fitch Rates $16 Million Class D Notes at BB+
----------------------------------------------------------------
Fitch Ratings rates the Superior Wholesale Inventory Financing
Trust 2007-AE-1 floating-rate asset-backed term notes, as:

   -- $823,600,000 class A 'AAA';
   -- $112,700,000 class B 'A+';
   -- $48,300,000 class C 'BBB+'; and
   -- $16,100,000 class D 'BB+'.

As in prior SWIFT transactions, the securitization is backed by a
pool of loans made by GMAC LLC to retail automotive dealers
franchised by General Motors Corp. to finance new and used
vehicles inventories.

This is the first dealer floorplan ABS securitization issued by
GMAC since the completion of the sale in November 2006 of a 51%
ownership interest to FIM Investors, LLC - an investment vehicle
formed by Cerberus Capital Management, L.P., Aozora Bank Limited,
Citigroup Inc., and PNC Financial Services Group, Inc.

The class A, B, and C term notes are issued publicly, while the
class D notes and certificates are initially being retained by the
seller. 2007-AE-1 also issued class A floating-rate asset-backed
revolving notes with a maximum balance of $400 million.  The
certificates and the A-RN are not rated by Fitch.  The ratings on
the notes are based on the quality of the underlying pool of
receivables, available credit enhancement, sound legal and cash
flow structures including early amortization triggers, and dealer
and asset overconcentration limits.

Credit enhancement for SWIFT 2007-AE-1:

   -- 25.50% for the class A term notes;
   -- 18.50% for the class B term notes;
   -- 15.50% for the class C term notes; and
   -- 14.50% for the class D term notes.

Credit enhancement levels have increased compared with SWIFT XII.
Class A credit enhancement rose to 25.50% from 10.50%; class B
credit enhancement grew to 18.50% from 7.50%; class C credit
enhancement increased to 15.50% from 6.25%; and for the class D
notes, credit enhancement is 14.50% versus 5.0%.

The early amortization event related to a GM bankruptcy has been
modified in 2007-AE-1 to exclude a filing under Chapter 11 of the
U.S. Bankruptcy Code, whereas in prior SWIFT transactions, a
Chapter 11 filing was included.  An early amortization event
related to a GM filing under Chapter 7 of the U.S. Bankruptcy
Code, either voluntary or involuntary, remains. In addition, this
early amortization event also includes the cessation of operations
by GM as an auto manufacturer or an undertaking by GM to sell or
liquidate all or substantially all of its auto manufacturing
assets or business, in either case after a Chapter 11 filing.

Basis swaps have been incorporated into the structure to mitigate
basis risk between prime-based floorplan receivables and London
Interbank Offered Rate based notes.  The reserve fund was fully
funded at closing at 1.50% and includes step-up features, all
consistent with SWIFT XII.

As of the initial cut-off date, the pool of accounts included in
SWIFT 2007-AE-1 contained 418 dealer accounts, with an aggregate
principal balance of approximately $1.82 billion.  New and used
vehicles represented 90.89% and 9.11%, respectively.  The average
principal balance of eligible receivables in each account was
approximately $3.73 million.

Loss experience for GMAC's U.S. wholesale portfolio has been
consistent.  In the years 2002-2004, recoveries exceeded losses,
while in 2005 and in the nine months ended Sept. 30, 2006, net
losses remained negligible.  Monthly payment rate performance has
also generally been consistent in recent years.

Since 2002, GMAC's U.S. wholesale portfolio's average MPR has
ranged between 35.30% and 45.80%; for the nine months ended
Sept. 30, 2006, the average MPR was 37.50%.  Dealer credit rating
distributions during the period 2001-2004 were fairly consistent;
however some migration of dealer ratings occurred in 2005 and 2006
where the Satisfactory category, the strongest, represented
decreased percentages of the dealer base, while the Limited
category, the next strongest, represented an increased percentage.
The dealers categorized as Programmed and No Credit, the weakest
categories, remained a consistent proportion of the dealer base.


TERWIN MORTGAGE: S&P Places Ratings on Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 18
subordinate classes from 11 different residential mortgage-backed
securities transactions issued in 2006 on CreditWatch with
negative implications.  The affected classes are rated 'BBB-',
'BB+', and 'BB'.

The CreditWatch placements reflect early signs of poor performance
of the collateral backing these transactions.  Most of the
transactions were issued during the first half of 2006.  The
percentage of loans in these pools that are severely delinquent
ranges from 2.77% to 13.46%.  Losses range from zero to 1.30%.

Placing Standard & Poor's ratings on CreditWatch when a
transaction has not experienced a loss represents a new
methodology derived from its normal practice.  The combination of
early high delinquencies and minimal or no loss experience had
not been seen in the performance exhibited by prior vintages.
Because there have been no substantial cumulative realized losses,
Standard & Poor's measured deal performance against the stressed
time to disposition of the loans and a reinstatement rate
assumption of zero for all severely delinquent loans.

Many of the 2006 transactions may be showing weakness because of
origination issues, such as aggressive residential mortgage loan
underwriting, first-time home-buyer programs, piggyback second-
lien mortgages, speculative borrowing for investor properties, and
the concentration of affordability loans.

Most of the transactions with subordinate ratings being placed on
CreditWatch were issued during the first half of 2006, before
Standard & Poor's  raised its loss coverage levels for loans with
the layered risks mentioned above.  Three of the affected
transactions were closed-end second-lien deals that were
issued during the second half of 2006.

Standard & Poor's consecutively raised the 'BBB' loss coverage
levels for transactions issued from the first through fourth
quarters of 2006.  The average quarterly 'BBB' loss coverage
levels during the year were as follows: 7.36% in the first
quarter, 7.83% in the second quarter, 12.10% in the third quarter,
and 12.70% in the fourth quarter.

The extent to which the high levels of severely delinquent
mortgage loans result in increased levels of actual realized
losses will ultimately determine the extent of future rating
actions on these transactions and others in the 2006 vintage.
Generally, transactions issued during the second half of 2006
are passing the stress levels based on the January 2007 reported
data, primarily because they typically have more loss coverage.
Increased loss coverage was introduced for the deals issued in
July 2006.

Credit support for each series is derived from either
subordination or a combination of subordination, excess interest,
and overcollateralization (O/C).  O/C levels are at or near their
targets, and subordination amounts have not yet declined
significantly.

Standard & Poor's will continue to closely monitor the performance
of these transactions.

Over the next three months, Standard & Poor's will monitor the
losses incurred as a result of the liquidation of REO assets.  If
these losses are material, and if delinquencies continue at their
present pace, Standard & Poor's would expect to lower its ratings
up to three notches depending on individual performance.

Conversely, if the delinquency rates decline and substantial
cumulative losses are not realized, Standard & Poor's will affirm
the ratings and remove them from CreditWatch negative.

Additionally, Standard & Poor's has determined that the
CreditWatch placements affecting the ratings on these RMBS
tranches will have no impact on outstanding CDO ratings.

These transactions are collateralized by subprime, Alt-A, or
closed-end second-lien loans.  The transactions were initially
backed by pools of fixed- and adjustable-rate mortgage loans
secured by first, second, or third liens on one- to four-family
residential properties.

Standard & Poor's will hold a teleconference Thursday,
Feb. 15, 2007, at 10:00 a.m. to discuss market concerns regarding
the performance of many of the transactions issued in 2006 and the
impact of the rating performance of these transactions on CDO
transactions.  This discussion will focus on Standard & Poor's
rationale and methodology used for the CreditWatch actions
detailed in this release.  The details for the teleconference are
listed below the ratings list.

                Ratings Placed On Creditwatch Negative

               Asset-Backed Certificates Trust 2006-IM1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-IM1   B            BBB-/Watch Neg   BBB-

                        GSAMP Trust 2006-S5

                                            Rating
                                            ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-S5    M-7          BBB-/Watch Neg   BBB-
             2006-S5    B-1          BB+/Watch Neg    BB+
             2006-S5    B-2          BB+/Watch Neg    BB+

              New Century Home Equity Loan Trust 2006-S1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-S1    M-7          BB+/Watch Neg    BB+
             2006-S1    M-8          BB+/Watch Neg    BB+

        Securitized Asset Backed Receivables LLC Trust 2006-NC1

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-NC1   B-3          BBB-/Watch Neg   BBB-

                 Structured Asset Investment Loan Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-1     B1           BBB-/Watch Neg   BBB-
             2006-1     B2           BB+/Watch Neg    BB+
             2006-2     B2           BB/Watch Neg     BB
             2006-BNC1  B2           BB+/Watch Neg    BB+
             2006-BNC2  B2           BB/Watch Neg     BB

         Structured Asset Securities Corp. Mortgage Loan Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2006-BC1   B3           BB/Watch Neg     BB

                       Terwin Mortgage Trust

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               -----
             2006-6     I-B-7        BB+/Watch Neg    BB+
             2006-6     I-B-8        BB/Watch Neg     BB
             2006-6     II-B-5       BB+/Watch Neg    BB+
             2006-6     II-B-6       BB+/Watch Neg    BB+
             2006-8     I-B-8        BB+/Watch Neg    BB+


UAL CORP: Officers Disclose Shares Ownership
--------------------------------------------
In separate filings with the Securities and Exchange Commission,
nine of Reorganized UAL Corporation's officers disclosed that they
disposed of 223,962 shares of UAL Corp. Common Stock:

                                                    Total Shares
                                            Total   Beneficially
                                           Shares   Owned After
   Officer          Designation           Disposed  Transaction
   -------          -----------           --------  -------------
   Glenn F. Tilton  Chairman, President     96,854        408,325
                    and CEO (UAL)

   Frederic F.      EVP - CFO (UAL)         14,980        166,089
   Brace

   John P. Tague    EVP - Chief Revenue     15,615        158,785
                    Officer (UAL)

   Peter D.         EVP - Chief Operating   39,430         26,103
   McDonald         Officer (UAL)

   Graham W.        EVP & Chief             16,715         60,649
   Atkinson         Customer Officer
                    (UAL)

   Rosemary Moore   SVP-Corp & Gov.         17,507         80,626
                    Affairs (United)

   Sara A. Fields   SVP-Office of the       16,350         70,850
                    Chairman (UAL)

   Jane G. Allen    SVP-HR (United)          3,434         41,870

   Paul R. Lovejoy  SVP, Gen. Counsel &      6,511         86,038
                    Secretary

All of the sales reported were effected pursuant to a trading
plan dated July 7, 2006, pursuant to Rule 10b5-1 of the
Securities Exchange Act of 1934.

The UAL Officers also report that they acquired shares of UAL
Common Stock on separate transactions on February 6, 2007:

    Officer            Shares Acquired       Price Per Share
    -------            ---------------       ---------------
    Peter D. McDonald       21,933              $34.18

    Graham W. Atkinson       2,725              $34.18
                             6,250              $34.55

    Rosemary Moore          10,644              $34.18
                               289              $34.18

    Glenn F. Tilton         51,965              $34.18
                             2,835              $34.18

Mr. McDonald has the option or right to buy 21,933 shares of UAL
common stock at a $34.18 conversion price.

Mr. Atkinson has the option or right to buy:

    * 2,725 shares of UAL common stock at a $34.18 conversion
      price; and

    * 6,250 shares of UAL common stock at a $34.55 conversion
      price.

Ms. Moore has the option or right to buy:

    * 10,644 shares of UAL common stock at a $34.18 conversion
      price; and

    * 289 shares of UAL common stock at a $34.18 conversion price.

Mr. Tilton has the option or right to buy:

    * 51,965 shares of UAL common stock at a $34.18 conversion
      price; and

    * 2,835 shares of UAL common stock at a $34.18 conversion
      price.

All options -- except with respect Mr. McDonald's, which will
expire on February 1, 2007 -- are exercisable until February 1,
2016.

                          About UAL Corp.

Headquartered in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- through United Air Lines, Inc., is
the holding company for United Airlines -- the world's second
largest air carrier.  The Company filed for chapter 11 protection
on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  When the
Debtors filed for protection from their creditors, they listed
$24,190,000,000 in assets and $22,787,000,000 in debts.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The Company emerged from bankruptcy protection on Feb. 1,
2006.  (United Airlines Bankruptcy News, Issue No. 138; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Moody's Investors Service assigned B1, LGD-3 42% ratings to the
United Air Lines Inc. $2.1 billion Senior Secured Revolving Credit
and Term Loan.  Moody's also assigned the B2 corporate family and
probability of default rating and a stable outlook at UAL
Corporation.  At the same time, Moody's withdrew its corporate
family and probability of default ratings assigned at the United
level and affirmed its SGL-2 speculative grade liquidity rating.
Moody's will withdraw the ratings on United's existing $3 billion
of revolving credit and term loans once the new Bank Facilities
close.  The rating outlook is stable.


UAL CORP: United Airlines Refinances $2 Billion Exit Facility
-------------------------------------------------------------
United Airlines Inc., on Feb.2, 2007, used cash to pay down
$972 million of its original $3 billion exit facility, and
refinanced the remaining $2 billion.

The new facility was arranged by J.P. Morgan Securities, Inc., and
Citigroup Global Markets as joint lead arrangers and Credit Suisse
Securities (USA) LLC, as syndication agent.  The transaction
results in significantly lower interest costs, less restrictive
covenants, and releases approximately $2.5 billion of collateral.

"Restructuring our exit facility to a lower rate reflects our
improved financial condition and the market's confidence in
United," said Jake Brace, executive vice president and chief
financial officer.  "It is a testament to our ability to generate
cash over the past year.  We are pleased to be working with
JPMorgan, Citigroup and Credit Suisse as we continue our
partnership with these premier financial institutions."

The new credit facility consists of a $1.8 billion term loan and a
$255 million revolving credit line.  The refinancing was
significantly oversubscribed, enabling the company to reduce its
financing costs by 175 basis points to 200 basis points over the
London Interbank Offered Rate.  The lower pricing sets a new
market benchmark for network carriers and is expected to result in
net pre-tax savings of approximately $70 million per annum.

The new credit facility will enable United to utilize its
available collateral more efficiently.  The primary collateral for
the new facility includes intangible assets such as routes,
airport gates, and slots.  The refinancing enables United to
remove 101 aircraft and the company's spare parts inventory,
valued at approximately $2.5 billion, from the collateral pool.
The credit facility does not restrict the company's use of these
assets to secure new financing, providing a source of additional
liquidity if needed.

                        About UAL Corp.

Headquartered in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- through United Air Lines, Inc., is
the holding company for United Airlines -- the world's second
largest air carrier.  The Company filed for chapter 11 protection
on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  When the
Debtors filed for protection from their creditors, they listed
$24,190,000,000 in assets and $22,787,000,000 in debts.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The Company emerged from bankruptcy protection on Feb. 1,
2006.  (United Airlines Bankruptcy News, Issue No. 138; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Moody's Investors Service assigned B1, LGD-3 42% ratings to the
United Air Lines Inc. $2.1 billion Senior Secured Revolving Credit
and Term Loan.  Moody's also assigned the B2 corporate family and
probability of default rating and a stable outlook at UAL
Corporation.  At the same time, Moody's withdrew its corporate
family and probability of default ratings assigned at the United
level and affirmed its SGL-2 speculative grade liquidity rating.
Moody's will withdraw the ratings on United's existing $3 billion
of revolving credit and term loans once the new Bank Facilities
close.  The rating outlook is stable.


VALASSIS COMMS: S&P Cuts Corporate Credit Rating to B+ from BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Valassis Communications Inc. to 'B+' from 'BB', and
removed it from CreditWatch with negative implications where it
was placed on July 6, 2006, following the company's report that it
would acquire ADVO Inc.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
and '1' recovery ratings to Valassis' proposed $820 million senior
secured credit facility, reflecting the expectation that secured
lenders, including bondholders expected to receive security due to
springing liens would achieve full recovery of principal upon a
payment default.

Proceeds from the proposed credit facility would be used to partly
finance Valassis' $1.2 billion acquisition of ADVO, including the
refinancing of ADVO's debt of about $125 million. Valassis expects
to put in place additional debt financing over the near term.

Standard & Poor's also lowered its ratings on Valassis' existing
$160 million senior unsecured convertible notes due 2033 and the
company's $100 million senior unsecured notes due 2009 to 'BB-'
from 'BB', and kept the ratings on CreditWatch with negative
implications pending the close of the proposed credit facility.
At that time, Standard & Poor's would expect to affirm them.
These ratings are one notch above the corporate credit rating,
reflecting springing liens that are expected to secure both issues
upon the close of the proposed senior secured facility. Pro forma
for proposed debt issuances Valassis had $1.5 billion in lease-
adjusted debt as of December 2006.

The outlook is stable.

The downgrade reflects high levels of pro forma leverage and
challenges that Valassis will face reversing trends of declining
profitability in each of its and ADVO's respective businesses.


VALENCE TECH: Posts $5.9 Million Net Loss in Quarter Ended Dec. 31
------------------------------------------------------------------
Valence Technology Inc. reported a $5.9 million net loss on
$2.3 million of revenues for the third fiscal quarter ended
Dec. 31, 2006, compared with a $7 million net loss on $4.8 million
of revenues for the same period in fiscal 2006.

The substantial decrease in revenue is due to a rescheduled
shipment of Segway battery packs and a temporary shortage of key
components.

Large-format battery systems sales represented 62 percent of the
sales mix, compared to 59 percent in the same quarter of fiscal
year 2006.

"While quarterly results are disappointing, I am pleased with the
substantial progress the company has made to decrease overhead,
lower material costs, improve yields, and reduce scrap as a result
of powder manufacturing process improvements," said Dr. James R.
Akridge, president and chief executive officer of Valence
Technology.  "We persistently identify and implement strategic
measures to ensure better results; these efforts will ultimately
drive growth in revenue."

At Dec. 31, 2006, the company's balance sheet showed $18.3 million
in total assets, $77.1 million in total liabilities, $8.6 million
in redeemable convertible preferred stock, resulting in a
$67.4 million total stockholders' deficit.

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?19db

                      Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Deloitte & Touche LLP expressed substantial doubt about Valence's
ability to continue as a going concern after auditing the
company's financial statements for the fiscal years ended
March 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations, negative cash flows
from operations and net stockholders' capital deficiency.

                        About Valence

Headquartered in Austin, Texas, Valence Technology, Inc.
(Nasdaq: VLNC) -- http://www.valence.com/-- develops and markets
battery systems using its Saphion(R) technology, the industry's
first commercially available, safe, large-format Lithium-ion
rechargeable battery technology.  Valence Technology holds an
extensive, worldwide portfolio of issued and pending patents
relating to its Saphion technology and lithium-ion phospate
rechargeable batteries.  The company has facilities in Austin,
Texas, Las Vegas, Nevada, and Suzhou and Shanghai, China.
About Valence Technology Inc.


WARNER MUSIC: 1st Qtr. Fiscal Results Cues S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Warner
Music Group Corp. to negative from stable, while affirming all
ratings, including the 'BB-' corporate credit rating, on the
company.

As of Dec. 31, 2006, the company had $2.27 billion of debt
outstanding, including its 9.5% holding company discount
notes.

"The outlook revision was based on the company's fiscal
first-quarter results," said Standard & Poor's credit analyst
Michael Altberg.

"Although we expected a down quarter because of strong releases in
the year-ago period, actual results were lower than we
anticipated.  Tough year-over-year comparisons will continue
through the second quarter."

The outlook revision also recognizes that uncertainty around the
industry's digital migration is likely to be a long-term issue
that exacerbates volatile release schedules.

The rating on WMG reflects its heavy debt burden as a result of
its 2004 LBO and debt-financed capital distributions to
shareholders, the risks associated with the industry's migration
to a digital downloading business model, the extent of cost
downsizing that may be required as the online migration continues,
and persistent leakage of industry sales to piracy.  These are the
rating actions: risks are partially offset by the company's
competitive position as the fourth-largest recorded music company
and currently second-largest music publisher, its recent market
share gains, the industry's progress in combating piracy and
establishing a legitimate commercial digital platform, and the
company's good free cash flow.

WMG was acquired from Time Warner Inc. in March 2004 by an
investor group comprising Thomas H. Lee Partners L.P., Music
Capital Partners L.P., Bain Capital Partners, and Providence
Equity Partners Inc.


WORLD HEALTH: Chapter 7 Trustee Hires Miller Coffey as Accountants
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized George L. Miller, the Trustee overseeing the
liquidation of World Health Alternatives Inc. and its debtor-
affiliates to employ Miller Coffey Tate LLP as his accountants,
nunc pro tunc to Dec. 26, 2006.

Miller Coffey is expected to:

     a) provide general accounting and tax advisory services
        to the Trustee regarding the administration of the
        bankruptcy estates;

     b) review and assist in the preparation and filing of any
        tax returns, any assistance regarding existing and
        future IRS examinations and any and all other tax
        assistance as may requested from time to time;

     c) interpret and analyze financial materials, including
        accounting, tax, statistical, financial and economic
        data, regarding the Debtors and other relevant parties;

     d) analyze the Debtors' books and records regarding
        potential avoidance actions;

     e) analyze and advise regarding additional accounting,
        financial, valuation and related issues that may arise
        in the course of these proceedings;

     f) assist the Trustee's attorneys in the preparation and
        evaluation of any potential litigation, as requested;

     g) provide testimony on various matters, as requested; and

     h) perform all other services for the Trustee which are
        appropriate and proper in these Chapter 7 cases, as
        requested.

The Trustee's application did not disclose the firm's compensation
fee.

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

                  About World Health Alternatives

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives Inc. -- http://www.whstaff.com/-- is a premier
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).
Stephen M. Miller, Esq. at Morris James LLP and Felton E. Parrish,
Esq. at King & Spalding LLP represent the Debtors.  Edward J.
Kosmowski, Esq., and Erin Edwards, Esq., at Young, Conaway,
Stargatt & Taylor represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $50 million and
$100 million.

On Oct. 31, 2006, the Court converted the Debtors' cases into
chapter 7 proceedings.  George L. Miller was appointed trustee.
Mr. Miller is represented by Anthony M. Saccullo, Esq. at Fox
Rothschild LLP.


* Sheppard Mullin San Francisco Adds Jennifer Redmond as Partner
----------------------------------------------------------------
Jennifer G. Redmond has joined the San Francisco office of
Sheppard, Mullin, Richter & Hampton LLP as a partner in the firm's
Labor and Employment practice group.  Ms. Redmond most recently
practiced with Bingham McCutchen in San Francisco.

Ms. Redmond has close to twenty years of experience defending
employers against claims of trade secret theft, defamation,
disability discrimination, failure to accommodate, wrongful
termination, discrimination, harassment, retaliation, breach of
contract, fraud, wage and hour violations, and all other types of
employment-related claims.

"Attracting the best attorneys in their specializations is a top
priority for the firm and Jennifer is one of the leading
employment attorneys in the state," said Guy Halgren, chairman of
the firm.  "She substantially increases our employment law
capabilities in San Francisco and allows us to provide clients
with a tremendous breadth of service throughout the nation."

"I look forward to growing the firm's employment practice in
Northern California," Ms. Redmond said.  "Sheppard's Labor and
Employment group has an outstanding reputation throughout the
state.  I am excited to work with the great lawyers here and
across the firm's offices, and to be able to offer a broader range
of employment services to clients."

"Jennifer is an excellent addition to the firm's strong employment
practice," commented Kelly Hensley, co-chair of the firm's Labor
and Employment practice group.  "She adds tremendous depth to the
group, which has more than 55 attorneys statewide."

Ms. Redmond's clients are in industries such as global internet
communications and media, technology, biotechnology,
entertainment, property management, winemaking and distribution,
and financial services and include companies like Lucasfilm and
BRE Properties.

Ms. Redmond's experience also includes counseling employers on
enforcement of non-solicitation and non-compete agreements,
protection of trade secrets, family and medical leave compliance,
disability accommodation, wage and hour compliance, the use of
independent contractors, and employee housing, among other topics;
assisting in the design and implementation of restructuring and
downsizing programs; mediating employment disputes; training
management and employees on harassment and discrimination
prevention; and all other aspects of employment law.  She is the
co-author of "How To Engage In The Interactive Process: A Field
Guide For California Employers"; "How to Engage in the Interactive
Process: A Field Guide on Disability Accommodation in the
Workplace" (national version); and numerous other articles and
presentations on reasonable accommodation of disabilities, among
other topics.

Ms. Redmond received her J.D., order of the coif, from Vanderbilt
University School of Law in 1989 where she was an Andrew Ewing
Scholar and senior articles editor of Vanderbilt Law Review.  She
then clerked for Judge Earl B. Gilliam of the United States
District Court for the Southern District of California. Redmond
has a B.A. in History, with honors, from the University of
Virginia.

            About Sheppard, Mullin, Richter & Hampton

Founded in 1927, Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/is a full service AmLaw 100 firm
with 490 attorneys in nine offices located throughout California
and in New York and Washington, D.C. The firm's California offices
are located in Los Angeles, San Francisco, Santa Barbara, Century
City, Orange County, Del Mar Heights and San Diego. Sheppard
Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment, Media and
Communications; Finance and Bankruptcy; Government Contracts;
Intellectual Property; Labor and Employment; Litigation; Real
Estate/Land Use; Tax/Employee Benefits/Trusts & Estates; and White
Collar Defense.


* BOOK REVIEW: Railroad Consolidation: Its Economics and
               Controlling Principles
--------------------------------------------------------
Author:     Julius Grodinsky
Publisher:  Beard Books
Paperback:  352 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122417/internetbankrupt

The book, Railroad Consolidation: Its Economics and Controlling
Principles, presents a classic economic analysis of railroad
consolidation, written 10 years after the passage of the
Transportation Act of 1920, which was designed to encourage and
promote such consolidation.

Julius Grodinsky, the author, approached his subject from an
economic perspective, asking: What are the business interests that
underlie consolidation projects?

The answer boils down to a simple fact: railroads exist to move
traffic.

His thesis that railroad consolidation was in essence about
traffic -- a problem of economics and transportation, not politics
-- was welcomed as a businesslike perspective on an issue that had
become highly politicized.

                             *********

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 ***