TCR_Public/070219.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 19, 2007, Vol. 11, No. 42

                             Headlines

ADELPHIA COMMS: Can Distribute TWC Shares to Creditors
ADELPHIA COMMS: Reports Number of Contingent Value Vehicle Units
ALLIED HOLDINGS: Objects to Ad Hoc Equity Panel's Meeting Request
AMERICAN PACIFIC: Completes $110 Million Private Offering
AMERICAN RAILCAR: S&P Places Corporate Credit Rating at BB-

AMERICAN TOWER: Fred Lummis Retires from Board of Directors
ANIXTER INT'L: Moody's Pares Corp. Family Rating to Ba2 from Ba1
APHC HOLDINGS: Receives NASDAQ Listing Disqualification Notice
AVENUE CLO: S&P Assigns BB Rating on $25.6 Million Notes
BEAR STEARNS: Moody's Rates Class II-B-5 Certificates at Ba2

BEAR STEARNS: Moody's Rates Class I-M-10 Certificates at Ba1
BEAZER HOMES: Unit Amends Credit Facility to Extend Maturity Date
BEAZER HOMES: EVP Kenneth Gary Terminated for Cause
BETH ISRAEL: Wants Court Nod to Sell Five Houses and Vacant Lot
CALPINE CORP: Seeks Court Approval on $5 Billion DIP Financing

CATHOLIC CHURCH: San Diego Diocese May File for Bankruptcy
CBD MEDIA: Launches Change of Control Offers to Buy Senior Notes
COMMERCIAL MORTGAGE: S&P Rates $8.2 Mil. Class Q Certs. at B-
COMPLETE RETREATS: Court Extends Plan-Filing Period to April 19
COMPLETE RETREATS: Wants Removal Period Extended to April 20

COPANO ENERGY: Earnings Performance Cue S&P's Positive Outlook
COPELANDS' ENTERPRISES: Hires Glenn Burdette as Accountants
CRDENTIA CORP: Completes New $10 Million Working Capital Facility
CREST G-STAR: S&P Lifts Rating on Class D Notes to BB+ from B+
DANA CORP: Seeks Approval of George Koch Settlement Agreement

DANA CORP: Judge Lifland Approves Sypris Stipulation Accord
DELTA AIR: U.S. Trustee Adds Carval Investors to Official Panel
DELTA AIR: Fourth Quarter 2006 Net Loss Increases to $2 Billion
DIMENSIONS HEALTH: Moody's Puts Watch on $72.3MM Bonds' B3 Rating
DLJ COMMERCIAL: Fitch Holds Junk Rating on $6.7MM Class B-7 Certs.

ENESCO GROUP: Completes Asset Sale to Tinicum Capital Partners
EXCO RESOURCES: Proposes Offering of $2 Billion in Preferred Stock
FPL ENERGY: S&P Holds Rating on $125 Million Senior Bonds at BB-
FPL ENERGY: S&P Holds Rating on $100 Million Senior Bonds at BB-
GENERAL ELECTRIC: Fitch Affirms B- Rating on $5.2MM Class O Certs.

GENERAL MOTORS: Provides Update on Accounting Issues
GENTEK INC: Moody's Places Ratings on Review for Possible Upgrade
GLOBAL SIGNAL: Fitch Holds Rating on $3.8MM Class G Certs. at BB-
GRANITE BROADCASTING: Court Approves Revised Disclosure Statement
GRANITE BROADCASTING: Court Approves Houlihan as Financial Advisor

INNOPHOS INVESTMENTS: Moody's Lifts Corporate Family Rating to B1
INTERSTATE BAKERIES: Bankruptcy Court Approves Craig Jung as CEO
JARDEN CORPORATION: Completes Debt Refinancing Plan
JP MORGAN: Fitch Rates $2.9 Mil. Asset-Backed Certificates at BB
JP MORGAN: Fitch Affirms BB+ Rating on $20.4 Mil. Class H Certs.

KB HOME: May Improve Credit Spreads After Financial Reports Filing
KB HOME: Posts $49.6 Million Net Loss in Fourth Qtr. Ended Nov. 30
KNOLOGY INC: Moody's Rates Proposed $555 Million Term Loan at B2
LEVEL 3: Fitch Rates $1 Billion Senior Notes Offering at B
MASSEY ENERGY: Aggressive Leverage Cues DBRS to Downgrade Rating

MESABA AVIATION: Wants Cure Claims Estimation Protocols Set
MESABA AVIATION: Wants to Reject Metropolitan Airports Lease
MEZZ CAP: Fitch Junks Rating on $500,000 Class J Certificates
MORGAN STANLEY: Moody's Holds B3 Rating on $3 Mil. Class O Certs.
MORTGAGE ASSET: Fitch Holds Rating on Class B-5 Certificates at B

MORTGAGE ASSET: Fitch Holds Rating on 2005-WF1 Class M-10 Certs.
MORTGAGE CAPITAL: Fitch Holds BB+ Rating on $3.6MM Class J Certs.
MORTGAGE LENDERS: Court Approves Sale of Closed and Funded Loans
MORTGAGE LENDERS: Wants to Reject Four First Financial Leases
MORTGAGE LENDERS: Moody's Withdraws Servicer Ratings

MOVIE GALLERY: Inks Deal With Goldman Sachs for Credit Refinancing
MOVIE GALLERY: Refinancing Prompts S&P's Positive Outlook
NOMURA HOME: Moody's Rates Class B-1 Certificates at Ba1
NORTHWEST AIRLINES: Posts $2.8 Billion Net Loss in Full Year 2006
OPTIMUM INSURANCE: A.M. Best Says Financial Strength is Fair

OWNIT MORTGAGE: Brings In Pachulski Stang as Bankruptcy Counsel
OWNIT MORTGAGE: Hires Buchalter Nemer as Government Counsel
PACIFIC LUMBER: Can Sell Calif. Property to River View for $1.25MM
PLUM POINT: Power Sales Deals Prompt Moody's to Review Ratings
RALI SERIES: Moody's Rates Class B Certificates at Ba1

RESMAE MORTGAGE: Organizational Meeting Scheduled Tomorrow
ROCK-TENN: Earns $15.1 Million in Fourth Quarter Ended Dec. 31
SAN JUAN CABLE: $100 Million Dividend Cues Moody's to Cut Rating
SCHOONER TRUST: Moody's Rates $1.069 Mil. Class K Certs. at B2
SIERRA PACIFIC: Completes Mortgage Pact with Successor Trustees

SOLUTIA INC: Wants CEO's Annual Pay Increased by $325,000
SOLUTIA INC: Wants to Amend Severance Deals with Seven Officers
SOLUTIA INC: Philip Lochner Resigns from Board
STRUCTURED ASSET: Moody's Rates Class II-B-5 Certificates at Ba2
TARGA RESOURCES: Initial Public Offering Grosses $380.8 Million

TOWERS AT CAPITOL: Investor Files Notice of Default
UNIVISION COMMS: Fitch May Junk Rating on Proposed $1.5 Bil. Loan
US AIRWAYS: PAR Sells 6.5 Million Shares of Stock
USEC INC: Moody's Puts Ratings on Review and May Downgrade
VALASSIS COMMS: Expects to Get $590 Mil. from Sr. Notes Offering

VALASSIS COMMS: Moody's Rates Proposed $590 Million Notes at B3
VICORP RESTAURANTS: Moody's Junks Rating on Senior Unsecured Notes
W.R. GRACE: Taps Fragomen Del Rey as Special Immigration Counsel
W.R. GRACE: Inks Pact Disallowing JPMorgan's Duplicative Claims
WCI COMMUNITIES: Retains Goldman Sachs as Advisor

WINN-DIXIE STORES: IRS Wants Objection to $88.8MM Claims Rejected
WP EVENFLO: Moody's Places Corporate Family Rating at B2

* BOND PRICING: For the week of February 12 -- February 16, 2007

                             *********

ADELPHIA COMMS: Can Distribute TWC Shares to Creditors
------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates
obtained $12.5 billion in cash and approximately 16% of the equity
of Time Warner's cable subsidiary, as consideration of the sale of
substantially all of ACOM's assets to Time Warner and Comcast
Corporation.

Pursuant to the Plan, ACOM will distribute to creditors the
shares of Time Warner Cable, Inc., stock.

According to Bloomberg, Time Warner Cable shares rose as much as
1% after news of the ruling.  They closed down 50 cents at $41.25
in over-the-counter trading.  Time Warner Cable shares were
traded at $41 a share at the close of trading on February 12.

As reported in the Troubled Company Reporter on Feb. 13, 2007, to
comply with existing contractual obligations under the
Registration Rights Agreement previously approved by the Honorable
Robert E. Gerber of the U.S. Bankruptcy Court for the Southern
District of New York, the ACOM Debtors must pursue a "dual track"
strategy until the commencement of distributions under the Fifth
Amended Plan.  The ACOM Debtors then sought authority from Court
to:

   (a) approve certain procedures relating to their potential
       sale pursuant to a firm fully underwritten public sale of
       no less than 33-1/3% -- inclusive of any shares sold
       pursuant to the overallotment options granted to the
       Underwriters -- of the TWC Stock received by the ACOM
       Debtors and the Escrow Agent in connection with the Sale
       Transaction;

   (b) allow the Debtors to enter into an underwriting agreement
       with certain underwriters, in connection with the Public
       Sale and other agreements as necessary or advisable to
       effectuate the Public Sale; and

   (c) allow the sale of the TWC Stock to be offered in the
       Public Sale to the Underwriters free and clear of
       Interests.

                      About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue No. 164; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Court confirmed the ACOM Debtors' First Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization  on Jan. 3, 2007.  That
Plan became effective Feb. 13, 2007.


ADELPHIA COMMS: Reports Number of Contingent Value Vehicle Units
----------------------------------------------------------------
Adelphia Communications Corp. has disclosed a number of
outstanding units in the various series of interests in the
Adelphia Contingent Value Vehicle, which is summarized in a chart
of the distribution of certain classes of claims.  The CVV is a
Delaware Statutory Trust that was formed pursuant to the First
Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of
Adelphia Communications Corp. and Certain Affiliated Debtors,
dated as of Jan. 3, 2007, as confirmed, to hold certain litigation
claims against Adelphia's third party lenders and accountants and
other parties.  Each series of CVV Interests has the rights and
priorities relative to the other series of CVV Interests
determined in accordance with the Adelphia Plan of Reorganization.

                         Adelphia's Plan

As reported in the Troubled Company Reporter on Jan. 9, 2007, the
confirmed First Modified Fifth Amended Joint Chapter 11 plan of
reorganization of Adelphia and Certain Affiliated Debtors became
effective on Feb. 13, 2007.

The Distribution Record Date for distributions under the Plan to
holders of Notes Claims and Equity Interests was set last Feb. 13,
2007 at 4:00 p.m. (Eastern Standard Time).  Jan. 10, 2007 at 4:00
p.m. (Eastern Standard Time) is the Distribution Record Date
for holders of all Claims other than Notes Claims and Equity
Interests.

A full-text copy of the chart of the distribution of certain
classes of claims is available for free at:

              http://ResearchArchives.com/t/s?19d0

Inquiries regarding the CVV Interests should be directed to
creditor.inquiries@adelphia.com

                   About Adelphia Communications

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

Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.

The Court confirmed the ACOM Debtors' First Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization  on Jan. 3, 2007.  That
Plan became effective Feb. 13, 2007.


ALLIED HOLDINGS: Objects to Ad Hoc Equity Panel's Meeting Request
-----------------------------------------------------------------
Allied Holdings, Inc. and its debtor-affiliates ask the Honorable
Ray Mullins of the U.S. Bankruptcy Court for the Northern District
of Georgia to deny the request filed by the Ad Hoc Committee of
Equity Security Holders to compel the Debtors to hold an annual
shareholders' meeting.

Ezra H. Cohen, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, notes that the Ad Hoc Committee filed a complaint
seeking an order compelling the Debtors to convene an annual
shareholders' meeting for 2006 and 2007.  Hence, because the
request is a procedurally improper vehicle to obtain injunctive
relief, the Court should dismiss the request and turn its
attention to the Ad Hoc Committee's adversary proceeding.

Mr. Cohen adds that the request should be dismissed, as it is
moot.  The Debtors have scheduled its shareholders' meeting for
May 17, 2007, which is consistent with the timing of the prior
years' meetings.

According to Mr. Cohen, the Debtors cannot hold its 2007 annual
meeting sooner as among other things, the regulations of the
Securities and Exchange Commission require that shareholders be
provided with the prior year's audited financial statements at
least 20 calendar days before the meeting.  The audit of the
Debtors' 2006 financial statements is ongoing and will likely not
be completed before April 2007.

                     About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its  
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)

Judge Mullins issued a bridge order extending the exclusive
periods within which the Debtors may file a plan of
reorganization through and including one business day after the
conclusion of the hearing scheduled to commence on Feb. 26,
2007.  The Debtors filed their sixth motion to extend the period
during which they have the exclusive right to propose and file a
plan of reorganization.  The Debtors ask that the period be
extended through and including April 25, 2007.


AMERICAN PACIFIC: Completes $110 Million Private Offering
---------------------------------------------------------
American Pacific Corp. has completed its private offering of
$110 million aggregate principal amount of 9% Senior Notes due
2015.
    
The net proceeds from the issuance of the notes were used to:

   * repay the company's first lien term loan and terminate the
     related commitment;
   
   * repay all outstanding principal and interest, including a
     $400 thousand pre-payment penalty on the company's second
     lien term loan and terminate the related commitment;
    
   * fund an earn out payment of $6 million due to GenCorp Inc.
     in relation to the company's acquisition of its chemicals
     business; and
    
   * fund a negotiated early retirement of a subordinated seller
     note and accrued interest due to GenCorp Inc. with a discount
     from the note.
    
The notes were offered and sold in the United States to qualified
institutional buyers pursuant to Rule 144A of the Securities Act
of 1933, and in offshore transactions to non-U.S. persons in
reliance on Regulation S of the Securities Act.
    
In connection with the closing, the company amended and restated
its first lien credit facility to provide a secured revolving
credit facility in an aggregate principal amount of up to
$20 million.
    
                     About American Pacific    

Based in Las Vegas, Nevada, American Pacific Corp. (Nasdaq: APFC)
-- http://www.apfc.com/-- is a specialty chemical company that  
produces energetic products used in space flight and defense
systems, automotive airbag safety systems and explosives,
Halotron, a fire extinguishing agent and water treatment
equipment.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Service's confirmed its B2 Corporate Family
Rating for American Pacific Corporation.


AMERICAN RAILCAR: S&P Places Corporate Credit Rating at BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit and senior unsecured notes ratings to St. Charles,
Missouri-based railcar manufacturer American Railcar Industries
Inc.

The outlook is stable.

"The ratings reflect the company's good position in the freight
railcar industry and the company's aggressive financial profile,"
said Standard & Poor's credit analyst Robert Wilson.

Manufacturing consists of covered hopper and tank railcar
production, along with railcar and industrial component
production.  Through its railcar services segment, the company
provides repair, refurbishing, and fleet management services.  ARI
has been expanding capacity, which Standard & Poor's believes will
continue.  Of some concern is ARI's customer concentration, with
the top 10 customers representing the bulk of revenues in 2006.
Alone, CIT Group represented 41% of revenues.  Improved business
conditions and ARI's cost-reduction efforts have led to an
increase in operating margins to a still low 10%.

ARI is a public company, though it is majority-owned by Carl
Icahn.  The rating takes into account potential key man risks, the
significant history of affiliate transactions and corporate
governance issues arising form Mr. Icahn's ownership.  The
company's financial profile is aggressive.


AMERICAN TOWER: Fred Lummis Retires from Board of Directors
-----------------------------------------------------------
The Board of Directors of American Tower Corporation and its
management have been notified by Fred R. Lummis that he did not
intend to stand for re-election to the Board at the Company's
2007 annual meeting of stockholders.

Mr. Lummis said that he is retiring from the Board to devote
his full time and attention to his position as Chairman and Chief
Executive Officer of Platform Partners, LLC.  Mr. Lummis said that
his decision not to stand for re-election to the Board was not a
result of any disagreement with the Board or Company management.

Mr. Lummis has served on the company's Board since June 1998.  Mr.
Lummis will remain on the Board and the Board committees on which
he currently serves until the 2007 annual meeting of stockholders,
which the Company currently expects will be in May 2007.

                      About American Tower

Headquartered in Boston, Massachusetts, American Tower Corporation
(NYSE: AMT) -- http://www.americantower.com/-- is an independent   
owner, operator and developer of broadcast and wireless
communications sites in the United States, Mexico and Brazil.
American Tower owns and operates over 22,000 sites in the United
States, Mexico, and Brazil.  Additionally, American Tower manages
approximately 2,000 revenue producing rooftop and tower sites.

                          *     *     *

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.  The outlook is stable.


ANIXTER INT'L: Moody's Pares Corp. Family Rating to Ba2 from Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded Anixter International Inc.'s
corporate family rating to Ba2 from Ba1.  

In a related rating action, Moody's lowered the ratings of Anixter
Inc.'s $200 million guaranteed senior unsecured notes to Ba1 from
Baa3 and Anixter's 3.25% LYON's notes to B1 from Ba2.

The rating outlook was changed to stable from negative.

The downgrade of the corporate family rating reflects the
company's increased leverage resulting from the recent
$300 million convertible senior notes offering and its recent
history of debt-financed special dividends, share repurchases, and
acquisitions.  Over the intermediate term, Moody's believes that
Anixter's credit profile is more consistent with a Ba2 corporate
family rating given its current leverage, fairly aggressive
financial philosophy, debt repayment limitations, and the
likelihood of an economic slowdown in the company's end markets.

The proceeds from the offering and a separate warrant transaction
will be used to repurchase approximately $110 million of its
common stock and purchase a convertible note hedge of
approximately $88 million to offset the dilution to Anixter's
common stock upon conversion of the notes.  The remaining proceeds
will be primarily used for the reduction of approximately $146
million of borrowings under its revolving credit and accounts
receivable securitization facilities.  The additional share
repurchases are complementary to Anixter's recent repurchase of
one million shares in January 2007.

Anixter's Ba2 corporate family rating continues to recognize the
company's large and diversified customer base, reasonably stable
earnings performance, good supplier relationships, broad
geographic reach, counter cyclical working capital needs, minimum
capital expenditure requirements, and good liquidity.  The ratings
recognize that working capital will help to limit the
deterioration of credit metrics through a downturn.

Furthermore, Moody's still views Anixter's market environment
favorably, although growth rates will likely fall in 2007 due to
the expected slowdown in the overall economy and moderating copper
prices.

Anixter's unsecured notes and Anixter Inc.'s LYON's notes were
lowered due to the changes in the company's capital structure
within Moody's Loss-Given-Default rating methodology.  Both the
downgrade of the corporate family rating and the additional
subordinated debt at the Anixter legal entity level increased the
expected loss rate for each obligation.

Moody's previous rating action occurred on Sept. 29, 2005 when its
outlook was changed to negative from stable following the
company's most recent special dividend disclosure.  The company
financed the majority of the $151 million special dividend with
debt.

Downgrades:

   * Anixter Inc.

      -- Senior Unsecured Bond/Debenture, Downgraded to Ba1 from
         Baa3

   * Anixter International Inc.

      -- Corporate Family Rating, Downgraded to Ba2 from Ba1

      -- Senior Unsecured Bond/Debenture, Downgraded to B1 from
         Ba2

Outlook Actions:

   * Anixter International Inc.

      -- Outlook, Changed To Stable from Negative

Anixter International Inc., located in Glenview, Illinois, is a
leading global distributor of data, voice, video and security
network communication products.


APHC HOLDINGS: Receives NASDAQ Listing Disqualification Notice
--------------------------------------------------------------
AHPC Holdings, Inc. has received a Staff Determination Letter from
the Listing Qualifications of The Nasdaq Stock Market, Inc.
indicating that the company no longer qualifies in the minimum
stockholders' equity requirement set in NASDAQ Marketplace
Rule 4310 and was subjected to delisting from the NASDAQ Capital
Market unless the company requested a hearing.

The company intended to request a hearing before the NASDAQ
Listing Qualifications Panel, which will suspend the delisting
action until the company is able to present its plan to evidence
compliance with all applicable listing requirements to the Panel.
    
                       About AHPC Holdings

Based in Glendale Heights, AHPC Holdings, Inc. (Nasdaq: GLOV) --
http://www.ahpc.com/-- markets disposable medical examination,    
foodservice and retail gloves.  The company's wholly owned
subsidiary, American Health Products Corporation, supplies branded
and private label disposable gloves to the healthcare,
foodservice, retail and industrial markets nationwide.

                       Going Concern Doubt

Plante & Moran, PLLC, expressed substantial doubt about
AHPC Holdings, Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ended June 30, 2006.  The auditing firm pointed to the company's
recurring losses and negative cash flows from operations.


AVENUE CLO: S&P Assigns BB Rating on $25.6 Million Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Avenue CLO V Ltd.'s $618.6 million fixed- and
floating-rate notes.

The preliminary ratings are based on information as of Feb. 15,
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;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's;

     -- The experience of the collateral manager; and

     -- The legal structure of the transaction, including the
        bankruptcy remoteness of the issuer.

   
                   Preliminary Ratings Assigned

                        Avenue CLO V Ltd.
   
          Class                  Rating                Amount
          ------                 ------                ------
          A                      AAA             $499,600,000
          X                      AAA               $6,600,000
          B                      A                $65,300,000
          C-1                    BBB              $16,000,000
          C-2                    BBB               $5,500,000
          D-1                    BB               $24,100,000
          D-2                    BB                $1,500,000
          Subordinate notes      NR               $50,400,000
   
                         NR -- Not rated.


BEAR STEARNS: Moody's Rates Class II-B-5 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Bear Stearns Mortgage Funding Trust
2007-AR1, and ratings ranging from Aaa to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization Alt-A mortgage loans originated by Bear
Stearns Residential Mortgage Corp. and EMC Mortgage Corporation.

The ratings are based primarily on the credit quality of the
loans, and on protection against losses from subordination,
overcollateralization, and excess spread.  Moody's expects
collateral losses to range from 1.05% to 1.25% for Group I and
collateral losses to range from 0.90% to 1.10% for Group II.

EMC will service the loans.  Moody's has assigned EMC its servicer
quality rating of SQ2 as a primary servicer of prime loans.

These are the rating actions:

   * Bear Stearns Mortgage Funding Trust 2007-AR1

   * Mortgage Pass-Through Certificates, Series 2007-AR1

                     Class I-A-1, Assigned Aaa
                     Class I-A-2, Assigned Aaa
                     Class I-A-3, Assigned Aaa
                     Class I-X,   Assigned Aaa
                     Class I-B-1, Assigned Aaa
                     Class I-B-2, Assigned Aa1
                     Class I-B-3, Assigned Aa1
                     Class I-B-4, Assigned Aa2
                     Class I-B-5, Assigned Aa3
                     Class I-B-6, Assigned A1
                     Class I-B-7, Assigned A2
                     Class I-B-8, Assigned Baa1
                     Class I-B-9, Assigned Baa2
                     Class II-A-1, Assigned Aaa
                     Class II-A-2, Assigned Aaa
                     Class II-A-3, Assigned Aaa
                     Class II-A-4, Assigned Aaa
                     Class II-B-1, Assigned Aa1
                     Class II-B-2, Assigned Aa3
                     Class II-B-3, Assigned A3
                     Class II-B-4, Assigned Baa1
                     Class II-B-5, Assigned Ba2


BEAR STEARNS: Moody's Rates Class I-M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2007-HE1 and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate,
closed-end, subprime mortgage loans acquired by EMC Mortgage
Corporation and Master Funding, LLC.  

Approximately 77.06% of the mortgage loans in Group I were
purchased by EMC Mortgage Corporation from various originators via
its conduit correspondent channel and 22.94% were originated by
Bear Stearns Residential Mortgage Corporation.  The collateral for
Group II was originated by Encore Credit Corporation, and various
other originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, and interest rate swap
agreements.

Moody's expects collateral losses to range from 5.60% to 6.10% for
Group I and collateral losses to range from 5.65% to 6.15% for
Group II.

EMC Mortgage Corporation will act as master servicer.

These are the rating actions:

   * Bear Stearns Asset Backed Securities I Trust 2007-HE1

   * Asset-Backed Certificates, Series 2007-HE1

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


BEAZER HOMES: Unit Amends Credit Facility to Extend Maturity Date
-----------------------------------------------------------------
Beazer Homes USA, Inc.'s subsidiary Beazer Mortgage Corporation,
amended its 364-day mortgage warehouse line credit facility to
extend the maturity date to Feb. 6, 2008 and to modify the maximum
available borrowing capacity to $100 million, expandable to
$200 million, subject to compliance with the mortgage loan
eligibility requirements as provided in the Second Amendment.

The amendment is effective as of Feb. 7, 2007.

The Credit Agreement contains customary representations,
warranties and covenants, including covenants limiting liens,
indebtedness, guaranties, mergers and consolidations, substantial
asset sales, investments and loans, sale and leasebacks,
restrictions on dividends and distributions and other fundamental
changes.

In addition, the Credit Agreement contains covenants including
maintenance of:

    * minimum Consolidated Tangible Net Worth and Consolidated
      Adjusted Tangible Net Worth, as defined in the Credit
      Agreement,

    * a Total Debt to Adjusted Tangible Net Worth Ratio, as
      defined in the Credit Agreement, of not more than 12 to 1,
      and

    * Consolidated Net Income, as defined in the Credit Agreement,
      of at least $1.00 for the trailing twelve-month period.

The Credit Facility is secured by certain mortgage loans held for
sale and related property and is not guaranteed by the company or
any of its subsidiaries that are guarantors of other indebtedness
of the company.

A full-text copy of the Second Amendment to Credit Agreement dated
as of Feb. 7, 2007, by and among Beazer Mortgage Corporation as
Borrower, the Lenders party thereto, Guaranty Bank as Agent,
JPMorgan Chase Bank, N.A. as Syndication Agent and U.S. Bank
National Association as Documentation Agent, is available for free
at http://ResearchArchives.com/t/s?19f3

                        About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA, Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Moody's Investors Service affirmed Beazer Homes USA Inc.'s Ba1
corporate family rating and Ba1 ratings on the company's senior
notes.  Moody's said the ratings outlook was changed to negative
from stable.


BEAZER HOMES: EVP Kenneth Gary Terminated for Cause
----------------------------------------------------
Beazer Homes USA, Inc. disclosed that effective Feb. 12, 2007,
Kenneth J. Gary has been terminated for cause, under the terms of
his employment agreement, for a pattern of personal conduct, which
includes violations of company policies.

As a result, Mr. Gary's employment agreement dated Mar. 14, 2005
has terminated.

Until his termination, Mr. Gary served as Executive Vice President
and General Counsel.

Headquartered in Atlanta, Beazer Homes USA, Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Moody's Investors Service affirmed Beazer Homes USA Inc.'s Ba1
corporate family rating and Ba1 ratings on the company's senior
notes.  Moody's said the ratings outlook was changed to negative
from stable.


BETH ISRAEL: Wants Court Nod to Sell Five Houses and Vacant Lot
---------------------------------------------------------------
Beth Israel Hospital Association of Passaic dba PBI Regional
Medical Center asks the Honorable Novalyn L. Winfield of the U.S.
Bankruptcy Court for the District of New Jersey for permission to
sell five houses and a vacant lot, free and clear of all liens.

As reported in the Troubled Company Reporter on Nov. 29, 2006,
the Court authorized the Debtor to enter into a "stalking
horse" asset purchase agreement with St. Mary's Hospital for
the sale of substantially all the Debtor's assets and the
assignment of executory contracts and unexpired leases.
Pursuant to the asset purchase agreement, St. Mary's Hospital
agreed to pay $36,739,000 for the Debtor's property.  However, St.
Mary's Hospital excluded five houses and a vacant lot in the
vicinity of the hospital.  

The Debtor said that Linton P. Gaines of Gaines Real Estate LLC,
its real estate broker, entered into agreement to sell the houses
to Allan Kumetz, and the vacant lot to Kenobi Ramirez and Ramon
Ramos.  Messrs. Kumetz, Ramirez, and Ramos are the Debtor's
proposed purchasers.

Gerald H. Gline, Esq., an attorney at Cole Schotz Meisel Forman
& Leonard P.A., tells the Court that the houses are priced at
$800,000, a $40,000 deposit and a 5% sales commission, while the
vacant lot is priced at $170,000, a $17,000 deposit and a 5% sales
commission.

Neither of the properties have a mortgage contingency provision,
Mr. Gline Said.

                        About Beth Israel

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care  
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
Allison M. Berger, Esq., and Hal L. Baume, Esq., at Fox Rothschild
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.

The Court extended the exclusive period within which Beth Israel
Hospital Association of Passaic can file a plan of reorganization
to March 7, 2007.


CALPINE CORP: Seeks Court Approval on $5 Billion DIP Financing
--------------------------------------------------------------
Calpine Corp. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to obtain
replacement financing of up to $5,000,000,000 from Credit Suisse
and certain other lenders to:

   (a) refinance the $2,000,000,000 Existing DIP Facility; and

   (b) repay approximately $2,516,000,000 of the CalGen Secured
       Debt.

                       Existing Financings

In March 2004, Debtor Calpine Generating Company LLC issued
$2,605,000,000 of secured debt through a series of first, second
and third lien financings.  Approximately $2,516,000,000 of
CalGen Secured Debt is currently outstanding, for which the
weighted average interest rate is 11.25%.  Moreover,
approximately $40,000,000 in letters of credit are outstanding
against the CalGen First Lien Revolving Loans.

In January 2006, the Court authorized the Debtors to borrow up to
$2,000,000,000 in secured postpetition financing.  The amount
drawn on the Existing DIP Facility is $996,500,000, the weighted
average interest rate of which is approximately 8.66%.

The Existing DIP Facility is set to expire at the earliest
of (i) Dec. 20, 2007, (ii) the effective date of a plan of
reorganization, or (iii) the acceleration of loans in accordance
with the Existing DIP Credit Agreement.

In February 2006, the Court authorized the Debtors to pay to the
CalGen Lenders, as adequate protection, all accrued but unpaid
interest and fees at the non-default interest rates and the fees
and expenses of their counsel and other professionals.

Since their bankruptcy filing, the Debtors have paid more than
$270,000,000 in adequate protection to the CalGen Lenders, and
more than $5,000,000 in professional fees.

In light of the favorable conditions of the capital markets and
the Debtors' continued desire to improve cash flow, the Debtors
have decided to obtain additional postpetition financing.

Hence, in October 2006, Miller Buckfire & Co., on the Debtors'
behalf, distributed a request for proposal for a possible
refinancing to nine entities, including Credit Suisse.  In
November 2006, the Debtors received final commitment letters from
seven Potential Replacement DIP Lenders and began negotiations
with each.

Accordingly, in December 2006, the Debtors entered into an
agreement with Credit Suisse, Goldman Sachs Credit Partners,
L.P., JP Morgan Securities, Inc., and Deutsche Bank Securities,
Inc., among others, to provide them with up to $5,000,000,000 of
replacement financing.

The Replacement Financing is automatically convertible to a
secured exit facility upon satisfaction of certain conditions.

The significant terms of the Replacement Financing are:

   Borrower:      Calpine Corporation

   Guarantors:    Debtors that are guarantors of the Existing DIP
                  Facility, subject to certain exceptions.

   Agent & Banks: A syndicate of financial institutions
                  including, Credit Suisse, as sole
                  administrative agent and collateral agent, and
                  Credit Suisse Securities (USA), LLC, Goldman
                  Sachs Credit Partners, LP, J.P. Morgan
                  Securities, Inc., and Deutsche Bank Securities,
                  Inc., as joint bookrunners and joint lead
                  arrangers.

   Commitment:    Up to $5,000,000,000 of Commitments comprised
                  of:

                     * a secured first priority term loan
                       facility of up to $4,000,000,000; and

                     * a secured first priority revolving credit
                       facility of up to $1,000,000,000,
                       including a swingline subfacility of up to
                       $10,000,000 and letter of credit
                       subfacility of up to $550,000,000.

   Purpose:       Proceeds will be used:

                     (a) to refinance the Existing DIP Facility;
                     (b) to repay the CalGen Secured Debt; and
                     (c) for working capital and other general
                         corporate purposes.

   Maturity:      The Replacement Financing will mature on the
                  earlier of:

                    (i) the effective date of a plan; or

                   (ii) the second anniversary of the Closing
                        Date.

                  If the Refinancing Facility is converted to an
                  exit facility, the final maturity will be seven
                  years from the Closing Date.

   Amortization:  1% per year on the Term Facility, payable
                  quarterly.

   Interest Rate: LIBOR plus the Applicable Margin, based on the
                  ratings from Standard & Poor's and Moody's of
                  the Replacement Financing on the Closing Date:

                     S&P/Moody's Ratings   Applicable Margin
                     -------------------   -----------------
                            BB-/Ba3               2.00%
                     (with stable outlook)

                             B+/B1                2.25%
                     (with stable outlook)

                             B/B2                 2.75%
                     (with stable outlook)

                         B-/B3 or lower           3.50%

                  After the Conversion Date, the Applicable
                  Margin will be determined based on Calpine
                  Corp.'s corporate credit rating and the
                  Applicable Margin for the Revolving Financing
                  will be determined pursuant to a pricing grid
                  to be agreed upon.

   Revolver
   Commitment
   Fees:          0.50% per annum

   Default
   Interest:      The applicable interest rate plus 2.0% per
                  annum

   Financial
   Covenants:     Before the Conversion Date, covenants generally
                  consistent with the Existing DIP Facilities,
                  subject to certain modifications as may be
                  agreed upon.

                  After the Conversion Date, usual and customary
                  financial covenants, including:

                    * minimum interest coverage ratios;

                    * maximum ratios of the Facilities Debt to
                      EBITDA; and

                    * maximum ratios of Total Net Debt to EBITDA,
                      in each case to be agreed upon.

   Liens:         Liens structure similar to that granted under
                  the Existing DIP Facilities plus first priority
                  liens on all property presently securing the
                  CalGen Secured Debt, upon its repayment,
                  subject to certain exceptions.

   Ability to
   Secure Hedging
   Obligations:   The Loan Parties will be permitted to grant
                  first priority liens in the property securing
                  the obligations under the Facilities to secure
                  obligations under "right way risk" transactions
                  and commodity or interest rate hedging
                  contracts.  The liens will rank pari passu with
                  the first priority liens granted to secure the
                  obligations under the Facilities.

   Incremental
   Term Facility: Calpine Corp. may expand the Facilities by up
                  to $2,000,000,000 to refinance secured project
                  debt or project preferred securities, subject
                  to certain restrictions, terms and conditions.

   Exit
   Conditions:    These conditions must be satisfied to convert
                  the Replacement Financing into an exit
                  facility:

                     (a) The occurrence of the Effective Date;

                     (b) Calpine Corp. will have obtained
                         corporate credit ratings and ratings on
                         the Facility from S&P and Moody's;

                     (c) The Agent will have received five-year
                         projections from the Effective Date
                         demonstrating pro forma covenant
                         compliance and certain other pro forma
                         financial statements and reports;

                     (d) The Debtors will have at least
                         $250,000,000 in liquidity; and

                     (e) Compliance with all financial covenants
                         and no event of default on a pro forma
                         basis after giving effect to the
                         occurrence of the Effective Date.

A full-text copy of the 137-page Replacement Financing is
available for free at http://researcharchives.com/t/s?19fd

                     About Calpine Corporation

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000).


CATHOLIC CHURCH: San Diego Diocese May File for Bankruptcy
----------------------------------------------------------
The Roman Catholic Diocese of San Diego in California may file for
chapter 11 protection rather than proceed to trial on about
150 sexual abuse lawsuits for claims that could exceed
$200 million, Mark Sauer and Sandi Dolbee write for the San Diego
Union Tribune.

According to the source, Bishop Robert Brom said in a letter to
parishioners that the diocese may be forced to file for bankruptcy
if abuse victims cannot be fairly compensated through ongoing
settlement negotiations.

Bishop Brom will meet with about 300 priests in the diocese today
as part of its regular, scheduled pre-Lent gathering and might
elaborate on the pastoral letter, the source said.

Roman Catholic Diocese of San Diego -- http://www.diocese-
sdiego.org/ -- employs approximately 3,000 people in various areas
of work.


CBD MEDIA: Launches Change of Control Offers to Buy Senior Notes
----------------------------------------------------------------
CBD Media LLC and Local Insight Media, LLC, last week, launched
change of control offers to purchase all CBD Media's 8-5/8% Senior
Subordinated Notes due 2011 and all the 9-1/4% Senior Notes due
2012 of CBD Media Holdings LLC.

On Dec. 12, 2006, Local Insight and CBD Media reported the
execution of a definitive agreement to combine their businesses.  
Under the agreement, 100% of the membership interests of CBD Media
Holdings, CBD Media LLC's parent, will be contributed to Local
Insight.  Upon the consummation of this transaction, Welsh,
Carson, Anderson and Stowe, which currently owns Local Insight,
will own a majority of Local Insight and Spectrum Equity
Investors, which currently indirectly owns approximately
95% of CBD Media Holdings' membership interests, will retain a
substantial minority stake in Local Insight.  Following the
closing, CBD Media will operate as an indirect wholly owned
subsidiary of Local Insight.

The combination of Local Insight and CBD Media will constitute a
change of control under the indentures governing CBD Media's
8-5/8% Senior Subordinated Notes due 2011 and CBD Media Holdings'
9-1/4% Senior Notes due 2012.  Under each change of control offer,
$1,000 principal amount of notes may be tendered for $1,010 plus
accrued and unpaid interest to the date of purchase.  The change
of control offers will expire at 5:00 p.m. Eastern Standard Time
on March 15, 2007.

CBD Media and Local Insight also disclosed that the process of
amending CBD Media's term loan facility has been completed.  Under
the amendment, the lenders, among other things, consented to waive
the change of control provision under the term loan facility.

The combination of Local Insight and CBD Media, which is subject
to certain closing conditions, is expected to close in the first
quarter of 2007.

                    About Local Insight Media

Local Insight Media, LLC, through its subsidiaries, provides print
directories and Internet-based local search services in Alaska and
the Caribbean.  Local Insight indirectly owns ACS Media LLC, a
publisher of print and Internet advertising directories in Alaska.  
In addition, Local Insight indirectly owns 60% of Axesa Servicios
de Informacion, S. en C., which publishes the "official" yellow
and white pages directories in Puerto Rico under the PRT brand.  
Local Insight also indirectly owns Caribe Servicios de Informacion
Dominicana, S.A., which publishes the "official" yellow and white
pages directories in the Dominican Republic under the Paginas
Amarillas brand.

                       About CBD Media LLC

Headquartered in Cincinnati, Ohio, CBD Media LLC is a directory
publisher in the United States.  The Company is the exclusive
directory publisher for Cincinnati Bell branded yellow pages in
the Cincinnati-Hamilton metropolitan area.  CBD Media was created
on March 8, 2002, as the result of the purchase of fourteen yellow
page directories by Spectrum Equity Investors, a private equity
firm, from Broadwing, now renamed Cincinnati Bell.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2007,
Standard & Poor's Ratings Services affirmed its ratings on ACS
Media LLC, Caribe Media Inc, and CBD Media Holdings LLC, including
their 'B' corporate credit ratings.  The outlooks for all three
entities are stable.


COMMERCIAL MORTGAGE: S&P Rates $8.2 Mil. Class Q Certs. at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Commercial Mortgage Trust 2007-GG9's $6.1 billion
commercial mortgage pass-through certificates series 2007-GG9.

The preliminary ratings are based on information as of
Feb. 15, 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 certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has debt service coverage of 1.27x, a beginning
LTV of 110.4%, and an ending LTV of 107.9%.

                  Preliminary Ratings Assigned

               Commercial Mortgage Trust 2007-GG9

                                    Preliminary     Recommended
   Class                Rating        amount          support
   -----                ------      -----------     -----------
   A-1                  AAA         $84,000,000     30.000%
   A-2                  AAA      $1,180,078,000     30.000%
   A-3                  AAA         $85,985,000     30.000%
   A-AB                 AAA         $88,000,000     30.000%
   A-4                  AAA      $2,671,598,000     30.000%
   A-1-A                AAA        $493,485,000     30.000%
   A-M                  AAA        $657,593,000     20.000%
   A-J                  AAA        $575,393,000     11.250%
   B                    AA+         $32,880,000     10.750%
   C                    AA          $98,638,000      9.250%
   D                    AA-         $41,100,000      8.625%
   E                    A+          $41,099,000      8.000%
   F                    A           $57,540,000      7.125%
   G                    A-          $57,539,000      6.250%
   H                    BBB+        $82,199,000      5.000%
   J                    BBB         $65,759,000      4.000%
   K                    BBB-        $65,760,000      3.000%
   L                    BB+         $32,879,000      2.500%
   M                    BB          $16,440,000      2.250%
   N                    BB-         $24,660,000      1.875%
   O                    B+          $16,440,000      1.625%
   P                    B           $16,439,000      1.375%
   Q                    B-           $8,220,000      1.250%
   S                    NR          $82,199,863      0.000%
   AM-FL                NR                  N/A      N/A
   AJ-FL                NR                  N/A      N/A
   XP*                  AAA                 N/A      N/A
   XC*                  AAA      $6,575,923,863      N/A
   R-I                  NR                  N/A      N/A
   R-II                 NR                  N/A      N/A
   
           * Interest-only class with a notional amount.
                        NR -- Not rated.
                      N/A -- Not available.


COMPLETE RETREATS: Court Extends Plan-Filing Period to April 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut further
extended Complete Retreats LLC and its debtor-affiliates'
exclusive periods to:

   (a) file a plan of reorganization through and including
       April 19, 2007; and

   (b) solicit votes on that plan through and including June 18,
       2007.

As reported in the Troubled Company Reporter on Jan. 24, 2007, the
Debtors had made significant progress toward stabilizing their
business operations, Jeffrey K. Daman, Esq., at Dechert LLP, in
Hartford, Connecticut, related.  The Debtors had obtained
replacement DIP financing for the duration of their bankruptcy
cases.

In addition, the Debtors had been investigating and pursuing
litigation, with the hope of increasing the ultimate recovery for
creditors, Mr. Daman said.  In particular, the Debtors, along
with the Official Committee of Unsecured Creditors, had filed
numerous motions for examinations pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure; had conducted interviews
with numerous employees and other parties; and had commenced
one, and planned to initiate more, adversary proceedings.

The Debtors had obtained the Court's permission to sell
substantially all of their assets to Ultimate Resort, LLC, Mr.
Daman pointed out.  Moreover, the Debtors had filed motions to
sell the properties not included in the Global Asset Sale, three
of which have been granted by the Court.

Once the Global Asset Sale had closed, the Debtors would be in a
position to file a liquidating plan of reorganization, which would
likely include a litigation trust to pursue actions to recover
assets of the Debtors' estates for the benefit of the creditors
and other parties-in-interest, Mr. Daman told the Court.  The
Debtors had been drafting a liquidating plan that they intended to
negotiate with the Committee, in the hopes of reaching a
consensus.  The Debtors are hopeful that they will finalize and
file a consensual plan prior to April 19, 2007.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Wants Removal Period Extended to April 20
------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut to further extend
their deadline to remove state court proceedings, as well as any
others, through and including April 20, 2007.

When the Debtors filed for bankruptcy, they were involved in
approximately 21 state court proceedings pending in courts
throughout the country.

According to Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford,
Connecticut, the Debtors have not completed a thorough review of
the Proceedings.

Nevertheless, Mr. Daman notes, the Debtors have focused primarily
on:

   * stabilizing their business;

   * responding to a multitude of creditor inquiries and
     addressing a variety of creditor concerns;

   * working towards negotiating, seeking approval, and closing
     the sale of substantially all of their assets to Ultimate
     Resort, LLC; and

   * formulating and drafting a liquidating plan of
     reorganization and related disclosure statement.

An extension of will afford the Debtors sufficient opportunity to
assess whether the Proceedings can and should be removed, Mr.
Daman says.  The Debtors' adversaries will not be prejudiced by
an extension, as they may not prosecute the Proceedings absent
relief from the automatic stay, Mr. Daman assures the Court.

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COPANO ENERGY: Earnings Performance Cue S&P's Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Copano Energy LLC.  

At the same time, Standard & Poor's revised the outlook on the
company to positive from stable and raised the ratings on the
company's $225 million senior unsecured debt to 'B+' from 'B'.

Houston, Texas-based Copano is a midstream gas gathering,
processing, and transmission company with operations in the Texas
Gulf Coast region and Oklahoma.

"The positive outlook on Copano reflects earnings performance over
the past year that, in combination with equity issuance, has
improved its financial profile," said Standard & Poor's credit
analyst Plana Lee.

"An upward rating action could occur during the next 12 to 18
months, given continued strong operating performance and ongoing
efforts to manage the volatility of cash flows through hedges,"
said Ms. Lee.

Standard & Poor's also said that any upward rating action would
also rely on disciplined financing for acquisitions or growth
projects.

The higher rating on the senior unsecured debt reflects the
company's improved capital structure and less reliance on the
senior secured revolving credit facility.


COPELANDS' ENTERPRISES: Hires Glenn Burdette as Accountants
-----------------------------------------------------------  
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave Copelands' Enterprises Inc. authority
to employ Glenn, Burdette, Phillips and Bryson as its tax and
audit accountants, nunc pro tunc to Aug. 14, 2006.

As reported in the Troubled Company Reporter on Jan. 29, 2007,
the Debtor sought to employ Glenn Burdette to:

   a) prepare tax returns for the fiscal year ended Jan. 31, 2007;
   b) assist in the Internal Revenue Service audit; and
   c) assist in the 401(k) and health plan auditing.

The Debtor agreed to compensate the firm's professionals at these
hourly rates:

   Professional             Position                  Hourly Rate
   ------------             --------                  -----------
   R. Lance Cowart, CPA     Director                      $230
   Janet C. Jensen, CPA     Manager - Taxation            $180
   Mical W. Bovee           Staff Accountant              $110
   Kathy Burkhart           Admin Asst II                  $55
   Heather R. Pope          Admin. Asst                    $70
   Celeste A. Gray          Supervising Sr. Accountant    $150
   Jennie L. Hackett        Admin. Asst                    $70
   Suzanne Atkinson         Manager - Client
                               Accounting Services        $125

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtor and is a "disintersted person" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

Glenn Burdette is composed of 25 certified public accountants
with backgrounds in a wide variety of accounting topics, including
financial audits, tax services, employee benefits, litigation
support and estate planning.

The firm has offices in San Luis Obispo, Paso Robles, and Santa
Maria, California.

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.  The Debtor and the Official Committee of Unsecured
Creditors filed a Joint Plan of Reorganization and Disclosure
Statement on Feb. 12, 2007.  The hearing to consider the adequacy
of the Disclosure Statement is set for March 19, 2007.


CRDENTIA CORP: Completes New $10 Million Working Capital Facility
-----------------------------------------------------------------
Crdentia Corp. closed a new $10 million receivables-based working
capital facility with Systran Financial Services Corporation, a
subsidiary of Textron Financial Corporation.

The working capital facility with Systran Financial replaces all
of Crdentia's obligations with Bridge HealthCare Finance, LLC, at
a significantly lower cost and on substantially more favorable
terms.  Proceeds from the Systran Financial funding were used to
repay a $3.2 million revolving credit facility and a $692,000 term
loan, both owed to Bridge.  Proceeds were also used to pay nearly
$500,000 of penalties for early withdrawal from the Bridge
agreement.

"We are delighted that we have been able to significantly improve
our terms through this funding with a lender of the quality of
Systran Financial and Textron.  The significantly reduced costs
will allow us to increase stockholder value.  We are delighted
that we have completed such a terrific funding arrangement with
Systran and Textron that greatly improves our situation," Chairman
and CEO, Jim Durham, commented.

                      About Crdentia Corp.

Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT)
-- http://www.crdentia.com/-- provides healthcare staffing  
services in the United States.

                        Going Concern Doubt

KBA Group LLP, in Dallas, Texas, raised substantial doubt about
Crdentia Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the company's
incurred net losses of $6,268,503 and $33,702,854 for the years
ended Dec. 31, 2005 and 2004, respectively, and cash flows from
operating activities of $5,062,267 and $3,186,737 for the years
ended Dec. 31, 2005 and 2004, respectively.  Additionally, the
company's current liabilities exceed their current assets by
$6,493,181 at Dec. 31, 2005.


CREST G-STAR: S&P Lifts Rating on Class D Notes to BB+ from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1, B-2, C, and D notes issued by Crest G-Star 2001-1 L.P., a
static CDO of ABS transaction consisting primarily of CMBS and
REIT assets.

Concurrently, the ratings were removed from CreditWatch with
positive implications, where they were placed Nov. 21, 2006.
In addition, the rating on the class A notes was affirmed based on
the current level of credit enhancement available to support the
notes.

The raised ratings reflect factors that have positively affected
the credit enhancement available to support the class B-1, B-2, C,
and D notes since the last upgrades in February 2006.  These
factors include paydowns resulting from the static nature of the
deal.  The transaction has paid down approximately $13.847 million
on the class A notes since the February 2006 rating actions.

As of the most recent trustee report available, dated
Dec. 29, 2006, the class A overcollateralization test ratio was
154.43%, up from 151.43% at the time of the February 2006 rating
actions and compared with a test minimum of 126.00%.  The class B
overcollateralization test ratio was 120.12%, increasing from
119.16% at the time of the February 2006 rating actions and
compared with a test minimum of 106.00%.  The class C
overcollateralization test ratio was 113.41%, up from 112.75% at
the time of the February 2006 rating actions and compared with a
test minimum of 104.00%.

In addition, Standard & Poor's noted that the overall credit
quality of the underlying collateral pool for Crest G-Star 2001-1
L.P. has improved since the February 2006 rating actions.  Since
then, Standard & Poor's has upgraded 24 of the underlying assets
totaling approximately $204.114 million, or 50.34% of the
underlying pool.

                   Ratings Raised And Taken Off
                      Creditwatch Positive
   
                    Crest G-Star 2001-1 L.P.

                      Rating
                      ------
        Class   To               From           Balance
        -----   --               ----           -----------
        B-1     AA-              A-/Watch Pos   $60,000,000
        B-2     AA-              A-/Watch Pos   $15,000,000
        C       BBB              BB+/Watch Pos  $20,000,000
        D       BB+              B+/Watch Pos   $15,000,000
   
                          Rating Affirmed
   
                     Crest G-Star 2001-1 L.P.
   
                   Class   Rating   Balance
                   -----   ------   --------
                   A       AAA      $262,647,000


DANA CORP: Seeks Approval of George Koch Settlement Agreement
-------------------------------------------------------------
Dana Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to approve their settlement
agreement with George Koch Sons, LLC.

The Debtors and George Koch Sons, LLC, are parties to a purchase
order for the completion of the refurbishing and retrofitting of
an existing electrocoat system owned by the Debtors and housed in
a building at 4010 Airpark Drive, in Owensboro, Kentucky.  

The Debtors lease the Owensboro Building from Lexington Owensboro
Corporation pursuant to a lease agreement.  The Debtors are
obliged to indemnify Lexington against all claims and losses
arising out of, among other things, certain liens asserted
against the Owensboro Building under the Lease.  

Dana Commercial Credit Corporation, a non-debtor affiliate of
Dana Corporation, owns the land where the Owensboro Building is
situated.

In December 2005, the Debtors paid $309,440 to George Koch.  
George Koch completed the Retrofitting by January 2006.  As of
the Petition Date, however, the Debtors still owe George Koch
$364,055 under the Purchase Order.

In March 2006, George Koch filed a Mechanic's and Materialman's
Lien for $364,055 with the clerk for Daviess County, in Kentucky,
against DCCC and Lexington.  

In June 2006, the Debtors acknowledged that they have taken
possession of an addition to the Building, which increased the
Building's floor area by approximately 88,000 square feet.  As a
condition to the Lease amendment, Lexington required that DCCC
place $1,000,000 in escrow as security for repayment of the debts
in the Liens asserted against the Building.

The amount of Escrowed Proceeds currently serving as security for
the debt underlying the Lien is approximately $450,000.  

Pursuant to a Court-approved Settlement between the Debtors and
DCCC, DCCC has agreed to waive its rights to, and release to the
Debtors, the Escrowed Proceeds once certain conditions are met.

In September 2006, George Koch filed Claim No. 10224 asserting a
secured claim for $364,055, plus interest, costs and expenses,
against the Debtors.

George Koch has advised the Debtors that it is considering
commencing litigation in a Kentucky state court against DCCC and
Lexington to preserve and enforce the Lien.

To resolve their disputes and avoid incurring significant costs
and time in litigating a state court action, the Debtors and
George Koch decided to enter into a settlement agreement, which
provides that:

   (a) Claim No. 10224 will be allowed as a general unsecured,
       non-priority claim for $364,055 against the Debtors;

   (b) The parties will mutually release and discharge each other
       and DCCC and Lexington for all liabilities related to
       their prepetition claims arising under the Purchase Order
       or the Retrofitting;

   (c) George Koch will withdraw its Lien and will not file a
       lien arising from the Purchase Order or the Retrofitting
       against DCCC, Lexington, the Debtors or the Debtors'
       estates.

                          About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Judge Lifland Approves Sypris Stipulation Accord
-----------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York approved a stipulation between
Dana Corp. and its debtor-affiliates and Sypris Technologies, Inc.
The Debtors agree that they will not enter into or order any parts
pursuant to any requirements purchase orders without seeking Court
authority.

Sypris has informed the Debtors that it does not object to the
initial purchase orders for the creation of production intent
tooling and equipment and corresponding purchase orders for
limited test quantities of parts.

Sypris, however, objects to the requirements purchase orders for
supply of the Debtors' requirements for parts.

If the Debtors seek authority from the Court to enter into any
Requirements Purchase Order, Sypris reserves all of its rights to
object to the relief and rights to seek discovery in support of
its objection, and all claims available to it.

                      The Re-Sourcing Program

As reported in the Troubled Company Reporter on Jan. 10, 2007, the
Debtors have classified purchase orders into three categories:

   1. Tooling P.O.'s -- Initial purchase orders with certain
      Alternative Suppliers for the creation of "production
      intent" tooling and equipment needed to produce the Parts.

   2. PPAP P.O.'s -- Corresponding purchase orders for limited,
      test quantities of the Parts, to be subjected to the Part
      Production Approval Process.

   3. Requirements P.O.'s -- Subject to successful Tooling and
      PPAP, purchase orders for supply of the Debtors'
      requirements for the Parts.

The Debtors have designed three Stages for the Re-Sourcing
Program:

A. Stage One focuses on large-steer axle beams, axle shafts,
   machining of drive-axle differential cases, and full-float
   axle-tube assemblies.

   With respect to each of the Stage One Parts, the Debtors
   propose that they promptly will enter into Tooling P.O.s and
   PPAP P.O.'s with certain Alternative Suppliers whom they
   already have identified.  In developing the Re-Sourcing
   Program, the Debtors have conducted specific and material,
   though preliminary and non-committal, discussions with the
   list of Alternative Suppliers.

   The Debtors' maximum estimated expenditure under the Stage One
   Tooling P.O.'s and PPAP P.O.s is $4,900,000, which the Debtors
   plan to pay over time as progress installments, per schedules
   to be negotiated in the Tooling P.O.s and PPAP P.O.'s.
   Extrapolating from the volumes of the past 12 months, the
   Debtors project that they can achieve net annual savings of
   approximately $6,700,000, as a result of using Alternative
   Suppliers for the Stage One Parts.

B. In Stage Two, the Debtors propose to re-source:

      * ring forgings for approximately $577,000 and a lead time
        of approximately 44 weeks;

      * pinion forgings for approximately $190,500 and a lead
        time of approximately 40 weeks;

      * input shaft forgings for approximately $29,400 and a lead
        time of approximately 20 weeks;

      * king pins for no material Capital Expense and a lead time
        of approximately only 12 weeks;

      * steer arms for approximately $250,000 and a lead time of
        approximately 44 weeks;

      * tie rod arms for approximately $250,000 and a lead time
        of approximately 44 weeks; and

      * full-float axle tube assembles not re-sourced in Stage
        One, at a Capital Expense of approximately $1,703,000 and
        a lead time of approximately 48 weeks.

C. In Stage Three, the Debtors propose to re-source:

      * helical gear forgings for approximately $144,200 and a
        lead time of approximately 28 weeks;

      * precision forgings for approximately $30,000 and a lead
        time of approximately 15 weeks;

      * forging and machined knuckles for approximately $600,000
        and a lead time of approximately 30 weeks; and

      * carriers and caps for approximately $970,000 and a lead
        time of approximately 24 weeks.

                          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).


DELTA AIR: U.S. Trustee Adds Carval Investors to Official Panel
---------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Diana G. Adams,
acting United States Trustee for Region 2, has amended the
membership of the Official Committee of Unsecured Creditors in
Delta Air Lines Inc. and its debtor-affiliates' Chapter 11 cases
to reflect the addition of Carval Investors, LLC.

The Creditors Committee now consists of:

     (1) Deborah Ibrahim
         Assistant Vice President
         U.S. Bank National Association and U.S. Bank Trust
         National Association
         One Federal Street, 3rd Floor
         Boston, MA 02110
         Tel: (617) 603-6427

     (2) Jordan S. Weltman
         Senior Managing Director - Americas Region
         Boeing Capital Corp.
         500 Naches Avenue S.W., 3rd Floor
         Renton, WA 98055
         Tel: (425) 965-0052

     (3) Suonne Kelly
         Andrea Wong
         Pension Benefit Guaranty Corporation
         1200 K Street, N.W.
         Washington, D.C. 20005
         Tel: (202) 326-0000

     (4) John Lewis, Jr., Esq.
         The Coca-Cola Company
         One Coca-Cola Plaza
         Atlanta, GA 30303
         Tel: (404) 676-0016

     (5) F. Scott Wilson, Esq.
         Pratt & Whitney, a division of United Technologies
         Corporation
         400 Main Street
         Bast Hartford, CT 06108
         Tel: (860) 565-0321

     (6) Tim Canoll
         DAL MEC
         Air Line Pilots Association, International
         c/o DAL MEC Office
         100 Hartsfield Centre Parkway, Suite 200
         Atlanta, GA 30354
         Tel: 763-0925

     (7) Mark Guidinger
         Carval Investors, LLC
         12700 Whitewater Drive (MS 144)
         Minnetonka, MN 55343-9439
         Tel: (952) 984-3360

     (8) Nate Van Dozer
         Fidelity Advisor Series II: Fidelity Advisor High Income
         Advantage Fund
         82 Devonshire Street E3 IC
         Boston, MA 02109
         Tel: (617) 392-8129

     (9) Gary Bush
         Bank of New York
         Corporate Trust Default Group
         101 Barclay Street, Floor 8 West
         New York, NY 10286


                       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.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Dec. 19, 2006.  The Court declared that the Disclosure
Statement contained adequate information and approved the
Disclosure Statement on Feb. 7, 2007.  The confirmation hearing
for the Plan is scheduled on April 25, 2007.  (Delta Air Lines
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELTA AIR: Fourth Quarter 2006 Net Loss Increases to $2 Billion
---------------------------------------------------------------
Delta Air Lines reported a net loss of $2.0 billion in the fourth
quarter of 2006, compared to a net loss of $1.2 billion in the
fourth quarter of 2005.

Excluding reorganization and special items, the company's net loss
was $179 million in the fourth quarter of 2006, a $603 million
improvement from the fourth quarter of 2005.  Operating income for
the December 2006 quarter was $6 million, which represents Delta's
third consecutive quarterly operating profit.

For the full year 2006, Delta recorded a net loss of $6.2 billion,
compared to 2005's full year net loss of $3.8 billion.  Excluding
reorganization and special items, the company's net loss was
$406 million in 2006, a $1.8 billion improvement over 2005.
Delta's operating income of $58 million for 2006 was a
$2.1 billion improvement over 2005 and the company's first annual
operating profit since 2000.

"A full year operating profit, and the magnitude of the progress
it represents, marks a major milestone for Delta.  This is
testimony to the dedication and hard work of Delta employees,"
said Gerald Grinstein, Delta's chief executive officer.  "With
Court approval of the company's Disclosure Statement earlier this
month, there is great momentum building towards a successful
emergence from Chapter 11 this spring as a strong, healthy and
independent global competitor."

                       Revenue Performance

For the December 2006 quarter, total passenger revenue increased
5.9% on a 3.6% decrease in capacity.  Delta's consolidated
passenger unit revenues (PRASM) increased 9.9% in the December
2006 quarter compared to the same period in 2005.  Delta's length
of haul adjusted PRASM increased 12.1% for the fourth quarter 2006
versus fourth quarter 2005, as compared to the industry (excluding
Delta) average PRASM increase of 5.1% over the same period.

For the full year 2006, Delta's consolidated PRASM rose 13.2%
compared to the prior year.  Delta's length of haul adjusted PRASM
increased 17.8% for 2006 versus 2005, as compared to the industry
(excluding Delta) average PRASM increase of 10.7% over the same
period.

                       Operating Expense

For the December 2006 quarter, Delta's operating expenses
decreased 10.2%, or $471 million, compared to the December 2005
quarter.  Driven by its restructuring efforts, Delta's mainline
unit costs in the fourth quarter of 2006 decreased by 9.3% as
compared to the fourth quarter of 2005.  Excluding fuel and
special items, mainline unit costs decreased 6.2% over the prior
year period.

Despite the $804 million increase in expense due to higher fuel
prices in 2006, Delta's operating expenses decreased by
$1.1 billion, or 5.9%.  Delta's 2006 mainline unit costs decreased
by 3.9% in comparison to the prior year.  Excluding fuel and
special items, mainline unit costs decreased 3.9% for the same
period.

                          Fuel Hedging

Delta recorded $86 million and $108 million in net charges for
settled fuel hedge contracts for the December 2006 quarter and the
full year, respectively.  These charges are reflected in aircraft
fuel expense.  In addition, the company recorded charges of $14
million and $37 million associated with the ineffective portion of
fuel hedges in miscellaneous expense, net, for the December 2006
quarter and full year respectively.

As of February 12, 2007, the company had hedged approximately 52%
of its planned fuel consumption for the March 2007 quarter through
a combination of swaps and collars at an average cap of $1.95 per
gallon and an average floor of $1.88 per gallon.  The company is
currently forecasting its average fuel price for the March 2007
quarter to be $1.89 per gallon.

For the June 2007 quarter, Delta has hedged approximately 40% of
its planned fuel consumption, through a combination of swaps and
collars with an average cap of $1.91 per gallon and an average
floor of $1.71 per gallon. For the September 2007 quarter, the
company has hedged approximately 18% of its planned fuel
consumption at an average cap of $1.93 per gallon and an average
floor of $1.76 per gallon.

                           Liquidity

At Dec. 31, 2006, Delta had $3.5 billion in cash, cash equivalents
and short-term investments, of which $2.6 billion was
unrestricted.

On Jan. 30, 2007, Delta announced that it had obtained commitments
for a $2.5 billion exit financing facility, a significant step in
the company's plan to exit bankruptcy.  The exit facility will be
co-led by six financial institutions -- JPMorgan, Goldman Sachs &
Co., Merrill Lynch, Lehman Brothers, UBS, and Barclays Capital --
and will consist of a $1 billion first-lien revolving credit
facility, a $500 million first-lien Term Loan A, and a $1 billion
second-lien Term Loan B.  The facility will be secured by
substantially all of the first-priority collateral securing
Delta's existing Debtor-In-Possession (DIP) facilities.

                     Restructuring Progress

On Feb. 7, 2007, the Bankruptcy Court, with no creditors
objecting, approved Delta's Disclosure Statement and authorized
the company to begin soliciting approval from its creditors for
the Plan of Reorganization.  The Unsecured Creditors Committee
supports Delta's Plan of Reorganization and recommends that
creditors vote in favor of the Plan.  A confirmation hearing for
the Bankruptcy Court to consider approval of the Plan of
Reorganization has been scheduled for April 25, 2007.

Delta remains on course to emerge from Chapter 11 in Spring 2007
as a strong, competitive, independent airline.  As of December 31,
2006, the company had achieved its full $3 billion goal of annual
financial improvements through revenue improvements and cost
reductions, reaching its goal one year ahead of schedule.

Delta made these progresses against its restructuring benchmarks:

   -- Attain a best-in-class cost structure - The company achieved
      the lowest mainline non-fuel CASM of the network carriers
      with 2006 mainline CASM excluding fuel and special items of
      7.20 cents.

   -- Improve unit revenue performance - Delta's length of haul
      adjusted PRASM was 93% of industry average, up substantially
      from 86% in 2005.

   -- Eliminate cash bleed and repair the balance sheet - Delta
      generated $1.2 billion of free cash flow, its first positive
      free cash flow since 1998.

   -- Restore profitability - The company recorded its first
      annual operating profit since 2000.

"By executing on all aspects of our restructuring plan -
increasing liquidity, improving unit revenues and reducing unit
costs, while simultaneously investing in our network and product -
we exceeded our goals for 2006 and positioned Delta to become a
fierce competitor in this industry," said Edward H. Bastian,
Delta's executive vice president and chief financial officer.
"Because of the strength and determination of the entire Delta
team, we expect this momentum to continue into 2007 and beyond."

                      2006 Accomplishments

Delta has made enormous progress in transforming the airline into
a strong, healthy, and vibrant competitor.  While many companies
use the bankruptcy process simply to shore up their balance sheet
and reduce debt, Delta achieved a top-to-bottom transformation
that touched every aspect of how it does business to improve and
strengthen the airline.

Safety remains Delta's highest priority.  The company was named
the 2006 Occupational Industry Leader by the National Safety
Council - the first airline to receive this recognition.

   -- Delta was ranked in the top two of all network carriers in
      overall customer service by J.D. Power and Associates in
      2006. J.D. Power rated Delta #1 for customer services across
      three metrics - aircraft condition/cleanliness,
      boarding/deplaning/baggage, and flight crew.  In addition,
      Delta was awarded "Best Frequent Flyer Program," "Best
      Airline Web Site" and "Best Airport Lounge" by Business
      Traveler readers in the 2006 Best in Business Travel Awards.

   -- Delta began 124 new nonstop routes and added 41 destinations
      to its network in 2006, with 35 additional nonstop routes
      and 19 new destinations announced for 2007.  Delta provides
      service to more destinations than any global airline with
      Delta and Delta Connection carrier service to 304
      destinations in 52 countries.  Delta is the only airline to
      serve all 50 states and, through both its Atlanta and New
      York-JFK hubs, is the only carrier to serve to five
      continents from a single city.

   -- Delta made significant investments in its customer products
      and services, including state-of-the-art, on-demand TV,
      movies, and music on many domestic and international
      flights; major improvements in airport facilities at Atlanta
      and New York-JFK; multiple new SkyMiles program features;
      and signature food and beverages on Delta flights worldwide
      with celebrity partners like Michelle Bernstein and Rande
      Gerber.

   -- Delta improved functionality at delta.com - which celebrated
      its 10th anniversary in 2006 - including enhanced mobile
      device access and itinerary management, as well as
      comprehensive content in Spanish, with French, Italian,
      German and Portuguese availability coming soon.

   -- Delta announced plans to enhance its mainline fleet with 28
      internationally-capable aircraft scheduled for delivery in
      2007-2009.

   -- Delta announced the recall of nearly 2,500 employees,
      including more than 1,200 flight attendants, 300 pilots, and
      900 maintenance employees.

   -- Through more than 100,000 messages and dozens of visits to
      Capitol Hill, employee and retiree grassroots advocacy
      pushed pension reform legislation through each step of the
      complex legislative process.  The Pension Protection Act of
      2006 was signed into law in August, enabling Delta to
      preserve its defined benefit pension plan for active and
      retired ground and flight attendant employees.

   -- Delta employees earned 20 Shared Rewards payments in 2006,
      for top performance in on-time arrivals, completion factor
      and customer satisfaction. The total bonus amount per
      employee was $700, for a total payout of over $30 million.

                 December Monthly Operating Report

Delta filed its Monthly Operating Report for December 2006 with
the U.S. Bankruptcy Court.  As reflected in that report, the
company recorded a $1.8 billion net loss for the month.  Excluding
reorganization and special items, the net loss was $103 million
for the month, a $255 million improvement over December 2005.

                 Reorganization and Special Items

In the fourth quarter of 2006, Delta recorded $1.8 billion in net
charges for reorganization and special items.  These items are:

   * A $2.5 billion net charge for reorganization items, primarily
     consisting of:

     -- An allowed general, unsecured pre-petition claim in
        Delta's Chapter 11 case (Claim) of $2.2 billion for the
        Pension Benefit Guaranty Corporation (PBGC) relating to
        the termination of Delta's primary qualified defined
        benefit pension plan for pilots (Pilot Plan), partially
        offset by an $897 million liability for Pilot Plan pension
        costs previously recorded.

     -- An $801 million Claim for retired pilots relating to the
        termination of their nonqualified pension benefits,
        partially offset by a $387 million liability for pilot
        nonqualified pension costs previously recorded.

     -- A $539 million Claim for pilot and non-pilot retirees
        relating to a reduction of their postretirement healthcare
        benefits.

     -- A $181 million net charge for the restructuring of
        aircraft financing arrangements.

   * A $719 million income tax benefit from the reversal of
     accrued pension liabilities related to the Pilot Plan
     termination.

In the fourth quarter of 2005, Delta recorded a $453 million
charge for reorganization and special items, including (1) a $277
million charge for reorganization items; and (2) a $176 million
net charge associated with pension and restructuring items.

                 Important Financial Disclosure

Current holders of Delta's equity will not receive any
distributions under Delta's proposed Plan of Reorganization.
These equity interests would be cancelled upon the effectiveness
of the proposed Plan of Reorganization, which the company believes
will be shortly after the confirmation hearing scheduled on
April 25, 2007.  Accordingly, the company urges that caution be
exercised with respect to existing and future investments in
Delta's equity securities and any of Delta's liabilities and other
securities.

                      About Delta Air Lines

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

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Dec. 19, 2006.  The Court declared that the Disclosure
Statement contained adequate information and approved the
Disclosure Statement on Feb. 7, 2007.  The confirmation hearing
for the Plan is scheduled on April 25, 2007.


DIMENSIONS HEALTH: Moody's Puts Watch on $72.3MM Bonds' B3 Rating
-----------------------------------------------------------------
Moody's Investors Service has placed on Watchlist for Possible
Downgrade the B3 rating assigned to $72.3 million of Series 1994
bonds issued by Dimensions Health Corporation through Prince
George's County, MD.

The Watchlist is due to DHC's further deterioration in financial
performance, minimal liquidity and its need to obtain further
external funding in order to make a required pension payment in
April 2007.

Legal security:

The bonds are secured by a pledge of "receipts" derived from the
health care operations and an assignment of the lease in the
health care facilities.  The actual health care buildings are
owned by Prince George's County, Maryland, and are leased to DHC
through 2042.  The Master Trustee can terminate the lease by
virtue of an event of default by DHC and assign the lease and
operation of the facilities to another operator.  As of
Dec. 31, 2006, a debt service reserve fund in the amount of
$8.3 million and a separate debt service fund in the amount of
$3.1 million existed for the protection of the Series 1994
bondholders.

Interest rate derivatives:

None

Strengths:

* Historical financial support from Prince George's County (rated
  Aa2) and the State of Maryland (Aaa)

* Operations in Bowie and Laurel, Maryland, which have reasonably
  attractive demographics

* Desire on the part of various constituencies including County,
  State and other area hospitals that DHC remain viable in order
  to continue treating a high proportion of indigent patients

Challenges:

* County and State unlikely to support debt service on bonds

* Negligible liquidity of approximately 12 days cash on hand at
  the end of December 2006; large pension payment due in
  April 2007

* Very bad demographics in the service area in which the flagship
  hospital operates with high Medicaid and Self-pay

* Minimal capital spending, averaging less than 65% of
  depreciation since 2000, suggesting a high level of deferred
  maintenance and making it difficult to recruit physicians

* Ten consecutive years of operating losses, resulting in cash
  flow which is generally insufficient to cover debt service

* Substantial decline in outpatient surgical volumes over the past
  four years suggests a loss to the competition

* The search for a hospital partner does not appear to have
  yielded any tangible results

Recent developments:

In January 2007, management reported that in the absence of a
$5 million cash infusion, it might have to shut down hospital
operations within 60 days.  Within the past week, DHC did receive
$5 million from Prince George's County, in exchange for providing
financial and operating information to a consultant of the
County's choosing.  Any further cash infusions would likely
require that the County be given more board control and that the
organization be reorganized in order to reduce costs.  Management
represents that DHC will require an additional $9 million cash
infusion for the period April-June 2007, in order to cover its
cash obligations, including a $4.7 million pension payment that
had already been deferred under a prior agreement granted by the
Internal Revenue Service.  Under a multi-year agreement between
the County and DHC, the County is required to provide one
additional $5 million payment to DHC during the fiscal year that
begins July 1, 2007.

Since 2002, DHC has been kept financially afloat by extraordinary
payments received from the County, State and a private trust,
totaling approximately $70 million.  In fiscal 2006, DHC recorded
$24 million of such funds and through the fiscal 2007 year-to-date
nearly $22 million has been received.  Given DHC's reported cash
position at the end of January 2007 of less than five days cash on
hand, the organization is seeking emergency relief from the
State's rate setting commission, which it believes is justified by
a recent increase in its care for indigent patients, as
demonstrated by a 21% increase in bad debt expense through the
first six months of fiscal 2007.  DHC received $11 million of such
relief in fiscal 2004-2005 but Moody's has no way of assessing
whether the State will be receptive to such relief currently.  
However, the new Governor has indicated his desire to keep the
hospitals operating.

Recent operating performance has deteriorated dramatically.  After
generating operating cash flow of $9.6 million in 2005, which
included $8.3 million of emergency rate relief, cash flow fell to
only $5.2 million in 2006.  Through the first six months of fiscal
2007, DHC is running an operating cash flow deficit of
$6.9 million, compared to a prior period surplus of $2.0 million.
The last time DHC recorded a full year cash flow deficit was in
2000.  While management reports that it has been able to retain
its physician staff, the staff is aging and Moody's believes that
retiring physicians will be difficult to replace without
increasing capital investment.  Since 2000, capital spending has
averaged only 63% of annual depreciation, resulting in a very high
average age of plant of nearly 20 years.

Over the past two years, DHC has sought to partner with stronger
hospital organizations that could defray its operating deficits
and provide capital investment.  To date, no such partner has been
publicly identified.  The board and management have also suggested
the need for a permanent ongoing revenue source, such as might be
provided from a sales or hospital district property tax; again, no
such tax has been approved.  Given DHC's precarious financial
position, it is possible that DHC could be replaced as the
operator of the hospitals or that bond payments could be missed.
Moody's note that DHC has never missed a bond payment during the
entire 6-plus year financial crisis.  While the State of Maryland
has a unique "Bond Indemnification Program" that could require the
State's other hospitals to make debt payments to DHC's
bondholders, such payments would be subject to the closure of the
DHC hospitals.  Given the need for the continued operation of the
DHC hospitals, particularly the Prince George's Hospital Center,
Moody's does not believe it is likely that bondholders would
qualify for payments under the Indemnification program.

Moody's will review the rating within the next 90 days, with a
particular focus on DHC's ability to make its required
$4.7 million pension payment due on April 15, 2007.

Outlook:

The Watchlist for Possible Downgrade is based on Moody's belief
that DHC will be unable to operate without continued external
support from governmental entities; while such support has been
forthcoming over the past six years, there is some doubt that the
County will continue to fund at the higher levels that appear to
be necessary.

What could change the rating -- up

The creation of a permanent external source of cash flow, possibly
generated from a governmental tax; partnership with a stronger
hospital operator

What could change the rating -- down

Failure to receive ongoing external financial support from the
County or State; missed debt service payment or pension payment

Key indicators:

Assumptions & Adjustments:

   * Based on financial statements for Dimensions Health
     Corporation and Subsidiaries

   * First number reflects audit year ended June 30, 2005

   * Second number reflects audit year ended June 30, 2006

   * Excludes extraordinary revenues from County, State, federal
     and Magruder Trust of $6.0 million in 2005 and $24.5 million
    in 2006

   * Investment returns normalized at 6% unless otherwise noted

      -- Inpatient admissions: 22,382; 21,977

      -- Total operating revenues: $344 million; $343 million

      -- Moody's-adjusted net revenue available for debt service:
         $10.2 million; $6.1 million

      -- Total debt outstanding: $76.8 million; $73.8 million

      -- Maximum annual debt service (MADS): $7.2 million;
         $7.2 million

      -- MADS Coverage with reported investment income: 1.55x
         ; 0.98x

      -- Moody's-adjusted MADS Coverage with normalized investment
         income: 1.41x; 0.85x

      -- Debt-to-cash flow: 13.6x; 46.3x

      -- Days cash on hand: 10 days; 17 days

      -- Cash-to-debt: 12%; 21%

      -- Operating margin: -0.9%; -2.0%

      -- Operating cash flow margin: 2.8%; 1.5%

Rated debt:

      -- Series 1994: $72.3 million outstanding; rated B3


DLJ COMMERCIAL: Fitch Holds Junk Rating on $6.7MM Class B-7 Certs.
------------------------------------------------------------------
Fitch Ratings upgrades 3 classes of DLJ Commercial Mortgage
Corp.'s commercial mortgage pass-through certificates, series
2000-CKP1, as:

   -- $16.1 million class B-1 to 'AAA' from 'AA';
   -- $25.8 million class B-2 to 'AA-' from 'A'; and
   -- $12.9 million class B-3 to 'A-' from 'BBB+'.

In addition, Fitch affirms theses ratings:

   -- $740.9 million class A-1B at 'AAA';
   -- Interest-only class S at 'AAA';
   -- $51.6 million class A-2 at 'AAA';
   -- $58 million class A-3 at 'AAA';
   -- $16.1 million class A-4 at 'AAA';
   -- $33.9 million class B-4 at 'BB+';
   -- $17.7 million class B-5 at 'BB' and
   -- $9.7 million class B-6 at 'B-'.

The $6.7 million class B-7 certificates remain at 'CC/DR4'.

The balances of the classes B-8, B-9 and C certificates have been
reduced to zero due to realized losses.

The rating upgrades are the result of increased subordination
levels resulting from loan payoffs, amortization, and defeasance
since Fitch's last rating action.  As of the February 2007
distribution date, the pool has paid down 23.3% to $989.5 million
from $1.29 billion at issuance.  In addition, 36 loans have
defeased, including four of the top 10 loans.

Two assets are currently in special servicing: one real estate
owned property and one loan that is current.

The loan that is current (0.5%) is collateralized by a multifamily
complex located in Irving, Texas.  The special servicer is
currently discussing workout options with the borrower.

The REO asset (0.13%) is a self storage facility located in
Hamilton, Ohio.  The special servicer is working to stabilize the
property and has listed it for sale.

Fitch expects losses on the specially serviced loans; however,
such losses are expected to be absorbed by the class B-7
certificate.

Fitch reviewed the credit assessment of the 437 Madison Avenue
loan (8.4%).  The 437 Madison Avenue loan is secured by a
782,921-square foot office property in midtown Manhattan.  The
servicer-provided debt service coverage ratio for the loan remains
strong at 3.22x for the trailing 12 months ending Sept. 30, 2006,
compared to 2.77x for year-end 2005, 2.49x for YE 2004, and 1.75x
at issuance.  The property is currently 100% occupied.  Based on
its strong performance, the loan maintains an investment grade
credit assessment.


ENESCO GROUP: Completes Asset Sale to Tinicum Capital Partners
--------------------------------------------------------------
EGI Acquisition, LLC, an affiliate of Tinicum Capital Partners II,
L.P., a private investment partnership, completed the purchase of
substantially all of the assets of Enesco Group, Inc. and the
assumption of certain of Enesco's unsecured liabilities.

The U.S. Bankruptcy Court for the Northern District of Illinois
approved the transaction.

As reported in the Troubled Company Reporter on Jan. 24, 2007, the
purchase price for Enesco's business, operations and assets
included Enesco LLC's forgiveness of all amounts due under
Enesco's senior secured debtor-in-possession financing facility
and certain other obligations owed to Tinicum and its affiliates,
the assumption of certain of Enesco's liabilities, and the
establishment of a $700,000 wind-down fund for Enesco's use in its
Chapter 11 bankruptcy case.

"This day marks the beginning of a new day and a new area for
Enesco," Basil Elliott, President and CEO of Enesco LLC,
commented.  "On behalf of all our employees around the globe, we
are very excited to begin a new chapter in our history, one that
focuses on growing our business and our brands profitably, while
providing our retail customers the quality service they demand.  
We are confident that with our new partnership with Tinicum and
with our dedicated employees, we are poised for growth and will
once again become the leader within the giftware industry."

"We are very pleased that we have completed this transaction,"
Terence M. O'Toole, co-managing partner of Tinicum added.  "We
share Enesco's vision of growth and look forward to working with
the management team to unlock the full potential of this business.  
We are excited to realize the vision that Tinicum and Enesco have
for both the future of the business and the gift industry.  We are
confident that together we will create a higher standard for best-
quality products, design excellence and superior customer
service."

Enesco intends to file a plan of liquidation with the Court in the
near future, which will provide for the payment of Enesco's
bankruptcy-related expenses, the distribution of any residual
funds to remaining creditors and dissolution of the former entity.  
Enesco does not anticipate that there will be any distribution to
its shareholders.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?19ed

                       About Enesco Group

Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home and     
garden d,cor products.  Enesco's product lines include some of the
world's most recognizable brands, including Disney, Heartwood
Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine
Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home d,cor boutiques and direct mail retailers, as well
as mass-market chains.  The company serves markets operating in
Europe, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries in Europe, Canada and a business unit in Hong Kong,
Enesco's international distribution network leads the industry.

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  Shaw
Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors.  The Debtors' financial
condition as of Nov. 30, 2006, showed total assets of $155,350,698
and total debts of $107,903,518.


EXCO RESOURCES: Proposes Offering of $2 Billion in Preferred Stock
------------------------------------------------------------------
EXCO Resources, Inc., is proposing to offer up to $2 billion in
preferred stock through the private placement of up to
$400 million of 6% cumulative convertible perpetual preferred
stock and $1.6 billion of 11% cumulative preferred stock to
accredited institutional investors pursuant to Regulation D of the
Securities Act of 1933.

The 6% convertible preferred stock will be convertible into EXCO
common stock at a price of $20 per share, as may be adjusted in
accordance with the terms of the 6% convertible preferred stock,
and EXCO may force the conversion of the 6% convertible preferred
stock at any time if EXCO's common stock trades for 20 days within
a period of 30 consecutive days at a price, subject to adjustment,
above $35 per share in the 24 months after issuance, $30 per share
thereafter through the 48th month after issuance and $25 per share
at any time thereafter.

Upon the occurrence of a change of control, holders of the 6%
convertible preferred stock may require EXCO to repurchase their
shares for cash or shares of common stock at the liquidation
preference plus accumulated dividends.  Holders of the 6%
convertible preferred stock will have a right of first offer with
respect to EXCO's subsequent issuance of shares of common stock at
a price per share less than the then-effective conversion price,
subject to customary exceptions.

The 11% preferred stock will automatically convert into an equal
number of shares of 6% convertible preferred stock upon
stockholder approval of the company's issuance of the underlying
shares of common stock as required by New York Stock Exchange
rules.  EXCO expects to hold a shareholders meeting in the third
quarter of 2007.  If the 11% preferred stock has not been
converted into 6% convertible preferred stock within 180 days of
issuance, the annual dividend rate will increase by 0.50% per
quarter (up to a maximum rate of 18% per annum) until the shares
of 11% preferred stock have been converted into 6% convertible
preferred stock.  The 11% preferred stock must be redeemed for
cash at 125% of the liquidation preference plus accumulated
dividends following the maturity of EXCO's 7-1/2% senior notes due
2011 and is otherwise redeemable at such price at EXCO's option at
any time.

Upon the occurrence of a change of control, holders of the 11%
preferred stock may require EXCO to repurchase their shares for
cash at 125% of the liquidation preference plus accumulated
dividends.  After 180 days from the date of issuance, holders of
the 11% preferred stock will have a right of first offer with
respect to EXCO's subsequent debt or equity issuances, subject to
customary exceptions.

EXCO may elect to pay dividends on the convertible preferred stock
in additional shares of preferred stock of the same class, in
which case the applicable dividend rate will increase by 2% per
annum. After the sixth anniversary of the issue date, the dividend
rate on the 6% convertible preferred stock will increase to 8% per
annum and dividends will be payable only in cash.  Dividends on
the 11% preferred stock are only payable in cash.  Holders of the
6% convertible preferred stock and the 11% preferred stock will
have certain director appointment rights.  EXCO will be obligated
to register for resale under the Securities Act of 1933 the
shares of common stock issuable in connection with the 6%
convertible preferred stock.

EXCO will use the net proceeds from the sale of the preferred
stock to finance EXCO's previously announced acquisition from
Anadarko Petroleum Corporation of oil and natural gas properties
in the Vernon and Ansley Fields in Louisiana and to repay a
portion of EXCO's outstanding indebtedness and indebtedness of its
subsidiary, EXCO Partners Operating Partnership, LP.

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

                          *     *     *

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


FPL ENERGY: S&P Holds Rating on $125 Million Senior Bonds at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
FPL Energy Wind Funding LLC's $125 million senior secured
amortizing bonds due 2017.  The outstanding bond balance is
$99 million.

The outlook is stable.

The affirmation follows Standard & Poor's recent rating
affirmation on FPL Energy American Wind LLC's $380 million bonds
due 2023.

"Wind Funding repays debt from distributions it receives from
American Wind's project financing that generates cash flow from a
portfolio of seven U.S. wind projects (totaling 697 MW)," said
Standard & Poor's credit analyst Terry A. Pratt.

"These projects earn revenue from long-term offtake contracts
with utilities and from the monetized value of federal renewable
energy production tax credits," he continued.

Wind Funding is wholly owned by FPL Energy Wind Funding Holdings
LLC.  Wind Funding wholly owns FPL Energy Wind Financing LLC
through class A shares and class B shares.  Wind Financing wholly
owns FPL Energy American Wind Holdings LLC, which wholly owns
American Wind.  American Wind Holdings is bankruptcy remote
from Wind Financing, and Wind Funding Holdings is bankruptcy
remote from FPL Energy.

The stable outlook for Wind Funding reflects the outlook for
American Wind.  Standard & Poor's ratings on Wind Funding will
likely rise and fall with its ratings on American Wind.


FPL ENERGY: S&P Holds Rating on $100 Million Senior Bonds at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
FPL Energy National Wind Portfolio LLC's $100 million senior
secured amortizing bonds due 2019.  The debt amount is
$91 million.

The outlook is stable.

The affirmation follows Standard & Poor's affirmation of the
rating on subsidiary FPL Energy National Wind LLC's $365 million
bonds due 2024.

"Wind Portfolio repays debt from distributions it receives from
National Wind, a project financing that generates cash flow from a
portfolio of nine U.S. wind projects (totaling 533.6 MW)," noted
Standard & Poor's credit analyst Terry A. Pratt.

"These projects earn revenues from long-term offtake contracts
with utilities and from the monetized value of federal renewable
energy production tax credits," he continued.

The stable outlook for Wind Portfolio reflects the outlook for
National Wind. Standard & Poor's ratings on Wind Portfolio will
likely rise and fall with its ratings on National Wind.


GENERAL ELECTRIC: Fitch Affirms B- Rating on $5.2MM Class O Certs.
------------------------------------------------------------------
Fitch upgrades three classes of General Electric Capital
Commercial Mortgage Corp., series 2002-1, as:

   -- $10.4 million class E to 'AAA' from 'AA+';
   -- $13 million class F to 'AA' from 'AA-'; and
   -- $18.2 million class G to 'A+' from 'A'.
   
In addition, Fitch affirms these classes:

   -- $122.1 million class A-2 at 'AAA';
   -- $595.2 million class A-3 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $36.3 million class B at 'AAA';
   -- $22.1 million class C at 'AAA';
   -- $16.9 million class D at 'AAA';
   -- $10.4 million class H at 'A-';
   -- $18.2 million class J at 'BBB';
   -- $16.9 million class K at 'BBB-';
   -- $6.5 million class L at 'BB+';
   -- $7.8 million class M at 'B+';
   -- $10.4 million class N at 'B'; and
   -- $5.2 million class O at 'B-'.

Class A-1 has been repaid in full.  Fitch does not rate the
$15.6 million class P.

The rating upgrades reflect the increased credit enhancement
levels from scheduled amortization, payoffs and the defeasance of
an additional four loans since Fitch's last rating action.  In
total, thirteen loans have defeased.  As of the February 2007
distribution date, the pool's aggregate certificate balance has
decreased 10.9% to $925 million from $1.04 billion at issuance.

Currently, there is one loan in special servicing.  The loan is
secured by an office property located in Boston, Massachusetts.  
It was transferred to the special servicer after the borrower
requested debt service relief.  The special servicer is working
with the borrower to bring the loan current.

The largest loan in the pool, 15555 Lundy Parkway, is a Credit
Tenant Lease loan.  It is secured by a 453,281 square foot office
property that is owner-occupied by the IT facility of Ford Motor
Company.  This loan remains current and Ford's asset manager has
indicated that the property will not be affected by restructuring
at the company.


GENERAL MOTORS: Provides Update on Accounting Issues
----------------------------------------------------
General Motors Corp. has substantially completed its previously
announced review of deferred income taxes as well as the
accounting for derivatives under Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities.

GM has determined that its previously filed financial statements
and financial information for 2002 through the third quarter of
2006 should no longer be relied upon, largely due to adjustments
in hedge accounting.

GM's accounting adjustments under SFAS No. 133 are substantially
complete, although some work remains.  The current estimate of the
cumulative impact of these SFAS No. 133 adjustments to retained
earnings, including GMAC, as of Sept. 30, 2006, is an increase of
approximately $200 million.

In addition, GM previously disclosed that retained earnings as of
Dec. 31, 2001, and subsequent periods were understated by a range
of $450 million to $600 million due to an overstatement of
deferred tax liabilities.

GM currently estimates that the deferred tax liability
overstatement is approximately $1 billion.  This impact is
partially offset by an estimated $500 million adjustment to
stockholders' equity related to taxation of foreign currency
translation, arising primarily prior to 2002, and affects all
periods through the third quarter of 2006.

The net impact of such tax adjustments results in an
understatement of stockholders' equity as of Dec. 31, 2001, and
subsequent periods of approximately $500 million.

GM is currently working toward filing its Form 10-K with restated
financial information by the due date, March 1, 2007.  If
necessary, it would expect to obtain an extension from the SEC and
file prior to the extended deadline, March 16, 2007.

GM does not expect these adjustments to have any material impact
on cash flow for any of the restated periods.

                     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
$1.5 billion secured term loan of General Motors Corp.


GENTEK INC: Moody's Places Ratings on Review for Possible Upgrade
-----------------------------------------------------------------
Moody's Investors Service has placed all of GenTek Inc.'s ratings
under review for possible upgrade.  The company's pending
divestiture of its Noma Wire & Cable Assembly business to
Electrical Components International for $75 million in cash and
the presumed use of the proceeds to reduce term loan outstandings
prompted Moody's review.

Additionally, the potential sale of other non-core real estate,
the subsequent use of such proceeds and improved pro forma
financial metrics also support upward rating pressure.

On Review for Possible Upgrade:

   * GenTek Inc.

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently B2

      -- Senior Secured Bank Credit Facility, Placed on Review for
         Possible Upgrade, currently Caa1

Outlook Actions:

   * GenTek Inc.

      -- Outlook, Changed To Rating Under Review From Stable

Moody's review will consider how GenTek apportions the net
proceeds from the Noma sale with respect to debt reduction.
Currently, Moody's notes that GenTek's first lien credit agreement
requires that the first lien term loan be mandatorily prepaid with
100% of the proceeds from an asset sale.

Given the large LIBOR spread disparity between the first and
second lien term loans, Moody's believes that the company has a
strong incentive to apply proceeds first to prepaying the high
cost second lien debt.  Such a prepayment would have a positive
impact on the company's credit profile and further support upward
rating momentum.

In addition to the Noma sale, Moody's review will consider the
potential for future excess land and building sales, the potential
use of proceeds from such sales, the sustainability of recent
operational improvements, and management's strategy regarding
long-term capital structure and acquisitions.

While Moody's believes that the company's favorable pro forma
forward-looking credit metrics support a higher corporate family
rating, Moody's review will also consider cyclicality in GenTek's
end markets and reduced revenue stream diversity following the
Noma divestiture.

Given the company's stated use of Noma proceeds to reduce debt,
and subsequently improved pro forma credit metrics, Moody's could
upgrade the corporate family rating one to two notches at the
conclusion of the review.  Final notching of the revolver and the
first and second lien term loans relative to the corporate family
rating will depend largely on the pro forma capital structure.

Moody's could confirm the existing B2 corporate family rating if,
at the conclusion of its review, Moody's believes that cash
proceeds from Noma and other potential excess land and building
divestitures would likely be used for acquisitions or returning
capital to shareholders.

Additionally, pro forma for the Noma divestiture, GenTek will
become more of a specialty chemical company and less of a
diversified manufacturer.  Therefore, the rating factors cited by
Moody's Chemical Industry rating methodology will drive the
corporate family rating once the Noma divestiture closes.

GenTek Inc., headquartered in Parsippany, New Jersey, is a
diversified manufacturer of specialty chemicals, automotive valve
train systems, wire harnesses and other products.


GLOBAL SIGNAL: Fitch Holds Rating on $3.8MM Class G Certs. at BB-
-----------------------------------------------------------------
Fitch Ratings affirms the classes of Global Signal Trust II,
commercial mortgage pass-through certificates, series 2004-2 as:

   -- $148.9 million class A at 'AAA';
   -- $31.3 million class B at 'AA';
   -- $31.3 million class C at 'A';
   -- $31.3 million class D at 'BBB';
   -- $11.8 million class E at 'BBB-';
   -- $35.4 million class F at 'BB'; and
   -- $3.8 million class G at 'BB-'.

The affirmations are due to the stable performance of the
collateral.  As of the January 2007 distribution date, the
collateral balance remains unchanged at $293.8 million at
issuance.  The loan is secured by 1,177 wireless communication
sites owned, leased, or managed by the borrower, based on a
management report dated Sept. 30, 2006.

As part of its review, Fitch analyzed the management report
provided by the servicer, Midland Loan Services.  As of
third-quarter 2006, aggregate annualized run rate revenue
increased to $53.2 million, a 24.3% increase from issuance.  Over
the same time period, the Fitch adjusted net cash flow increased
22.7% since issuance.  Although revenues increased significantly,
operating expenses increased significantly as well.  The actual
servicer-reported debt service coverage ratio was 2.59x compared
to 2.20x at issuance.

The tenant type concentration is stable: total revenues
contributed by telephony tenants is 83.0% compared to 78.1% at
issuance.


GRANITE BROADCASTING: Court Approves Revised Disclosure Statement
-----------------------------------------------------------------
The Honorable Allan L. Gropper of the United States Bankruptcy
Court for the Southern District of New York approved a revised
disclosure statement explaining Granite Broadcasting Corp. and
its debtor-affiliates' Plan of Reorganization, at a hearing
held Feb. 14, 2007, Bloomberg News reports.

According to Bloomberg, Judge Gropper said the Debtors may begin
soliciting Plan votes from their creditors.

The Debtors filed the modified Disclosure Statement and Plan
on Feb. 12, 2007, to supplement information in their previously
filed Plan and Disclosure Statement, including information on the
U.S. Trustee's request for appointment of an examiner and a
description on the claims filed by Twentieth Television and
Twentieth Century Fox Film.

                   Term Loan Claims Oversecured

Under the Amended Plan and Disclosure Statement, the Debtors
clarified that the value of the collateral securing the Term Loan
A Claims and Term Loan B Claims exceed the Claims.  Hence, the
Debtors assumed interest continues to accrue postpetition at the
default rate for the purposes of determining the amount of the
Allowed Claims.

Assuming the Plan takes effect March 31, 2007, the Debtors said
they will have outstanding obligations relating to:

   (i) the Term Loan A Claims in an amount not less than
       $41,873,972, which include accrued but unpaid interest of
       $1,873,972, and other fees; and

  (ii) the Term Loan B Claims in an amount not less than
       $31,405,479, which include accrued but unpaid interest of
       $1,405,479 and other fees.

The Debtors noted that the claims of the holders of Term Loan A
Claims and Term Loan B Claims are oversecured.  The value of the
collateral securing the Term Loan A Claims and the Term Loan B
Claims exceeds the claims, based on a $493,000,000 midpoint
reorganization value determined by Houlihan Lokey Howard & Zukin
Capital, Inc., the Debtors' financial advisors.

Houlihan Lokey estimated the reorganization value of the Debtors
and their subsidiaries, including the Non-Debtor Subsidiaries and
Malara, to be between $463,000,000 and $523,000,000.

Under the Bankruptcy Code, oversecured creditors are entitled to
receive postpetition interest or postpetition charges.

However, holders of the Term Loan A Claims and Term Loan B Claims
have agreed to waive the payment in Cash by the Debtors of the
postpetition interest, provided the Plan is confirmed and
consummated.

                    Debtors Won't Sue Vendors

The Debtors will waive any potential avoidance actions under
Section 544, 547, or 548 of the Bankruptcy Code against their
vendors.

The Debtors explained that among other reasons, the vendors will
be critical to the Reorganized Debtors' future operations, and
the Debtors must maintain a good reputation in their television
broadcast markets and with their vendors.

The Debtors have also determined to waive any potential avoidance
actions against the holders of Secured Claims.  The Debtors said
other than interest, fees, and reimbursement of expenses required
under the documents evidencing the Debtors' secured indebtedness,
no payments have been made to:

   (i) the holders of Secured Claims, including Silver Point,
       under the Prepetition Credit Agreement; or

  (ii) the Indenture Trustee under the Prepetition Indenture.

Furthermore, the holders of Secured Claims have Liens on
substantially all of the Debtors' assets.

Therefore, any payments to holders of Secured Claims cannot be
avoided as preferential because the payments have been made out
of the collateral pledged to the holders of Secured Claims.  In
addition, the Debtors said the payments cannot be avoided as
fraudulent conveyances because they were on account of an
antecedent debt.

                 Harbinger & GoldenTree Proposal

The Debtors disclosed that prior to June 1, 2006, Harbinger
Capital Partners Master Fund I, Ltd., and GoldenTree Master Fund
High Yield II, Ltd., offered to invest $85,000,000 to $90,000,000
in the company.

At that time, the Debtors needed funds to make a $19,743,750
interest payment due June 1 on the Secured Notes.

The Harbinger Proposal consisted of:

   * a $40,000,000 investment in a new class of preferred stock
     -- with a 20% annual dividend and which new preferred stock
     would be senior to the existing Preferred Stock; and

   * a $45,000,000 to $50,000,000 loan to a new Granite
     subsidiary that was convertible at the option of Harbinger
     and GoldenTree into shares of this new class of senior
     preferred stock.

The loan structure raised issues with respect to the Secured
Notes Indenture and, therefore, would have likely required
approval from a majority of the holders of the Secured Notes, the
Debtors said.

The Proposal also provided that Harbinger and GoldenTree would
elect another two directors, who would have a new, supermajority
voting right and control in every respect of a host of corporate
matters, in addition to their control by membership of the board
of directors.

The Proposal was contingent on the completion of due diligence,
and provided for the immediate implementation of steps to change
the Debtors' management and replace them with new unspecified
management.

After extensive review and discussion, the Debtors' board
accepted an alternative financing proposal from Silver Point,
their largest secured debt holder.

The Debtors noted that the only directors who voted against the
Prepetition Credit Agreement with Silver Point were the two
directors appointed by Harbinger and GoldenTree.

                    Debtors Dispute Fox Claims

Fox asserted a $28,936,858 claim against Granite and a
$27,247,917 claim against KBWB, Inc.

The Debtors dispute the amount of the Claims.

The Debtors noted that should the Fox Claims be Allowed in the
amount asserted, it will significantly affect the recovery
percentages to creditors in Class 4A Granite General Unsecured
Claims.

Under the Plan, holders of Granite General Unsecured Claims will
share in a $5,000,000 Cash pool.  The Debtors estimated that on
the Effective Date, the Allowed Granite General Unsecured Claims
would aggregate between $3,927,333 and $26,043,433.

        Debtors Address Disclosure Statement Objections
             
At the Disclosure Statement hearing, the Debtors argued that most
objections are essentially arguments regarding the confirmability
of the Plan and, therefore, should be heard at the hearing on
confirmation of the Plan scheduled for April 16, 2007 at 10:00
a.m. (New York Time).

The Fox objection proposes to defer the Disclosure Statement
hearing until the Court decides on the Examiner Motion.  
According to Fox, the "appointment of an examiner to fill [a
fiduciary role] would be a significant event which bears directly
on the Plan confirmation process and the findings of such an
examiner would therefore bear directly on the nature of the
disclosure that should be made."

"This is absurd," Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, told Judge Gropper.  Fox is not
proposing to delay the Disclosure Statement for one week until
the Examiner Motion is decided, but rather to delay the
Disclosure Statement Hearing until the time an examiner would
issue findings in a submitted report -- something that may not
occur for at least a month, Mr. Dizengoff said.

The revised Disclosure Statement discloses that the U.S. Trustee
is seeking the appointment of an examiner and the matters
proposed to be investigated if one is appointed.  This
information is adequate to allow parties entitled to vote on the
Plan to make an informed decision on whether to vote to accept or
reject the Plan, Mr. Dizengoff said.

Moreover, Mr. Dizengoff argued that the Disclosure Statement is
not the appropriate forum for the discussions of unsettled legal
arguments and does not provide legal advice.

Mr. Dizengoff also maintained that the Plan is not premised on
the substantive consolidation of the Debtors in any manner.

Objectors are incorrect with respect to the treatment of the
Secured Claims.  Holders of Secured Claims are voting with
respect to each Debtor, however, for administrative convenience,
the holders are voting utilizing one ballot that will apply to
each Debtor and are only receiving one recovery on account their
claims against each Debtor.

According to Mr. Dizengoff, the information demanded by the
objectors exceeds that which is required to be included in a
Disclosure Statement.  He argued that a debtor's disclosure
statement must, as a whole, provide information that is
"reasonably practicable" to permit an "informed judgment" by
impaired creditors entitled to vote on the plan.

A number of the Objections assert that the Debtors have not
provided sufficient information to allow creditors to make an
informed decision with respect to certain matters.

In many cases, Mr. Dizengoff said, the information that the
Objectors claim the Disclosure Statement fails to adequately
disclose, is not necessary for a hypothetical reasonable investor
to make an informed decision about the Plan.  Section 1125 of the
Bankruptcy Code does not require communication of all information
or documentation for purposes of voting on a plan.  

Most of the objections are, on their face, disguised objections
to confirmation of the Plan, which, are not appropriate to
address at a Disclosure Statement Hearing, Mr. Dizengoff
asserted.

Mr. Dizengoff also pointed out that the Preferred Equity Holders'
objection is largely another diatribe against the Debtors'
management and board of directors, and is raised by a
constituency that will not vote on the Debtors' Plan.

Holders of Preferred Interests are out of the money under the
Plan, and are deemed to reject the Plan.

"Any dispute as to valuation is a confirmation issue and should
be addressed at that time," Mr. Dizengoff said.

                    About Granite Broadcasting

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides  
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000. (Granite
Broadcasting Corp. Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


GRANITE BROADCASTING: Court Approves Houlihan as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved, on a final basis, Granite Broadcasting Corp. and its
debtor-affiliates' application to employ Houlihan Lokey Howard &
Zukin Capital Inc. as their financial advisor, nunc pro tunc to
Dec. 11, 2007.

As reported in Troubled Company Reporter on Dec. 14, 2006,
Houlihan Lokey will:

   (a) evaluate the Debtors' strategic options;

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

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

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

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

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

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

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

As stated in the Engagement Agreement, the Debtors and Houlihan
Lokey agreed to these terms of compensation:

   (a) The Debtors agreed to pay to Houlihan Lokey a $150,000
       monthly cash fee for the first three months and $125,000
       each month thereafter.

   (b) In conjunction with a Restructuring Transaction, Houlihan
       Lokey will act as the Debtors' advisor, and the Debtors
       will pay a cash fee without duplication equal to 0.75% of
       the face amount of outstanding Company Obligations that
       are restructured, modified, amended, forgiven, or
       otherwise compromised, the fee to be payable on the
       earlier of:

         (i) the date of closing of the Restructuring Transaction
             or

        (ii) the date on which any amendment to or other changes
             in the instruments or terms pursuant to which the
             Company Obligations were issued or entered into
             become effective.

   (c) In conjunction with an M&A Transaction for which the
       Debtors have requested the involvement of Houlihan Lokey,
       the firm will act as the Debtors' advisor, and the Debtors
       will pay Houlihan Lokey immediately and directly out of
       any M&A Transaction's proceeds as a cost of sale at the
       closing of any M&A Transaction, in cash, a fee based on
       Aggregate Gross Consideration equal to 0.75% of AGC.  To
       the extent the Debtors request Houlihan Lokey's assistance
       with the proposed sale of the Debtors' San Francisco
       television station, the M&A Transaction Fee will be
       mutually agreed upon.

       If an M&A Transaction is consummated as part of a
       Restructuring Transaction, Houlihan Lokey will be
       entitled to the greater of the M&A Transaction Fee and the
       Restructuring Transaction Fee, but not both.  If the M&A
       Transaction Fee is based on a sale of assets rather than
       the Debtors as a whole, the M&A Transaction Fee will be
       credited against the Restructuring Transaction Fee.

   (d) If the Debtors require a Financing Transaction to
       consummate any other Transaction, then Houlihan Lokey will
       act as the Debtors' advisor in connection with the
       Financing Transaction and will be paid a fee equal to the
       sum of 1% of all senior secured debt and bank debt raised
       or committed, 3% of the aggregate principal amount of all
       second lien, junior secured, unsecured, non-senior, and
       subordinate debt financing raised or committed, and 5% of
       all equity or equity equivalents raised, which fees will
       be paid immediately out of the proceeds of the placement.  
       However, Houlihan Lokey will only receive two-thirds of
       the Financing Transaction Fees outlined above with respect
       to any proceeds raised or committed in a Financing
       Transaction from existing investors in the Debtors.

   (e) All Monthly Fees paid after the debtor's bankruptcy
       filling will reduce any other fees otherwise payable
       under the Engagement Agreement dollar-for-dollar.

   (f) The maximum fees in the aggregate payable under the
       Engagement Agreement will not exceed the lesser of 0.75%
       of the aggregate Transactions and $5,000,000.

   (g) The Debtors agree to promptly reimburse Houlihan Lokey,
       upon request from time to time, for all out-of-pocket
       expenses reasonably incurred by Houlihan Lokey before
       termination in connection with the matters contemplated by
       the Engagement Agreement, including, without limitation,
       reasonable fees of counsel, not to exceed $25,000 except
       with the Debtors' prior written consent.

The Debtors have paid Houlihan Lokey an aggregate amount of
$1,817,983 in fees and reimbursement of expenses for its services
rendered prepetition.

The Debtors agree to indemnify and hold harmless Houlihan and
its professionals against any and all losses, claims, damages,
liabilities, costs, and expenses in connection with any matter
relating to the Engagement Agreement.

David Hilty, managing director with Houlihan Lokey, assures
the Court that his firm does not represent any of the Debtors'
creditors or other parties to this proceeding, or their
respective attorneys or accountants, in any matter, which is
adverse to the interests of any of the Debtors.  Houlihan Lokey
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Hilty can be reached at:

     David Hilty
     Houlihan Lokey Howard & Zukin Capital, Inc.
     245 Park Avenue
     New York, NY 10167-0001
     Tel: (212) 497-4100
     Fax: (212) 661-3070
     http://www.hlhz.com/
     
                     About Granite Broadcasting

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides  
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000. (Granite
Broadcasting Corp. Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


INNOPHOS INVESTMENTS: Moody's Lifts Corporate Family Rating to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating for
Innophos Investments Holdings, Inc. to B1 from B2.

Moody's also upgraded the existing ratings on the company's debt
and the rated debt of its Innophos, Inc. subsidiary.  

Moody's also affirmed the company's speculative grade liquidity
rating of SGL-2.  The company's long-term ratings outlook was
changed to stable.

These are the rating actions:

   * Innophos Investments Holdings, Inc.

   * Revised:

      -- Corporate family rating, B1 from B2

      -- Probability of Default Rating, B1 from B2

      -- $120 million Senior notes due 2015, B3 from Caa1, LGD6,
         93%

   * Affirmed:

      -- Speculative grade liquidity rating at SGL-2

   * Innophos, Inc.

   * Revised:

      -- $50 million Guaranteed senior secured revolver due 2009,
         Ba1 from Ba2, LGD2, 18%

      -- $220 million Guaranteed senior secured term loan B due
         2010, Ba1 from Ba2, LGD2, 18%

      -- $190 million 8.875% Guaranteed senior subordinated notes
         due 2014, B2 from B3, LGD5, 71%

The upgrade of Innophos' ratings reflect the reduction in debt
arising from the initial public offering in the fourth quarter of
2006, improving credit metrics, and the fact that risks associated
with Mexican tax claims appear to be containable.

Following the Nov. 2, 2006, IPO of Innophos Holdings, Inc., the
company used the net proceeds of $86.3 million as well as a
portion of its cash balances to redeem $83 million in aggregated
principal of senior notes due 2015, and made voluntary prepayments
totaling $38.9 million on the senior secured term loan B due 2010.

The stable outlook reflects Moody's expectation that the company
would continue to modestly grow its sales, and apply free cash
flow towards debt reduction.  The ratings may be pressured
negatively if the business performance remained below Moody's
estimates, the company were not able to satisfactorily address
material weaknesses in accounting controls and procedures, and if
developments in the Mexican tax claims case resulted in Innophos
being responsible for meaningful cash payments.  Currently, there
is little upside to the ratings given the firm's modest size, the
material weaknesses in accounting controls and procedures and
ongoing litigation related to Mexican tax claims.

In November 2004, the company's Mexican subsidiary, Innophos
Fosfatados, received notice of claims from the Mexican Tax Audit
and Assessment Unit of the National Waters Commission demanding
payment of duties, taxes and other charges related to the
extraction of water by the Coatzacoalcos manufacturing plant from
1998 through 2002.  

On June 13, 2005 a New York State Court entered an order granting
Innophos' summary judgment motion on two counts, which sought
declarations that the CNA claims are taxes entitled to full
indemnification under the sale agreement with Rhodia, and that
Rhodia is obligated to pledge any necessary security to guarantee
the claims to the Mexican government.  Rhodia appealed the
decision and has not posted the security.  If Rhodia does not post
the security, Innophos may be required to provide the security.

On Aug. 29, 2005 the CNA ordered the revocation of resolutions
containing certain claims, but has reserved the right to issue new
resolutions concerning these claims.  The company has stated that
they have determined that liability is reasonably possible, but is
neither probable nor reasonably estimable and a final
determination of the matter may require appeals, which might
continue for several years.  

Failure to resolve the claims and security situation with Rhodia
could potentially have a negative impact on the Innophos'
operations in Mexico, and hence, the company's financial profile.
While the company's Mexican tax claims case has not been resolved,
Moody's does take comfort in the fact that there have not been any
new developments in the case that would result in salt water
claims being reinstated or demands that the fresh water claims be
paid or security posted.  The company would have to lose both the
challenges to the tax claims in Mexico as well as their dispute
with Rhodia in the United States before having to make any
payments, and should both occur, would likely not have to pay the
entire amount of the claims, interest and penalties, but would
share the burden with Rhodia.

The affirmation of the speculative grade liquidity rating at SGL-2
reflects the likelihood that Innophos will maintain adequate cash
balances, albeit below recent historical levels prior to the
repayment of debt and that the company will continue to generate
positive free cash flow, have access to its undrawn revolving
credit facility and have good flexibility under its financial
covenants.  Additionally, the company has a favorable debt
maturity profile with no maturities in the next twelve months and
term loan amortization limited to $1.5 million per year.  The
company has access to over $45 million from its $50 million
revolving credit facility expiring 2009.  Since the company's
businesses are not seasonal and due to the lack of debt
maturities, Moody's anticipates that Innophos will not require
heavy use of its revolving credit facility over the next
12 months.

Innophos Investments Holdings, Inc. is a holding company which
owns 100% of operating subsidiary Innophos, Inc., the largest
North American manufacturer of specialty phosphate salts, acids
and related products serving a diverse range of customers across
multiple applications, geographies and channels.  Innophos offers
a broad suite of products used in a wide variety of food and
beverage, consumer products, pharmaceutical and industrial
applications.  Headquartered in Cranbury, New Jersey, Innophos has
operations in the US, Canada and Mexico.  Its revenues for the
last twelve months ended Sept. 30, 2006 were roughly $540 million.
Innophos' parent, Innophos Holdings, Inc., publicly listed its
shares in November 2006.


INTERSTATE BAKERIES: Bankruptcy Court Approves Craig Jung as CEO
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
approved the terms of employment and the appointment of Craig Jung
as chief executive officer and a member of the board of directors
of Interstate Bakeries Corp. on Feb. 16, 2007.  At the same time,
the Court approved a motion to extend the maturity date of the
Debtor's post-petition debtor-in-possession financing facility to
Feb. 9, 2008, from June 2, 2007.

"We are gratified with the Court's decisions," said Mike Anderson,
chairman of IBC's Board of Directors.  "Craig has deep consumer
goods and direct-store-delivery experience and a proven track
record leading difficult performance turnarounds.  He is the right
person to lead this company forward."

"I am honored by the confidence the Board and our constituents
have placed in me," Mr. Jung said.  "I believe in this company and
its potential.  We have iconic brands, loyal customers, and a
workforce that wants to succeed. And, I believe we can."

                      Core Market Strategy

"I subscribe to a proven strategic principle: don't reinforce
failure; press harder where there's success," Mr. Jung stated.  
"Going forward, we will focus on core markets that are profitable,
have positive cash flow and earn their cost of capital."

Mr. Jung outlined four priorities for IBC:

   * fix the cost structure to grow margins;
   * accelerate innovation to realize attractive revenue growth;    
   * drive productivity to improve margins; and
   * create a performance culture.

Mr. Jung said that cost structure is IBC's dominating challenge
near term, followed close on the heels by innovation.

"Despite the progress of the past two years, our cost structure
has not been aligned to our revenue or today's reality of higher
commodity prices and intense competition.  As a result, the
company is still unprofitable and in Chapter 11.  That has to
change."

"Rationalizing production and evolving our path to market are
among the opportunities we have to consider in partnership with
our customers, employees and unions," he continued.

Mr. Jung also pointed to strategic innovation as an opportunity.  
"Innovation is the lifeblood of profitable firms.  We intend to
accelerate relevant innovation, focusing on health and wellness
and differentiating our brands from the competition."

Mr. Jung, 53, succeeds Tony Alvarez II, who had served as interim
Chief Executive Officer of the Company since September 2004.  
Noting the progress the Company has achieved since it filed
bankruptcy, Mike Anderson commented, "On behalf of the Board and
the Company, I want to again thank Tony Alvarez for his efforts
during these challenging times."

                   Extension of DIP Financing

The Court approved extension of the maturity date of IBC's post-
petition debtor-in-possession financing facility to Feb. 9, 2008,
from June 2, 2007.  The company said that it needed the extension
in order to insure sufficient financial backing and time to allow
Mr. Jung an opportunity to review operations, refine its business
plan and explore exit financing alternatives required to support a
plan of reorganization.

To date, IBC has not borrowed under its $200 million DIP financing
facility, although it has issued letters of credit under the
facility in the amount of $109.1 million, primarily in support of
the company's insurance programs.  J.P. Morgan Chase Bank, agent
for the DIP financing facility during the bankruptcy cases, will
continue to act as agent for the lending syndicate.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.  The Debtors' exclusive period to file a
chapter 11 plan expires on June 2, 2007.


JARDEN CORPORATION: Completes Debt Refinancing Plan
---------------------------------------------------
Jarden Corporation completed its debt refinancing plan.

As part of the refinancing, Jarden issued and sold $550 million of
its 7-1/2% Senior Subordinated Notes due 2017 on Feb. 13, 2007 and
an additional $100 million of it 7-1/2% Senior Subordinated Notes
due 2017 on Feb. 14, 2007.

Jarden also disclosed that on Feb. 13, 2007, it completed an
amendment of its existing senior credit facility and, as of
Feb. 14, 2007, Jarden, as part of its tender offer and consent
solicitation, has purchased approximately $167 million, or
approximately 93% of the aggregate principal amount of its
outstanding 9-3/4% Senior Subordinated Notes due 2012 with a
portion of the net proceeds from the sale of the Initial Notes.  
As a result of the purchase, the supplemental indenture dated as
of Feb. 12, 2007 with respect to the 2012 Notes became operative
on Feb. 13, 2007.

Jarden intends to use the remaining proceeds from the sale of the
Initial Notes and the Additional Notes to purchase any remaining
2012 Notes tendered pursuant to the tender offer, pay down a
portion of its term loan debt under its senior credit facilities
and for general corporate purposes, which may include the funding
of capital expenditures and potential acquisitions.

The tender offer is scheduled to expire at 5:00 p.m. (New York
City time) on Feb. 27, 2007, unless such date is extended.  
Holders of the 2012 Notes who tender their 2012 Notes at or prior
to the Expiration Date will be eligible to receive only the Tender
Offer Consideration set forth in the Offer to Purchase and Consent
Solicitation Statement but not the Consent Payment.

Jarden has retained Lehman Brothers Inc. to serve as Dealer
Manager and Solicitation Agent, The Bank of New York to serve as
Tender Agent and Global Bondholder Services Corporation to serve
as Information Agent for the tender offer and consent
solicitations.

Requests for documents may be directed to:


     Global Bondholder Services Corporation
     65 Broadway, Suite 74
     New York, NY 10006
     Telephone (866) 470-4200 (toll free) or
               (212) 430-3774 (collect)

Questions regarding the terms of the Offer to Purchase and Consent
Solicitations should be directed to Lehman Brothers Inc. at (800)
438- 3242 (toll free) or (212) 528-7581 (collect), attention:
Liability Management Group.

Copies of the prospectus supplement for the Initial Notes and the
Additional Notes may be obtained from:

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

              or

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Services has affirmed the B1 corporate family
rating for Jarden Corporation following the upsizing of the
company's proposed aggregate senior subordinated offering from
$400 million to $650 million.  The rating outlook remains
positive.


JP MORGAN: Fitch Rates $2.9 Mil. Asset-Backed Certificates at BB
----------------------------------------------------------------
Fitch rates JP Morgan Auto Receivables Trust 2007-A asset-backed
securities:

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

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

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

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

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

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


JP MORGAN: Fitch Affirms BB+ Rating on $20.4 Mil. Class H Certs.
----------------------------------------------------------------
Fitch upgrades J.P. Morgan Commercial Mortgage Finance Corp.'s
mortgage pass-through certificates, series 2000-C9, as:

   -- $14.3 million class G to 'AA' from 'A+'.

Fitch also affirms these classes:

   -- $376.4 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $36.6 million class B at 'AAA';
   -- $38.7 million class C at 'AAA';
   -- $10.2 million class D at 'AAA';
   -- $28.5 million class E at 'AAA';
   -- $14.3 million class F to 'AAA'; and
   -- $20.4 million class H at 'BB+'.

Fitch does not rate the $17.1 million class J certificates and
class A-1 has paid in full.

The rating upgrades are due to an additional 5% defeasance and 4%
paydown since Fitch's last ratings action.  In total, 49.3% of the
pool has been defeased, including nine of the top ten loans (30%).
As of the January 2007 distribution date, the pool has paid down
31.7% to $556.4 million from $814.4 million at issuance.

There are fourteen Fitch Loans of Concern (8.5%); including one
specially serviced loan that is real estate owned (0.2%).  The
asset is a retail property in Henrietta, New York that is
currently being marketed for sale.  Projected losses upon
disposition of the property are to be absorbed by the non-rated
classes.


KB HOME: May Improve Credit Spreads After Financial Reports Filing
------------------------------------------------------------------
KB Home now has an opportunity to improve its credit spreads after
investors' concerns on possible missed deadlines was put to rest,
Reuters reports.

Generally, a credit spread is defined as the difference in yield
between different securities due to different credit quality.

As reported in the Troubled Company Reporter on Nov. 14, 2006, the
company's bondholders agreed to a filing extension until Feb. 23,
2007.  KB had said that it couldn't meet the filing deadline for
the quarter ended Aug. 31, 2006, because it needed enough time to
finish a review of its history of granting stock options, after a
committee uncovered evidence of improper accounting.  KB Home
previously received default notices for its 7.25% senior notes due
2018, as well as for its 6.25% senior notes due 2015.

The company, on Feb. 13, 2007, filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q for the
quarter ended Aug. 31, 2006, and Annual Report on Form 10-K for
the year ended Nov. 30, 2006, that includes restated financial
statements for prior periods.

Reuters relates that the cost to protect KB's bonds with credit
default swaps went to as high as 155 basis points from 9 basis
points before dropping to 137.5 basis points on Feb. 13.

Having 137.5 basis points means that it would cost $137,500 per
year to protect $10 million of debt on a five-year basis.

Reuters reports that investors were worried that if the company
missed a deadline, it could face a possible credit-rating
downgrade.

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Moody's Investors Service placed all of the ratings of KB Home
under review for possible downgrade, including its Ba1 corporate
family rating and senior notes rating and Ba2 senior subordinated
debt rating.  This action came after the company's disclosed that
it would restate fiscal 2005 10-K and 10-Q's for the first two
quarters of fiscal 2006.

But with the threat of a downgrade and violation of bond covenants
reduced, the company's spreads are now free to return to their
earlier rally, which has cut its cost of protection by about 40
basis points since January, Reuters further reports.  

Headquartered in Los Angeles, California, KB Home (NYSE: KBH)
-- http://www.kbhome.com/-- is a homebuilder with domestic   
operating divisions in some of the fastest-growing regions and
states: West Coast-California; Southwest-Arizona, Nevada and New
Mexico; Central-Colorado, Illinois, Indiana and Texas; and
Southeast-Florida, Georgia, North Carolina and South Carolina.
Kaufman & Broad S.A., the Company's publicly traded French
subsidiary, a homebuilding company in France.  It also operates KB
Home Mortgage Company, a full-service mortgage company for
the convenience of its buyers.


KB HOME: Posts $49.6 Million Net Loss in Fourth Qtr. Ended Nov. 30
------------------------------------------------------------------
KB Home filed its financial results for its fourth quarter and
year ended Nov. 30, 2006, with the Securities and Exchange
Commission on Feb. 13, 2007.

Revenues totaled $3.55 billion in the fourth quarter of 2006, up
13% from $3.15 billion in the year-earlier quarter, reflecting a
9% increase in housing revenues driven by 5% growth in unit
delivery volume and a 4% increase in the average selling price.

The company incurred a net loss of $49.6 million in the 2006
fourth quarter, reflecting previously announced pretax non-cash
charges of $343.3 million related to inventory and joint venture
impairments, and the abandonment of land option contracts.  In the
fourth quarter of 2005, the company reported net income of
$304.4 million.

For the company's year ended November 30, 2006, total revenues
increased 17% to $11.00 billion, up from $9.44 billion in 2005.
New home deliveries rose 5% to 39,013 units in 2006, up from
37,140 units in 2005.  The company recorded pretax non-cash
impairment charges and land option contract write-offs totaling
$431.2 million in 2006, which contributed to a 41% decrease in net
income to $482.4 million for the year, down from $823.7 million in
2005.

Deteriorating market conditions during 2006 prompted the company
to reduce its inventory positions, adopt a selective approach to
potential new land acquisitions, and preserve resources to
position itself strategically for an eventual housing market
recovery.  As a result of these measures, the company generated
substantial cash flow from operations during the second half of
2006.  The company ended 2006 in sound financial shape, with
$639.2 million of cash and no borrowings outstanding on its
revolving credit facility.

                     Financial Restatement

On Nov. 12, 2006, the company reported the preliminary findings of
a voluntary independent review of its stock option grant
practices.  The company determined that it would restate prior-
period financial statements as a result of the stock option
review.  The company's Quarterly Report on Form 10-Q for the
quarter ended Aug. 31, 2006, and its Annual Report on Form 10-K
for the year ended Nov. 30, 2006, includes restated financial
statements for prior periods.

A full-text copy of the company's financial statements on Form
10-Q for the quarter ended Aug. 31, 2006, is available at no
charge at http://ResearchArchives.com/t/s?19f1

A full-text copy of the company's financial statements on Form
10-K for the year ended Nov. 30, 2006, is available at no charge
at http://ResearchArchives.com/t/s?19f0

"With this announcement, we resume our regular communication of KB
Home's quarterly results to shareholders, investors and analysts,"
said Jeffrey Mezger, president and chief executive officer. "We
appreciate the patience and support you have shown over the last
several months, a period during which we were unable to release
our financial results while an independent review of our stock
option grant practices was conducted.  We look forward to once
again being able to provide our shareholders and the public with
timely financial and operating information on our business."

"Last year was clearly a turning point for the U.S. housing
market compared to the record growth of the past several years.  
Although our company's revenues increased to record levels in
2006, net income and earnings per share dropped sharply in the
face of increasingly difficult market conditions and the actions
we took in response," said Mr. Mezger.  "During the second half of
the year, an oversupply of unsold new and resale homes, reduced
affordability, and greater caution among potential homebuyers
heightened competition among homebuilders and sellers of existing
homes, prompting the aggressive use of price concessions and sales
incentives.  All these factors pressured our operating margins.
Our results were further affected by declining land values and the
resulting charges we recorded in the fourth quarter to reflect
lower land values."

"We began 2006 with a strong backlog that produced record
deliveries.  However, as the year progressed, market conditions
worsened, cancellations increased, net orders declined and margins
came under pressure," said Mr. Mezger.  "The result was a 2006
year-end backlog substantially below the year-earlier level.  At a
minimum, this will likely result in a year-over-year decrease in
our unit deliveries through the first half of 2007 and potentially
longer.  Nevertheless, we remain confident in the long-term
prospects for the homebuilding industry and our company.  But it
will take time for individual markets to work through the current
oversupply of housing and for buyers to regain their confidence in
price stability."

"We are focused on improving execution and leveraging the
disciplines of our operational business model to manage through
this downturn and are working to further align the organization
and inventory investment levels with an anticipated lower unit
volume in 2007," said Mr. Mezger.  "We have successfully operated
in a range of market environments over the years and believe our
business model and strong financial position will allow us to
compete effectively as the housing market recovers.  In light of
uncertain future market conditions, we anticipate that our unit
deliveries, revenues, gross margins and earnings per share in 2007
will be below 2006 levels."

Headquartered in Los Angeles, California, KB Home (NYSE: KBH)
-- http://www.kbhome.com/-- is a homebuilder with domestic   
operating divisions in some of the fastest-growing regions and
states: West Coast-California; Southwest-Arizona, Nevada and New
Mexico; Central-Colorado, Illinois, Indiana and Texas; and
Southeast-Florida, Georgia, North Carolina and South Carolina.
Kaufman & Broad S.A., the Company's publicly traded French
subsidiary, a homebuilding company in France.  It also operates KB
Home Mortgage Company, a full-service mortgage company for
the convenience of its buyers.

                               *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Moody's Investors Service placed all of the ratings of KB Home
under review for possible downgrade, including its Ba1 corporate
family rating and senior notes rating and Ba2 senior subordinated
debt rating.


KNOLOGY INC: Moody's Rates Proposed $555 Million Term Loan at B2
----------------------------------------------------------------
Moody's Investors Service affirmed Knology, Inc.'s B2 corporate
family rating, changed the probability of default rating to B3 and
changed the outlook to stable from developing following the
proposed financing for its $255 million cash acquisition of
PrairieWave.  PrairieWave is a voice, video and high-speed
internet broadband services provider, similar to Knology, which
should provide greater geographic diversification and potential
for margin improvement through synergies.

Moody's assigned a B2, LGD3, 33% rating to the proposed senior
secured credit facility, consisting of $555 million term loan and
$25 million revolver, and plans to withdraw its rating for the
existing senior secured first lien and second lien facilities,
following the refinancing.  The B3 PDR reflects the lack of junior
debt capital following the close of the transaction.

Knology's B2 corporate family rating reflects the company's lack
of scale, high financial risk, concerns over acquisition
challenges and competition, offset by the company's upgraded
network, high penetration of multiple services, and reasonable
diversification of cash flow among its markets relative to other
companies of similar size.

These are the rating actions:

   * Knology, Inc

   * Affirm:

      -- B2 Corporate Family Rating

   * Revise:

      -- Probability of Default Rating, B3 from B2

      -- Stable Outlook from Developing

   * Assign:

      -- B2, LGD3, 33% Senior Secured Proposed Credit Facility

Knology, Inc. is a provider of video, Internet and telephony
services via its broadband network.  The company also provides
traditional telephony services through its incumbent local
exchange carrier subsidiary.  The company maintains its
headquarters in West Point, Georgia.


LEVEL 3: Fitch Rates $1 Billion Senior Notes Offering at B
----------------------------------------------------------
Fitch Ratings has assigned a 'B/RR1' rating to Level 3 Financing,
Inc.'s $1 billion offering of senior unsecured notes issued in a
private offering in accordance with Securities and Exchange
Commission Rule 144A.

The offering consists of the following:

   -- $300 million floating-rate senior notes due 2015; and
   -- $700 million 8.75% senior notes due 2017.

Level 3 Financing, Inc. is a wholly owned subsidiary of Level 3
Communications, Inc.  Fitch has an Issuer Default Rating of 'CCC'
for both Level 3 and level 3 Financing, Inc.

The Rating Outlook is Positive.

Proceeds from the offering are expected to be utilized in part to
fund the redemption of level 3's 12.875% Senior Discount Notes due
2010 as well as for other corporate purposes including
opportunistically redeeming debt at Level 3 Financing, Inc. or
Level 3.  The offering reflects the company's ongoing strategy to
lower interest costs and effectively manage its maturity profile.
In line with this strategy, Level 3 financing, Inc. intends to
refinance its $730 million senior secured credit facility.  If the
company's efforts are successful, Fitch expects that the new
credit facility will provide Level 3 with additional financial
flexibility, lower interest costs and extend the final maturity
into 2014.

Fitch's Positive Rating outlook reflects Fitch's belief that the
company's recent acquisitions position the company to generate
sustainable revenue and EBITDA growth that will drive further
improvement in level 3's credit profile.  Provided the successful
integration of the recent acquisitions, Fitch expects Level 3 to
generate positive free cash flow in 2008.  

Fitch believes that the timing of an upgrade to Level 3's IDR will
be linked to the company's ability to improve free cash flow,
reduce leverage, generate organic revenue growth and expand
margins while maintaining liquidity and financial flexibility.

Overall, Fitch's ratings for Level 3 continue to reflect the
company's high leverage, negative free cash flow and the execution
risks surrounding the integration of the various acquisitions
completed during 2006 and the first part of 2007.  For the year
ended 2006 Level 3's leverage metric was 10.8x an improvement from
12.9x as of year-end 2005.  Reflecting the positive operating
momentum and the company's financial strategies, free cash flow,
measured as cash flow from operations less capital expenditures
improved to negative $171 million during 2006.


MASSEY ENERGY: Aggressive Leverage Cues DBRS to Downgrade Rating
----------------------------------------------------------------
Dominion Bond Rating Service downgraded the Senior Unsecured Debt
rating of Massey Energy Company to BB (low) from BB.  The trend is
Stable.

The rating action reflects DBRS's concern over Massey's aggressive
leverage and its inability to sufficiently improve earnings
performance.  Previously, DBRS expected that the company would
improve profitability and reduce debt levels through higher
realized coal prices and margins.  However, while coal prices have
trended upward, this has been largely offset by increasing costs
and productivity difficulties.

Massey, in contrast to the other major U.S. coal companies, lacks
geographic diversification, with its operations almost exclusively
based in the region of Central Appalachia.  CAPP coal commands
higher prices due to its combination of high energy and low
sulphur content.  CAPP is also the only U.S. source of
metallurgical coal, which has seen very sharp price increases
owing to continued robust demand by steel producers, particularly
those based in Asia.  However, production costs are also
significantly higher in CAPP given the long-term mining that has
progressively degraded the reserve base.  This is exacerbated by
labour shortages, although DBRS notes that the Company has made
progress on this front the past few months.

Over the past few years, Massey has consistently generated
negative free cash flow as it incurred significant capital
expenditures in an effort to improve productivity and increase
capacity.  This notwithstanding, 2006 production actually
decreased approximately 10% year-over-year given ongoing
geological difficulties and the closure of the Aracoma mine from
January to July.  Furthermore, despite a material increase of
approximately 15% in realized prices, margins were flat in 2006
as cost increases wholly offset the higher realizations.

With the significant majority of the company's production subject
to fixed-price contracts, improved realizations should lead to
moderate revenue and earnings growth in 2007.  However, lower spot
coal prices may impact future contracts and affect profitability
in 2008.  Additionally, over the medium term, the relative pricing
premium of CAPP coal is likely to decrease as a result of the
planned rollout of emission-reducing scrubbers in the United
States, which will effectively reduce the discount of Northern
Appalachian coal.

In the event that Massey were to generate free cash flow, it would
potentially be allocated toward share buybacks given the company's
existing $500 million share repurchase program, announced in
November 2005.  DBRS notes that the program initially stipulated
that free cash flow be used for share repurchases, yet this was
subsequently modified by the company's board of directors to
include existing cash balances, resulting in $50 million of share
repurchases in the second quarter of 2006.

DBRS therefore expects the balance sheet to move sideways, with no
material improvement in credit metrics in the near to medium term.


MESABA AVIATION: Wants Cure Claims Estimation Protocols Set
-----------------------------------------------------------
Mesaba Aviation Inc., dba Mesaba Airlines, asks the United States
Bankruptcy Court for the District of Minnesota to establish:

    (a) procedures and a deadline relating to the determination of
        the amount of cure claims to be paid in connection with
        contracts and leases to be assumed by the Debtor under its
        proposed Plan of Reorganization;

    (b) claim bar dates with respect to administrative claims and
        contract rejection damage claims;

    (c) a voting record date; and

    (d) procedures for the temporary allowance of claims.

The Debtor's proposed Plan provides that on the effective date of
the Plan, the Debtor will assume all its executory contracts and
unexpired leases pursuant to a schedule, a copy of which will be
filed with the Court before February 27, 2007.  Executory
contracts and unexpired leases not included on the Assumption
Schedule are deemed rejected on the Plan Effective Date.

Section 365 of the Bankruptcy Code requires, among other things,
that the Debtor cures any existing monetary defaults with respect
to the Assumed Contracts by making "cure" payments to any non-
debtor parties to the Assumed Contracts, Mr. Meyer relates.  The
Cure Amount proposed by the Debtor for each Assumed Contract is
listed on the Assumption Schedule.

To ensure that all non-debtor parties have an opportunity to
assert a claim for a different Cure Amount, the Debtor proposes
these procedures:

    (a) The Debtors will provide notice of the procedures for
        asserting a Cure Claim by serving a copy of the Disclosure
        Statement Approval Order on each non-debtor party to an
        Assumed Contract.  To the extent a non-debtor party to an
        Assumed Contract asserts that there are existing monetary
        defaults relating to its Assumed Contract that must be
        cured pursuant to Section 365(b), which are greater than
        the Cure Amount for that Assumed Contract on the
        Assumption Schedule, the party must file a written claim
        with the Court with supporting documentation, setting
        forth a calculation of the Cure Amount necessary to cure
        all defaults under each of its Assumed Contracts.  The
        Cure Claim must be filed with the Court on or before the
        later of (i) the date of the Confirmation Hearing, or (ii)
        a date which is 30 days after the non-debtor party
        receives notice of the Cure Amount proposed by Debtor.
        Any Cure Claim not timely filed and served by the Cure
        Claim Bar Date in accordance with the Cure Claim
        Procedures will be waived and forever barred.  The Cure
        Amount for that Assumed Contract on the Assumption
        Schedule will be deemed the final and only Cure Amount
        related to that Assumed Contract payable by the Debtor.

    (b) The Debtor, the Liquidating Trustee, the Official
        Committee of Unsecured Creditors, Northwest Airlines,
        Inc., and MAIR Holdings, Inc., reserve the right to object
        to any Cure Claim, and seek a judicial determination of
        the Cure Amount relating to any Assumed Contract.  Any
        objection to a Cure Claim must be filed with the Court,
        and a copy served on the party whose Cure Claim is
        objected to, by the later of 30 days after the (i) Plan
        Effective Date, or (ii) Cure Claim is filed.

According to Mr. Meyer, the Debtor will serve notice of the Cure
Claim Procedures by mailing the Plan solicitation materials,
including a copy of the Disclosure Statement Approval Order, to
all non-debtor parties to the Assumed Contracts as part of the
solicitation process for the Plan.  The Debtor believes that the
notice will constitute good and sufficient notice of the proposed
Cure Claim Procedures, and that no further notice need be given.

                  Administrative Claim Deadline

The Debtor proposes that requests for payment of Administrative
Expenses -- other than Professional Fees -- must be filed on or
before 30 days after the Plan Effective Date, Mr. Meyer says.
The Debtor believes that the deadline gives the holders of the
claims adequate time to prepare and file a request for payment of
administrative expense claims.

        Contract or Lease Rejection Damage Claim Deadline

Likewise, effective administration of the estate requires the
timely determination of the amount of claims for damages arising
from the rejection of executory contracts and unexpired leases,
Mr. Meyer tells Judge Kishel.

The Plan sets out procedures for rejection of executory contracts
and unexpired leases.  In essence it provides that rejection will
generally occur on the confirmation of the Plan, but in some
circumstances where the Cure Amount associated with an assumed
contract is not determined until after the confirmation date, the
Reorganized Debtor can revoke assumption and reject those
contracts within 10 days after the Court determines the Cure
Amount.

Hence, the Debtor proposes that the Court sets these deadlines
for filing claims for damages arising from the rejection of
executory contracts or unexpired leases:

    (1) the date set in the order authorizing rejection of the
        contract or lease;

    (2) in any case where the assumption of a contract or lease is
        revoked by the Reorganized Debtor, no later than 30 days
        after service of notice of revocation on the other party
        to the contract or lease as provided in the Plan; or

    (3) in all other cases, no later than 30 days after the
        Plan Effective Date.

                        Voting Record Date

A substantial volume of claim trading has occurred in the
Debtors' bankruptcy case, especially in recent weeks, Mr. Meyer
further notes.  To avoid uncertainty concerning the identity of
the party entitled to vote on the Plan, the Debtor proposes that
the Voting Record Date will be on the approval of the Disclosure
Statement.

According to Mr. Meyer, that date is reasonable under the
circumstances to accommodate the process of claim transfer, since
any claim transferred is subject to the 20-day waiting period
under Rule 3001(e) of the Federal Rules of Bankruptcy Procedure
to permit the transferor to object to the proposed transfer.

The Debtor proposes that with respect to a transferred claim, the
transferee will be entitled to receive a Solicitation Package,
and to cast a Ballot on account of the claim if the transferee
files before the Voting Record Date the documentation required by
Rule 3001(e) to evidence the transfer.

In the event a claim is transferred after the Voting Deadline,
the transferee of the claim will be bound by the vote made on the
Ballot by the holder as of the Voting Record Date of the
transferred claim.  In the event that the deadline for filing an
objection to a notice of claim transfer under Rule 3001 has not
expired as of the Voting Record Date, a ballot will be sent to
the transferee.  If an objection is filed, no Ballot cast in
connection with the claim will be counted until the objection is
resolved.

           Procedures for Temporary Allowance of Claims

The Debtor proposes that any claimant that seeks the temporary
allowance of its claim for voting purposes be required to file a
request, pursuant to Rule 3018(a) of the Federal Rules of
Bankruptcy Procedure, for a ruling temporarily allowing its claim
for purposes of voting to accept or reject the Plan, and schedule
the hearing on the request no later than three days before the
Voting Deadline.

In accordance with Rule 3018, the Debtor further proposes that
any Ballot submitted by a creditor or interest holder that files
a Rule 3018 Motion will be counted only if the Ballot is
temporarily allowed by the Court for voting purposes, Mr. Meyer
says.

                    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.  The Debtor filed its
Plan of Reorganization on Jan. 22, 2007.  It filed its Disclosure
Statement two days later on Jan. 24, 2007.  The hearing to
consider the adequacy of the Debtor's Disclosure Statement has
been set for Feb. 27, 2007.  The Debtor's exclusive period to file
a chapter 11 plan expired on Feb. 12, 2007.  (Mesaba Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


MESABA AVIATION: Wants to Reject Metropolitan Airports Lease
------------------------------------------------------------
Mesaba Aviation Inc., dba Mesaba Airlines, asks the United States
Bankruptcy Court for the District of Minnesota for permission to
to reject its aircraft hangar facilities lease agreement with
Metropolitan Airports Commission Minneapolis-St. Paul, effective
May 1, 2007, or upon service of unequivocal written notice to
Metropolitan Airports before May 1.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
P.A., in Minneapolis, Minnesota, notes that pursuant to the
Metropolitan Lease, the Debtor agreed to lease an aircraft hangar
in Minneapolis for a period of approximately 25 years at base
rent cost of at least $1,328,686 plus annual utilities and
janitorial costs of approximately $240,000.  The Debtor currently
uses the MSP Hangar for aircraft maintenance and related parts
storage and administration.

The Debtor believes that retaining the MSP Hangar is no longer in
the best interests of the company or its estate, and all future
maintenance, storage and administrative requirements currently
performed at the MSP Hangar can, and should, be performed at the
Debtor's other hangar facilities, or other locations currently
possessed by or available to Mesaba, Mr. Tansey asserts.

Mr. Tansey says that to reduce the Debtor's Facilities costs
while ensuring that the Debtor's operations are not adversely
effected by the rejection of the Lease and vacation of the MSP
Hangar, Mesaba has determined that it requires an additional 4000
square feet of space located adjacent to its current location at
the Minneapolis/St. Paul airport.   In addition, the Debtor will
build out space already subleased by Mesaba at its PanAm training
facilities in the Spectrum Center and convert a vehicle storage
garage into work and break areas.  The New Facilities will
accommodate and house most of the MSP Hangar Operations other
than certain heavy maintenance which will be transferred to the
Debtor's Detroit and Wausau hangar facilities which are currently
underutilized.

Mr. Tansey tells the Court that relocation to the New Facilities
requires Mesaba to incur a cash outlay of approximately $919,000
-- inclusive of a 15% contingency cost reserve -- in
construction, FFE/tech/relocation costs, redundancy, and capital
expenditures in the immediate future.  The Debtor will also be
obligated to pay rent of approximately $204,000 annually for a
portion of the New Facilities in addition to janitorial, CAM,
utility and related expenses.

Using an 18% discount rate, the approval of the rejection of the
Lease and the New Facilities, together with reduced rents at
Mesaba's Spectrum Center administrative offices, the Debtor
projects savings of $3,429,174 or 33% on all real estate lease
obligations over the next five years, and savings of $5,398,450
or 35% over the next 10 years of operations, Mr. Tansey notes.
The cash outlay of $919,000 is projected to be recovered within
one year of relocation.

In analyzing the financial benefits of rejecting the Lease, the
Debtor has assumed a maximum rejection claim pursuant to Section
502(b)(6) of the Bankruptcy Code, Mr. Tansey says.  However, the
Debtor believes that Metropolitan Airports is positioned to re-
let the MSP Hangar quickly and on favorable terms relative to the
Lease.  The Debtor is optimistic that any rejection claim of
Lessor will be significantly mitigated.

The Debtor believes it will need approximately 10 weeks to
prepare the New Facilities and completely transfer the MSP Hangar
Operations.  To avoid unnecessary May 2007 rent for the MSP
Hangar of approximately $130,000, the Debtor must vacate the MSP
Hangar on or before April 30, 2007.

Hence, the Debtor asks the Court to consider its request on an
expedited basis.

                    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.  The Debtor filed its
Plan of Reorganization on Jan. 22, 2007.  It filed its Disclosure
Statement two days later on Jan. 24, 2007.  The hearing to
consider the adequacy of the Debtor's Disclosure Statement has
been set for Feb. 27, 2007.  The Debtor's exclusive period to file
a chapter 11 plan expired on Feb. 12, 2007.  (Mesaba Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MEZZ CAP: Fitch Junks Rating on $500,000 Class J Certificates
-------------------------------------------------------------
Fitch Ratings downgrades and assigns Distressed Recovery ratings
to Mezz Cap 2004-C2 commercial mortgage pass-through certificates,
series 2004-C2:

   -- $0.5 million class J to 'C/DR5' from 'B-'.

In addition, Fitch also affirms these classes:

   -- $34.4 million class A at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $2.1 million class B at 'AA';
   -- $1.6 million class C at 'A';
   -- $2.6 million class D at 'BBB';
   -- $1.0 million class E at 'BBB-';
   -- $1.8 million class F at 'BBB-';
   -- $1.2 million class G at 'BB'; and
   -- $3.9 million class H at 'B'.

Fitch does not rate the $2.9 million class K certificates.

The rating downgrades are the result of Fitch projected losses on
specially serviced loans.  As of the January 2007 distribution
date, the pool's aggregate certificate balance has decreased 0.6%
to $52.1 million from $52.4 million at issuance.  Three loans are
in special servicing with potential losses expected to be absorbed
by class K.

This transaction consists of B notes subordinate to first mortgage
loans securitized in separate CMBS transactions.  All loans are
secured by traditional commercial real estate property types and
are subject to standard intercreditor agreements that limit the
rights and remedies of the B note holder in the event of default
and upon refinancing.  In a default, the B notes are likely to
suffer higher losses due to their subordinate positions.

The largest specially serviced loan, an 826-unit multifamily
property located in Dallas, Texas, is more than 90 days
delinquent.  The most recent appraisal value is below the balance
of the A note.  However, some recovery of principal is possible
based on a pending legal action.

The second largest specially serviced loan, an industrial
warehouse in Portage, Michigan, is more than 90 days delinquent.
The special servicer is currently negotiating a discounted payoff
of the note with the borrower.  Fitch does not anticipate any
recovery of the B note.

The third specially serviced loan, a 99-unit multifamily property
in Milwaukee, Wisconsin, is more than 90 days delinquent.  The
special servicer is currently working with the borrower to bring
the loan current.


MORGAN STANLEY: Moody's Holds B3 Rating on $3 Mil. Class O Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 17 classes of Morgan Stanley Capital I
Trust 2004-TOP13, Commercial Mortgage Pass-Through Certificates,
Series 2004-TOP13:

   -- Class A-1, $55,677,296, Fixed, affirmed at Aaa
   -- Class A-2, $ 233,000,000, Fixed, affirmed at Aaa
   -- Class A-3, $127,000,000, Fixed, affirmed at Aaa
   -- Class A-4, $589,157,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $31,789,000, WAC, upgraded to Aa1 from Aa2
   -- Class C, $12,110,000, WAC, upgraded to Aa2 from Aa3
   -- Class D, $24,220,000, Fixed, affirmed at A2
   -- Class E, $12,109,000, WAC, affirmed at A3
   -- Class F, $9,083,000, WAC, affirmed at Baa1
   -- Class G, $10,596,000, WAC, affirmed at Baa2
   -- Class H, $9,082,000, WAC, affirmed at Baa3
   -- Class J, $9,083,000, Fixed, affirmed at Ba1
   -- Class K, $3,027,000, Fixed, affirmed at Ba2
   -- Class L, $3,028,000, Fixed, affirmed at Ba3
   -- Class M, $3,027,000, Fixed, affirmed at B1
   -- Class N, $4,542,000, Fixed, affirmed at B2
   -- Class O, $3,027,000, Fixed, affirmed at B3

As of the Jan. 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.9%
to $1.15 billion from $1.21 billion at securitization.  The
Certificates are collateralized by 173 mortgage loans ranging in
size from less than 1.0% to 7.8% of the pool, with the top 10
loans representing 38.3% of the pool.  The pool includes seven
shadow rated investment grade loans, comprising 22.9% of the pool.
Five loans, representing 8.4% of the pool balance, have defeased
and are collateralized by U.S. Government securities.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing.  Ten loans,
representing 3.3% 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 93.0% and 56.0%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 72.0%, compared to 77.3% at securitization.  Moody's
is upgrading Classes B and C due to stable overall pool
performance, increased credit support and defeasance.

The largest shadow rated loan is the GIC Office Portfolio Loan at
$90.0 million (7.8%), which is a 12.8% 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 and 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 second shadow rated loan is the Lakeland Square Mall Loan at
$57.2 million (4.9%), which is secured by the borrower's interest
in an 899,000 square foot regional mall located in Lakeland,
Florida.  The center is anchored by J.C. Penney, two Dillard's
stores and Macy's. As of September 2006 the center was 96.8%
occupied, compared to 97.0% at securitization.  The loan sponsors
are General Growth Properties, Inc. and NYS Common Retirement
Fund.  Moody's current shadow rating is Baa2, the same as at
securitization.

The third shadow rated loan is the Great Hall Portfolio Loan at
$36.7 million (3.2%), which is secured by seven cross-
collateralized single-tenant big box retail properties located in
four states.  The portfolio totals 639,000 square feet and is
100.0% leased to four tenants -- Lowe's, Wal-Mart, Circuit City
and Kroger.  The loan sponsor is Inland Real Estate Trust, Inc.
Moody's current shadow rating is Baa1, the same as at
securitization.

The fourth shadow rated loan is the Gallup Headquarters Loan
($30.3 million -- 2.6%), which is secured by a 296,000 square foot
office building located in Omaha, Nebraska. The property is 100.0%
leased to Gallup, Inc., under a triple net lease that expires in
October 2018.  The lease expiration is coterminous with the loan
maturity.  The loan amortizes on a 15-year schedule and has
amortized by approximately 10.8% since securitization.  
Performance has improved since securitization due to rental
escalations and amortization.  Moody's current shadow rating is
Baa1, compared to Baa3 at securitization.

The remaining three shadow rated loans represent 4.3% of the pool.
The Carlisle Commons Loan of $21.6 million (1.9%) is secured by a
395,000 square foot retail property located in Carlisle,
Pennsylvania.  Moody's current shadow rating is Baa3, the same as
at securitization.  The Hudson Mall Loan of $16.2 million (1.4%)
is secured by a 362,000 square foot retail center located in
Jersey City, New Jersey.  Moody's current shadow rating is A2, the
same as at securitization.  The Renaissance Manor Loan of
$11.8 million (1.0%) is secured by a 184-unit multifamily property
located in North Brunswick, New Jersey. Moody's current shadow
rating is A1, the same as at securitization.

The top three conduit loans represent 11.0% of the outstanding
pool balance.  The largest conduit loan is the U.S. Bank Tower
Loan at $65.0 million (5.6%), which represents a pari passu
interest in a $250.0 million first mortgage loan.  The loan is
secured by a 1.4 million square foot Class A office building
located in Los Angeles, California.  As of June 2006 the property
was 87.0% occupied, compared to 89.3% at securitization.  The
tenant base is large national and credit tenants occupying
multiple floors.  The largest tenants are Latham & Watkins,
Pacific Enterprises, a subsidiary of Sempra Energy and US Bancorp.
The loan matures in July 2013 and is interest only for its entire
term.  The loan sponsor is Maquire Properties, a publicly traded
REIT.  Moody's LTV is 73.2%, the same as at securitization.

The second largest conduit loan is the Pavilions I Loan at
$33.1 million (2.9%), which is secured by a 565,000 square foot
power center located in Scottsdale Arizona.  The center is 92.0%
leased, the same as at securitization.  The center is anchored by
Target and Home Depot.  Moody's LTV is 92.1%, compared to 97.0% at
securitization.

The third largest conduit loan is the Galleria Plaza Shopping
Center Loan at $28.5 million (2.5%), which is secured by a 168,000
square foot retail property located in Dallas, Texas.  The center
is 100.0% occupied, the same as at securitization.  The largest
tenants are Circuit City and Linens-n-Things.  Moody's LTV is
92.4%, essentially the same as at securitization.

The pool's collateral is a mix of retail, office, multifamily,
industrial and self storage, U.S. Government securities, mixed use  
and lodging.  The collateral properties are located in 32 states
and Washington D.C.  The highest state concentrations are
California, Texas, Florida, Illinois and Arizona.  All of the
loans are fixed rate.


MORTGAGE ASSET: Fitch Holds Rating on Class B-5 Certificates at B
-----------------------------------------------------------------
Fitch Ratings has affirmed Mortgage Asset Securitization
Transactions Adjustable-Rate Mortgages Trust's mortgage
pass-through certificates:

Series 2004-8

   -- Class A 'AAA';
   -- Class B-1 'AA';
   -- Class B-2 'A';
   -- Class B-3 'BBB';
   -- Class B-4 'BB'; and
   -- Class B-5 'B'.

The affirmations, affecting approximately $215 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.  All of
the above classes have experienced a growth in CE of at least
1.8x the original levels.

The collateral of the above transaction consists of conventional,
fully amortizing, 30-year adjustable-rate, mortgage loans secured
by first liens on one- to four-family residential properties.  The
loans were acquired by UBS from various originators.  The
transactions are master serviced by Wells Fargo Bank, N.A.

As of the January 2007 distribution date, series 2004-8 has a pool
factor of 49% and is seasoned 29 months.


MORTGAGE ASSET: Fitch Holds Rating on 2005-WF1 Class M-10 Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed Mortgage Asset Securitization
Transactions Asset Backed Securities Trust's mortgage pass-through
certificates:

Series 2005-NC1

   -- Class A at 'AAA';
   -- Class M-1 at 'AA+';
   -- Class M-2 at 'AA';
   -- Class M-3 at 'AA-';
   -- Class M-4 at 'A+';
   -- Class M-5 at 'A';
   -- Class M-6 at 'A-';
   -- Class M-7 at 'BBB+';
   -- Class M-8 at 'BBB';
   -- Class M-9 at 'BBB-'; and
   -- Class M-10 at 'BBB-'.

Series 2005-NC2

   -- Class A at 'AAA';
   -- Class M-1 at 'AA+';
   -- Class M-2 at 'AA+';
   -- Class M-3 at 'AA+';
   -- Class M-4 at 'AA';
   -- Class M-5 at 'AA-';
   -- Class M-6 at 'A+';
   -- Class M-7 at 'A-';
   -- Class M-8 at 'BBB+';
   -- Class M-9 at 'BBB';
   -- Class M-10 at 'BBB'; and
   -- Class M-11 at 'BBB-'.

Series 2005-OPT1

   -- Class A at 'AAA';
   -- Class M-1 at 'AA+';
   -- Class M-2 at 'AA+';
   -- Class M-3 at 'AA+';
   -- Class M-4 at 'AA';
   -- Class M-5 at 'AA-';
   -- Class M-6 at 'A+';
   -- Class M-7 at 'A';
   -- Class M-8 at 'A-';
   -- Class M-9 at 'BBB+';
   -- Class M-10 at 'BBB'; and
   -- Class M-11 at 'BBB-'.

Series 2005-WF1

   -- Class A at 'AAA';
   -- Class M-1 at 'AA+';
   -- Class M-2 at 'AA';
   -- Class M-3 at 'AA-';
   -- Class M-4 at 'A+';
   -- Class M-5 at 'A';
   -- Class M-6 at 'A-';
   -- Class M-7 at 'BBB+';
   -- Class M-8 at 'BBB';
   -- Class M-9 at 'BBB-'; and
   -- Class M-10 at 'BB'.

The affirmations affect approximately $2.2 billion of the
outstanding certificates and reflect a stable relationship between
credit enhancement and expected loss.

The collateral of 2005-NC2 consists of closed end,
adjustable-rate, interest-only mortgage loans secured by first
liens on one- to four-family residential properties.  The
collateral of the other transactions consists of closed-end,
fixed-rate mortgage loans and adjustable-rate mortgage loans
secured by first or second liens on one- to four-family
residential properties.  The loans in series 2005-NC1 and series
2005-NC2 were originated by New Century Mortgage Corp. and are
serviced by Ocwen Financial Corp.

The loans in series 2005-OPT1 were originated and are serviced by
Option One Mortgage Corp.  The loans in series 2005-WF1 were
originated and are serviced by Wells Fargo Bank, N.A.

The pool factors of the above transactions range from 30% to 73%.
The seasoning of the above transactions ranges from 14 months to
24 months.


MORTGAGE CAPITAL: Fitch Holds BB+ Rating on $3.6MM Class J Certs.
-----------------------------------------------------------------
Fitch Ratings affirms Mortgage Capital Funding, Inc.'s commercial
mortgage pass-through certificates, series 1996-MC1 as:

   -- Interest-only class X-2 at 'AAA';
   -- $5.3 million class H at 'A'; and   
   -- $3.6 million class J at 'BB+'.

Fitch does not rate the $11.5 million class K certificates.
Classes A-1, A-2A, A-2B, B, C, D, E, F, G and interest-only class
X-1 have been paid in full.

The rating affirmations reflect increased credit enhancement
levels as a result of an additional 8% paydown, offset by
increasing concentrations since Fitch's last rating action.  

As of the January 2007 distribution date, the pool's aggregate
collateral balance has been reduced 95.8% to $20.4 million from
$482.4 million at issuance.  Fitch continues to monitor the
transaction's increasing loan concentration, with only eight loans
remaining in the pool.

There is currently one asset (26.6%) in special servicing.  The
asset, a retail property in Dunn, North Carolina, became real
estate owned on December 4, 2006.  The special servicer is
currently marketing the property.  The most recent appraisal
indicates losses which will be absorbed by the non-rated class K.


MORTGAGE LENDERS: Court Approves Sale of Closed and Funded Loans
----------------------------------------------------------------
Mortgage Lenders Network USA, Inc. obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to:

   (a) sell the remaining loans in its possession that have
       closed and been funded prior to the shut down of its    
       wholesale and retail origination operations;

   (b) honor loan commitments that it closed prepetition but
       was unable to fund, in the event that it obtains the
       financing necessary to fund the loans; and

   (c) honor existing obligations and incur new obligations in
       the ordinary course of business in connection with the
       servicing of loans.

Before Dec. 29, 2006,the Debtor had three major components to its
business: namely, wholesale loan originations, retail loan
originations, and loan servicing.  The Debtor was the 15th largest
sub-prime lender in the United States in the third quarter of
2006, with $3.3 billion in loan originations.

The Debtor had obtained the funds needed for its loan originations
from several warehouse lines of credit provided by Residential
Funding Company, LLC, Greenwich Capital Financial Products, Inc.,
Merrill Lynch Bank USA and Merrill Lynch Mortgage Capital, Inc.,
and Goldman Sachs Mortgage Co.  

After originating wholesale loans, the Debtor sold substantially
all of the loans to its Warehouse Lenders and third parties,
including Freddie Mac, Fannie Mae, Countrywide Home Loans, Inc.,
Credit-Based Asset Servicing and Securitization LLC, Emax
Financial Group LLC, and Lehman Brothers Bank, FSB.  

To abate payment defaults on its future loan originations, the
Debtor tightened its lending standards and introduced a new,
fixed-rate A-plus-plus product in the fourth quarter of 2006.
However, as a result of a pricing error, the Debtor originated
$600 million to $700 million of new loans that could only be sold
for a loss in the secondary markets.

As a result, according to Laura Davis Jones, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub LLP, in Wilmington, Delaware,
the Debtor was subsequently required to post additional
collateral as security for the funds.  When the Debtor was unable
to do so, the Warehouse Lenders declined to advance amounts in
excess of their commitments, forcing the Debtor to shut down its
wholesale loan origination business on Dec. 29, 2006.

Ms. Jones discloses that while the Debtor was trying to address
its problems, on Jan. 19, 2007, the State of Connecticut
Department of Banking issued a Temporary Order to Cease and
Desist against the Debtor.  At about the same time, the Debtor
received additional Cease and Desist Orders from Massachusetts,
Vermont, Rhode Island, Pennsylvania, New Hampshire, New York,
Michigan, and Maine.  Pursuant to the Cease and Desist Orders,
the Debtor was to stop further lending activity and to obtain
replacement funding for the unfunded loan commitments.  

The Debtor then halted its retail lending activities, and RFC
stopped financing the retail loan originations.  At that time,
the Debtor had retail loan commitments upon which it had closed,
but not funded.

After the Debtor stopped originating loans, Merrill Lynch,
Greenwich and Goldman purchased all of the loans that they had
financed for the Debtor on their respective lines of credit.  As
of its bankruptcy filing, the Debtor has $430 million of loans
that were financed by RFC.

In addition to its loan origination business, the Debtor also
services a significant number of loans.  As of Dec. 31, 2006, the
Debtor serviced $17 billion of loans.  The Debtor also has a small
number of its own loans that it services as well.

              Selling the Closed and Funded Loans

To maximize the value of the closed and funded loans, the Debtor
needs to sell them in accordance with customary industry
practices.  

On an abundance of caution, the Debtor, however, sought Court
permission to sell the closed and funded loans in light of the
Cease and Desist Orders, which prohibit the Debtor from
authorizing or executing financial transactions in excess of
$250,000, except for the payment of wages and salaries to
employees, contractors, officers, or its other members in the
ordinary course of the Debtor's management.

The sale of the loans under the supervision and control of the
Bankruptcy Court is necessary to ensure that their value is
maximized for the benefit of all of the Debtor's creditors,
Ms. Jones asserts.

Moreover, according to Ms. Jones, the loan agreements for the
Warehouse Credit Facilities and the proposed order for use of
cash collateral provide that the proceeds of sale are to be paid
to the Warehouse Lender.

The Debtor reserves its right to sell loans outside of the
ordinary course of its business pursuant to Section 363 of the
Bankruptcy Code.

             Honoring Outstanding Loan Commitments

By honoring the loan commitments, the Debtor will, if it can
obtain the necessary financing, be able to fulfill its
obligations to its counterparties, Ms. Jones asserts.

In addition, obtaining the financing necessary to fund the
outstanding loan commitments is consistent with the Cease and
Desist Orders, and the Debtor will attempt to obtain the
financing on a basis that best preserves the assets for the
benefit of the creditors while fulfilling its obligations to
borrowers.

                 Honoring Servicer Obligations

The Debtor's servicing business generates significant revenues
and is critical to its creditors.  The servicing platform may
also have value as a marketable asset.  To preserve the value of
the asset for the benefit of its creditors, the Debtor must
continue to service loans in the ordinary course of its business.

The Debtor is authorized to continue to honor, as it determines
to be appropriate:

   (i) its servicer obligations in the ordinary course of  
       business, including periodic and servicing advances; and

  (ii) continue in its ordinary course of business practices of
       deferment and forbearance arrangements.

If the Debtor does not continue to honor the obligations in the
ordinary course of its business, it may risk being replaced as
servicer, with the loss of future Servicing Fees and other
servicing compensation, Ms. Jones disclosed.

The Debtor's banks are also authorized to honor its prepetition
wire transfers and checks that were made in the ordinary course
of its servicing business.  The transfers and checks relate to
payments by borrowers that the Debtor must transfer to Loan
Purchasers in order to fulfill its servicing functions.

Consent for the request has been obtained from RFC, the Debtor's
proposed debtor-in-possession lender, Residential Funding
Company, LLC.

                    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 Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MORTGAGE LENDERS: Wants to Reject Four First Financial Leases
-------------------------------------------------------------
Mortgage Lenders Network USA, Inc., seeks the U.S. Bankruptcy
Court for the District of Delaware's permission to reject,
effective as of its bankruptcy filing, four personal property
leases with First Financial Corporate Services, Inc.,
specifically:

   (1) a master lease agreement for equipment schedule 05;
   (2) a master lease agreement for equipment schedule 05A;
   (3) a master lease agreement for equipment schedule 06; and
   (4) a master lease agreement for equipment schedule 12.

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub LLP, in Wilmington, Delaware, the Debtor
has determined that the leases are unnecessary to the continued
operation of its business, have no economic value to the estate,
and should be rejected.

Ms. Jones tells Judge Walsh that the Debtor's determination is
the result of its sound business judgment because the leases are
burdensome and will not provide a benefit to its estate.  Also,
the Debtor intends to avoid paying unnecessary administrative
expenses related to the Leases.

In addition, Ms. Jones notes that the rejection effective as of
the Petition Date is appropriate because the Debtor notified
First Financial that it does not intend to further use the
personal property, served notice of the present request on the
First Financial immediately after the Petition Date, and will not
withdraw any of the leases from the request absent the consent of
the applicable lessor.

The Debtor does not waive its claims against any contract
counterparty by the filing of the current request or the
rejection of any of the Leases.

                    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 Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


MORTGAGE LENDERS: Moody's Withdraws Servicer Ratings
----------------------------------------------------
Moody's Investors Service has withdrawn the servicer ratings of
Mortgage Lenders Network USA, Inc. as a primary servicer of prime,
subprime and second lien loans.

Moody's SQ ratings represent its view of a servicer's ability to
prevent or mitigate asset pool losses across changing markets.  
The rating scale ranges from SQ1 (strong) to SQ5 (weak).

Where appropriate, a "+" or "-" modifier will be appended to the
relevant rating to indicate a servicer's relative servicing
quality within a particular category.  Moody's servicer ratings
are differentiated in the marketplace by focusing on performance
measurement.  SQ ratings for US residential mortgage servicers
incorporate assessments of delinquency transition rates,
foreclosure timeline management, loan cure rates, recoveries, loan
resolution outcomes, and REO management - all critical indicators
of a servicer's ability to maximize returns from mortgage
portfolios.

Moody's servicer ratings also consider the company's ability to
maintain its focus on high quality servicing in an economic
downturn.  Servicing operations can be stressed by increasing the
number of delinquent loans while at the same time increasing the
need for liquidity.  The SQ rating reflects Moody's expectation of
the impact that the servicing will have on the on-going credit
performance of the portfolio.  For this reason, Moody's monitors
SQ ratings based on periodic information provided by servicers and
conducts a formal re-evaluation of its servicer ratings annually.


MOVIE GALLERY: Inks Deal With Goldman Sachs for Credit Refinancing
------------------------------------------------------------------
Movie Gallery, Inc. has executed an underwritten financing
commitment with Goldman Sachs Credit Partners L.P. for
the refinancing of the company's existing senior secured credit
facility.  The company has authorized Goldman Sachs Credit
Partners L.P. to act as sole lead arranger for the transaction,
which it expected to close in the first quarter of 2007.
    
The company used the funds from the proposed credit facilities to:

   * refinance its existing senior secured credit facility;
   
   * replace existing letters of credit;

   * provide for working capital;

   * pay fees and expenses associated with the proposed credit
     facilities; and

   * other general corporate purposes.
    
"The new credit facilities provided Movie Gallery with
additional financial flexibility to carry out the company's
business plan for the future," Joe Malugen, Chairman and Chief
Executive Officer of Movie Gallery commented.  "Movie Gallery was
pleased to have this financing commitment from Goldman Sachs and
look forward to executing on the company's strategy to deliver
renewed growth and profitability for Movie Gallery's
shareholders."
    
The proposed credit facilities were expected to have a five-year
maturity and will contain certain affirmative and negative
covenants that were usual and customary for financings of this
kind, including certain financial covenants.

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery, Inc. (Nasdaq: MOVI) --
http://www.moviegallery.com/-- is a video rental company with  
over 4,600 stores located in all 50 U.S. states and Canada
operating under the brands Movie Gallery, Hollywood Video and Game
Crazy.  The Game Crazy brand represents 643 in-store departments
and 17 free-standing stores serving the game market in urban
locations across the Untied States.  Since Movie Gallery's initial
public offering in August 1994, the company has grown from 97
stores to its present size through acquisitions and new store
openings.


MOVIE GALLERY: Refinancing Prompts S&P's Positive Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on Movie
Gallery Inc. to positive from negative.  At the same time, the
company's ratings, including the 'CCC+' corporate credit and bank
loan ratings, were affirmed.

The action reflects Standard & Poor's expectation that the
refinancing of the company's credit facility would provide Movie
Gallery with additional financial flexibility and liquidity.

The ratings on Dothan, Alabama-based Movie Gallery Inc. reflect
the risks of operating in a mature and declining video rental
industry, the company's dependence on decisions made by movie
studios, its very high leverage and thin cash flow protection, and
the technology risks associated with delivery of video movies to
the home.

"The positive outlook," said Standard & Poor's credit analyst
David Kuntz, "reflects the potential for an upgrade if the new
credit facility provides for improved financial flexibility and
liquidity over the next year and a half."


NOMURA HOME: Moody's Rates Class B-1 Certificates at Ba1
--------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Nomura Home Equity Loan, Inc., Home Equity
Loan Trust, Series 2007-2, and ratings ranging from Aa1 to Ba1 to
the mezzanine and subordinate certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans originated by First NLC Financial
Services, LLC, Ownit Mortgage Solutions, Inc. and various other
originators.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, an interest rate swap
agreement and an interest rate cap agreement.  Moody's expects
collateral losses to range from 5.60% to 6.10%.

Equity One, Inc., Ocwen Loan Servicing, LLC, Select Portfolio
Servicing, Inc., and Wells Fargo Bank, N.A. will service the
loans.  Wells Fargo Bank, N.A. will act as master servicer.

These are the rating actions:

   * Nomura Home Equity Loan, Inc. Home Equity Loan Trust, Series
     2007-2

   * Nomura Home Equity Loan, Inc. Home Equity Loan Trust, Series
     2007-2

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


NORTHWEST AIRLINES: Posts $2.8 Billion Net Loss in Full Year 2006
-----------------------------------------------------------------
Northwest Airlines Corp. reported a full year 2006 net loss of
$2.8 billion, including reorganization items, versus a
$2.56 billion net loss for the full year 2005.  The company also
reported a full year 2006 pre-tax profit of $301 million before
reorganization items, which compares to a full year 2005 pre-tax
loss of $1.38 billion before reorganization items.  

For the fourth quarter, Northwest reported a pre-tax loss of
$7 million before reorganization items versus a fourth quarter
pre-tax loss of $386 million before reorganization items in 2005's
fourth quarter.  Including reorganization items, Northwest
reported a fourth quarter 2006 net loss of $267 million versus a
$1.3 billion net loss for the fourth quarter of 2005.

Commenting on the results, Doug Steenland, Northwest Airlines
president and chief executive officer, said, "Clearly, the work we
have done to reposition Northwest for the long term is showing
tangible results as we reported the first profitable year since
2000.  To report an annual pre-tax profit is another major
milestone in Northwest's restructuring efforts."

"The airline's 2006 results improved by nearly $1.7 billion over
2005. Our efforts have allowed us to implement a new, competitive
global network carrier cost structure, which when combined with
the unique assets of Northwest Airlines, will produce strong
results in the years ahead. Our customers, investors and employees
will all benefit from a successful, global airline."

Mr. Steenland continued, "Our progress to date is due in large
measure to the hard work and personal sacrifices of our employees.  
One of our goals is to share Northwest's success with employees.  
I am pleased to report that during the first quarter, Northwest
will distribute approximately $44 million through its profit
sharing and performance incentive payments as well as special
holiday payments to our employees.  We previously had authorized
the sale of 20 % of the unsecured claims held by employees, which
were part of ratified collective bargaining agreements.  The sale
of this 20% interest will total approximately $181 million in cash
for our employees. Last week, we authorized the sale of another 20
% of the unions' claims."

                 Fourth Quarter Financial Overview

Operating revenues in the fourth quarter increased 2.2% versus the
fourth quarter of 2005 to $2.98 billion.  System passenger revenue
increased 8.0% to $2.2 billion on 2.0% more mainline available
seat miles, resulting in a 5.9% improvement in unit revenue.
Including regional carrier revenues, Northwest's consolidated unit
revenue improved 4.4 % on 0.3 % more ASMs.  Because of the
significant improvement in unit revenue reported by Northwest in
the fourth quarter of 2005, year-over-year comparisons show
smaller improvements than in previous quarters.

Operating expenses in the quarter decreased 9.9% year-over-year,
excluding $23 million of unusual items related to the Aircraft
Mechanics Fraternal Association severance, while mainline unit
costs, excluding fuel and unusual items, decreased by 14.0% on
2.0% more ASMs.  Salaries, wages and benefits decreased 22.6%,
primarily due to a combination of labor cost reductions and
headcount reductions. Aircraft rental expense decreased 41.0%,
primarily due to restructured and rejected aircraft leases.

During the fourth quarter, fuel averaged $1.94 per gallon,
excluding taxes, down 2.0% versus the fourth quarter of last year.

Northwest's year-ending unrestricted cash and short-term
investments balance was approximately $2.1 billion excluding
$424 million of restricted cash and short-term investments.

Neal Cohen, executive vice president and chief financial officer,
said, "We remain on target to complete our restructuring in the
second quarter.  We continue to work with our stakeholders to
successfully complete this process."

                       2006 Accomplishments

"When we entered Chapter 11 protection in mid-September of 2005,
we outlined three goals that would ensure our future success-
establish a competitive cost structure including both labor and
non-labor costs; develop a more efficient business model that
would allow us to continue to deliver superior choice and service
to our customers; and strengthen Northwest's balance sheet with
debt and equity levels consistent with long-term profitability,"
Mr. Steenland said.  

Some of Northwest's 2006 milestones included:

a) Restructuring

   -- Announcing 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 improvement in
      2007.

   -- Right-sizing and re-optimizing its fleet and network by
      reducing system-wide capacity by approximately 10 % during
      the first year in bankruptcy (as measured by the 12 months
      ending Sept. 30, 2006) and by removing a number of
      mainline and regional aircraft from the Northwest fleet.  
      For the full year 2006, NWA reduced its system-wide
      consolidated available seat miles by 7.5 %.

   -- Further improving the airline's revenue premium to the
      industry by a 12.3 % year-over-year improvement in
      consolidated passenger unit revenue.

   -- Achieving a competitive network carrier cost structure, with
      a 10.8 % year-over-year improvement in cost per available
      seat mile (CASM) excluding fuel and unusual items on reduced
      capacity, through the implementation of $2.4 billion annual
      cost reductions including: $1.4 billion in labor cost
      reductions, achieving market-based aircraft rates through
      $400 million in annual fleet ownership cost savings and
      $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 in 2006, with the majority of the remaining savings
      to be realized in 2007.

   -- Protecting employee pensions and avoiding pension plan
      terminations by freezing its defined benefit pension plans,
      achieving pension reform legislation and implementing new
      defined contribution plans.

   -- Reducing the company's total debt by nearly $4.3 billion
      through the elimination of unsecured debt, restructured
      aircraft and other secured obligations, and the refinancing
      of bank debt into a new DIP/Exit financing facility
      providing a competitive balance sheet and favorable
      capitalization ratios.

   -- Reaching new agreements and affirming existing new aircraft
      arrangements as part of Northwest's re-fleeting goal was
      another accomplishment.  NWA affirmed its deliveries of
      Airbus A330 aircraft and now has the youngest trans-Atlantic
      fleet in the industry.  NWA also affirmed its position as
      the North American service launch airline of the new Boeing
      787, with deliveries beginning in August 2008.  The airline
      also ordered seventy-two 76-seat regional jets that will be
      introduced to Northwest passengers beginning later in 2007.
      The dual class jets are optimally sized for many domestic
      markets and will give the airline potential growth
      opportunities over time.  In addition, Northwest accelerated
      the retirements of the DC-10, 747-200 and ARJ85 regional
      jets.

   -- With Northwest's unsecured claims and bonds trading at
      between 80% and 95% of value, potentially allowing Northwest
      creditors, including employees who were granted claims
      through ratified, collective bargaining agreements, to have
      one of the most substantial recoveries to creditors of any
      major network carrier restructuring.

   -- Meeting a key aircraft modernization target early in January
      2007 when the last DC-10 was retired from commercial
      service.  European, Japanese and Hawaiian routes flown with
      the DC-10 are now serviced by Airbus A330 and Boeing 747-400
      aircraft, which offer additional customer amenities.  Over
      its 34 years of service, Northwest's DC-10s compiled a
      remarkable service record, completing more than 765,000
      flights and carrying more than 125 million customers.

   -- Achieving its $1.4 billion in annual labor savings target by
      reaching permanent labor savings agreements with the Air
      Line Pilots Association (ALPA), the Aircraft Mechanics
      Fraternal Association (AMFA), the Aircraft Technical Support
      Association (ATSA), the International Association of
      Machinists and Aerospace Workers (IAM), the Northwest
      Airlines Meteorologists Association (NAMA) and the Transport
      Workers Union of America (TWU).  The company also completed
      multiple rounds of salaried and management employee pay and
      benefit cuts, and the needed flight attendant labor cost
      savings.

b) Employees

   -- Safeguarding the hard-earned pensions of our employees, a
      top priority for the airline in 2006.  Northwest worked
      closely with union leadership and the Congress on a
      solution, the Pension Protection Act, which preserved
      pension benefits for the 73,000 Northwest pension plan
      participants.  "We believed fervently that saving our
      pension plans was the right thing to do for our employees
      and we never wavered from that commitment," Steenland said.

   -- Further empowering its employees as well as sharing the
      financial success of Northwest with them.  The airline has
      formed 45 employee involvement teams in order to solicit
      employee input on programs ranging from fuel conservation to
      customer service.  In addition to the unsecured claims in
      Northwest's bankruptcy proceedings received by the company's
      unions as part of collective bargaining agreements,
      Northwest will distribute approximately $44 million through
      its profit sharing and performance incentive payments as
      well as through special holiday payments.

c) Customers

   -- Delivering efficient service to its customers as evidenced
      by the U.S. Department of Transportation statistics for the
      first eleven months of 2006.  Northwest ranked first in
      fewest mishandled bags and fewest customer complaints,
      second in on-time arrivals and third in completion factor
      among its peer group of the six network airlines.

   -- Expanding international service to meet the needs of
      customers.  In 2006, Northwest re-established its daily
      nonstop Minneapolis/St. Paul - London and WorldGateway at
      Detroit - Paris service and increased service during the
      summer from Seattle to its Tokyo hub.  In addition,
      Northwest and joint venture partner KLM announced several
      new routes, scheduled to begin in 2007.  The new routes
      Northwest will operate include Hartford-Amsterdam, Detroit-
      Brussels, and Detroit-Dusseldorf. Northwest will also expand
      Detroit-Amsterdam, Boston-Amsterdam and Detroit-Frankfurt           
      service.

   -- Making the travel experience smoother for customers.
      Northwest introduced an "open boarding" process to reduce
      the amount of time customers spend boarding their flights.
      The airline also implemented food enhancements during the
      year including the reintroduction of meal choices in
      domestic first class, providing customers with healthier
      meal options.

   -- Responding to customers' desire for efficient flight check-
      in.  To better serve customers traveling throughout its
      global network, Northwest expanded its Internet check-in
      options on http://www.nwa.com/by adding a "fax my boarding  
      pass" feature for trans-Atlantic and trans-Pacific
      customers.  In 2006, 81% of Northwest's customers checked in
      for their flights over the Internet or at one of 1,100 self-
      service check-in kiosks worldwide.  Northwest continues to
      offer check-in kiosks in more locations than any other
      airline.

                            Plan Update

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Northwest and 13 of its direct and indirect subsidiaries filed
with the U.S. Bankruptcy Court for the Southern District of New
York an amended disclosure statement describing their First
Amended Joint and Consolidated Chapter 11 Plan of Reorganization.

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.

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.

                       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 any distribution.

                     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.


OPTIMUM INSURANCE: A.M. Best Says Financial Strength is Fair
------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B-
(Fair) and assigned issuer credit ratings of "bb-" to Optimum
Insurance Company and its wholly owned subsidiary, Optimum Farm
Insurance Inc (both of Montreal, Canada).

A.M. Best has also upgraded the FSR to B- (Fair) from C++
(Marginal) and assigned an ICR of "bb-" to Optimum West Insurance
Company (Vancouver, Canada).

In addition, A.M. Best has assigned an ICR of "ccc+" to Optimum
General Inc. (Montreal, Canada) [TSX:OGI.A].  The outlook for all
ratings is stable.

The rating affirmations reflect Optimum Insurance's elevated
underwriting leverage and historically adverse operating
performance.  These negative rating factors are partially offset
by Optimum Insurance's improved underwriting results in recent
years, a conservative investment profile and favorable reserve
development.  Optimum Farm maintains favorable underwriting
leverage measures and positive operating results.

Optimum West, which now carries the group ratings, has been
impacted by adverse prior year underwriting results that have
strained its profitability.  The adverse results were mainly due
to reserve strengthening from prior accident years and an
unfavorable ruling concerning leaky condominiums in British
Columbia.  In recent years, management has focused on improving
profitability through stricter underwriting guidelines, better
risk selection and cancellation of unprofitable brokers.  
Indications are favorable as Optimum West has reported improvement
in underwriting performance, operating earnings and reserve
development.

The ratings for Optimum West also consider the strategic role it
plays in the Optimum family as well as the financial support and
flexibility it is afforded as a member of Optimum General Inc.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


OWNIT MORTGAGE: Brings In Pachulski Stang as Bankruptcy Counsel
---------------------------------------------------------------
Ownit Mortgage Solutions Inc. obtained authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Pachulski Stang Ziehl Young Jones & Weintraub as its bankruptcy
counsel.

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Pachulski Stang is expected to:

   a) advise the Debtor on the requirements of the Bankruptcy
      Code, the federal rules of Bankruptcy Procedure, the Local
      Bankruptcy Rules and the reqyuirements of the U.S. Trustee
      pertaining to the administration of the estate;

   b) prepare motions, applications, answers, orders, memoranda,
      reports and papers, etc. in connection with the
      administration of the estate;

   c) protect and preserve the estate by prosecuting and defending
      actions commenced by or against the Debtor and analyzing,
      and preparing necessary objections to, proofs of claims
      filed against the estate;

   d) investigate and prosecute preference, fraudulent transfer,
      and other actions arising under the Debtor's avoiding
      powers; and

   e) render other advice and services as the Debtor may require
      in connection with its chapter 11 case.

Ira D. Kharasch, Esq., and Linda F. Cantor, Esq., a Pachulski
Stang partner, will be the primary attorneys for the Debtor's
case.  Ms. Cantor disclosed that she will bill the Debtor $475 per
hour for her services while Mr. Kharasch will bill $625 per hour.

The Debtor disclosed that it has paid the firm a $250,000
prepetition retainer.

Ms. Cantor assured the Court that her firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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


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

As published in the Troubled Company Reporter on Feb. 8, 2007, the
Debtor told the Court that it is required to comply with a variety
of state laws and regulations applicable to the mortgage lenders.  
The Debtor expects the firm's advisory services with respect to
these issues.  The firm is also routinely required to address the
Debtor's labor and employment issues.

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

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

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

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

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

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


PACIFIC LUMBER: Can Sell Calif. Property to River View for $1.25MM
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas granted authority to Pacific Lumber Company to sell its
California property to River View Terrace LLP for $1,250,000.

River View has made a $25,000 Initial Earnest Money Deposit with
an escrow agent.  River View agrees to increase the Deposit to
$75,000 upon the execution of the Sale Agreement.  

At the Closing, the Deposit, including any interest, will be
applied to the Purchase Price.

At the Closing, these items will be paid from the proceeds of the
sale:

   -- All closing costs, if any,

   -- All title insurance or other costs of sale charged to River
      View as provided for in the Sale Agreement; and

   -- Any unpaid ad valorem taxes on the Property, subject to any
      pro rations in the Sale Agreement.

All other proceeds of the sale will be paid to PALCO and will be
held in a segregated, interest bearing account until an agreement
for disposition is reached between PALCO, on the one hand, and  
Marathon Structured Finance Fund, LP, and LaSalle Business Credit
LLC on the other.

                      The California Property

The Pacific Lumber Company owns two adjacent tracks of real
property in Humboldt County, California.  The Property consists
of a 37.37-acre Track and an adjacent 2-acre Track, southeast of
Fortuna, California.

The California Property is comprised of two acres farmstead with
an old uninhabited house and out building, 20 acres of restocked
timber, and 17 acres of bottom pasture land.

Jeffrey L. Schaffer, Esq., at Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, P.C, in San Francisco, California, asserted that
the Property is in a non-strategic location.  Given its rural
location and the absence of necessary services to the site,
internal development of the Property is not considered a good
option, Mr. Schaffer adds.  Thus, the Property has been marketed
since July 2004.

River View Terrace LLP then offered to buy the Property in 2005
for $1,250,000.  PALCO and River View subsequently entered into
an Amended and Restated Purchase and Sale Agreement dated
Jan. 7, 2005.

                     Other Terms and Conditions

All property taxes, assessments, rents and other expenses and
revenues of the Property will be prorated between the parties.

During the Contingency Period, River View and its agents will be
provided access to the Property, to inspect the Property and
conduct tests and surveys and to verify certain matters.

River View agreed to indemnify, defend and hold harmless PALCO
from all damages, claims, demand and liabilities, which may be
asserted against the Property.

According to Mr. Shaffer, the sale is conditioned on River View
securing the annexation of the Property by the city of Fortuna,
thus ensuring necessary services for development of the Property.

                             Objections

(1) Creditors Committee

The Official Committee of Unsecured Creditors opposed the
proposed sale, citing that PALCO had not obtained a current
appraisal of the Property and had failed to provide sufficient
information to enable the Committee to determine if the sale is in
the best interests of creditors.  

(2) U.S. Trustee

Charles F. McVay, the United States Trustee for Region 19,
contended that PALCO has failed to give parties in interest
sufficient notice of the proposed sale.

Rule 2002(a)(2) of the Federal Rules of Bankruptcy Procedure
requires that creditors and parties-in-interest be given at least
20 days' notice of a sale of property of the estate, the U.S.
Trustee pointed out.

Furthermore, PALCO failed to support its premise that the purchase
price was a reasonable offer based on the fair market value of the
property, Mr. McVay added.

                        About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 5, http://bankrupt.com/newsstand/or    
215/945-7000).


PLUM POINT: Power Sales Deals Prompt Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed the B1 ratings of Plum Point
Energy Associates first lien credit facilities under review for
possible upgrade.  

The facilities include:

   -- an approximate $350 million (originally $423 million) first
      lien term loan,

   -- $102 million synthetic letter of credit facility, and
    
   -- $50 million revolving credit facility.

The review is prompted by PPEA's recent execution of long term
power sales agreements for all of its anticipated output from the
Plum Point Power Project.

"PPEA's execution of long term agreements for the sale of all of
its capacity from Plum Point significantly reduces credit risk for
the first lien lenders" says Moody's Vice President/Senior Analyst
Laura Schumacher.

"The project is still in the early stages of construction, so
completion risk remains a factor in the rating; however, once
operational, the Project should benefit from a significantly more
predictable stream of cash flows," Ms Schumacher.

Plum Point is a 665 MW coal-fired power generating facility under
construction in Osceola, Arkansas.  PPEA is managing construction
of the project and owns an interest in 378 MW of the facility.  
The remainder of the Plum Point Project interests are owned, 147
MW by the Missouri Joint Municipal Electric Utility Commission, 50
MW by the East Texas Electric Cooperative, Inc., 50MW by Empire
District Electric Company and 40 MW by the Municipal Energy Agency
of Mississippi after exercise of its purchase option.

Over the past several months, PPEA has increased the percentage of
Plum Point capacity that will be sold under long term contract
from 20% to 100%.  PPEA has executed power sales agreements with
Empire for 50 MW, with South Mississippi Electric Power Authority
for 200 MW, with the Missouri Joint Municipal Electric Utility
Commission for the benefit of certain of its members for 50 MW and
with Southwestern Electric Cooperative, Inc. for 78 MW.  

The contracts provide for fixed capacity payments, a pass-through
of fuel and fuel transportation and a pass-through of fixed and
variable operating expenses on a pro-rata basis.  This effectively
eliminates merchant market exposure as an ongoing risk factor and
should result in a relatively predictable stream of cash flows.

Of the four power purchasers with which PPEA has recently
contracted, only one, representing approximately 13% of sales, is
rated by Moody's.  The remaining power purchasers are electric
co-operatives or municipal power agencies.

In general, Moody's has found that due to the "all requirements"
nature of the arrangements that these power providers have with
their members coupled with their ability to raise rates without
state commission regulatory review, co-operatives and municipal
power agencies tend to have higher ratings than investor owned
utilities.

Since the initial closing in March 2006, there has been an
approximate $70 million reduction in the amount of PPEA first lien
facilities which is a result of MEAM exercising its 40 MW purchase
option as well as PPEA's termination of the natural gas put
options that previously were utilized to effectively hedge
approximately 50% of PPEA's revenues over the life of the credit
facilities.  

Although PPEA's total debt to capital ratio has improved slightly,
its projected cash flow metrics, for example funds from operation
as a percentage of total debt outstanding, as well as cash flow
coverage of mandatory debt service are now slightly weaker over
the life of the credit facilities than PPEA's original base case
given the lower contracted prices versus higher expected merchant
prices.  More importantly though, predictability of cash flows has
improved and, considering the long term nature of the power
purchase agreements, refinancing risk has been significantly
reduced.

Plum Point is still in the early stages of construction by Plum
Point Power Partners, a joint venture of Gilbert Central Corp.,
Overland Contracting Inc. and Zachry Construction Corp., under a
fixed-price turn-key EPC agreement with joint and several parent
guarantees.  Construction is approximately 5% complete and is
scheduled to be on-line by the spring of 2010.

The review for upgrade will continue due diligence on the new PPEA
project counter parties and co-owners and will consider the
Project's overall progress towards operation.  It is possible that
any resulting ratings upgrade could be for more than one notch.

PPEA is owned 70% by affiliates of LS Power and 30% by funds
managed by Energy Investors Funds.  In September 2006, LS Power
reported that it had agreed to merge various affiliates, including
the entities that own and manage PPEA, with Dynegy Inc., into a
new company which would be held 40% by LS Power.  The combined
company will have more than 20,000 MW of generation facilities and
approximately 7,600 MWs in various stages of development,
including Plum Point.

Moody's views Dynegy Inc.'s experience in the sector and the
strategic advantages of the combined entity as generally positive
factors.  Moody's is of the opinion that the proposed ownership
change would not have a negative impact on the credit rating of
the PPEA.


RALI SERIES: Moody's Rates Class B Certificates at Ba1
------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by RALI Series 2007-QO1 Trust, and ratings
ranging from Aaa to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by adjustable-rate option arm Alt-A
mortgage loans.  The securitization was originated by Homecomings
Financial, LLC, and various other originators, none of which
originated more than 10% of the mortgage loans.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, and excess spread.  Moody's expects
collateral losses to range from 1.00% to 1.20%.

Primary servicing will be provided by Homecomings Financial, LLC.
and GMAC Mortgage, LLC. Residential Funding Company, LLC will act
as master servicer.  Moody's has assigned Homecomings its top
servicer quality rating of SQ1 as a primary servicer of prime
loans and a servicer quality rating of SQ2+ as a primary servicer
of subprime loans.  Furthermore, Moody's has assigned GMAC-RFC its
top servicer quality rating of SQ1 as master servicer.

These are the rating actions:

   * RALI Series 2007-QO1 Trust

   * Mortgage Asset-Backed Pass-Through Certificates, Series 2007-
     QO1

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


RESMAE MORTGAGE: Organizational Meeting Scheduled Tomorrow
----------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in ResMAE Mortgage Corp. 's chapter 11 case
tomorrow, Feb. 20, 2007, 11:00 a.m., at Room 5209, J. Caleb Boggs
Federal Building, 844 North King Street, in Wilmington, Delaware.

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

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

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

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

                     About ResMAE Mortgage

Based in Brea, California, ResMAE Mortgage Corporation --
http://www.resmae.com/-- is a subsidiary of ResMAE Financial  
Corporation, a specialty finance company engaged in the business
of originating, selling, and servicing subprime residential
mortgage loans.  The company serves the needs of borrowers who do
not conform to traditional "A" credit lending criteria due to
credit history, debt to income ratios, or other factors.  It has
regional processing centers nationwide, including Northern and
Southern California, Texas, New Jersey, Illinois, Florida and
Hawaii.

ResMAE Mortgage filed for chapter 11 protection on February 12,
2007 (Bankr. D. Del. Case No. 07-10177).  Daniel J. DeFranceschi,
Esq. and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of more than $100 million.


ROCK-TENN: Earns $15.1 Million in Fourth Quarter Ended Dec. 31
--------------------------------------------------------------
Rock-Tenn Company reported net income of $15.1 million on net
revenues of $533.9 million for the three-month period ended
Dec. 31, 2006, compared to a net loss of $9 million on net
revenues of $490.4 million for the same quarter in 2005.

Net income for the prior year quarter included pre-tax
restructuring and other costs of $1.0 million.

Net sales for the first quarter of fiscal 2007 increased 8.9% to
$533.9 million, an increase of $43.5 million from the first
quarter of fiscal 2006.

Rock-Tenn Chairman and Chief Executive Officer James A. Rubright
commented, "Our first quarter earnings reflect improved results
across each of our business segments.  Our Paperboard segment
results reflect much better industry conditions producing higher
margins and operating rates for our coated recycled paperboard
mills and much better performance of our bleached paperboard mill
in the quarter that includes its annual maintenance outage.  The
steps we have taken to consolidate folding carton plants following
the Gulf States acquisition and to optimize operations across our
network of plants resulted in much better performance in our
Packaging Products segment."

                   Financing and Income Taxes

The company's net debt was $761.9 million at Dec. 31, 2006,
compared to $788.8 million at Sept. 30, 2006, and $874.6 million
at Dec. 31, 2005.  The company's Credit Agreement Debt/EBITDA
ratio was 3.31 times as of Dec. 31, 2006.

The company has reduced its net debt by $186.8 million from the
pro-forma level of $948.7 million following the Gulf States
acquisition.  At the time of the acquisition in June 2005, Rock-
Tenn had targeted a goal of reducing net debt $180 million by
September 2007.

The company's first quarter fiscal year 2007 effective tax rate
was 29%, lower than the 35% effective tax rate the company expects
for the full year, primarily due to the recognition of R&D tax
credits aggregating $1 million.  Rock-Tenn's first quarter fiscal
year 2006 included deferred tax expense of $1.4 million from a tax
law change in Quebec.

Net cash provided by operating activities in the first quarter of
fiscal 2007 was $32.3 million compared to net cash provided by
operating activities of $14.9 million in the prior year quarter.

As reported in the Troubled Company Reporter on Feb. 5, 2007, the
company acquired the remaining 40% minority interest in GSD
Packaging LLC that it did not own for $32 million, giving
Rock-Tenn sole ownership of the company.

                        About Rock-Tenn

Rock-Tenn Company (NYSE: RKT) -- http://www.rocktenn.com/-- is a  
leading manufacturer of packaging products, merchandising displays
and bleached and recycled paperboard.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Standard & Poor's Ratings Services revised its outlook on Rock-
Tenn Company to stable from negative.  At the same time, S&P
affirmed all its ratings including its BB corporate credit rating
on the company.


SAN JUAN CABLE: $100 Million Dividend Cues Moody's to Cut Rating
----------------------------------------------------------------
Moody's Investors Service lowered San Juan Cable's corporate
family rating to B3 from B2 with a stable outlook as a result of
the reported $100 million dividend to the equity sponsor and
consequent increase in leverage to over 9x debt-to-EBITDA.

In addition, Moody's lowered the probability of default rating to
B3.  The B1, LGD2, 29% first lien rating and the Caa1, LGD5, 75%
second lien rating  have been affirmed although LGD rates have
changed primarily as a result of the increase in subordinated debt
at the holding company.

The corporate family rating also considers San Juan's low fixed
charge coverage and expectations that the company will remain cash
flow neutral through 2007.  San Juan has been challenged by
negative economic factors in Puerto Rico and remains vulnerable to
geographic concentration and lack of scale.

Moreover, Moody's is concerned by management's timing regarding
the return of such a sizable amount of equity capital so soon
after the initial acquisition given the execution risk regarding
the rollout of high speed data, advanced video services and
telephony in the near term.  However, Moody's still believes the
potential for cash flow growth, the attractive asset value of San
Juan's upgraded network in a relatively less competitive market
and primarily success based capital expenditures should support
the ratings.

Ratings lowered:

   -- B3 Corporate Family Rating, from B2
   -- B3 Probability of Default Rating, from B2

Ratings affirmed:

   -- B1, LGD2, 29% Senior Secured 1st Lien Term Loan

   -- B1, LGD2, 29% Senior Secured 1st Lien Revolving Credit
      Facility

   -- Caa1, LGD5, 75% Senior Secured 2nd Lien Term Loan

   -- Stable Outlook

San Juan Cable is the leading provider of cable television
services in Puerto Rico with approximately 140,000 subscribers.
Its LTM revenue through Sept. 30, 2006, was approximately $132
million.


SCHOONER TRUST: Moody's Rates $1.069 Mil. Class K Certs. at B2
--------------------------------------------------------------
Moody's Investors Service has assigned ratings to certificates
issued by Schooner Trust Commercial Mortgage Pass-Through
Certificates, Series 2007-7:

   -- Aaa to the $167.0 million Class A-1 Certificates due
      February 2022,

   -- Aaa to the $214.0 million Class A-2 Certificates due
      February 2022,

   -- Aa2 to the $9.5 million Class B Certificates due February
      2022,

   -- A2 to the $8.6 million Class C Certificates due February
      2022,

   -- Baa2 to the $10.835 million Class D Certificates due
      February 2022,

   -- Baa3 to the $2.138 million Class E Certificates due     
      February 2022,

   -- Ba1 to the $3.207 million Class F Certificates due February
      2022,

   -- Ba2 to the $1.603 million Class G Certificates due February
      2022,

   -- Ba3 to the $1.603 million Class H Certificates due February
      2022,

   -- B1 to the $1.069 million Class J Certificates due February
      2022,

   -- B2 to the $1.069 million Class K Certificates due February
      2022,

   -- B3 to the $1.603 million Class L Certificates due February
      2022,

   -- NR to the $5.345 million Class M Certificates due February
      2022,

   -- Aaa to the $ * million Class XP Certificatesdue February
      2022, and

   -- Aaa to the $ * million Class XC Certificates due February
      2022.

* Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include its high percentage of less risky
asset classes, 37.3% of the pool; full or partial recourse for
48 loans and the creditor friendly legal environment in Canada.  
In addition, the pool has a relatively high property grade of 1.6.

Moody's concerns include the concentration of the pool, as the top
ten loans represent 41.8% of the pool and lower diversification
than that of the majority of recent conduit transaction rated by
Moody's in Canada.  Moody's loan-to-value ratio is 91.1% on a
weighted average basis.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinions regarding the transaction only.  Upon a conclusive review
of the final version of all the documents and legal opinions,
Moody's will endeavor to assign a definitive rating to the Notes.
A definitive rating may differ from a provisional rating.


SIERRA PACIFIC: Completes Mortgage Pact with Successor Trustees
---------------------------------------------------------------
Sierra Pacific Power Company has satisfied and completed the
discharge of its Indenture of Mortgage, dated as of Dec. 1, 1940,
with U.S. Bank National Association and Gerald R. Wheeler, as
successor trustees.

The lien of the First Mortgage Indenture constituted a first
priority lien on substantially all of the company's utility
property in Nevada and California and secured the company's
obligations with respect to the bonds issued under the First
Mortgage Indenture.

The company said that all of the bonds outstanding under the
First Mortgage Indenture were retired as of Nov. 29, 2006 and all
filings necessary to make effective the release of the lien of the
First Mortgage Indenture were completed as of Jan. 30, 2007.  Upon
the satisfaction and discharge of the First Mortgage Indenture,
the company's General and Refunding Mortgage Indenture, dated as
of May 1, 2001, with The Bank of New York, as trustee, became a
first priority lien on substantially all of the company's utility
property in Nevada and California.

                       About Sierra Pacific

Headquartered in Las Vegas, Nevada, Sierra Pacific Resources
(NYSE: SRP) -- http://www.sierrapacificresources.com/ -- is a  
holding company whose principal subsidiaries, Nevada Power Company
and Sierra Pacific Power Company, are electric and electric and
gas utilities, respectively.  Sierra Pacific Resources also holds
relatively modest non-utility investments through other
subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service's downgraded its Ba2 Corporate
Family Rating for Sierra Pacific Resources to Ba3.


SOLUTIA INC: Wants CEO's Annual Pay Increased by $325,000
---------------------------------------------------------
Solutia Inc. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to
increase the annual salary of their chairman, president and chief
executive officer, Jeffry N. Quinn, from $500,000 to $825,000.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that increasing Mr. Quinn's salary is critical to
Solutia's ability to sustain its improved business performance
and maximize the value of its estates.

Under Mr. Quinn's leadership, Solutia has achieved strong
financial and operating results each year.  Among others, since
the beginning of 2004,

  (i) Solutia's sales have increased by approximately 23%,
      despite shutting down several businesses,

(ii) its earnings before interest and taxes (EBIT) has increased
      nearly five-fold, and

(iii) Earnings Before Interest, Taxes, Depreciation, Amortization
      and Restructuring Costs (EBITDAR) figure has more than
      doubled.

Since becoming CEO in May 2004, Mr. Quinn and his executive team
have consistently increased Solutia's enterprise value despite
the challenges of operating in Chapter 11, ever-increasing raw
material costs, and a devastating 2005 hurricane season.  In
addition to his duties as CEO, Mr. Quinn has led Solutia's
restructuring efforts.

Solutia's Board of Directors is concerned that Mr. Quinn may
consider other employment opportunities because of his below-
market salary and overall compensation.

On Aug. 7, 2006, the Board, and its Executive Compensation and
Development Committee of the Board met to discuss an increase on
Mr. Quinn's base salary and other executive compensation issues.

During the meeting, Hal E. Wallach, Jr., a principal at Mercer
Human Resource Consulting, explained that his firm's analysis
showed that Solutia's executive compensation, especially at the
CEO level, was not competitive.  

As a result, the ECDC recommended, and the Board approved,
increasing Mr. Quinn's annual salary from $500,000 to $825,000.

Based on Mercer's analysis, Mr. Quinn's new salary is slightly
below the median for chief executive officers at comparable
chemical companies, and approximately $69,000 below the median
salary for chief executive officers of similarly sized companies
in Chapter 11.

Mr. Wallach clarifies that the proposed salary increase for
Mr. Quinn does not attempt to address the fact that he has not
received a raise since he became CEO in May 2004, or that his
direct compensation during that period has missed the market
median for CEOs at comparable chemical companies by a cumulative
of $4,100,000.

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 Amend Severance Deals with Seven Officers
---------------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
amend the severance provisions in employment contracts for
chairman, president and chief executive officer, Jeffry N. Quinn,
and six other senior executives.

The Executive Compensation and Development Committee of Solutia's
Board of Directors has concluded that it needed to amend the
severance provisions for Mr. Quinn and six other members of his
new management team because the current severance provisions are
not consistent with the current market practices and do not
provide sufficient incentives given the various paths to
emergence that Solutia is pursuing.

At the ECDC's request, Mercer Human Resource Consulting
recommended that Solutia amend the severance provisions for the
Senior Executives on these terms:

   (a) If terminated and no change in control has occurred, the
       executive will receive two times base salary and bonus,
       based on an average of the most recent three years, plus
       the existing emergence bonus; and

   (b) If terminated or resigns and a change of control has
       occurred, the executive will receive three times base
       salary and bonus, the existing emergence bonus, an
       accelerated vesting of equity, and a potential tax gross-
       up.

The severance modifications will bring Solutia's employment
agreements for senior executives more in line with typical market
practices, Hal E. Wallach, Jr., a principal at Mercer, tells the
Court.

A copy of employment agreement, as modified by the severance
provisions, is available for free at:

               http://researcharchives.com/t/s?19f2

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: Philip Lochner Resigns from Board
----------------------------------------------
Solutia Inc. senior vice president, general counsel and
secretary Rosemary L. Klein disclosed in a regulatory filing with
the Securities that Philip R. Lochner Jr., a member of the Board
of Directors, resigned as director effective as of Jan. 31, 2007.  

Mr. Lochner's decision to resign was not due to any disagreement
with Solutia on any matter relating to its operations, policies
or practices, Ms. Klein said.

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).


STRUCTURED ASSET: Moody's Rates Class II-B-5 Certificates at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Structured Asset Mortgage Investments II
Trust 2007-AR1 and ratings ranging from Aaa to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate, negative
amortization Alt-A mortgage loans.  The Group I collateral was
originated by SouthStar Funding, LLC, Countrywide Home Loans,
Inc., and various other originators, none of which originated more
than 10% of the mortgage loans.

The Group II collateral was originated by SouthStar Funding, LLC,
ACT Mortgage Capital, Opteum Financial Services, and various other
originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans and on protection against credit losses from
subordination, excess spread, and overcollateralization.  Moody's
expects collateral losses to range from 1.10% to 1.30% for Group I
and collateral losses to range from 1.00% to 1.20% for Group II.

Countrywide Home Loans Servicing LP and EMC Mortgage Corporation
will service the mortgage loans and Wells Fargo Bank, National
Association will act as master servicer.  Moody's has assigned
servicer quality ratings of SQ1 and SQ2 to Countrywide and EMC,
respectively, as servicers of prime mortgage loans.  Moody's has
also assigned Wells Fargo its top servicer quality rating of SQ1
as a master servicer of mortgage loans.

These are the rating actions:

   * Structured Asset Mortgage Investments II Trust 2007-AR1

   * Mortgage Pass-Through Certificates, Series 2007-AR1

                    Class I-A-1, Assigned Aaa
                    Class I-A-2, Assigned Aaa
                    Class I-A-3, Assigned Aaa
                    Class I-X,   Assigned Aaa
                    Class I-B-1, Assigned Aaa
                    Class I-B-2, Assigned Aa1
                    Class I-B-3, Assigned Aa1
                    Class I-B-4, Assigned Aa2
                    Class I-B-5, Assigned Aa3
                    Class I-B-6, Assigned A1
                    Class I-B-7, Assigned A2
                    Class I-B-8, Assigned Baa1
                    Class I-B-9, Assigned Baa2
                    Class II-A-1, Assigned Aaa
                    Class II-A-2, Assigned Aaa
                    Class II-A-3, Assigned Aaa
                    Class II-B-1, Assigned Aa1
                    Class II-B-2, Assigned Aa3
                    Class II-B-3, Assigned A3
                    Class II-B-4, Assigned Baa1
                    Class II-B-5, Assigned Ba2


TARGA RESOURCES: Initial Public Offering Grosses $380.8 Million
---------------------------------------------------------------
Targa Resources Partners LP closed the initial public offering of
19,320,000 of its common units at $21.00 per unit.  The number of
units issued at closing included 2,520,000 additional common units
subject to the underwriters' over-allotment option.  Net proceeds
received by Targa Resources Partners from the sale of these units
were approximately $380.8 million.

The net proceeds from this offering, together with borrowings
under a credit facility established by Targa Resources Partners,
were used to retire intercompany indebtedness owed to Targa
Resources, Inc.  Targa then applied these funds to the retirement
in full of its $700 million Senior Secured Bridge Loan due
Oct. 31, 2007.

The common units offered to the public represent approximately
61.4% of the outstanding equity of Targa Resources Partners.  
Targa indirectly owns the remaining equity interests in Targa
Resources Partners.

Citigroup, Goldman, Sachs & Co., UBS Investment Bank and Merrill
Lynch & Co. acted as joint book-running managers of the offering.  
A. G. Edwards, Credit Suisse, Lehman Brothers and Wachovia
Securities acted as senior co-managers and Raymond James, RBC
Capital Markets and Sanders Morris Harris acted as co-managers for
the offering.

A copy of the final prospectus related to the offering may be
obtained from the offices of:

   (i) Citigroup Global Markets Inc.
       Brooklyn Army Terminal
       Attn: Prospectus Delivery Department
       140 58th Street
       Brooklyn, New York 11220
       Telephone (718) 765-6732;

  (ii) Goldman, Sachs & Co.
       85 Broad Street
       New York, NY 10004
       Fax (212) 902-9316

(iii) UBS Securities LLC
       Prospectus Department
       299 Park Avenue
       New York, N.Y., 10171
       Telephone (212) 821-3000;
           
  (iv) Merrill Lynch & Co.
       4 World Financial Center
       Attention: Prospectus Department
       New York, NY 10080
       Telephone (212) 449-1000

                 About Targa Resources Partners

Headquartered in Houston, Texas, Targa Resources, Inc. (Nasdaq:
NGLS) -- http://www.targaresources.com/-- is an independent  
midstream energy company formed in 2003 by management and Warburg
Pincus, the global private equity firm and a leading energy
investor, to pursue gas gathering, processing and pipeline asset
acquisition opportunities.

                          *     *     *

Targa Resources, Inc.'s 8.5% Senior Unsecured Notes due 2013 carry
Moddy's Investors Service's B3 rating and Standard & Poor's B-
rating.


TOWERS AT CAPITOL: Investor Files Notice of Default
---------------------------------------------------
Joseph Mohamed enterprises Inc. filed a notice of default on
Feb. 14, 2007, against the Towers at Capitol Mall condominiums,
the Sacramento Business Journal reports.

The Towers project is owned jointly by John Saca through his Saca
Towers LLC and the California Public Employees' Retirement System
or CalPERS.  CalPERS had committed $100 million for the project.

Citing Saca's representative, the Sacramento Business Journal
relates that Joseph Mohamed is owed $22 million although the
original loan was made through First Bank and Trust for
$21 million.  Mr. Mohamed purchased the note from First Bank early
this month.

Including the Mohamed loan, a total of $35 million is already owed
on the project and several liens have been filed by companies that
have done ground work at the site, SBJ further relates.

SBJ reports that according to Mr. Saca, payments for the loan was
due last December but they didn't have enough funds to pay it.  
Although a six-month extension was offered, it wasn't accepted.

SBJ quotes a CalPERS spokesman as saying that CalPERS is waiting
for Mr. Saca to reorganize his financing on the project.  SBJ also
relates, citing a source, that CalPERS had delivered $25 million
of its $100 million commitment.

Towers at Capitol Mall -- http://www.sactowers.com/-- is a  
2.1 million square foot project includes 800 condo units, a
230-room InterContinental Hotel, restaurants, 1,200 parking
spaces, the area's largest health club and spa, and amenities such
as valet parking, dry cleaning, use of the hotel's concierge and
24-hour room service.  It sits on 2.5 acres and could be the
tallest concrete structure in the western United States.


UNIVISION COMMS: Fitch May Junk Rating on Proposed $1.5 Bil. Loan
-----------------------------------------------------------------
Fitch expects to downgrade the Issuer Default Rating for Univision
Communications Inc.'s to 'B' from 'BB' and expects to rate the
proposed financings as:

   -- $750 million revolving senior secured credit facility due
      2014 'B+/RR3';

   -- $7 billion senior secured term loans due 2014 'B+/RR3';

   -- $500 million second lien term loan due 2009 'B-/RR5'; and

   -- $1.5 billion senior unsecured notes due 2015 'CCC+/RR6'.

The expected ratings actions reflect material increases in the
company's debt post closing of the $14 billion merger agreement
with a private equity group that includes Madison Dearborn
Partners, Providence Equity Partners, Texas Pacific Group, Thomas
H. Lee Partners and Saban Capital Group.

Fitch expects to downgrade the ratings of the approximately
$950 million of existing outstanding notes to 'B+/RR3' from 'BB'.
Fitch expects the 3.5% notes due 2007 and the 3.875% notes due
2008 to be paid down utilizing a $450 million committed delay-draw
bank facility that, per the company, is intended to be used to
refinance such notes.  In addition, the company expects to divest
certain non-core music and radio assets, and the proceeds will be
well in excess of the amount required to pay down the $500 million
second lien term loan.

The assignment of these ratings is pending closing and review of
the final transaction documentation.  Fitch also expects that the
Negative Rating Watch will be resolved and the Outlook will then
be Stable.

Concerns include Fitch's expectations for weak pro forma metrics
over the intermediate term, event risk related to the company's
on-going disputes with content provider Grupo Televisa S.A., and
decreased operating and financial flexibility as a result of the
transaction.  The rating is supported by the company's strong
market position in U.S. Spanish-language television, favorable
demographic trends of target Spanish-language audience, and
Fitch's expectations for continued strong operating performance
over the intermediate term.  The expected Stable Outlook is based
on the company's stable operating performance over the past few
years and liquidity that will include $750 million of revolver
availability, no principal amortization on the term loans for the
first three years, and a Paid-In-Kind interest option on the
company's $1.5 billion senior note offering.

Fitch estimates interest coverage in the 1.5x - 2x range over the
intermediate term with leverage approximating 12x at the time of
the closing.  Assuming proceeds and FCF is used for debt
repayment, Fitch expects leverage to improve to the 8x range by
2009 from asset sales and continued strong operating performance.

The expected ratings also incorporate event risk related to the
company's on-going disputes with content provider Grupo Televisa
who last year claimed a material breach by Univision of the
Programming License Agreement.  The company receives content for
approximately 40% of its broadcast hours from Televisa through the
PLA that extends through 2017.  Since June 2005, the two companies
have filed several lawsuits and counter-claims including
Televisa's claim of a material breach of the PLA by Univision that
was filed February 2006.

While the outcome of these claims are uncertain, Fitch believes
the relationship between these entities has clearly been strained
and the outcome of this dispute increases event risk and
re-financing risk for lenders and is a negative rating factor
despite all currently contemplated debt offerings maturing prior
to the 2017 PLA expiration.

Fitch expects the company to continue its strong operating
performance with high-single digit revenue growth very likely over
the intermediate term.  Due to cost cuts over the last two years,
Fitch believes the company's operating leverage has improved and
should result in mid-double digit EBITDA growth.  The company's
audience reach has typically not resulted in a commensurate share
of advertising revenue for the company and while Fitch does not
believe the entire shortfall will be materially bridged over the
intermediate term, the recent inclusion into the Nielsen Ratings
Index and the upcoming elimination of the Hispanic-only Index
should benefit the company and support Fitch's growth
expectations.

The recovery ratings and notching reflect Fitch's recovery
expectations under a distressed scenario.  Univision's recovery
ratings reflect Fitch's expectation that the enterprise value of
the company, and hence, recovery rates for its creditors, will be
maximized in a restructuring scenario, rather than a liquidation.
The 'B+' rating for the secured facilities reflects Fitch's
expectations for 51%-70% recovery under a bankruptcy scenario.  
The 'B-' rating on the second lien term loan reflects Fitch's
expectations of 11%-30% recovery under a bankruptcy scenario while
the 'CCC+' rating on the company's senior unsecured note offering
reflects Fitch's expectations for de minimis recovery prospects
due to its position in the capital structure.


US AIRWAYS: PAR Sells 6.5 Million Shares of Stock
-------------------------------------------------
PAR Investment Partners, L.P., US Airways Group Inc.'s largest
shareholder, has sold a total of 6.5 million shares of its
13.5 million shares of US Airways stock as part of its portfolio
diversification strategy.  PAR was an original investor in US
Airways' merger with America West in September of 2005 and
subsequently acquired additional shares in early 2006 in two
private transactions.

After this sale, PAR Investment Partners will remain one of US
Airways' largest investors and US Airways will remain the largest
position within PAR's investment portfolio.  In addition, PAR
Capital Management Vice President Edward Shapiro will retain his
seat on the US Airways' Board of Directors.

"US Airways has created significant value for its shareholders and
we remain optimistic about the Company's future. However, at this
juncture, it is prudent for us to liquidate a portion of our
investment in order to diversify our portfolio," Paul Reeder,
President of PAR Capital Management, said.

"We have tremendous respect for the management team at
US Airways and are pleased with the merger integration efforts
thus far," Mr. Shapiro added.  "US Airways has a solid business
plan and a strong balance sheet, and I look forward to continuing
to serve on the Board."

"PAR was the first investment firm to recognize the potential of
the US Airways/America West merger and played a key role in
allowing us to attract the investment necessary to complete the
transaction," Chairman and CEO Doug Parker said.  "We couldn't be
more pleased to see them realize a significant return on that
investment.  In addition, we have benefited greatly, and will
continue to benefit, from Ed Shapiro's presence on our
Board.  Ed has been a part of the aviation community for nearly 20
years and has tremendous analytical insight into industry
fundamentals.  We value his presence and look forward to his
continued strategic counsel."

                       About US Airways

Headquartered in Tempe, Arizona, US Airways Group Inc.'s --
http://www.usairways.com/-- primary business activity is the  
ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                            *     *     *

As reported in Troubled Company Reporter on Feb. 1, 2007, Standard
& Poor's Ratings Services affirmed its ratings on US Airways
Group. and its major operating subsidiaries America West Holdings
Corp., America West Airlines Inc., and US Airways Inc., including
the 'B-' corporate credit ratings.  The ratings were removed from
CreditWatch, where they were placed with developing implications
on Nov. 15, 2006.  The outlook is now positive.


USEC INC: Moody's Puts Ratings on Review and May Downgrade
----------------------------------------------------------
Moody's Investors Service placed USEC's ratings (B1 corporate
family rating) under review for possible downgrade.

The review results from concerns over the challenging cost
pressures the company faces from:

    a) higher energy costs,

    b) the substantial spending requirements in 2007 and 2008 to
       fund the Lead Cascade development, testing for the
       centrifuge project and commercial plant construction
       ($340 million expected in 2007) as well as

    c) the significant increase in the overall capital costs to
       bring the American Centrifuge Plant project into commercial
       operation (plus approximately 35% to $2.3 billion).

The review also reflects the approximate 1 year delay to
commencement of commercial operations (late 2009) and reaching
production levels of approximately 3.8 million SWU (2012) given
the likelihood of further energy cost pressures and contracting
cash flow generation from operations as currently configured and
the change in the competitive landscape as the Louisiana Energy
Services enrichment plant is expected to begin initial operations
in 2009.

Moody's review will focus on the milestone timetable with the
Department of Energy, the timing and likelihood of the
demonstration plant being operable in the summer of 2007 as now
anticipated, and the financing plans and timing of execution for
construction of the commercial plant.  The review will also
incorporate analysis of USEC's cost base, particularly the energy
cost component and volatilities that exist, together with the
anticipated portfolio realizations for SWU prices.  USEC's sources
of liquidity will be a further important component of the review
given the significant increase in expenditures anticipated for
2007 and 2008 for the continued development and testing of the
centrifuge plant.

On Review for Possible Downgrade:

Issuer: USEC Inc.

    * Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently B1

    * Probability of Default Rating, Placed on Review for Possible
      Downgrade, currently B1

    * Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently B3

Outlook Actions:

Issuer: USEC Inc.

    * Outlook, Changed To Rating Under Review From Stable

Headquartered in Bethesda, Maryland, USEC is a leading global
supplier of low enriched uranium to nuclear power plants and is
the exclusive executive agent for the US Government under the
Megatons to Megawatts program with Russia.  The company had
revenues of $1.8 billion in 2006.


VALASSIS COMMS: Expects to Get $590 Mil. from Sr. Notes Offering
----------------------------------------------------------------
Valassis Communications Inc. intends to offer senior unsecured
notes that are expected to generate $590 million of gross
proceeds.

The proceeds of these notes are expected to be used to finance
the company's pending acquisition of ADVO Inc., refinance
approximately $125 million of outstanding ADVO debt and pay
related fees and expenses.  The consummation of the note offering
is contingent upon the consummation of the ADVO acquisition.  The
notes will be offered to qualified institutional buyers under Rule
144A and to persons outside the United States under Regulation S.

The company said that the notes to be offered have not been
registered under the Securities Act of 1933, as amended, and will
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements.

Headquartered in Livonia, Michigan, Valassis Communications Inc.
(NYSE: VCI) -- http://www.valassis.com/-- provides marketing  
services to consumer-packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
United States, Europe, Mexico and Canada.  Valassis' products and
services portfolio includes: newspaper-delivered promotions and
advertisements such as inserts, sampling, polybags and on-page
advertisements; direct-to-door advertising and sampling; direct
mail; Internet-delivered marketing; loyalty marketing software;
coupon and promotion clearing; and promotion planning and analytic
services.  Valassis subsidiaries include Valassis Canada,
Promotion Watch, Valassis Relationship Marketing Systems, LLC
and NCH Marketing Services Inc.


VALASSIS COMMS: Moody's Rates Proposed $590 Million Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Valassis
Communications, Inc.'s proposed $590 million of fixed and floating
rate senior unsecured notes due 2015.

Moody's February 12, 2007 rating action on Valassis contemplated
the issuance of $590 million of junior debt in conjunction with
the acquisition of ADVO and the company's existing ratings are not
affected by the issuance of the new senior unsecured notes.

Valassis' Corporate Family rating is B1 and the rating outlook
remains stable.

Ratings Assigned:

Issuer: Valassis Communications, Inc.

    * Guaranteed Senior Unsecured Regular Bond/Debenture,
      Assigned B3 (LGD5-79)

Valassis Communications, Inc., headquartered in Livonia, Mich.,
offers a wide range of promotional and advertising products
including newspaper advertising and inserts, shared mail,
sampling, targeted marketing, coupon clearing and consulting and
analytic services.  Annual revenue will approximate $2.5 billion
upon completion of the ADVO acquisition.


VICORP RESTAURANTS: Moody's Junks Rating on Senior Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service downgraded VICORP Restaurants, Inc.'s
corporate family rating to B3 from B2 and the senior unsecured
notes to Caa1 from B3.

At the same time, the SGL-3 speculative grade liquidity rating was
affirmed and the rating outlook was moved to negative.  VICORP
operates and franchises family-style restaurants under the brand
names Village Inn and Bakers Square.

Moody's previous rating action on VICORP was March 25, 2004 when a
B2 corporate family rating was assigned.  A B3 senior unsecured
notes rating and SGL-2 speculative grade liquidity rating were
also assigned at that time.

The downgrade of the corporate family rating to B3 reflects the
continuation of weak operating trends which has resulted in
steadily deteriorating credit metrics over the past several years.
Same store sales were negative for the second consecutive year as
menu management and menu price increases have been unable to
offset declining guest traffic levels that have plagued the entire
family dining category.  With the existing store base struggling,
revenue growth has been largely driven by company-operated unit
expansion.  Top-line growth will likely be limited in fiscal 2007,
however, as new additions are expected to be 8-10 restaurants this
year, down sharply from the 27 new locations in fiscal 2006.  From
a metrics standpoint, debt-to-EBITDA has risen above 7x with
EBIT-to-interest falling well below 1x as of fiscal year ended
November 2, 2006.

The negative outlook encompasses the ongoing challenges in the
current operating environment and VICORP's limited prospects for a
near-term rebound in performance.  The outlook also reflects
concern regarding the company's liquidity position given that the
continuation of negative free cash flow generation could result in
larger, more permanent borrowings under the unrated $30 million
revolving line of credit.

Ratings downgraded with a negative outlook:

   -- Corporate family rating to B3 from B2 and probability of
      default rating to B3 from B2

   -- Senior unsecured notes maturing in 2011 to Caa1, LGD4, 62%
      from B3, LGD4, 62%

Ratings affirmed with a negative outlook:

   -- Speculative grade liquidity rating at SGL-3

VICORP Restaurants, Inc., headquartered in Denver, Colorado,
operated and franchised 404 family dining restaurants as of Nov.
2, 2006.  Revenues for fiscal 2006 totaled approximately $466
million.


W.R. GRACE: Taps Fragomen Del Rey as Special Immigration Counsel
----------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ
Fragomen, Del Rey, Bernsen & Loewy, LLP, as their special
immigration counsel pursuant to Sections 327(e) and 330 of the
Bankruptcy Code.

Since 1996, Fragomen Del Rey and certain of its partners and
affiliates have rendered legal services to the Debtors in
connection with various immigration and related matters.

The Debtors retained Fragomen as an ordinary course professional
in their bankruptcy cases.  Since April 2001, Fragomen has billed
the Debtors $587,808 in fees and $150,967 in expenses, Laura
Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, LLP, in Wilmington, Delaware, discloses.

The Debtors need to retain an immigration counsel but hiring
another counsel would disrupt their businesses and would make
them incur duplicative costs, Ms. Jones contends.  The Debtors
will also need to expend time and expenses to replicate
Fragomen's ready familiarity with the intricacies of their
business operations, and immigration and nationality needs.

As immigration counsel, Fragomen will advise and represent the
Debtors with respect to all immigration and nationality matters,
including:

   (a) the transfer of intra-company employees;

   (b) the hiring of foreign nationals; and

   (c) the processing of various petitions and applications with
       the appropriate governmental agencies to obtain temporary
       or permanent lawful status in the United States and other
       countries in the world.

The Debtors will pay $350 per hour for a Fragomen Partner and
$250 per hour for a Fragomen Associate.  The Debtors will also
reimburse Fragomen for any necessary out-of-pocket expenses.

Enrique Gonzalez III, Esq., a managing partner at Fragomen, Del
Rey, Bernsen & Loewy, LLP, in Coral Gables, Florida, assures the
Court that his firm does not represent any interest adverse to
the Debtors and their estates and thus, is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Gonzalez discloses that Fragomen represents The Chase
Manhattan Bank, now known as J.P. Morgan Chase & Co., the agent
for the Debtors' prepetition bank credit facility, in a number of
current immigration matters unrelated to the Debtors' Chapter 11
Cases.

Fragomen has also represented many of the Debtors' other
creditors, equity interest holders and other parties-in-interest
in on U.S. and global immigration matters though none of those
representations has or will involve the Debtors, Mr. Gonzalez
says.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.

PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  The Debtors' filed their
Chapter 11 Plan and Disclosure Statement on Nov. 13, 2004.  On
Jan. 13, 2005, they filed an Amended Plan and Disclosure
Statement.  The hearing to consider the adequacy of the Debtors'
Disclosure Statement began on Jan. 21, 2005.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 23,
2007.  The PI Estimation Trials will begin on June 12, 2007.
At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  (W.R.
Grace Bankruptcy News, Issue No. 124; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


W.R. GRACE: Inks Pact Disallowing JPMorgan's Duplicative Claims
---------------------------------------------------------------
In March 2003, JPMorgan Chase Bank, N.A., filed several proofs of
claim against W.R. Grace & Co. and its debtor-affiliates:

   -- Claim No. 9159 for amounts the Debtors owe pursuant to the
      364-Day Credit Agreement, dated May 5, 1999;

   -- Claim No. 9168 for amounts the Debtors owe pursuant to the
      Credit Agreement, dated May 14, 1998; and

   -- two additional claims against each of the Debtors for
      amounts they owe under the Credit Agreements.

Under the Debtors' Amended Joint Plan of Reorganization, all
claim filed against any of the Debtors will be deemed filed
against the deemed consolidated Debtors and will be deemed one
claim.

The Debtors believe that the two Additional Claims filed against
them are duplicative of Claim Nos. 9159 and 9168.

To give the Debtors the administrative convenience of minimizing
duplicate claims, the parties stipulate that Claim Nos. 9159 and
9168 will remain JPMorgan's sole claims against the Debtors.

The parties also agree to disallow and expunge Claim Nos. 8616-
8620, 8723-8726, 9124-9158, 9160-9167, 9169-9172, 9194-9207,
9271, 9423-9472, and 9476 for all purposes.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.

PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  The Debtors' filed their
Chapter 11 Plan and Disclosure Statement on Nov. 13, 2004.  On
Jan. 13, 2005, they filed an Amended Plan and Disclosure
Statement.  The hearing to consider the adequacy of the Debtors'
Disclosure Statement began on Jan. 21, 2005.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 23,
2007.  The PI Estimation Trials will begin on June 12, 2007.
At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  (W.R.
Grace Bankruptcy News, Issue No. 124; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WCI COMMUNITIES: Retains Goldman Sachs as Advisor
-------------------------------------------------
WCI Communities, Inc. has retained Goldman Sachs & Co. to assist
the Board and senior management in a thorough review of the
company's business plans, capital structure, and growth prospects,
with the objective of enhancing the company's value for all of its
shareholders.

"Our Board of Directors is committed to maximizing value for all
WCI shareholders," Don E. Ackerman, Chairman of the Board, said.  
"Consistent with that commitment, we have asked our financial
advisors to help us identify financial, strategic, and operational
alternatives through a systematic and comprehensive review
process.  The Board will evaluate the options that result from
this process and determine whether to pursue any of those options
based on their potential to deliver shareholder value."

"During 2007, we expect our company to generate about $1 billion
of free cash flow, in large part from the collection of our tower
receivables, which will enable us to dramatically reduce our
debt," Jerry Starkey, President and CEO commented.  "We also are
exploring the disposition of certain assets, which would further
increase liquidity and reduce leverage.  Once our receivables are
collected and our debt is reduced, we believe our ability to
enhance shareholder value through a variety of strategic
alternatives, including additional stock repurchases and
potentially the sale of our company, will be greatly improved."

"We hope that over the months required to implement the above
measures that overall demand for housing in our markets and across
the country will begin to firm and display signs of improvement,"
Mr. Starkey continued.  "Our finished lot and tower site inventory
positions us well when the demand does materialize.  In the
meantime, we will continue implementing our strategic plan to
maximize cash flow, reduce overhead expenses, lower direct
construction costs and operate more efficiently through this
period of lower consumer demand.  The strength of the national
economy and the powerful boomer demographics of WCI's typical
consumer point to an eventual rebound in demand and excellent long
term prospects for the business, notwithstanding today's cyclical
trough."

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(NYSE:WCI) -- http://www.wcicommunities.com/-- builds traditional  
and tower residences in communities since 1946.  WCI caters to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers traditional and tower home choices.

WCI generates revenues from its Prudential Florida WCI Realty
Division, its mortgage and title businesses, and its recreational
amenities, well as through land sales and joint ventures.  It
currently owns and controls land on which the company plans to
build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities Inc. to 'B+' from 'BB-'.  Concurrently,
the rating on roughly $650 million of subordinated debt was
lowered to 'B-' from 'B'.  The outlook remains negative.


WINN-DIXIE STORES: IRS Wants Objection to $88.8MM Claims Rejected
-----------------------------------------------------------------
The U.S. Internal Revenue Service asks the U.S. Bankruptcy Court
for the to:

   (i) overrule the objection of Winn-Dixie Stores Inc. and its
       debtor-affiliates to its claims valued at $88.8 million;

  (ii) dismiss the refund requests to the extent the claims for
       refund have not been filed with the IRS;

(iii) deny the Debtors' request to order a refund; and

  (iv) rule on the Reorganized Debtors' tax liabilities for the
       years requested.

As reported in the Troubled Company Reporter on Jan. 4, 2006, the
IRS filed 78 proofs of claim in the Reorganized Debtors' Chapter
11 cases, 29 of which have been disallowed by prior Court orders.
Claim No. 13607 asserts $88,832,315, of which $52,062,370 is
alleged to be secured.

According to Ms. Jackson, the Reorganized Debtors have been in
negotiations with the IRS regarding their tax liabilities for the
2000 through 2004 tax years.  Based upon their discussions, the
parties have agreed that:

   (x) the IRS is owed an additional $8,786,660 for the 2000 tax
       year;

   (y) the IRS owes the Debtors a refund of $1,273,443 for the
       2001 tax year; and

   (z) the IRS owes the Debtors a refund of $91,504 for the 2002
       tax year.

The parties, however, have not yet reached an agreement regarding
the Debtors' tax liabilities for the 2003, 2004 and 2005 tax
years.

The Reorganized Debtors maintain that they overpaid the IRS in
2003 by $1,905,516, and that they owe the IRS no additional
monies for the 2004 tax year.  Furthermore, based upon net losses
incurred in the 2004 and 2005 tax years, the Reorganized Debtors
assert that they are entitled to refunds for four tax years:

                 Tax Year      Asserted Refunds
                 --------      ----------------
                   1994           $6,293,764
                   1995           $5,454,892
                   2002             $161,155
                   2003          $27,633,986

The Reorganized Debtors also asserted that they are owed $397,230
for a 2005 fuel tax credit.

Deborah M. Morris, Esq., trial attorney of the U.S. Department of
Justice, Tax Division, in Washington, D.C., asserts that all of
the proofs of claim filed by the IRS have some common components,
but they are not duplicative.

The IRS holds claims against 23 of the individual debtors,
majority of which represent the Reorganized Debtors' joint
liability resulting from consolidated income tax returns for tax
years 2000 to 2003.  The IRS claim amounts currently range from
$87,906,032 to $89,648,401.

During the pendency of their bankruptcy proceedings, the Debtors
and IRS were negotiating a settlement of the 2000, 2001, and 2002
income tax liabilities.  However, Ms. Morris notes, no agreement
had been reached on any tax years.

Ms. Morris adds that any proposed settlement of certain tax years
would be subject to review by the Congressional Joint Committee
on Taxation pursuant to 26 U.S.C. Section 6405.  No review has
been made to date, she says.

Since the Reorganized Debtors have already initiated litigation
concerning the tax liabilities, the authority to settle those
liabilities now lies solely with the DOJ Tax Division, and not
with the IRS, Ms. Morris states.  Any negotiations held between
the Reorganized Debtors and the IRS are now irrelevant, she says.

Furthermore, Ms. Morris contends that the Court lacks
jurisdiction to determine whether the Reorganized Debtors are
entitled to refunds for four tax years.  Even if they were
entitled to tax refunds, it would be inappropriate to refund the
Debtors while they still owe the IRS amounts in excess of the
refunds they are claiming, she avers.

Ms. Morris also asserts that placing an administrative hold on
the asserted refunds does not violate the automatic stay, citing
In Citizens Bank v. Strumpf, 516 U.S. 16 (1985).

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).

D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.

When the Debtors filed for protection from their creditors, they
listed $2,235,557,000 in total assets and $1,870,785,000 in total
debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's Joint
Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged from
bankruptcy on Nov. 21, 2006.

(Winn-Dixie Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WP EVENFLO: Moody's Places Corporate Family Rating at B2
--------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
WP Evenflo Holdings, Inc.

WP Evenflo Holdings, Inc. is a holding company that owns all the
stock of Evenflo Company, Inc.  Moody's also assigned a B1 rating
to WP Evenflo Holdings, Inc.'s $160 million of first lien senior
secured credit facilities and a Caa1 rating to its $45 million
second lien senior secured term loan.  Proceeds from the credit
facilities combined with $103 million of preferred and common
equity will be used to fund Weston Presidio's acquisition of the
company for approximately $268 million.

The ratings outlook is stable.

These ratings were assigned:

   * WP Evenflo Holdings, Inc.

      -- Corporate family rating at B2;

      -- Probability-of-default rating at B2;

      -- $40 million senior secured revolving credit facility due
         2012 at B1, LGD3, 34%;

      -- $120 million first lien senior secured term loan due 2013
         at B1, LGD3, 34%; and

      -- $45 million second lien senior secured term loan due 2014
         at Caa1, LGD5, 80%.

The B2 rating is driven by Evenflo's leveraged profile with pro
forma credit metrics largely consistent with the B/Caa ratings
categories.

Pro forma debt to EBITDA is expected to slightly exceed 7.0x at
closing, classifying approximately 50% of preferred equity of
Evenflo's indirect parent as debt, and EBITA interest coverage is
about 1.0x.  All financial metrics incorporate Moody's standard
analytical adjustments.

The ratings also reflect material qualitative risks, including
substantial customer concentration, the mature nature of the
juvenile/infant product category, competition from well
capitalized companies, and its somewhat narrow, albeit
significantly improved, operating margins.  

Additional concerns include the potentially high cost associated
with product recalls, general product liability risk, and the
potential media influence on brand equity.  Notwithstanding these
concerns, the rating favorably considers Evenflo's leading
position as a seller of infant and juvenile products with number
one and two positions in many product categories, a comprehensive
product portfolio that addresses a variety of infant/juvenile
needs, strong brand recognition among expectant mothers,
improvements in operating performance over the last few years,
long-standing relationships with key retail customers, and organic
growth opportunities with existing customers and internationally,
notably in Mexico.

The stable ratings outlook reflects Moody's expectation that
revenue growth and productivity initiatives will translate into
improved earnings, such that Evenflo's debt to EBITDA will decline
below 7.0 times for FY 2007.  

The outlook also reflects Moody's expectation that the company
will sustain at least breakeven cash flow FY 2007 despite
significantly higher interest expense.

Headquartered in Vandalia, Ohio, Evenflo is a leading provider of
infant and juvenile products to key retailers such as Toys "R" Us,
Wal-Mart, Target, and K-Mart.  The company operates under one
operating segment and products are classified within four
different categories: car seats, on-the-go, feeding, and playtime.
Revenues were $326 million for the LTM ended September 2006.


* BOND PRICING: For the week of February 12 -- February 16, 2007
----------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     0
Amer & Forgn Pwr                      5.000%  03/01/30    65
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    67
Anvil Knitwear                       10.875%  03/15/07    72
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     0
Autocam Corp.                        10.875%  06/15/14    28
Bank New England                      8.750%  04/01/99     4
Bank New England                      9.500%  02/15/96    17
Bank New England                      9.875%  09/15/99     9
Better Minerals                      13.000%  09/15/09    75
Burlington North                      3.200%  01/01/45    59
Budget Group Inc                      9.125%  04/01/06     0
Calpine Corp                          4.000%  12/26/06    64
Cell Therapeutic                      5.750%  06/15/08    69
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     4
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    41
Dal-Dflt09/05                         9.000%  05/15/16    63
Dana Corp                             5.850%  01/15/15    73
Dana Corp                             6.500%  03/01/09    75
Dana Corp                             7.000%  03/15/28    74
Dana Corp                             7.000%  03/01/29    73
Dana Corp                             9.000%  08/15/11    72
Decode Genetics                       3.500%  04/15/11    75
Delco Remy Intl                       9.375%  04/15/12    29
Delco Remy Intl                      11.000%  05/01/09    32
Delta Air Lines                       2.875%  02/18/24    60
Delta Air Lines                       7.700%  12/15/05    58
Delta Air Lines                       7.900%  12/15/09    61
Delta Air Lines                       8.000%  06/03/23    61
Delta Air Lines                       8.300%  12/15/29    62
Delta Air Lines                       9.250%  12/27/07    61
Delta Air Lines                       9.250%  03/15/22    59
Delta Air Lines                       9.750%  05/15/21    58
Delta Air Lines                      10.000%  08/15/08    61
Delta Air Lines                      10.125%  05/15/10    61
Delta Air Lines                      10.375%  02/01/11    60
Delta Air Lines                      10.375%  12/15/22    61
Delta Mills Inc                       9.625%  09/01/07    14
Deutsche Bank NY                      8.500%  11/15/16    71
Dov Pharmaceutic                      2.500%  01/15/25    70
Dura Operating                        8.625%  04/15/12    31
Dura Operating                        9.000%  05/01/09     7
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     12.750%  04/01/06     0
E.Spire Comm Inc                     13.000%  11/01/05     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Food Center                    11.000%  04/15/05     2
Encysive Pharmacy                     2.500%  03/15/12    69
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     1
Fedders North AM                      9.875%  03/01/14    63
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    73
Finova Group                          7.500%  11/15/09    29
GB Property Fndg                     11.000%  09/29/05    57
Global Health Sc                     11.000%  05/01/08     4
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    31
Home Prod Intl                        9.625%  05/15/08    31
Insight Health                        9.875%  11/01/11    28
Insilco Hldg Co                      14.000%  08/15/08     0
Iridium LLC/CAP                      10.875%  07/15/05    27
Iridium LLC/CAP                      11.250%  07/15/05    29
Iridium LLC/CAP                      13.000%  07/15/05    29
Iridium LLC/CAP                      14.000%  07/15/05    31
IT Group Inc.                        11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    22
Kaiser Aluminum                      12.750%  02/01/03     3
Kellstrom Inds                        5.500%  06/15/03     4
Kellstrom Inds                        5.750%  10/15/02     4
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp                            9.780%  01/15/20     0
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         8.800%  07/01/10    27
Kmart Funding                         9.440%  07/01/18    15
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    68
LTV Corp                              8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    67
MRS Fields                            9.000%  03/15/11    68
National Steel Corp                   8.375%  08/01/06     0
National Steel Corp                   9.875%  03/01/09     0
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
NorthPoint Comm                      12.875%  02/15/10     0
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
Nutritional Src                      10.125%  08/01/09    63
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     5
Oscient Pharm                         3.500%  04/15/11    68
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     4
Outboard Marine                      10.750%  06/01/08     6
Pac-West-Tender                      13.500%  02/01/09    32
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                    12.375%  08/01/08     9
Pegasus Satellite                    12.500%  08/01/07     9
Pegasus Satellite                    13.500%  03/01/07     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     8
PCA LLC/PCA FIN                      11.875%  08/01/09     3
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    37
Primus Telecom                        8.000%  01/15/14    56
Primus Telecom                       12.750%  10/15/09    74
PSINET Inc                           10.000%  02/15/05     0
PSINET Inc                           10.500%  12/01/06     0
PSINET Inc                           11.500%  11/01/08     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp                        6.500%  09/01/04     5
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    10
S3 Inc                                5.750%  10/01/03     0
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    71
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      8.700%  10/07/08    42
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.200%  03/22/08    53
United Air Lines                      9.210%  01/21/17    11
United Air Lines                      9.300%  03/22/08    57
United Air Lines                      9.350%  04/07/16    41
United Air Lines                      9.560%  10/19/18    58
United Air Lines                      9.760%  12/31/49     4
United Air Lines                     10.020%  03/22/14    54
United Air Lines                     10.110%  02/19/49    53
United Air Lines                     10.125%  03/22/15    57
United Air Lines                     10.850%  02/19/15    53
Universal Stand                       8.250%  02/01/06     0
Chic East Ill RR                      5.000%  01/01/54    71
US Air Inc.                          10.250%  01/15/49     1
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  07/15/49     1
US Air Inc.                          10.550%  01/15/49     0
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.800%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     7
Werner Holdings                      10.000%  11/15/07     9
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Wheeling-Pitt St                      5.000%  08/01/10    75
Winstar Comm Inc                     12.750%  04/15/10     0
Winstar Comm                         14.000%  10/15/05     0
Xerox Corp                            0.570%  04/21/18    42

                             *********

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

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

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

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

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

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

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

                             *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, 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 ***