TCR_Public/070220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 20, 2007, Vol. 11, No. 43

                             Headlines

ACE SECURITIES: Moody's Rates Class M-10 Certificates at Ba1
ACUMENT GLOBAL: Moody's Holds Corporate Family Rating at B2
ADELPHIA COMM: Bondholders Oppose 2007 Employee Incentive Program
ADELPHIA COMM: Bondholders Want IPO Material Information Disclosed
ADELPHIA COMMS: Court Sets March 26 as Admin. Claims Bar Date

ADVENTRX PHARMACEUTICALS: Inks Amended License Agreement with USC
AEGIS ASSET: Loss Cues Moody's to Junk Rating on Class B1 Certs.
ALICE DAVIS: Case Summary & 11 Largest Unsecured Creditors
ALLIED HOLDINGS: Nikos Hecht Raises Equity Stake in AHI to 9.91%
ALLIED HOLDINGS: Asks Court to Move Plan Filing Period to April 25

AMERICAN COMMERCIAL: S&P Withdraws BB- Corporate Credit Rating
AMERIPATH INC: Parent Issues $125 Million Senior Unsecured Notes
ANNANDALE QUARRIES: Case Summary & 19 Largest Unsecured Creditors
APPLICA INC: Inks Definitive Merger Agreement with Salton Inc.
AMERICAN SEAFOODS: Soliciting Consents for 11-1/2% Senior Notes

ASPEN TECHNOLOGY: Faces Nasdaq Delisting Due to Late 10-Q Filing
BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba2
BRICOLAGE CAPITAL: IRS Wants Chap. 11 Case Dismissed or Converted
BRUCE WERNER: Case Summary & Three Largest Unsecured Creditors
CATHOLIC CHURCH: Portland Files Amended Joint Plan & Disclosure

CITIGROUP MORTGAGE: Moody's Rates Class M-11 Certificates at Ba2
CLAYMONT STEEL: Completes New $80 Million Refinancing Program
COHR HOLDINGS: High Leverage Spurs S&P's B Corporate Credit Rating
COMPASS MINERALS: Dec. 31 Stockholders' Deficit Narrows to $65.1MM
COMPLETE RETREATS: Court OKs Sale of Dominican Property for $940K

COMPLETE RETREATS: Grand Summit Property Sale for $260,000 Okayed
COMPLETE RETREATS: Court Approves Intagio Settlement Agreement
CREDIT SUISSE: Moody's Junks Rating on Class I-B-3 Certificates
CREDIT SUISSE: Moody's Rates Class 1-B-1 Certificates at Ba2
CSFB HOME: Moody's Puts Ba2 Rating on Class B-3 Certificates

DATAMETRICS: Losses Prompt Davis Monk to Raise Going Concern Doubt
DAYTON SUPERIOR: Moody's Lifts Junked Corp. Family Rating to B3
DEUTSCHE ALT-A: Moody's Rates Class M-9 Certificates at Ba1
EMISPHERE TECH: Board Okays CEO Lewis Bender's Base Fee Increase
ESSENTIAL INNOVATION: Peterson Sullivan Raises Going Concern Doubt

ESTERLINE TECH: Moody's Cuts Senior Notes' Rating to B1 from Ba3
ESTERLINE TECH: S&P Rates Proposed $150 Mil. Senior Notes at BB-
EXCAPSA SOFTWARE: Liquidator Accepting Claims Until March 22
FORUM HEALTH: Moody's Holds B1 Bond Rating, Removes from Watchlist
FOUNDATION COAL: S&P Affirms B Senior Unsecured Debt Rating

GALLATIN CLO: S&P Rates $15.5 Million Class B-2L Notes at BB
GATEHOUSE MEDIA: Moody's Rates Proposed $960 Mil. Facilities at B1
GENER8XION ENTERTAINMENT: Stonefield Raises Going Concern Doubt
GENERAL MOTORS: Collaborates With Colorado State on E85 Ethanol
GRANT FOREST: Moody's Downgrades Corporate Family Rating to B2

HARRINGTON HOLDINGS: S&P Junks Rating on $50 Mil. Senior Term Loan
HCA INC: Dec. 31 Balance Sheet Showed $11.24BB in Equity Deficit
HCA INC: Inconsistency Does Not Affect Debt Ratings Says S&P
HOSPITALITY PROPERTIES: S&P Rates $300 Mil. Preferred Share at BB+
HOST AMERICA: Posts $1.6 Million Net Loss in Quarter Ended Dec. 31

INDEPENDENCE I: Fitch Affirms B Rating on $50 Mil. Class B Notes
INDEPENDENCE II: Fitch Holds Junk Rating on $78 Mil. Class B Notes
INDEPENDENCE V: Fitch Holds Rating on $24 Mil. Pref. Shares at BB-
INTEGRATED ALARM: Moody's Holds B3 Rating on $125MM 2nd Lien Notes
JACK CARNEY: Case Summary & Seven Largest Unsecured Creditors

JP MORGAN: S&P Puts Low-B Ratings on Six Certificate Classes
KAMP RE: S&P Puts Junk Rated $190 Mil. Notes on Neg. CreditWatch
KANSAS CITY SOUTHERN: S&P Lifts Default Rating on Preferred Stock
KARA HOMES: Auction Sale on Four Subdivisions Slated for March 22
KB HOME: Fitch Retains BB- Rating on Senior Subordinated Debt

KERASOTES SHOWPLACE: $75 Mil. Loan Add-on Cues S&P to Hold Ratings
KNOLOGY INC: Standard & Poor's Rates Proposed $555 Mil. Loan at B
LEE COUNTY: S&P Places Rating on $85 Mil. Tax-Exempt Bonds at BB
LEHMAN XS: Moody's Rates Class WF-M7 Certificates at Ba2
LENOX GROUP: Obtains Waiver of $94 Mil. Credit & Loan Facilities

LESLIE'S POOLMART: Moody's Lifts Corporate Family Rating to B1
LEVEL 3: Unit Completes Offering of $1 Billion Senior Notes
LEVEL 3: Unit Launches Consent Solicitation for 12.25% Sr. Notes
LEVEL 3: Wants to Redeem $583 Mil. and EUR104 Mil. Senior Notes
MACDERMID INC: Moody's Junks Rating on $215 Million Senior Notes

MANHATTAN INVESTMENT: Bear Stearns Ordered to Repay $160 Million
MESABA AVIATION: ALPA Issues Statement on Job Security Agreement
MGM MIRAGE: Inks Partnership Agreement with Jeanco Realty
MORGAN STANLEY: S&P Lifts Rating on Class M Certs. to B from B-
NATIONAL CONSUMER: Trustee Wants Yoshikane as Real Estate Agent

NATIONSTAR HOME: Moody's Rates Class M-10 Certificates at Ba1
NEW CENTURY: Restates Financial Statements for Three Quarters
NORD RESOURCES: Plantinum's Buyout Plan Delayed Says Chairman
NORTH AMERICAN: Posts $4.7 Million Net Loss in Qtr. Ended Dec. 31
NORTHWEST AIRLINES: S&P Says Filed Disclosure Won't Affect Ratings

NVE INC: Committee Can Retain Thelen Reid as Substitute Counsel
NYLIM HIGH: Redemption of Notes Cues S&P to Withdraw Ratings
OCEANVIEW CBO: S&P Removes Neg. Watch on Junk Rated $21.5MM Debt
OWNIT MORTGAGE: Court Sets Feb. 22 Hearing in Mortgage Loans Sale
OWNIT MORTGAGE: Committee Selects Stutman Treister as Counsel

PACIFIC LUMBER: Court Affirms Interim Critical Vendors Claim Order
PACIFIC LUMBER: Rio Del City Wants Venue Moved to California Court
PARMALAT SPA: Inks EUR25 Mil. Settlement with Popolare di Milano
PARMALAT SPA: Sells Soccer Club to Tommaso Ghirardi for EUR30 Mil.
PENGE CORP: December 31 Balance Sheet Upside-Down by $358,860

POGO PRODUCING: Asset Sale Plan Spurs S&P's Developing CreditWatch
POLYPORE INT'L: Good Performance Prompts S&P's Revised Outlook
PRIMUS TELECOMMS: NY Court Denies Noteholders' Injunctive Relief
PROTECTION ONE: Moody's Holds Junk Rating on $110 Mil. Sr. Notes
PROTECTION ONE: S&P Puts B Rating on Proposed $125 Mil. Sr. Notes

QUEST MINERALS: Retains General Mining to Rehabilitate Pond Creek
RAILAMERICA INC: Completed Buyout Prompts S&P to Withdraw Ratings
RAPID PAYROLL: California Court Confirms Plan of Reorganization
READER'S DIGEST: Moody's Cuts Corp. Family Rating to B2 from Ba1
RELIANT PHARMA: Moody's Rates Corporate Family Rating at B2

RELIANT PHARMA: S&P Places Corporate Credit Rating at B+
RESMAE MORTGAGE: Court Sets March 5 Hearing on Sale of All Assets
REXNORD LLC: S&P Holds B Corp. Credit Rating and Revises Outlook
RITE AID: Prices Offerings of $1 Billion Senior Notes
RYERSON INC: Posts $4.4 Million Net Loss in Fourth Quarter of 2006

RYERSON INC: S&P Cuts Corporate Credit Rating to B+ from BB-
RYERSON INC: Harbinger Capital Comments on 2006 Financials
SACO I: Fitch Pares Rating on Class B-4 Certificates to B from BB
SAFEGUARD HOLDINGS: Involuntary Chapter 11 Case Summary
SALON MEDIA GROUP: Earns $306,000 in Quarter Ended December 31

SALTON INC: Inks Definitive Merger Agreement with Applica Inc.
SALTON INC: Posts $6.3 Million Net Loss in Quarter Ended Dec. 30
SCOTTISH RE: Hovde Capital Opposes MassMutual-Cerberus Proposal
SCOTTISH RE: Advisors Recommend 'Yes' Vote to MassMutual Deal
SEA CONTAINERS: Services Committee Taps Kroll as Financial Advisor

SEA CONTAINERS: Services Panel Selects Willkie Farr as Counsel
SELIGMAN QUALITY: Stockholders OKs Liquidation & Dissolution Plans
SIRIUS SATELLITE: Inks $13 Billion Merger Pact with XM Satellite
SIRIUS SATELLITE: SIRIUS Canada Comments on Parent & XM's Merger
SMARTIRE SYSTEMS: Amends Purchase Deal with Xentenial Holdings

SMART-TEK SOLUTIONS: Posts $97,167 Loss in Quarter Ended Dec. 31
SOUTH TEXAS: Case Summary & 20 Largest Unsecured Creditors
STANFIELD QUATTRO: Notes Redemption Cues S&P's Ratings Withdrawal
STRUCTURED ASSET: Moody's Rates Class B1 Certificates at Ba1
SUSQUEHANNA AUTO: Moody's Rates Class D Notes at Ba3

TARPON INDUSTRIES: AMEX To Continue Company Listing Until May 31
TERWIN MORTGAGE: S&P Junks Rating on Class B-8 Certificates
THERMOVIEW INDUSTRIES: Trustee Wants Cody Winchell as Accountant
THERMOVIEW INDUSTRIES: Court OKs Middleton as Trustee's Counsel
TK ALUMINUM: Proposes Amendments to Nemak Transaction Terms

TLC HEALTH: Weak Performance Prompts S&P's Negative Outlook
TOTAL PRIDE: Case Summary & 20 Largest Unsecured Creditors
TRC COS: Posts $23.8MM Net Loss for 2006 Fiscal Year Ended June 30
TYRINGHAM HOLDINGS: Court Approves Real Property Lease Rejection
UNITED RENTALS: Sells Traffic Control Biz to HTS for $68 Mil. Cash

UNIVISION COMMS: S&P Downgrades Corp. Credit Rating to B from BB-
VALASSIS COMMS: S&P Rates Proposed $590 Million Senior Notes at B-
VALLEY GAS: Case Summary & Largest Unsecured Creditor
VISTEON CORP: Posts $39 Million Net Loss in Fourth Quarter 2006
WAMU MORTGAGE: Fitch Rates $7.6 Million Class L-B-4 Certs. at BB

WCI STEEL: Will Pay $620,000 Environmental Hazard Penalty
WERNER LADDER: Wants Asset Sale Bidding Procedures Approved
WERNER LADDER: Asset Sale Prompts Extension of Exclusive Periods
WINGS INC: Case Summary & 20 Largest Unsecured Creditors
XM SATELLITE: Inks $13 Billion Merger Pact With SIRIUS Satellite

XM SATELLITE: SIRIUS Canada Comments on Parent & XM's Merger
ZIM CORP: Posts $507,117 Net Loss in Quarter Ended December 31

* Large Companies with Insolvent Balance Sheets

                             *********

ACE SECURITIES: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by ACE Securities Corp. Home Equity Loan
Trust, Series 2007-WM1 and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by WMC Mortgage Corp. originated
adjustable-rate and fixed-rate first lien and closed-end second
lien subprime mortgage loans.  The ratings are based primarily on
the credit quality of the loans, and on the protection from
subordination, overcollateralization, excess spread, and an
interest rate swap agreement provided by the Royal Bank of
Scotland plc.  Moody's expects collateral losses to range from
4.75% to 5.25%.

Countrywide Home Loans Servicing LP will service the loans and
Wells Fargo Bank N.A. will act as master servicer.  Moody's has
assigned Wells Fargo, Bank N.A. its top servicer quality rating of
SQ1as a master servicer.

These are the rating actions:

   * ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1

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


ACUMENT GLOBAL: Moody's Holds Corporate Family Rating at B2
-----------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and SGL-3 speculative grade liquidity rating of Acument Global
Technologies Inc, formerly known as TFS Acquisition Corp.

Moody's also downgraded the rating of the senior secured term loan
to B2 from B1.

The outlook is stable.

The rating actions follow the company's report that it will sell
its aerospace business, Cherry Aerospace LLC, and apply the cash
proceeds to the repayment of the $194 million senior secured notes
and to a distribution to the equity sponsor.

The affirmation of the B2 corporate family rating reflects Moody's
expectation that Acument will remain fairly leveraged after the
disposal of Cherry, given the somewhat weaker business profile,
and will continue to generate modest free cash flow.  

The rating agency recognizes that the disposal of the aerospace
division associated with the senior notes redemption has a
positive impact on leverage and coverage metrics, with 2006
pro-forma adjusted debt/EBITDA reducing to 4.2 from 4.7 and
EBITDA/adjusted interest improving to 3.3 from 2.5.  

However, Moody's cautions that Acument will lose the contribution
of a high-margin, strong cash flow generative and soundly
performing segment, which provided some business diversity.  
Though free cash flow is roughly unchanged by the proposed
transactions for proforma 2006 - the loss of Cherry's free cash
flow being offset by significantly lower interest expense -- there
is in Moody's view some risk that going forward the company's free
cash flow weakens or becomes more volatile due to the higher
dependence on the challenging automotive sector.

In case the company experiences a significant decline in revenues
and margins due to more difficult conditions in the automotive
segment, or generates negative free cash flow or announces a
material debt-funded acquisition or further cash distributions to
shareholders, the corporate family rating or the outlook are
likely to face negative pressures.  Positive rating pressures
could materialize if the company significantly enhances its
margins and FCF/debt approaches 10%.

The downgrade to B2 of the US$325 million senior secured term loan
rating takes into account the change in the company's capital
structure after the repayment of the $194 million notes and
Moody's revised view of the expected loss for the term loan in the
event of default.  The rating agency had assigned the highest loss
absorption rate to the notes due to their junior position in the
capital structure.

Ratings affirmed:

   -- B2 corporate family rating and B2 probability of default
      rating

   -- SGL-3 speculative grade liquidity rating

Rating downgraded:

   -- $325 million senior secured term loan due 2013 to B2, LGD3,
      45%) from B1, LGD3, 35%

Acument, headquartered in Troy, Michigan, is a global provider of
integrated fastening solutions and offers a broad range of
fastening technologies, including fasteners, engineered assemblies
and automation equipment.  Acument results from the acquisition of
the fastening systems business of Textron Inc by an affiliate of
Platinum Equity Advisors LLC in August 2006.  Revenues for the
year ended Dec. 31, 2005 totaled approximately $1.8 billion.


ADELPHIA COMM: Bondholders Oppose 2007 Employee Incentive Program
-----------------------------------------------------------------
The Bondholders of Adelphia Communications Corp. and its debtor-
affiliates ask the Honorable Robert E. Gerber of the U.S.
Bankruptcy Court for the Southern District of New York to deny the
ACOM Debtors and its Official Committee of Unsecured Creditors'
request to implement the 2007 Key Employee Retention Program.

As reported in the Troubled Company Reporter on Feb, 13, 2007, the
ACOM Debtors and the Creditors Committee sought authority from the
U.S. Bankruptcy Court for the Southern District of New York to
implement an incentive and retention program for certain key
employees who remain employed by the Debtors after confirmation of
the ACOM Debtors' Modified Fifth Amended Joint Chapter 11 Plan.

Under the terms of the 2007 KERP, the ACOM Debtors seek to
provide incentives to the Covered Employees to remain in the
their employ through the end of May 2007, and in a few cases
through the end of July 2007.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, related that the Covered Employees continue to face
uncertainty regarding their employment.  This uncertainty,
occasioned by the appeal and subsequent stay of the Confirmation
Order, likely will cause a mass exodus of the Covered Employees at
a critical juncture, Ms. Chapman asserted.

On behalf of the ACC Bondholder Group, Sylvia Mayer, Esq., at
Weil, Gotshal & Manges LLP, in New York, argues that there is no
evidence that the ACOM Debtors' proposed key employee retention
and incentive program is in the best interest of the estate and
the creditors.

The ACC Bondholder Group is comprised of holders or investment
advisors to certain holders of over $1,100,000,000 of notes and
debentures issued by Adelphia Communications Corp. in the
principal amount of $4,900,000,000,

Ms. Mayer states the courts in the Second Circuit in
Comm. of Equity Security Holders v. Lionel Corp. (In re Lionel
Corp.), 722 F.2d 1063, 1071 (2d Cir. 1983), hold that
transactions should be approved pursuant to Section 363(b) of the
Bankruptcy Code only when supported by evidence of a sound
business reason and management's sound business judgment.

Based upon the facts and analysis presented in the joint request
of the ACOM Debtors and the Official Committee of Unsecured
Creditors, the approval of the proposed 2007 KERP should be
denied because the need or basis for it was not sufficiently
explained, Ms. Mayer argues.

Ms. Mayer notes that the ACOM Debtors and the Creditors
Committee's primary contention is that, because the Modified
Fifth Amended Joint Chapter 11 Plan is not effective, the ACOM
Debtors need to retain certain personnel to complete a yearend
audit and prepare a Form 10-K for 2006 for filing with the
Securities and Exchange Commission by March 31, 2007.

It is unclear, Ms. Mayer notes, why the ACOM Debtors need to
retain a large number of staff, consisting of 46 individuals, to
work on a project that was started several months ago.

Ms. Mayer points out that the ACOM Debtors' executive vice
president and chief financial officer, Vanessa Wittman, testified
at the confirmation hearing in December 2006 that the ACOM
Debtors already had begun preparing their Form 10-K for 2006, and
by December 31, 2006, would have accrued $2,500,000 in expenses
related to the preparation.

Ms. Mayer argues that the ACOM Debtors and the Creditors
Committee have failed to disclose critical information necessary
to assess the reasonableness of their 2007 KERP proposal,
including:

   (i) the amount of work already completed with respect to the
       Form 10-K;

  (ii) the amount of expenses incurred to date;

(iii) the exact number of employees required to complete th
       project; and

  (iv) whether any of these employees would have been required to
       be retained, or would have voluntarily stayed, in any
       event.

Ms. Mayer contends that the Extended Employee Post-Closing
Incentive Program contemplates certain "Key Managers" to remain
employed through April or May 2007.  Moreover, there are 80
individuals currently employed by the ACOM Debtors who are not
covered by the proposed 2007 KERP, some of whom already are
scheduled to remain with the Debtors through July 31, 2007, she
adds.

Any delay caused by the ACC Bondholders' appeal to the
confirmation order approving the ACOM Debtors' Plan was
immaterial and was their lawful effort to assert their appellate
rights, Ms. Mayer contends.

The ACOM Debtors and the Creditors Committee have unjustifiably
attempted to blame the ACC Bondholders for the ACOM Debtors'
alleged need to retain personnel, in an apparent attempt to
further prejudice the ACC Bondholder Group's appellate rights and
create a record of costs to apply against the bond, if one is
posted and lost, Ms. Mayer contends.

                      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).

As reported in the Troubled Company Reporter on Feb. 13, 2007,
ACOM Debtors' First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
Certain Affiliated Debtors, confirmed on Jan. 3, 2007, became
effective on Feb. 13, 2007.


ADELPHIA COMM: Bondholders Want IPO Material Information Disclosed
------------------------------------------------------------------
The Bondholders of Adelphia Communications Corp. and its debtor-
affiliates want the U.S. Bankruptcy Court for the Southern
District of New York to compel the ACOM Debtors to make full
disclosure of the material aspects of the proposed Time Warner
Cable Inc. IPO with an adequate opportunity for creditors to take
discovery and review and object if appropriate.

As reported in the Troubled Company Reporter on Feb. 13, 2007, the
ACOM Debtors have anticipated that their Fifth Amended Plan of
Reorganization will enable them to distribute the Time Warner
Cable Inc. Class A Common Stock to creditors pursuant to Section
1145 of the Bankruptcy Code, and without the need for a public
sale.  To comply with existing contractual obligations under the
Registration Rights Agreement previously approved by the Honorable
Robert E. Gerber, the ACOM Debtors must pursue a "dual track"
strategy until the commencement of distributions under the Fifth
Amended Plan:

   (a) seek confirmation of the Fifth Amended Plan; and

   (b) pursuant to the Registration Rights Agreement, under
       certain circumstances, sell the TWC Stock pursuant to
       a public sale.

Accordingly, the ACOM Debtors sought the Court's authority 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.

               Material Information Not Disclosed,
                      ACC Bondholders Say

The ACC Bondholders group maintains that while an initial public
offering of the Time Warner Cable Inc. Class A Common Stock will
be received by investors as one of the most desired IPOs in years,
the ACOM Debtors have failed to demonstrate that the terms of the
proposed underwriting agreement are the best ones that could be
negotiated with investment banks or reasonable under the
circumstances of the desirability of the IPO.

The ACC Bondholder Group consists of Aurelius Capital Management,
LP, Banc of America Securities LLC, Catalyst Investment
Management Co., LLC, Drawbridge Global Macro Advisors LLC,
Drawbridge Special Opportunities Advisors LLC, Elliott
Associates, LP, Farallon Capital Management, L.L.C., Noonday
Asset Management, L.P., Perry Capital LLC and Viking Global
Investors LP.

The ACC Bondholders complain that the ACOM Debtors' failure to
disclose critical terms of the Proposed Underwriter Agreement
makes it impossible for creditors or the Court to understand the
economics of the proposal and approve the ACOM Debtors' request.

Representing the ACC Bondholders, Sylvia Mayer, Esq., at Weil,
Gotshal & Manges LLP, in New York, argues that the ACOM Debtors:

   (a) provided the Proposed Underwriting Agreement with
       "significant holes" -- key provisions and schedules were
       to be added later, presumably after the approval by the
       Court;

   (b) failed to disclose material information related to the
       Proposed Underwriting Agreement;

   (c) failed to disclose the identity of the Underwriters; and

   (d) have not submitted any information justifying the key
       economic terms of the Proposed Underwriting Agreement.

Ms. Mayer contends that the ACOM Debtors' lack of disclosure is
particularly egregious in light of the their request that "any
holders of [claims] who failed to object to [the] Motion may and
shall be deemed to have consented to the sale of the TWC Stock
pursuant to the Public Sale free and clear."

The ACC Bondholders expressly reserve all of their rights to
further object to the ACOM Debtors' request on any basis.

                      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).

As reported in the Troubled Company Reporter on Feb. 13, 2007,
ACOM Debtors' First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
Certain Affiliated Debtors, confirmed on Jan. 3, 2007, became
effective on Feb. 13, 2007.


ADELPHIA COMMS: Court Sets March 26 as Admin. Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set 5:00 p.m. E.S.T. on March 26, 2007, as the deadline for
holders of administrative claims in Adelphia Communications Corp.
and its debtor-affiliates' Chapter 11 case to file their proofs of
claim.

Administrative claim holders can send their proofs of claim to:

      Adelphia Communication Corp.
      Claims Processing Center
      c/o U.S. Bankruptcy Court for the
      Southern District of New York
      One Bowling Green
      New York, NY 10004-1408

      Adelphia Communications Corp.
      Claims Processing Center
      P.O. Box 5059
      Bowling Green Station
      New York, NY 10274-5059

                      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.  

As reported in the Troubled Company Reporter on Feb. 13, 2007,
ACOM Debtors' First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
Certain Affiliated Debtors, confirmed on Jan. 3, 2007, became
effective on Feb. 13, 2007.


ADVENTRX PHARMACEUTICALS: Inks Amended License Agreement with USC
-----------------------------------------------------------------
Adventrx Pharmaceuticals Inc. entered into a Second Amendment to
Option and License Agreement, effective as of Jan. 25, 2007, with
the University of Southern California.

The Amendment amended an Option and License Agreement, dated
Aug. 17, 2000, and amended on April 21, 2003, pursuant to which
the company acquired certain of its rights to its product
candidate ANX-201.

The amendment expands the field of use under the Original
Agreement, imposes on the company certain development milestone
obligations that, if not achieved, provide the University a 30-day
right to terminate the underlying license, reduces the company's
obligations in the event of certain terminations and clarifies
certain other matters between the parties.

ADVENTRX Pharmaceuticals (Amex: ANX) -- http://www.adventrx.com/
-- is a biopharmaceutical research and development company focused
on commercializing low development risk pharmaceuticals for cancer
and infectious disease that enhance the efficacy or safety of
existing therapies.

                          *     *     *

ADVENTRX Pharmaceuticals' balance sheet at June 30, 2006, showed
total assets of $20 million and total liabilities of $31 million,
resulting in an $11 million total shareholders' deficiency.


AEGIS ASSET: Loss Cues Moody's to Junk Rating on Class B1 Certs.
----------------------------------------------------------------
Moody's Investors Service has downgraded a certificate from a deal
originated in 2003 by Aegis Asset Backed Securities Trust.  The
transaction is backed by fixed-rate and adjustable-rate subprime
mortgage loans.  The downgraded certificate has already
experienced a loss.

Rating action:

Downgrade:

   * Aegis Asset Backed Securities Trust

      -- 2003-1, Class B1, Downgraded to Caa2 from Ba2


ALICE DAVIS: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alice Davis Enterprises, Inc.
        dba Cappetto's Pizzeria
        2716 Montana
        El Paso, TX 79903

Bankruptcy Case No.: 07-30172

Chapter 11 Petition Date: February 16, 2007

Court: Western District of Texas (El Paso)

Judge: Robert C. McGuire

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  6006 N. Mesa, #806
                  El Paso, TX 79912
                  Tel: (915) 584-3773

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
   Texas Comptroller                           $1,122,800
   111 East 17th Street
   Austin, TX 78774

   Rewards Network                                $24,000
   11900 Biscayne Boulevard #460
   N. Miami, FL 33181

   Economy Cash & Carry, L.P.                     $13,612
   P.O. Box 1736
   El Paso, TX 79949

   Segovia's Distributing                          $4,161
   3701 Shell Street
   El Paso, TX 79925

   Varay Systems                                   $3,000
   415 E. Yandell
   El Paso, TX 79902

   Southwestern Mill Distributors                  $2,306
   310 N. Dallas Street
   El Paso, TX 79947

   Trejo Commercial Refrigeration                  $1,308
   7010 Industrial Avenue
   El Paso, TX 79915

   Sysco Food Services of New Mexico                 $874
   P.O. Box 25887
   Albuquerque, NM 87125

   Trinity Publications                              $851
   P.O. Box 140285
   Austin, TX 78714

   Mountain Dreams Publishing                        $282
   1300 EL Paseo Road, Suite G275
   Las Cruces, NM 88001

   AT&T                                               $50
   P.O. Box 78225
   Phoenix, AZ 85062


ALLIED HOLDINGS: Nikos Hecht Raises Equity Stake in AHI to 9.91%
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated Feb. 9, 2007, Nikos Hecht disclosed that he
is now deemed to beneficially own 889,895 shares of Allied
Holdings Inc.'s common stock:

                                    No. of Shares   Percentage
                                    Beneficially    Outstanding
   Reporting Person                     Owned       of Shares
   ----------------                 -------------   -----------
   Nikos Hecht                          889,895        9.91%
   Sopris Capital Advisors, LLC         645,095        7.18%
   Sopris Capital, LLC                  645,095        7.18%
   Sopris Partners Series A             400,295        4.46%
   Aspen Advisors LLC                   244,800        2.73%

Each of the reporting entities has shared voting and dispositive
power with respect to their shares.

Sopris Partners Series A is a series of Sopris Capital Partners,
L.P.

Of the shares reported as beneficially owned, 400,295 shares are
owned directly by Sopris Partners and 244,800 shares are owned by
private clients of each of Aspen Advisors and Sopris Advisors.
Sopris Capital is the general partner of Sopris Partners and,
thus, may be deemed to share beneficial ownership of the Common
Stock owned directly by Sopris Partners.

As the managing member of Aspen Advisors and Sopris Advisors, the
sole member of the managing member of Sopris Capital and the
owner of a majority of the membership interests in each of Sopris
Capital, Aspen Advisors and of Sopris Advisors, Mr. Hecht may be
deemed to be the controlling person of Sopris Capital, Aspen
Advisors and of Sopris Advisors, and through Sopris Capital,
Sopris Partners.

Each of Aspen Advisors and Sopris Advisors, as investment manager
for their respective private clients, and with respect to Sopris
Advisors, also as investment manager for Sopris Partners, has
discretionary investment authority over the Common Stock held by
their private clients and Sopris Partners, as applicable.

Accordingly, Mr. Hecht may be deemed to be the beneficial owner
of the Common Stock held by Sopris Partners and the private
clients of Aspen Advisors and Sopris Advisors.

Each of Sopris Partners and Sopris Capital disclaims any
beneficial interest in the Common Stock owned by the accounts
managed by Sopris Advisors and Aspen Advisors.

Each of Aspen Advisors and Sopris Advisors serves as an
investment manager for private clients, only one of which,
EnterAspen Ltd., holds more than 5% of Allied's Common Stock.

As of Nov. 4, 2006, there were approximately 8,980,000 shares of
AHI common stock outstanding.  Shares of AHI stock were traded at
$1.13 a share at the close of business on Feb. 17, 2007.

On March 8, 2006, Nikos Hecht disclosed that as managing member
of Sopris Capital, Aspen Advisors and Sopris Advisors, he was
deemed to beneficially own 794,895 shares of AHI common stock.

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


ALLIED HOLDINGS: Asks Court to Move Plan Filing Period to April 25
------------------------------------------------------------------
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 extend the periods during which they have the
exclusive right to:

    -- propose and file a plan of reorganization through and
       including April 25, 2007; and

    -- solicit acceptances of that plan through and including
       June 21.

Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that the Debtors' cases are considered large and
complex for the purpose of establishing cause for an extension of
the exclusive periods.

Mr. Kelley tells Judge Mullins that while the Debtors have made
substantial progress in their Chapter 11 cases and continue to
work diligently on matters related to their reorganization,
certain unresolved contingencies remain in the cases.  At the
outset of the bankruptcy cases, the Debtors identified certain
issues that needed to be resolved before a viable plan of
reorganization could be proposed, which included obtaining wage
and benefit relief from the International Brotherhood of
Teamsters.

In 2006, the Debtors submitted their proposal to, and commenced
bargaining with, the Teamsters, pursuant to Section 1113 of the
Bankruptcy Code.  The bargaining between the parties with respect
to the 1113 Proposal was unfruitful.

On Feb. 2, 2007, Allied Systems, Ltd., Transport Support, LLC
and F.J. Boutell Driveaway, LLC, sought the Court's authority to
reject their collective bargaining agreement with the Teamsters
pursuant to Section 1113.

Subsequently, Yucaipa American Alliance (Parallel) Fund I, LP,
Yucaipa American Alliance Fund I, LP, filed a statement with the
Court informing all constituencies that it had negotiated the
terms of a new labor agreement with the Teamsters.  Yucaipa
proposed that the newly negotiated labor agreement be implemented
through a plan jointly sponsored by the Teamsters and Yucaipa.
Yucaipa asked the Debtors to become co-proponents of the Joint
Plan.

Mr. Kelley says the Debtors have not had adequate time to
evaluate Yucaipa's offer and terms and need additional time to
determine and formulate their response.

Moreover, Mr. Kelley asserts that the extension will not result
in a delay of the plan process but will simply permit the process
to move forward in an orderly fashion.

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


AMERICAN COMMERCIAL: S&P Withdraws BB- Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' long-term
corporate credit ratings on American Commercial Lines Inc.
following the successful completion, by subsidiary American
Commercial Lines LLC, of its tender offer for its 9-1/2% senior
notes due 2015.  Standard & Poor's had indicated, on Jan. 18,
2007, that ratings were likely to be withdrawn.


AMERIPATH INC: Parent Issues $125 Million Senior Unsecured Notes
----------------------------------------------------------------
AmeriPath Intermediate Holdings Inc., the newly formed direct
subsidiary of AmeriPath Holdings Inc. and direct parent of
AmeriPath Inc., has issued $125 million aggregate principal amount
of Senior Unsecured Floating Rate PIK Toggle Notes due 2014.

The notes are general unsecured obligations of the Issuer, and
bear interest at a rate per annum, reset semi-annually, equal to:

   (a) six-month LIBOR plus 5.25%, if the Issuer elects to pay
       interest in cash, or

   (b) six-month LIBOR plus 6.00% if the Issuer elects to pay
       interest in-kind by increasing the principal amount of the
       outstanding Notes.

The Notes were issued and sold in a private offering to
institutional investors pursuant to Rule 144A and Regulation S
under the Securities Act of 1933.

In connection with the issuance of the Notes, AmeriPath
Intermediate amended its senior secured credit facility:

   (1) to allow for the issuance of the Notes and the net proceeds
       to be used to repay outstanding loans under AmeriPath
       Intermediate's revolving loan facility,

   (2) for general corporate purposes, including consummating
       various contemplated acquisitions, and

   (3) to pay related fees and expenses.

Headquartered in Palm Beach Gardens, Florida, AmeriPath Inc. --
http://www.ameripath.com/-- provides anatomic pathology and  
molecular diagnostics.  The company offers a broad range of
testing and information services used by physicians in the
detection, diagnosis, evaluation and treatment of cancer as well
as other diseases and medical conditions.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Moody's Investors Service affirmed AmeriPath Inc.'s B2 Corporate
Family Rating with a stable outlook.

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Standard & Poor's affirmed all of its existing ratings on
AmeriPath Inc., including the 'B+' corporate credit rating with a
negative outlook.


ANNANDALE QUARRIES: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Annandale Quarries, Inc.
        fdba Annadale Sandstone
        224 Goff Station Road
        Boyers, PA 16020-1904

Bankruptcy Case No.: 07-20945

Type of Business: The Debtor is a contractor.

Chapter 11 Petition Date: February 16, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Gary H. Simone, Esq.
                  Rishor Simone
                  101 E. Diamond Street, Suite 208
                  Butler, PA 16001
                  Tel: (724) 283-7215
                  Fax: (724) 283-0229

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
   Donna Tiche                                    $71,200
   123 Springdale Church Road
   West Sunbury, PA 16061-2025

   Tighe Evan Schenck & Paras                     $45,384
   Four Gateway Center
   444 Liberty Avenue, Suite 1300
   Pittsburgh, PA 15222-1223

   Wilson Industrial Electric Inc.                $28,579
   1124 Willie Black Road
   P.O. Box 1058
   Elberton, GA 30635-1058

   Dingess                                        $21,995
   Special Master Kirkpatrick & Lockhart
   Henry W. Oliver Building
   535 Smithfield Street
   Pittsburgh, PA 15222

   Triangle Gasoline Company                      $10,835

   Tiche Capital Strategies Inc.                  $10,000

   Clark Enterprise                                $9,920

   Gleason & Associates                            $9,806

   Gran Quartz                                     $9,213

   Wampum Hardware Co.                             $8,723

   Pennsylvania Department of Revenue              $7,409

   Rockwood Casualty Inc.                          $6,791

   Quality Aggregates Inc.                         $6,324

   Dept. Mine Safety Health Administration         $3,985

   Kyles Corner Service                            $3,148

   Young Electric Inc.                             $2,829

   Hiser Engineering Inc.                          $2,622

   Ken Hall Machine Shop Inc.                      $2,303

   Tom Ritchey Transport Inc.                      $2,200


APPLICA INC: Inks Definitive Merger Agreement with Salton Inc.
--------------------------------------------------------------
The wholly owned subsidiary of Salton Inc., SFP Merger Sub Inc.,
and APN Holding Company Inc., have entered into a definitive
merger agreement whereby SFP Merger Sub will merge with and into
APN Holding Company, the entity that acquired all of the
outstanding common shares of Applica Incorporated on Jan. 23,
2007.  The merger would result in Applica and its subsidiaries
becoming subsidiaries of Salton.  As a result of the merger, the
existing stockholders of APN Holding Company -- Harbinger Capital
Partners Master Fund I, Ltd. and Harbinger Capital Partners
Special Situations Fund, L.P. -- would receive in the aggregate
approximately 83% of the outstanding common stock of Salton
immediately after the merger.

The combination of Salton and Applica is expected to create one of
the largest U.S. public companies focused on the household small
appliance industry, with the scale and customer relationships to
provide category leadership and efficiencies.  The combined
company will have a broad portfolio of brand names such as
Salton(R), George Foreman(R), Black & Decker(R), Westinghouse(TM),
Toastmaster(R), Melitta(R), Russell Hobbs(R), Windmere(R),
LitterMaid(R), Farberware(R) and Belson(R).  Salton and its
subsidiaries after the merger will continue to design, service,
market and distribute a wide range of products under these brand
names, including small kitchen and home appliances, electronics
for home, time products, lighting products, and personal care and
wellness products.

Salton estimates that the combined company will have consolidated
annual sales of in excess of $1 billion with a targeted EBITDA
margin of at least 10% within 18 to 24 months following the
closing.  The anticipated consolidated debt level at closing is
between $350 and $400 million, with targeted consolidated debt
levels of between 3 and 4 times EBITDA within 18 to 24 months
following the closing.

The combination of Salton and Applica is expected to provide
enhanced scale which should enable the combined company to reduce
costs; attract new and expand existing customer relationships;
capitalize on organic and external growth opportunities more
effectively than either company could have on a stand alone basis;
improve cost of goods through larger volume purchasing; and
benefit from improved capital structure flexibility.

In addition, Salton and Applica have complementary geographic
strengths that can be utilized to enhance the distribution of each
company's products outside the United States.  In particular,
Salton's business is well established in Europe, Australia and
Brazil (with additional distribution in Southeast Asia, Middle
East and South Africa), while Applica's business is well
established in Mexico, South America and Canada.

The executive leadership of the combined companies after the
merger is expected to consist of members of both Salton's and
Applica's existing management teams as well as new management
personnel.

"We are pleased to announce this strategically and financially
compelling transaction that is the result of our previously
announced review of strategic alternatives to enhance stockholder
value," Leonhard Dreimann, President and Chief Executive Officer
of Salton, said.  "The combination of Salton and Applica is
expected to create the opportunity for significant value
enhancement for Salton stockholders, as well as benefit customers
and employees, as a result of the expanded brand portfolios,
strengthened international presence and improved capital structure
flexibility of the combined companies.  The combined company can
operate more efficiently than either Applica or Salton on a
standalone basis, and will benefit significantly from cost and
revenue synergies.  The combined company is expected to achieve
pre-tax annual run-rate cost synergies of at least $50 million by
the end of fiscal 2008."

"The combined company will be well positioned as a leading
provider of high quality, innovative consumer appliances around
the world," Terry Polistina, Chief Operating Officer and Chief
Financial Officer of Applica, added.  "The company will be able to
leverage brands, products and geographies, as well as provide the
scale to drive organic growth.  In addition, we believe the
combined company will be a compelling platform for future
expansion in our industry."

The companies intend to complete this transaction by the end of
the second calendar quarter of 2007.  The consummation of the
merger is subject to various conditions, including the approval by
the company's stockholders, the delivery by APN Holdco of executed
financing commitments within 45 days of the date of the merger
agreement, the funding of those or alternative commitments and the
absence of legal impediments to the consummation of the merger.  
The waiting period with respect to the merger under the Hart-
Scott-Rodino Antitrust Improvements Act expired in January 2007.

Houlihan Lokey Howard & Zukin served as financial advisor and
Sonnenschein Nath & Rosenthal LLP acted as legal advisor to
Salton. Lazard Freres & Co. LLC served as financial advisor and
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal
advisor to Harbinger Capital Partners.

                           About Salton

Salton Inc. -- http://www.saltoninc.com/-- designs, markets and  
distributes branded, high-quality small appliances, home decor and
personal care products.  Its product mix includes a range of small
kitchen and home appliances, electronics for the home, time
products, lighting products, picture frames and personal care and
wellness products.

                          About Applica

Applica Inc. (NYSE: APN) -- http://www.applicainc.com/-- is a  
marketer and distributor of a range of branded small household
appliances in five categories: kitchen products, home products,
pest control products, pet care products and personal care
products.

                          *     *     *

Applica Inc.'s 10% Senior Subordinated Notes dues 2008 carries
S&P's CCC- rating.


AMERICAN SEAFOODS: Soliciting Consents for 11-1/2% Senior Notes
---------------------------------------------------------------
Last week, ASG Consolidated LLC commenced a solicitation of
consents from holders of record of the 11-1/2% Senior Discount
Notes due 2011 issued by the company and ASG Finance Inc.

The purpose of the consent solicitation is to obtain approval of
amendments to the reporting and certification covenants under the
indenture governing the Notes.  The proposed amendments would
delete the requirement to file periodic and current reports with
the Securities and Exchange Commission and instead require
information to be provided to the trustee and holders of the
Notes, and made available via the Internet.  The proposed
amendments would substitute a reporting obligation similar to, but
more extensive than, that required under the senior credit
facility of American Seafoods Group LLC.

The company would remain obligated to provide annual and quarterly
financial information and current information of the type required
to be reported on Form 8-K.  The company would also agree to
provide quarterly certifications as to the absence of any pending
or existing defaults and to conduct quarterly and annual
conference calls to discuss earnings results.

The record date for the Consent Solicitation is 5:00 p.m., New
York City time, on Feb. 13, 2007.  The Consent Solicitation will
expire at 5:00 p.m., New York City time, on Friday, Feb. 23, 2007,
unless extended.  The company will pay a fee of $5.00 in cash per
$1,000 principal amount at maturity of Notes for which a consent
is validly delivered and not revoked.  The company's obligation to
accept consents and pay the consent fee is conditioned on the
receipt prior to the Consent Deadline of consents from holders of
at least a majority in aggregate principal amount at maturity of
the outstanding Notes and the necessary consents from lenders
under American Seafoods Group LLC's senior credit facility to
permit the Company to enter into the proposed amendments.

Banc of America Securities LLC is serving as exclusive
solicitation agent in connection with the Consent Solicitation.  
Information concerning the Consent Solicitation may be obtained by
contacting High Yield Special Products, at (704) 388-9217
(collect) or (888) 292-0070 (U.S. toll-free).

Global Bondholder Services Corporation is serving as information
agent and tabulation agent in connection with the Consent
Solicitation.  Requests for assistance in delivering consents or
for additional copies of the Consent Solicitation Statement should
be directed to GBS at (212) 430-3774 or (866) 470-3800 (U.S. toll-
free).

                     About American Seafoods

Headquartered in Seattle, Washington, American Seafoods Group LLC
-- http://www.americanseafoods.com/-- harvests and processes a  
variety of fish species aboard its catcher-processor vessels, its
freezer-longliner vessels, and at its land-based processing
facilities.  The company markets its products to a diverse group
of customers in North America, Asia, and Europe.  In the United
States, American Seafoods is the largest harvester and at-sea
processor of pollock and hake and the largest processor of
catfish.  The company also harvests and processes cod, scallops,
and yellowfin sole.  The company maintains an international
marketing network through its United States, European and Japan
sales offices.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service confirmed its B1 Corporate Family Rating
for American Seafoods Group LLC.


ASPEN TECHNOLOGY: Faces Nasdaq Delisting Due to Late 10-Q Filing
----------------------------------------------------------------
Aspen Technology received a Nasdaq Staff Determination on Feb. 15,
2007, indicating that the company failed to comply with the filing
requirements for continued listing stated in Marketplace Rule
4310(c)(14) as a result of its failure to file timely with the
Securities and Exchange Commission its quarterly report on Form
10-Q for the quarter ended Dec. 31, 2006, and that the company's
securities are therefore subject to delisting from The Nasdaq
Global Market.  The company has requested a hearing before a
Nasdaq Listing Qualifications Panel to review the Staff
Determination.

The delay in AspenTech's filing of its Form 10-Q is attributed to
the intention to restate the historical financial statements for
fiscal years fiscal 2004 through fiscal 2006, and the first
quarter of fiscal 2007, which must be completed before the company
is able to file the Form 10-Q.  The company is working diligently
to complete its quarterly report on Form 10-Q.

Based in Cambridge, Massachusetts, Aspen Technology, Inc. (Nasdaq:
AZPN) -- http://www.aspentech.com/ -- provides software and  
professional services that help process companies improve
efficiency and profitability by enabling them to model, manage and
control their operations.

                          *     *     *

As of Sept. 30, 2006, Aspen Technology's balance sheet showed a
stockholders' deficit of $28,108,000, compared to a deficit of
$21,631,000 at June 30, 2006.


BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba2
---------------------------------------------------------
Moody's Investors Service has assigned an Aaa and Aa1 ratings to
the senior and super senior support certificates issued by Bear
Stearns Asset Backed Securities I Trust 2007-AC1, and ratings
ranging from Aa2 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by fixed-rate, closed-end, Alt-A
mortgage loans acquired and originated by EMC Mortgage
Corporation.  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 1.20% to 1.40%.

EMC will service the loans and also act as master servicer.
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 Asset Backed Securities I Trust 2007-AC1

   * Asset-Backed Certificates, Series 2007-AC1

      Class A-1, Assigned Aaa
      Class A-2, Assigned Aa1
      Class A-3, Assigned Aaa
      Class X,   Assigned Aaa
      Class M-1, Assigned Aa2
      Class M-2, Assigned Aa3
      Class M-3, Assigned A1
      Class M-4, Assigned A2
      Class B-1, Assigned A3
      Class B-2, Assigned Baa1
      Class B-3, Assigned Baa2
      Class B-4, Assigned Ba2

The Class B-4 certificate was sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


BRICOLAGE CAPITAL: IRS Wants Chap. 11 Case Dismissed or Converted
-----------------------------------------------------------------
The Internal Revenue Service asks the Honorable James M. Peck of
the U.S. Bankruptcy Court for the Southern District of New York to
dismiss or convert Bricolage Capital LLC's Chapter 11 case into a
chapter 7 liquidation proceeding.

The agency's motion did not disclose reasons why the Debtor's case
must be dismissed or converted.

Headquartered in New York, New York, Bricolage Capital LLC filed
for chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y.
Case No. 05-46914).  Robert E. Grossman, Esq., Lawrence J. Kotler,
Esq., and Matthew E. Hoffman, Esq., at Duane Morris LLP represent
the Debtor in its restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the Debtor's case.  
When the Debtor filed for protection from its creditors, it
estimated assets of $1 million to $10 million and debts of
$10 million to $50 million.


BRUCE WERNER: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bruce A. Werner
        22460 South 88th Avenue
        Frankfort, IL 60423

Bankruptcy Case No.: 07-02791

Type of Business: The Debtor is a shop manager at Excel Electric
                  Inc.  He has been employed in that company for
                  five years.

Chapter 11 Petition Date: February 19, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Gregory K Stern, Esq.
                  Gregory K. Stern, P.C.
                  53 West Jackson Boulevard, Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289

Total Assets:   $773,669

Total Debts:  $1,370,112

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Harris Bank Frankfort            Judgment              $840,122
690 North LaGrange Road          Value of Security:
Frankfort, IL 60423              $575,000

Sallie Mae Servicing Corp.       Student Loans          $23,670
P.O. Box 6180
Indianapolis, IN 46206-6180

Cocalas, Westberg and            Fees                   $14,000
Mommsen & Co.
60 Orland Square Drive
Orland Park, IL 604626548


CATHOLIC CHURCH: Portland Files Amended Joint Plan & Disclosure
---------------------------------------------------------------
The Archdiocese of Portland in Oregon; the Tort Claimants
Committee appointed to represent the interests of Known Tort
Claimants; David A. Foraker, as Future Claimants Representative;
and the Parish and Parishioners Committee delivered a First
Amended Joint Plan of Reorganization and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the District of Oregon
on Feb. 15, 2007.

The Amended Plan provides, among other things, that:

   * the insurance litigation between Portland and its insurance
     companies regarding insurance coverage has been resolved.
     Nine Settling Insurance Companies have paid or agreed to pay
     an aggregate of $52,000,000.  Portland will dismiss, without
     prejudice, its claims against the remaining defendant     
     insurance company;

   * as of Feb. 15, 2007, 146 of the Known Tort Claims have
     been settled for $40,700,000, which will be paid in full and
     with interest, upon confirmation of the Plan; and  

   * 27 Known Tort Claims remain to be resolved by settlement or
     further litigation.  The Reorganized Debtor will provide up
     to $13,715,000, plus the aggregate Estimated Amount of Claim
     Nos. 220, 283, 311 and 476, as determined by the U.S.
     District Court for the District of Oregon, to pay these
     Claims, to the extent they are allowed.

If by Feb. 20, 2007, no objections are filed against the Amended
Disclosure Statement, the Court will enter an order approving the
Amended Disclosure Statement without further hearing.  If an
objection is filed, however, a hearing will be held on Feb. 22,
2007, at 11:00 a.m.

              Classification of Claims and Interests

Another material amendment found in the Plan is in the
classification of claims and interest wherein the class of Known
Tort Claims is split into two classes -- the Settled Known Tort
Claims and the Unresolved Known Tort Claims:

                                                    Estimated
  Class  Description                             Total Amount
  -----  ------------                            ------------
   N/A   Administrative                            $6,000,000
   N/A   Priority Tax Claims                           $5,935
    1    Non-Tax Priority Claims                       $2,920
    2    Umpqua Bank Secured Claim                   $313,700
    3    Perpetual Endowment Fund Secured Claim    $4,974,348
    4    Key Bank Guaranty Claims                  $4,000,000
    5    General Unsecured Claims                    $525,000
    6    Settled Known Tort Claims                $40,700,000
    7    Unresolved Known Tort Claims             $13,715,000
    8    Future Claims                            $12,000,000
    9    Retiree Benefit Claims                      $404,000
   10    Donor and Beneficiary Claims                     N/A

The holders of Allowed Claims in Classes 3, 4, 5, 7, 8, and 10 are
impaired and are entitled to vote on the Plan.  Classes 1, 2, 6,
and 9 are unimpaired and are deemed to have accepted the Plan
without voting.

Except with respect Class 10 Claims, all holders of Allowed Claims
will recover 100% of the Estimated Total Amounts.

Class 2 Claims will be paid in full on or as soon as reasonably
practicable following the effective date of the Plan.

Class 6 claims will be paid in full, with interest, within
10 days after the Plan Effective Date.  Meanwhile, Class 7 Claims,
which includes the aggregate estimated amount of Claim Nos. 220,
283, 311 and 476, will be paid in full as allowed by the Court.

The Reorganized Debtor and a Claimant will be entitled to settle
any Unresolved Tort Claim, subject to approval of the District
Court.  Upon the District Court's approval of the settlement, the
Claimant will have an Allowed Claim for the settlement amount as
approved by the District Court.

                           Plan Funding

Pursuant to the Amended Plan, the Reorganized Debtor will utilize
the $52,000,000 in Insurance Recoveries, other available cash, and
borrowings on a line of credit to fund its obligations under the
Plan.  Portland has obtained a commitment from Allied Irish Bank
to provide funding of up to $40,000,000 under a combined line of
credit and letters of credit, which will be secured by a security
interest and lien on the cash and investments held in the
Perpetual Endowment Fund, currently valued at $38,400,000, and
certain Archdiocesan real property, valued at $10,000,000.

              Exculpation and Limitation of Liability

The Released Parties in the Amended Plan refer to Portland and its
Parishes and Schools, the Tort Claimants Committee, the Parish and
Parishioners Committee, the Future Claimants Representative,
Hamilton Rabinovitz & Alschuler, Inc., and all of their present or
former members, managers, officers, directors, employees, or
agents acting in their capacity.

                       Injunction Provisions

In consideration of the undertakings of the Settling Insurance
Companies pursuant to their settlements with the Archdiocese, all
Persons or Entities who have held, hold, or may in the future hold
or assert claims relating to the Insurance Policies, will be
permanently enjoined from taking any action directly or indirectly
for the purposes of asserting, enforcing or attempting to assert
or enforce any Enjoined Claim.

Moreover, Portland's settlement agreements with the Settling
Insurance Companies, previously authorized by the Bankruptcy
Court, are affirmed.  On the Amended Plan's Effective Date, the
Reorganized Debtor will assume Portland's obligations with respect
to the agreements.

A full-text copy of Portland's First Amended Plan is available for
free at http://ResearchArchives.com/t/s?1a05

A full-text copy of Portland's First Amended Disclosure Statement
is available for free at http://ResearchArchives.com/t/s?1a06

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 80; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CITIGROUP MORTGAGE: Moody's Rates Class M-11 Certificates at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust 2007-WFHE1
and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by Wells Fargo Bank, N.A. originated
adjustable-rate and fixed-rate subprime mortgage loans acquired by
Citigroup Global Markets Realty Corp.  The ratings are based
primarily on the credit quality of the loans and on protection
from subordination, excess spread, overcollateralization, an
interest rate cap and mortgage insurance provided by United
Guaranty Mortgage Indemnity Company.  After taking into account
the benefits of mortgage insurance, Moody's expects collateral
losses to range from 4.55% to 5.05%.

Wells Fargo Bank, N.A. will service the loans.  Moody's has
assigned Wells Fargo Bank, N.A. its top servicer quality rating of
SQ1 as a primary servicer of subprime residential mortgage loans.

These are the rating actions:

   * Citigroup Mortgage Loan Trust 2007-WFHE1

   * Asset-Backed Pass-Through Certificates, Series 2007-WFHE1

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


CLAYMONT STEEL: Completes New $80 Million Refinancing Program
-------------------------------------------------------------
Claymont Steel Holdings Inc. disclosed that its wholly owned
subsidiary, Claymont Steel Inc., has completed its refinancing
transactions.  The net proceeds of the new financing program have
been used to refinance the parent company's existing indebtedness
and pay related fees and expenses.

As part of the financing, Claymont Steel Inc. entered into an
$80 million senior secured credit facility consisting of a
$20 million term loan and a $60 million revolving credit facility.  
Borrowings under the revolving credit facility will bear interest
at floating rates equal to either the prime rate of interest in
effect from time to time (plus .25% in certain circumstances) or
LIBOR plus 1.00% to 1.75% based on the amount of availability.  
Borrowings under the term loan will bear interest at floating
rates equal to either the prime rate of interest in effect from
time to time or LIBOR plus 2.50%.

Claymont Steel Inc. also completed the sale of $105 million
aggregate principal amount of its 8.875% Senior Notes due 2015 to
qualified institutional buyers pursuant to Rule 144A and to non-
U.S. persons outside the United States in reliance on Regulation S
under the Securities Act of 1933, as amended.  The Notes are
unsecured senior obligations of the company guaranteed by the
parent company's domestic subsidiaries, and pay interest at 8.875%
per annum on each February 15 and August 15 beginning Aug. 15,
2007.

          Senior Secured Floating Rate Notes Redemption

Claymont Steel Inc. also has notified the Trustee for its
outstanding Senior Secured Floating Rate Notes due 2010 that it
will redeem in full all $170.1 million of the outstanding notes on
March 19, 2007.  The redemption will take effect in accordance
with the terms of the notes and the indenture governing the notes
at a redemption price of 103% of the principal amount of the notes
outstanding plus accrued and unpaid interest through the date
of redemption.  The total redemption price of approximately
$187.3 million will be funded through the net proceeds of the Note
offering, borrowings under the Credit Facility and existing cash
of $30 million.

                       About Claymont Steel

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service assigned a B3 rating to the proposed
senior unsecured notes of Claymont Steel, Inc., and raised the
company's corporate family rating to B2 from Caa1.  The rating
outlook was changed to stable.

Standard & Poor's Ratings Services raised its corporate credit
rating on Claymont, Delaware-based custom steel plate producer
Claymont Steel Inc. to 'B' from 'B-'.  The outlook is stable.


COHR HOLDINGS: High Leverage Spurs S&P's B Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to service company Cohr Holdings Inc. dba Masterplan
Inc.  The rating outlook is stable.

In addition, Standard & Poor's assigned its loan and recovery
ratings to Masterplan's $150 million senior secured first-lien
credit facility due 2013.  The debt was rated 'B' with a
recovery rating of '2', indicating the expectation for a
substantial recovery of principal in the event of a payment
default.  The company's $42 million senior secured second-lien
term loan due in 2013 is not being rated.

The company used the proceeds from the senior secured loans, as
well as $153 million in new equity from Berkshire Partners, to
finance Berkshire's acquisition of it.

Outstanding debt is $172 million.

"The low-speculative-grade ratings reflect Masterplan's relatively
concentrated customer base, short track record of success, and
highly leveraged financial profile as a result of its acquisition
by Berkshire Partners," explained Standard & Poor's credit analyst
David Peknay.

"Positive business factors, however, include predictable revenues
due to the capitated nature of its contracts, good potential for
new customers due to its competitive advantages against other
players in a fragmented field, and a solid infrastructure."


COMPASS MINERALS: Dec. 31 Stockholders' Deficit Narrows to $65.1MM
------------------------------------------------------------------
Compass Minerals International Inc.'s balance sheet at Dec. 31,
2006, showed $706.3 million in total assets and $771.4 million in
total liabilities, resulting in a $65.1 million total
stockholders' deficit.  The company's stockholders' deficit at
Dec. 31, 2005, stood at $79.1 million.

For the fourth quarter ended Dec. 31, 2006, the company reported
$26.2 million of net income on $211.1 million of sales, compared
with $13.4 million of net income on $283.1 million of sales for
the same period in 2005.

For the year ended Dec. 31, 2006, the company reported $55 million
of net income on $660.7 million of sales, compared with
$30.9 million of net income on $742.3 million of sales in the
prior year.

"We had a solid year despite very mild weather, which softened
demand for our deicing products," Compass Minerals President and
Chief Executive Officer Angelo Brisimitzakis commented.

"Our businesses are continuing to post solid gains in
profitability, particularly our consumer and industrial salt
product line.  We also made important strides toward building our
non-seasonal business this year."

Fourth-quarter salt sales and operating earnings declined year-
over-year primarily due to the effect of contrasting weather
anomalies on deicing salt sales.

The company estimates that unseasonably warm weather depressed
sales in the 2006 quarter by approximately $30 million to
$40 million and reduced operating earnings by approximately
$8 million to $12 million.

Conversely, during the 2005 quarter, unusually severe winter
weather boosted sales by approximately $35 million to $45 million
and improved operating earnings by approximately $8 million to
$12 million.

Full-year salt sales of $549.6 million and salt operating earnings
of $114.4 million reflect the effects of unusually warm weather in
both the first and fourth quarters of 2006 contrasted with 2005
full-year sales of $639.6 million and operating earnings of
$138.0 million, which included the benefit of uncommonly severe
weather in both the first and fourth quarters of that year.

The company estimates that mild weather depressed 2006 full-year
sales by approximately $70 million to $80 million and operating
earnings by approximately $20 million to $25 million while severe
weather increased 2005 full-year sales by approximately
$60 million to $70 million and operating earnings by $12 million
to $18 million.  These year-over-year weather effects were
partially offset by pricing improvements across all product lines.

Dr. Brisimitzakis continued, "Compass Minerals is accustomed to
operating through atypical weather fluctuations.  We focus on
flexibly managing our cost structure and profitably growing the
business on a weather-normalized basis.  I believe that our
results demonstrate our ability to do that successfully."

Fourth-quarter specialty fertilizer sales growth was driven by a
9% year-over-year price improvement, partially offset by lower
sales volumes in the southeastern United States.

Operating earnings in the 2006 quarter reflect a significant
increase in the cost of sourced potassium chloride, which is used
as a raw material to supplement the company's solar harvest.

For the full year, specialty fertilizer sales grew 7% over the
prior year as a result of a 13% price improvement.  Prolonged
rains in the first and second quarters of the year reduced the
application of sulfate of potash in important areas of California
which, along with lower fourth-quarter sales volumes, contributed
to a 5% decline in full-year sulfate of potash volumes.

The company has announced a $10 per ton price increase on all
sulfate of potash specialty fertilizer products effective with
March 1, 2007, shipments.

                         Document Storage

Compass Minerals acquired its joint venture partner's share of
DeepStore Ltd. effective Nov. 1, 2006, and the company began
consolidating financial results for the document storage business
in its financial statements as of that date.

DeepStore's revenues for Nov. 1 through Dec. 31, 2006, totaled
$800,000 and full-year revenues were $3.9 million, the majority of
which were not consolidated.  

The company also acquired U.K.-based Interactive Records
Management in an all-cash transaction effective Jan. 12, 2007.  
IRM posted revenues of approximately $5.1 million in 2006.

                    Other Financial Highlights

Interest expense was $2.3 million lower in the fourth quarter and
$7.9 million lower in the full year than in the corresponding 2005
periods, reflecting the benefit of refinancing the company's 10%
senior subordinated notes in December 2005.  The benefit of that
refinancing was partially offset by an increase in non-cash
accretion on the company's discount notes.

In the 2006 quarter and for the full year, other income and
expense was primarily comprised of foreign exchange effects.  In
2005, expense of $33.2 million related to the company's tender for
its senior subordinated notes largely accounted for other expense
of $34.3 million in the fourth quarter and $38.7 million for the
full year.

The provision for income taxes was $6.4 million for the quarter, a
decline of $1.2 million or 16% when compared to the 2005 quarter.  
For the full year, income taxes were $14.8 million compared with
$15.8 million in 2005.

Receivables declined to $114 million at Dec. 31, 2006, from
$183 million at Dec. 31, 2005, due to the effects of contrasting
weather patterns on the two years.

At Dec. 31, 2005, receivables were higher than normal due to
higher than average sales in the fourth quarter of 2005, whereas
sales were lower than average in the fourth quarter of 2006
resulting in lower than normal receivables at year end.

Similarly, inventories were higher than normal at $146.1 million
at Dec. 31, 2006, following unusually light fourth-quarter sales.
By contrast, inventories were lower than normal at Dec. 31, 2005,
at $81.5 million due to unusually heavy fourth-quarter sales.  The
value of inventoried tons was also higher in 2006 than in 2005 due
to higher shipping and production costs.

Capital expenditures were $11.9 million in the quarter and
$36.4 million for the year.  The company suspended selected
capital projects to ensure that its Goderich, Ontario, mine could
produce at peak efficiency through the last half of 2006.  Those
projects are scheduled for completion in 2007 and are expected to
bring capital expenditures to more than $40 million in the
upcoming year.

The company voluntarily made a $10 million early principal payment
on its term loan this quarter.  At Dec. 31, 2006, Compass
Minerals' debt totaled $585.5 million and debt net of cash was
$578.1 million compared with $615.9 million and $568.8 million,
respectively, at Dec. 31, 2005.

                     About Compass Minerals

Based in the Kansas City metropolitan area, Compass Minerals
International Inc. (NYSE: CMP) -- http://www.compassminerals.com/
-- is the second biggest salt producer in North America and the
largest in the United Kingdom.  The company operates 10 production
and packaging facilities, including the largest rock salt mine in
the world in Goderich, Ontario.  The company's product lines
include salt for highway deicing, consumer deicing, water
conditioning, consumer and industrial food preparation,
agriculture and industrial applications.  In addition, Compass
Minerals is North America's leading producer of sulfate of potash,
which is used in the production of specialty fertilizers for high-
value crops and turf, and magnesium chloride, which is a premium
deicing and dust control agent.


COMPLETE RETREATS: Court OKs Sale of Dominican Property for $940K
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave
Complete Retreats LLC and its debtor-affiliates authority to sell
their real property in Casa de Campo in the Dominican Republic to
William and Birdie Levine for $940,000, free and clear of all
liens, claims, and encumbrances.

The Dominican Republic Property, which happens to be owned by
Debtor DR Cerezas LLC, spans 7.5 acres and contains a 2,810
square foot home with four bedrooms, four full bathrooms, and one
swimming pool.

The Dominican Republic Property is not popular among the Debtors'
members, is not necessary for the Debtors' operations, and is not
part of the global sale of assets to Ultimate Resort, LLC,
Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
avers.  The Proposed Sale will, therefore, maximize the
Property's value for the benefit of the Debtors' estates and
creditors, Mr. Daman says.  The Debtors do not believe any higher
and better offers for the Property will surface.

The only party currently holding a lien on the Dominican Republic
Property is postpetition lender Ableco Finance, LLC, Mr. Daman
informs the Court.  The Debtors believe that Ableco has
consented, or will consent, to the Proposed Sale.

The Debtors anticipate closing the sale of the Dominican Republic
Property in early February.

The Debtors also sought the Court's permission to pay real estate
advisor CIT Capital USA, Inc., a 7% transaction fee equal to
$65,800 for its substantial marketing efforts to sell the
Dominican Republic Property.  From the Transaction Fee, CIT will
pay local broker Luci Morales Troncoso $47,000, Mr. Daman
relates.

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).

As reported in the Troubled Company Reporter on Feb. 19, 2007, the
Court further extended the Debtors' exclusive periods to file a
plan of reorganization through and including April 19, 2007, and
solicit votes on that plan through and including June 18, 2007.


COMPLETE RETREATS: Grand Summit Property Sale for $260,000 Okayed
-----------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut authorized Complete Retreats LLC and its
debtor-affiliates to sell their real property located at the Grand
Summit Resort Hotel in Park City, Utah, to Jerry and Carolyn
Holleran for $260,000, free and clear of all liens, claims, and
encumbrances.

Private Retreats Summit, LLC, owns a fractional interest in
the Grand Summit Property.  The Debtors' fractional interest in
the Grand Summit Property provides them with access to a 2,000
square foot, three-bedroom, and three-bathroom unit at the Grand
Summit Resort Hotel.  The Grand Summit Resort Hotel is located at
the lower base of The Canyons Ski Resort and has skiing, golfing,
and spa facilities.

On Jan. 2, 2007, the Debtors entered into an agreement to sell
the Grand Summit Property to Jerry and Carolyn Holleran, pursuant
to which the Hollerans agree to purchase the Property for
$260,000.

The Hollerans have provided the Debtors with a $5,000 deposit,
according to Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford,
Connecticut, informs the Court.  The Hollerans will pay the
remaining $255,000 at the closing of the Sale.

According to Mr. Daman, the Grand Summit Property is not popular
among the Debtors' members.  Moreover, the Property is not
necessary for the Debtors' operations, and is not part of the
global sale of assets to Ultimate Resort, LLC.

The only party currently holding a lien on the Grand Summit
Property is Ableco Finance, LLC, Mr. Daman says.  The Debtors
believe that Ableco has consented, or will consent, to the
proposed Sale.

The Debtors' had sought Court approval to pay CIT Capital USA,
Inc., a 7% Transaction Fee equal to $18,200 for CIT's efforts in
marketing the Property.  From the Transaction Fee, CIT will pay
The Canyons Resort Realty, a local broker, $13,000.

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).

As reported in the Troubled Company Reporter on Feb. 19, 2007, the
Court further extended the Debtors' exclusive periods to file a
plan of reorganization through and including April 19, 2007, and
solicit votes on that plan through and including June 18, 2007.


COMPLETE RETREATS: Court Approves Intagio Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
approved, in its entirety, a settlement agreement resolving, among
others, Intagio Corp.'s $1,754,122 claim against Complete Retreats
LLC and its debtor-affiliates, and Ultimate Resort LLC.

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Intagio had strongly disagreed with the Court's basis on
overruling its objection to the Debtors' request to sell
substantially all of their assets.  Consequently, Intagio had
indicated to the Debtors and Ultimate Resort LLC that it intended
to appeal the Sale Order.

Subsequent to the Sale Hearing, the Debtors, Ultimate and
Intagio, with the assistance of counsel for the Official
Committee of Unsecured Creditors, entered into negotiations for
purposes of settling all outstanding disputes between them with
respect to the Sale, Joel H. Levitin, Esq., at Dechert LLP, in
New York, told the Court, on the Debtors' behalf.

Intagio, Ultimate, and the Debtors have agreed to a settlement
that would obviate Intagio's need to appeal the Sale Order and
resolve all issues among the parties, Mr. Levitin informed the
Court.

                     Terms of the Settlement

The Intagio Settlement provides that Ultimate and Intagio will
enter into a membership agreement and a media contract.  Under
the Membership Agreement, Intagio will receive a Lifetime
Corporate Membership in Ultimate Resort ELITE, along with credit
redeemable to pay for four calendar years of annual fees.  Under
the Media Contract, Intagio will provide Ultimate with media
agency services.

A full-text copy of the Intagio Membership Agreement is available
for free at http://ResearchArchives.com/t/s?18e4  

A full-text copy of the Intagio Media Contract is available for
free at http://ResearchArchives.com/t/s?18e5   

The Debtors and Intagio further agreed that Claim No. 1752 for
$1,754,122 will be reduced and allowed as an unsecured claim for
$1,500,000, which will be the only claim Intagio will have
against the Debtors and their estates.  Intagio agreed to
withdraw Claim No.1349 for $1,754,122.

Mr. Levitin asserted that the Intagio Settlement is appropriate
for these reasons:

   -- The significant cost and expense to be incurred by each
      party in the presence of material disputes of the law,
      facts and issues raised in Intagio's Objection, and the
      possibility of an appeal by Intagio;

   -- The future cost and expense to be borne by the Debtors'
      estates obviating the need to object to and litigate the
      nature and amount of Intagio's claim against the Debtors;
      and

   -- The delay and disruption in the administration of the
      bankruptcy estates.

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).

As reported in the Troubled Company Reporter on Feb. 19, 2007, the
Court further extended the Debtors' exclusive periods to file a
plan of reorganization through and including April 19, 2007, and
solicit votes on that plan through and including June 18, 2007.


CREDIT SUISSE: Moody's Junks Rating on Class I-B-3 Certificates
---------------------------------------------------------------
Moody's Investors Service has downgraded two tranches from Credit
Suisse First Boston Mortgage Securities Corp. 2002 securitization.
The two tranches were downgraded in light of tail-end losses
arising from one large balance loan liquidating with a high
severity when current levels of credit enhancement were low.
Currently the I-B-3 subordinate certificate has no credit support
and has absorbed a write-down of $147,378 on the Jan. 25, 2007
reporting date.

These are the rating actions:

   * CSFB Mortgage Backed Pass-Through Certificates,
     Series 2002-AR2

      -- Class I-B-2; Downgraded to Baa1; previously Aa3
      -- Class I-B-3; Downgraded to Ca; previously Ba2


CREDIT SUISSE: Moody's Rates Class 1-B-1 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificate issued by CSMC Mortgage Backed Trust 2007-1, an Aa1
rating to the super senior support certificates, and ratings
ranging from Aa2 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by various mortgage lender
originated, fixed-rate, alt-a mortgage loans acquired by DLJ
Mortgage Capital, Credit Suisse Financial Corporation, IndyMac
Bank, F.S.B. and Countrywide Home Loans, Inc. Loan group 1
collateral ratings are based primarily on the credit quality of
the loans and on protection against credit losses by
subordination, excess spread, and overcollateralization.

Moody's expects loan group 1 collateral losses to range from 1.00%
to 1.20%. Loan groups 2, 3, 4, and 5 collateral ratings are based
primarily on the credit quality of the loans and on protection
against credit losses by subordination.  Moody's expects loan
groups 2, 3, 4, and 5 collateral losses to range from 0.45% to
0.65%, collectively.

IndyMac Bank, Select Portfolio Servicing, Inc., Countrywide Home
Loans Servicing LP, Wells Fargo Bank, N.A., and other mortgage
servicers will service the loans and Wells Fargo will act as
master servicer.  Moody's has assigned IndyMac its servicer
quality rating of SQ2 as a servicer of prime mortgage loans.
Moody's has assigned Wells Fargo its servicer quality rating of
SQ1, both as a servicer of prime mortgage loans and as a master
servicer.

These are the rating actions:

   * CSMC Mortgage Backed Trust 2007-1

   * CSMC Mortgage-Backed Pass-Through Certificates, Series 2007-1

      Class 1-A-1A, Assigned Aaa
      Class 1-A-1B, Assigned Aaa
      Class 1-A-1C, Assigned Aaa
      Class 1-A-1D, Assigned Aa1
      Class 1-A-2A, Assigned Aaa
      Class 1-A-2B, Assigned Aaa
      Class 1-A-2C, Assigned Aaa
      Class 1-A-3,  Assigned Aaa
      Class 1-A-4,  Assigned Aaa
      Class 1-A-5A, Assigned Aaa
      Class 1-A-5B, Assigned Aa1
      Class 1-A-6A, Assigned Aaa
      Class 1-A-6B, Assigned Aa1
      Class 5-A-1,  Assigned Aaa
      Class 5-A-7,  Assigned Aaa
      Class 5-A-13, Assigned Aaa
      Class 1-M-1,  Assigned Aa2
      Class 1-M-2,  Assigned A2
      Class 1-M-3,  Assigned A3
      Class 1-M-4,  Assigned Baa2
      Class 1-M-5,  Assigned Baa3
      Class 1-B-1,  Assigned Ba2

The Class 1-B-1 Certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


CSFB HOME: Moody's Puts Ba2 Rating on Class B-3 Certificates
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Home Equity Asset Trust 2007-1 and ratings
ranging from Aa1 to Ba2 to subordinate certificates in the deal.

The securitization is backed by OwnIt Mortgage Solution, Inc.,
Equifirst Corporation, Lime Financial Services, AEGIS Mortgage
Corporation, and other mortgage lenders originated,
adjustable-rate and fixed-rate, subprime mortgage loans acquired
by DLJ Mortgage Capital, Inc.

The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
the interest-rate swap agreement provided by Credit Suisse
International.  Moody's expects collateral losses to range from
4.80% to 5.30%.

Select Portfolio Servicing, Inc. and Wells Fargo Bank, N.A. will
service the mortgage loans.  Moody's has assigned SPS its servicer
quality rating of SQ2- as a servicer of subprime mortgage loans.
Moody's has assigned Wells Fargo its servicer quality rating of
SQ1 as a servicer of subprime mortgage loans.

These are the rating actions:  

   * Home Equity Asset Trust 2007-1

   * Home Equity Pass-Through Certificates, Series 2007-1

                    Class 1-A-1, Assigned Aaa
                    Class 2-A-1, Assigned Aaa
                    Class 2-A-2, Assigned Aaa
                    Class 2-A-3, Assigned Aaa
                    Class 2-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 B-1, Assigned Baa3
                    Class B-2, Assigned Ba1
                    Class B-3, Assigned Ba2


DATAMETRICS: Losses Prompt Davis Monk to Raise Going Concern Doubt
------------------------------------------------------------------
Davis, Monk & Company in Gainesville, Florida, expressed
substantial doubt about DataMetrics Corp. 's ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Oct. 31, 2006, and 2005.  
The auditing firm pointed to the company's losses over the past
several years and accumulated and working capital deficits.

DataMetrics Corp. reported a $2.9 million net loss on $3.2 million
of sales for the fiscal year ended Oct. 31, 2006, compared with a
$583,000 net loss on $3 million of sales for the fiscal year ended
Oct. 31, 2005.

The increase in net loss is due primarily to the $2.2 million
restructuring expense the company incurred in the first quarter of
fiscal 2006 related to the issuance of stock warrants to SG DMTI
LLC.

As of Oct. 31, 2006, the company's balance sheet showed
$1.15 million in total assets and $1.32 million in total
liabilities, resulting in a $166,000 total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?19f8  

                         About DataMetrics

Founded in 1962, DataMetrics Corporation (OTC BB: DMCP.OB) --
http://www.datametrics.com/-- designs, develops and manufactures  
Tempest, MIL-spec, RCOTS and COTS displays, printers, embedded and
rack mountable computers, TuffRider(TM) line of touch-screen
computers, ATR and rack mountable VME and CompactPCI chassis, and
customer-specific products.


DAYTON SUPERIOR: Moody's Lifts Junked Corp. Family Rating to B3
---------------------------------------------------------------
Moody's Investors Service has upgraded Dayton Superior Corp. 's
Corporate Family Rating to B3 from Caa1.  

The company's 10.75% second priority notes were upgraded to B2
from Caa1, as well as the 13% senior subordinated notes upgraded
to Caa2 from Caa3.

Dayton's ratings consider the company's improved debt burden and
still weak cash flow generation.  The ratings also consider the
strong demand for the company's services from the commercial and
infrastructure end markets.

The ratings outlook is stable.

These ratings for Dayton have been upgraded:

   -- Corporate family rating, upgraded to B3 from Caa1;

   -- Probability of default rating, upgraded to B3 from Caa1;

   -- $165 million 10.75% senior secured second priority notes due
      2008, upgraded to B2, LGD3, 42% from Caa1, LGD3, 44%; and

   -- $155 million 13% senior subordinated notes due 2009,         
      upgraded to Caa2, LGD5, 84% from Caa3, LGD5, 85%.

The stable outlook considers the company's improved balance sheet
while considering its low free cash flow generation.  

Dayton's business is expected to see continued benefit from strong
spending in the commercial and infrastructure end markets.

The ratings or outlook may improve if the company shows consistent
improvement over the next few quarters.  The ratings would
particularly benefit if the company were able to generate free
cash to total debt over 3% on a consistent annualized basis and if
Dayton were able to reduce leverage to under 5x.

The rating or outlook could decline if the company's margins
contract, if raw materials price increases were unable to be
passed on to customers, and if the commercial construction
business were to slow meaningfully.  The ratings would also be
negatively impacted if anticipated free cash flow generation were
to remain elusive.

Headquartered in Dayton, Ohio, Dayton Superior Corporation is the
largest North American manufacturer and distributor of metal
accessories and forms used in concrete construction, and metal
accessories used in masonry construction.  Dayton provides these
specialized products to the non-residential construction market
for use in infrastructure, institutional, and commercial projects.
Total revenues for 2005 were $419 million.


DEUTSCHE ALT-A: Moody's Rates Class M-9 Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Deutsche Alt-A Securities Mortgage Loan
Trust 2007-AR1 and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by MortgageIT, Inc., Indymac Bank,
F.S.B., American Home Mortgage Corp., and other mortgage lenders
originated, adjustable-rate, alt-a mortgage loans acquired by DB
Structured Products, Inc.  The ratings are based primarily on the
credit quality of the loans and on protection against credit
losses by subordination, excess spread, and overcollateralization.
The ratings also benefit from the interest-rate swap agreement
provided by Deutsche Bank AG New York Branch.  Moody's expects
collateral losses to range from 0.8% to 1%.

GMAC Mortgage, LLC and Indymac Bank, F.S.B. will service the
mortgage loans and Wells Fargo Bank, N.A. will act as master
servicer.  Moody's has assigned Indymac its servicer quality
rating of SQ2 as a servicer of prime mortgage loans.  Moody's has
assigned Wells Fargo its servicer quality rating of SQ1 as a
master servicer of mortgage loans.

These are the rating actions:

   * Deutsche Alt-A Securities Mortgage Loan Trust 2007-AR1

   * Mortgage Pass-Through Certificates

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


EMISPHERE TECH: Board Okays CEO Lewis Bender's Base Fee Increase
----------------------------------------------------------------
The Board of Directors of Emisphere Technologies Inc. approved
a $50,000 increase in the base compensation for Lewis H. Bender,
the company's chief executive officer.  The increase brings the
total base compensation for Mr. Bender to $355,611.

The Board also granted Mr. Bender 50,000 options with 25% vesting
immediately and 25% vesting each anniversary of the grant for the
next three years.  The options were granted at a price of $5.28,
the closing price as of the previous business day, Feb. 9, 2007.

Headquartered in Tarrytown, New York, Emisphere Technologies Inc.
-- http://www.emisphere.com/-- is a biopharmaceutical company   
charting new frontiers in drug delivery.  The Company develops
oral forms of injectable drugs, either alone or with corporate
partners, by applying its proprietary eligen(R) technology to
these drugs.

                          *     *     *

At Sept. 30, 2006, Emisphere Technologies Inc.'s balance sheet
showed a total stockholders' deficit of $5,557,000, compared to a
deficit of $14,895,000, as of Dec. 31, 2005.


ESSENTIAL INNOVATION: Peterson Sullivan Raises Going Concern Doubt
------------------------------------------------------------------
Peterson Sullivan PLLC in Seattle, Washington, expressed
substantial doubt about Essential Innovations Technology Corp. 's
ability to continue as a going concern after auditing the
company's balance sheet at Oct. 31, 2006, and 2005.  The auditing
firm cited that the company has recently emerged from the
development stage, has experienced losses, and has an accumulated
deficit of $15,592,786 at Oct. 31, 2006.

Essential Innovations Technology Corp. reported a $7.7 million net
loss on $2.3 million of revenues for the year ended Oct. 31, 2006,
compared with a $2.6 million net loss on $227,028 of revenues for
the year ended Oct. 31, 2005.

The increase in net loss was primarily due to increased costs
related to the March 2006 acquisition and operation of the
company's Earth Source Energy Inc. subsidiary, investor relations,
interest and finance charges, and renewal of management contracts.

Gross profit was approximately $581,000 in fiscal 2006 compared to
$63,000 in fiscal 2005.

In fiscal 2006, the company incurred $7.2 million in general and
administrative expenses, compared with $2.6 million in fiscal
2005.

During fiscal 2006, the company incurred an impairment loss of
approximately $41,000 relating to the evaluation of certain
intellectual property.

During fiscal 2006, the company incurred approximately $1 million
of interest and finance expenses as compared to approximately
$25,000 during the fiscal 2005.  This increase is primarily due to
the acquisition of the company's Earth Source subsidiary and the
costs of arranging acquisition financing, amortization of the debt
discount, and interest incurred on the term loan taken to pay for
the acquisition.

At Oct. 31, 2006, the company's balance sheet showed $3.9 million
in total assets, $3.5 million in total liabilities, and $426,028
in total stockholders' equity.

The company's balance sheet at Oct. 31, 2006, also showed strained
liquidity with $1.2 million in total current assets available to
pay $2.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?19f7

                    About Essential Innovations

Essential Innovations Technology Corp. (OTCBB: ESIV) through its
wholly owned subsidiaries Essential Innovations Corp. and Earth
Source Energy Inc., provides geothermal heat exchange, or
geoexchange, solutions for residential, commercial, and
institutional applications as both a geoexchange energy service
company, or ESCO, and as a manufacturer of proprietary geothermal
heat pump technology.


ESTERLINE TECH: Moody's Cuts Senior Notes' Rating to B1 from Ba3
----------------------------------------------------------------
Moody's Investors Service has confirmed Esterline Technology
Corporation's Corporate Family Rating of Ba2, and has assigned a
Ba3 rating to the company's proposed senior unsecured notes due
2017.  These notes are being issued to partially fund the
company's acquisition of CMC Electronics Inc.  

Also, Moody's has lowered the ratings of Esterline's existing
senior subordinated notes to B1 from Ba3.

The ratings outlook is stable.  This concludes the review
commenced on Feb. 2, 2007.

The ratings consider the increased financial and operating risks
associated with Esterline's acquisition of CMC, but anticipate
that continued favorable operating results will enable the company
to restore its financial metrics during the near term.  Demand
from the company's core business as a supplier to aircraft OEM's
remains strong, and with large order backlogs, aircraft production
should provide continued favorable business trends for Esterline
for the foreseeable future.  Ratings also take into account the
uncertainty as to the size, scope, and use of debt to finance
future acquisitions.

On Feb. 1, 2007, Esterline disclosed that it had entered into a
definitive agreement to purchase CMC from Onex Corporation for
approximately $335 million in cash, to be financed primarily
through issuance of additional debt.  The company reported on
Feb. 16, 2007 that it intends to issue $150 million of senior
notes due 2017 to be used to partially fund the acquisition.  

The company intends to fund the balance of the acquisition with
bank debt.  Esterline's senior secured credit facilities are not
rated by Moody's.  The re-financing would result in approximately
a doubling of debt over FY 2006 levels, with a corresponding
increase in leverage from about 2.6x Debt/EBITDA to an estimated
pro forma 4.5x.  Such leverage is more typical in lower-rated
entities.  

However, Moody's believes that near-term prospects for strong cash
flow generation will likely result in a moderation of leverage
during 2007 to levels that are more consistent with the Ba2
Corporate Family Rating.

The stable rating outlook anticipates that Esterline will pursue
modestly-sized acquisitions as part of its growth initiative while
successfully integrating the operations of CMC, and that the
company's existing businesses will demonstrate strong performance
with stable or improving margins.  The outlook assumes that key
customer demand levels will continue to be strong through 2007,
and that there are no material delays or difficulties in delivery
of important commercial aircraft platforms, the Boeing 787 in
particular.

The stable outlook also assumes that, despite weak free cash
generation experienced in FY 2006, the company's free cash flow
will return to historical levels in FY 2007 as working capital
requirements moderate while operating earnings improve with
growth.

The senior subordinated notes were downgraded to B1 from Ba3 due
to the increased amount of more senior debt obligations in the
company's capital structure resulting from the acquisition of CMC.
Under Moody's Loss Given Default rating methodology, the insertion
of the new senior unsecured notes into the company's capital
structure increases the LGD assessment for the subordinated notes
to LGD5, 89%, and results in a downgrade to B1.

These ratings have been confirmed:

   -- Corporate Family Rating of Ba2
   -- Probability of Default Rating of Ba2

Assigned:

   -- Senior unsecured notes due 2017 at Ba3, LGD4, 67%

Downgraded:

   -- Senior subordinated notes due 2013, from Ba3 to B1, LGD5,
      89%

Esterline Technologies Corporation, headquartered in Bellevue
Washington, serves aerospace and defense customers with products
for avionics, propulsion and guidance systems.  The company
operates in three business segments: Avionics and Controls,
Sensors and Systems and Advanced Materials.


ESTERLINE TECH: S&P Rates Proposed $150 Mil. Senior Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Esterline Technologies Corp.'s proposed $150 million senior
unsecured notes due 2017.

The notes will be issued via SEC rule 144A with registration
rights and the proceeds will be used to partially finance the
pending $335 million acquisition of CMC Electronics Holdings Inc.

The corporate credit rating is 'BB' and the outlook is stable.

"The ratings on Esterline reflect exposure to the competitive and
cyclical commercial aerospace market, an active acquisition
program, and modest size compared with some competitors, offset
somewhat by a diversified revenue base and acceptable
profitability," said Standard & Poor's credit analyst Christopher
DeNicolo.

Although the CMC purchase will result in a material deterioration
in Esterline's currently strong for the rating financial measures,
expected debt reduction should restore appropriate ratios in the
next 12 months.  However, the acquisition limits the company's
flexibility for further acquisitions until leverage is reduced.

Rating List:

   * Esterline Technologies Corp.

      -- Corporate Credit Rating at BB/Stable/

Rating Assigned:

   * Esterline Technologies Corp.

      -- $150 Million Senior Unsecured Notes Due 2017 at BB-


EXCAPSA SOFTWARE: Liquidator Accepting Claims Until March 22
------------------------------------------------------------
All shareholders, creditors, and other parties holding claims
against Excapsa Software Inc. nka 6356095 Canada Inc. are required
to file their claims on or before March 22, 2007, with the
company's liquidator:

     Mintz & Partners Limited
     Liquidator of 6356095 Canada Inc.
     1 Concorde Gate, Suite 200
     Toronto, Ontario
     Canada M3C 4G4
     Tel: (416) 391-2900
     Fax: (416) 644-4303

Excapsa Software's shareholders passed a special resolution on
Nov. 24, 2006, requiring the company to be voluntarily liquidated
and dissolved under the provisions of Section 211 of the Canada
Business Corporations Act.

On that date, the shareholders also appointed Mintz & Partners
Limited of Toronto, Ontario, as Liquidator, effective Nov. 30,
2006.

The shareholders also passed a special resolution to change the
corporation' name from Excapsa Software Inc. to 6356095 Canada
Inc.

On Nov. 30, 2006, the Honorable Madam Justice Mesbur of the
Ontario Superior Court of Justice approved and ratified the
appointment of Mintz & Partners Limited as liquidator of the
corporation.  Justice Mesbur also authorized the Liquidator to
carry out the liquidation and dissolution of the company under
supervision of the Court.

On Dec. 22, 2006, Justice Mesbur issued an amended and restated
order stating that Mintz & Partners' appointment becomes effective
as of Jan. 15, 2007.


FORUM HEALTH: Moody's Holds B1 Bond Rating, Removes from Watchlist
------------------------------------------------------------------
Moody's Investors Service has confirmed the B1 bond rating for
Forum Health, removing the rating from Watchlist.

The outlook is negative.

Legal security:

Gross revenue pledge and mortgages on the primary facilities

Interest rate derivatives:

None

Strengths:

   * Prominent market position in the consolidated two-system
     Youngstown, Ohio area with about 52% market share in Trumbull
     County and 40% in Mahoning County.

   * Adequate system-wide consolidated cash position with
     $114 million as of Dec. 31, 2006, which while maintained
     throughout much of 2006 declined at the end of the year
     primarily due to the funding of a debt service reserve fund
     and the timing of payables.

   * Operating improvement achieved in 2006 with most months after
     March either breakeven or a modest loss.

   * Ability to sign a new contract with one of its three unions
     and achieve wage and benefit concessions.

Challenges:

   * Heavily unionized workforce with about 75% of employees in
     unions, compared with a much smaller portion at Forum's
     primary competitor.  Moody's believe Forum will need to
     secure concessions from its other two unions in order to
     ensure the system's long-term financial viability.

   * Capital needs in order to remain competitive.

   * Despite improvement, operating performance are at levels that
     are not strong enough to sustain operations and investment
     long-term.

   * Competition from a financially strong and equally-sized
     hospital system, which is opening a new hospital in September
     of 2007 and will have a significant impact on Forum, and from
     physicians, who are competing heavily for outpatient
     services.

   * Economically weak service area, which is contributing to
     higher self-pay and charity care as well as payer mix shifts
     to less-profitable insurance plans.

   * Significant and multi-year declines in inpatient and
     outpatient surgeries, particularly at the Northside facility,
     from increased competition.

   * Liquidity risk associated with two bank agreements,
     supporting a total of $60 million in debt, which were
     extended until January 2008 but are under forbearance
     agreements until March 2007 that likely will need to be
     renegotiated.

   * Pension funding requirements, which may be particularly large
     in 2008.

Recent developments:

Moody's is removing Forum' s rating from the Watchlist and
confirming the B1 rating based on the progress made on improving
operations in 2006.  The outlook is negative, which reflects the
significant challenges the system is still trying to address.

Moody's believes the operating improvement to date is only enough
to sustain the system in the short-term and will not allow Forum
to make needed operating and capital investments or absorb the
impact of a new competitive hospital opening in late-2007.

Forum continues the process of negotiating with its unions prior
to the expiration of the collective bargaining agreements to
obtain wage and benefit concessions, work rule changes, and other
contractual revisions.  

Importantly, the system reached an agreement with and received
concessions from the primary union at Trumbull Memorial Hospital,
although the contract covering nurses will be up for renegotiation
in October 2007.  Progress with the other unions has been very
slow and no agreements have been made.  Without these concessions,
Forum will continue to be competitively disadvantaged as the
system's competitor does not have much unionization and has a
significantly lower labor cost structure.

Since July, and excluding certain non-recurring items noted below,
Forum's operating performance has improved with monthly results
around breakeven, reporting modest losses or modest profits. For
the full year on an unaudited basis, the operating loss for the
system was $19.3 million before restructuring charges of
$26 million, compared with a $39.8 million loss in 2005.

Operating cashflow was $16.0 million in 2006, compared with a loss
of $5.3 million in 2005.  Improvement has been achieved as a
result of management's work with Wellspring Partners on a
restructuring effort that includes staff reductions, non-union
benefit cost savings, limited capital spending, and other efforts
to control expenditures and improve the revenue cycle.

Unrestricted cash has generally remained stable throughout the
year of 2006 but declined in December to $114 million at year-end
2006 due to $9 million of cash transferred to a debt service
reserve fund, $2 million related to managing technical defaults
and obtaining forbearance agreements with the banks and the timing
of accounts payables.

Forum's Fifth Third letter of credit and JPMorgan/MBIA SBPA were
extended to January 15, 2008 but the system is operating under
forbearance agreements with the banks that extend until
March 31, 2007 and will need to be renegotiated at that time.
Forum's pension plan is underfunded and the system may need to use
cash to meet funding requirements, depending on the outcome of
union negotiations and any modifications to benefits.

While Moody's recognizes the recently improved financial
performance, it continues to be concerned that Forum will continue
to face long-term operating challenges, as the system deals with
several immediate challenges.  These include a weak local economy,
aggressive competition from Humility of Mary Health Partners' St.
Elizabeth Health Center and St. Joseph Health Center, the
scheduled opening of a new hospital in the third quarter of 2007
by Humility of Mary, physician competition for profitable
outpatient services, and high labor costs as reportedly compared
to the local CHP facilities that operate largely free of unions.
Humility of Mary's new hospital is expected to open in September,
2007 and Moody's expects this could have a sizable impact on Forum
in the last quarter of the year and into 2008 as volumes shift
from Forum's Northside facility to the new hospital.

Outlook:

Despite some operating improvement, the negative outlook reflects
the system's significant on-going challenges in executing and
sustaining a successful turnaround, and the impact from the
opening of a competitive hospital in September 2007.

What could change the rating -- up

Significant improvement in operating performance with evidence of
ability to sustain and meet budgets, growth in unrestricted cash,
stability in volumes, demonstration of an ability to meet capital
requirements to remain competitive, the successful renegotiation
of all collective bargaining agreements.

What could change the rating -- down

Continued operating losses, an increase in debt or other capital
needs, decline in unrestricted cash, further notable declines in
volumes, inability to achieve targeted union concessions.

Key indicators:

Assumptions & Adjustments:

   * Based on financial statements for Forum Health

   * First number reflects audit year ended Dec. 31, 2005

   * Second number reflects unaudited 12-month financial
     statements ended Dec. 31, 2006

   * Investment returns smoothed at 6% unless otherwise noted

   * Non-recurring items eliminated include $5.4 million favorable
     malpractice insurance adjustment, a $7.5 million favorable
     pension curtailment gain and a $1.3 million unfavorable
     charity care/bad debt adjustment in 2006

      -- Inpatient admissions: 32,253; 31,865

      -- Total operating revenues: $505 million; $495 million

      -- Moody's-adjusted net revenue available for debt service:
         $2.2 million; $18.9 million

      -- Total debt outstanding: $182 million; $178 million

      -- Maximum annual debt service: $14.5 million; $14.5 million

      -- MADS coverage with reported investment income: 0.5x;
         1.8x

      -- Moody's-adjusted MADS coverage with normalized investment
         income: 0.2x; 1.3x

      -- Debt-to-cash flow: negative; 18x

      -- Days cash on hand: 89 days; 86 days

      -- Cash-to-debt: 69%; 64%

      -- Operating margin: -7.9%; -3.9%

      -- Operating cash flow margin: -1.1%; 3.3%

Rated debt:

   * The outstanding $77 million Series 1997A, rated Aaa based
     upon MBIA insurance, B1 underlying rating

   * The $43 million Series 1997B, rated Aaa/VMIG1 based on MBIA
     insurance and standby bond purchase agreement from JPMorgan,
     B1 underlying rating

   * The $40 million Series 2002A, rated B1

   * The $16 million Series 2002B, rated Aa1/VMIG1 based on letter
     of credit from Fifth Third


FOUNDATION COAL: S&P Affirms B Senior Unsecured Debt Rating
-----------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Linthicum
Heights, Maryland-based Foundation Coal Corp. to stable from
positive.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and 'B' senior unsecured debt rating on the company.

"The outlook revision reflects the company's weaker credit metrics
and operating earnings due to industry-wide cost pressures and
declining prices, operational challenges in its Central
Appalachian mines, and soft industry conditions over the
intermediate term," said Standard & Poor's credit analyst
Marie Shmaruk.

The stable outlook incorporates Foundation's diversified reserve
base, stable historical operating profile, and credit metrics that
are in line with its business risk profile.

"We could revise the outlook to negative if shareholder and growth
initiatives weaken its credit metrics, if expansion efforts are
unsuccessful, or if margins contract further," Ms. Shmaruk said.

"Conversely, we could revise the outlook to positive should the
company generate strong free cash flow to fund a meaningful
reduction in its outstanding debt and underfunded postretirement
and other mining liabilities.  This is a less likely scenario,
however, given the current state of coal prices, cost pressures,
and potential increase in debt associated with reserve
acquisitions."


GALLATIN CLO: S&P Rates $15.5 Million Class B-2L Notes at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Gallatin CLO III 2007-1 Ltd.'s $406.3 million
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

                   Gallatin CLO III 2007-I Ltd.
   
              Class         Rating        Amount
              -----         ------        ------------
              X             AAA             $4,800,000
              A-1L          AAA           $253,000,000
              A-1LR         AAA            $60,000,000
              A-2L          AA             $33,000,000
              A-3L          A              $24,500.000
              B-1L          BBB            $15,500,000
              B-2L          BB             $15,500,000
              Equity        NR             $28,000,000

                          NR -- Not rated.


GATEHOUSE MEDIA: Moody's Rates Proposed $960 Mil. Facilities at B1
------------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to GateHouse
Media Operating, Inc.'s proposed $960 million senior secured
credit facilities and affirmed its B1 Corporate Family rating.

Assigned:

   -- Proposed $40 million senior secured first lien revolving
      credit facility, due 2014, B1, LGD 3, 35%

   -- Proposed $670 million senior secured term loan B, due 2014,
      B1, LGD 3, 35%

   -- Proposed $250 million senior secured delayed draw term loan,
      due 2014, B1, LGD 3, 35%

Affirmed:

   -- Corporate Family rating, B1

   -- Probability of Default rating, B2

Affirmed and subject to withdrawal at closing:

   -- $40 million senior secured first lien revolving credit
      facility, due 2013, B1, LGD 3, 35%

   -- $570 million senior secured first lien term loan facility,
      due 2013, B1, LGD 3, 35%

The rating outlook is stable.

The rating affirmation reflects GateHouse's continuing high
leverage, the acquisitiveness of its management team, its
vulnerability to spending on print advertising, overall declining
circulation trends for its newspapers, the impact of rising
newsprint costs, and the limited growth prospects of the newspaper
publishing industry.

Ratings also reflect the company's dividend policy which will
likely consume most of its free cash flow to the detriment of debt
holders.  The ratings are supported by the defensibility and
diversification of GateHouse's community newspaper model, the
longstanding reputation of its newspaper titles, and barriers to
competitive entry due to the inability of most of its small rural
markets to support more than one local newspaper.

The stable rating outlook reflects the predictability of
GateHouse's business model, its relatively low capital spending
requirements and the absence of any meaningful debt maturities
prior to 2014.

On Jan. 29, 2007, GateHouse reported that it had signed a
definitive agreement to acquire SureWest Directories from SureWest
Communications for $110 million.  The company plans to use
proceeds from the proposed term loan facility and a partial
drawing under the proposed revolver to refinance $573 million of
existing debt and fund the SureWest Directories acquisition.

The proposed refinancing will increase GateHouse's debt by
approximately $100 million.  Cost-cutting should result in debt to
EBITDA closer to the mid-six times range by the end of fiscal
2007.

The proposed delayed draw term loan may be used to fund
acquisitions for a period of six months following the closing, at
which point all undrawn commitments will expire.  The delayed draw
term loan may only be utilized to the extent that total debt does
not exceed 6.5 times EBITDA.

The proposed facilities are rated the same as the Corporate
Family, as senior secured debt represents substantially all of the
company's debt at closing.

The senior secured facilities are secured by a pledge of stock of
the borrower and its operating subsidiaries. Borrowings are
guaranteed on a senior secured basis by substantially all of the
holding company's and operating companies' assets.  The term loans
are rated at parity with the revolving credit facility since all
collateral is shared on a pari-passu basis.

Moody's notes that the ability of term loan lenders and delayed
draw lenders to call an event of default is largely subject to the
actions of revolving credit lenders.  In Moody's view, the
inability of term loan and delayed draw lenders to independently
declare a payment default, a covenant breach, or a cross default,
represents a significant structural differentiation.

GateHouse's auditors have identified two material weaknesses
relating to the company's internal controls over financial
reporting for 2005.  Management has announced measures to
remediate these weaknesses, including the recruitment of
additional financial personnel and greater centralization of
accounting and reporting functions.

Headquartered in Fairport, New York, GateHouse Operating, Inc. is
a leading US publisher of local newspapers and related
publications.  Pro forma for the recent acquisitions, the company
recorded sales of approximately $450 million in the fiscal year
ended December 2006.


GENER8XION ENTERTAINMENT: Stonefield Raises Going Concern Doubt
---------------------------------------------------------------
Stonefield Josephson Inc. in Los Angeles, Caifornia, expressed
substantial doubt about Gener8Xion Entertainment Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Oct. 31, 2006.  The auditing firm pointed to the company's
operating losses since inception.

Gener8Xion Entertainment Inc. reported a $5.8 million net loss on
$5.7 million of total revenues for the year ended Oct. 31, 2006,
compared with a $1.2 million net loss on $450,758 of total
revenues for the year ended Oct. 31, 2005.

Production revenue amounted to $4.7 million in fiscal 2006
compared to $320,000 in fiscal.  Revenue earned on the domestic
theatrical release of the company's first motion picture, "One
Night with the King" amounted to $4.3 million.  

The related cost of production was $5.6 million, which primarily
related to print and advertising expense for the movie of
$5.8 million.  The company received a production cost refund from
a related party of $390,000 in 2006.  There was no related cost of
production revenue in 2005.

Revenue from sale of lighting equipment amounted to $846,159 for
2006 and $75,182 for 2005.  This was earned by the company's new
division, Cinemills, which was purchased Sept. 30, 2005.  The
related cost of sales amounted to $439,367 in 2006 and $38,729 in
2005.

General and administrative expenses increased to $5 million from
$1.6 million in fiscal 2005 mainly due to the $122,678 increase in
accounting and legal fees, $335,626 in other professional services
and contract labor absent in fiscal 2005, and the $2.6 million
increase in stock option expense.

Interest expense increased to $288,123 in fiscal 2006 from $3,556
of interest expense in fiscal 2005.  Interest expense relates
mainly to borrowings for the print and advertising for the movie
"One Night with the King."

At Oct. 31, 2006, the company's balance sheet showed $7.1 million
in total assets and $7.4 million in total liabilities, resulting
in a $296,922 total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?19f9

                   About Gener8Xion Entertainment

Based in Burbank, California, Gener8Xion Entertainment Inc.
(OTC BB: GNXE.OB) -- http://www.8x.com/-- is an integrated media  
company engaged in various operating activities including film and
television production and distribution, sales and rentals of film
and video equipment, systems integration and studio facility
management.


GENERAL MOTORS: Collaborates With Colorado State on E85 Ethanol
---------------------------------------------------------------
General Motors Corp. and Governor Bill Ritter's Colorado E85
Coalition have announced plans for the addition of 40 new E85
ethanol-fueling locations to be opened throughout the state by the
end of 2007.  GM will promote the new fueling locations as part of
a broader, ongoing national GM campaign to boost the use and
awareness of ethanol-based E85 fuel in the United States.  The
announcement was made at the State Capitol during an event
presided over by Colorado Governor Bill Ritter, GM executives, and
the U.S. Department of Energy.

"I commend General Motors, our retail partners, the Coalition, and
local organizations including the Colorado Corn Growers for making
alternative fuels more widely available to Colorado drivers.  The
Coalition's goal to increase alternative fuel awareness and
infrastructure statewide bring Coloradans more options and reasons
for choosing biofuels.  These are the necessary steps to support
new energy economies and decrease our oil dependence," Gov. Ritter
said.

Colorado's plans for adding an additional forty stations to the
existing 13 E85 fueling locations is significant since it is the
largest one-time announcement made by GM and any state partner to-
date.  Noteworthy to Colorado's efforts, and which other states
will benefit from, is how collaboration with state government
leadership is important to help ensure E85 ethanol can be made
more widely available to consumers at a time when Underwriters
Laboratories has temporarily suspended authorization for
manufacturers to use UL Markings on E85 fuel dispensing devices.
Working together, the Fire Marshals' Association of Colorado, the
Colorado Division of Oil and Public Safety, the Colorado Division
of Fire Safety and the Office of Energy Management and
Conservation were able to develop appropriate guidelines for local
jurisdictions to continue to use E85 fuel dispensers until UL
resumes listing fuel-dispensing equipment.

"We appreciate the efforts of Governor Ritter and the OEMC to
support E85 ethanol and we commend the fire marshals for
developing a state-wide plan to continue to make this great fuel
alternative available in Colorado as UL progresses with testing
and certification," General Motors Vice President of Environment
and Energy Elizabeth Lowery said.

"At GM, we believe that the biofuel with the greatest potential to
displace petroleum-based fuels in the U.S. is ethanol and we have
made a major commitment to vehicles that can run on E85 ethanol-
with over two million of our FlexFuel vehicles on the road today
and plans to expand production going forward.  We will continue to
work with government, organizations and retailers to promote
increased use and awareness of E85 ethanol across the country."

As part of the partnership, GM will promote the availability of
the fuel with consumer and dealer outreach.  Local GM dealers will
help promote these new refueling stations whenever customers
purchase flex-fuel vehicles.  [Thi]s announcement is part of a
nationwide effort by GM to help grow the E85 ethanol fueling
station infrastructure.  Since May of 2005, GM has announced
partnerships in 12 states (South Dakota, California, Texas,
Illinois, Minnesota, Michigan, Indiana, Ohio, Pennsylvania,
Florida, New York, and Virginia) to locate more than 200 E85
fueling pumps at stations around the country.

The goals of the Colorado E85 Coalition depend upon strategic
partnerships with key retailers like Pester Marketing and Western
Convenience.  These two retailers announced that they are
committed to respectively opening 12 and 10 E85 ethanol-as well as
some biodiesel-fueling sites this year.

Rich Spresser, Executive Vice President, Pester Marketing added,
"As the number of flex fuel vehicles on Colorado roads continues
to increase, Pester is pleased to be able to provide our customers
with convenience while supporting the use of cleaner burning
fuels, like E85 ethanol."

"Western Convenience is proud to offer its customers and the many
Colorado motorists greater access to E85 fuel," Western
Convenience Director of Operations Bob Van Meter said.  "Our 10
sites will make alternative fuels available across the state."

"The Department of Energy congratulates Governor Ritter's Colorado
E85 Coalition and General Motors in the formation of this
partnership to promote renewable biofuels for consumers at more
retail locations," the Department of Energy Principal Deputy
Assistant Secretary John Mizroch said.

"Recently, DOE awarded the Coalition nearly $400,000 for
increasing alternative fuel infrastructure development and usage
in Colorado.  All of these efforts will help our nation to wean
itself from its addiction to oil by providing consumers with
domestically grown and produced fuel choices like E85 ethanol."

GM's E85 partnership and marketing campaign are designed to
encourage greater E85 use and showcase GM's E85 FlexFuel vehicle
leadership to U.S. consumers.  E85 FlexFuel vehicles can run on
any combination of gasoline and/or E85, a fuel blend of 85%
ethanol and 15% gasoline.  E85 can contribute to energy
independence because it diversifies the source of transportation
fuels beyond petroleum, and it provides positive environmental
benefits in the form of reduced greenhouse gas emissions.

Currently, GM has more than 2 million E85 FlexFuel vehicles on the
road in all 50 states, and will produce more this year.  For the
2007 model year, GM is offering 16 E85 ethanol-capable vehicle
models, with an annual production of more than 400,000 vehicles.
This is more than any other manufacturer.

GM believes that developing alternative sources of energy and
propulsion is the key to mitigating many of the issues surrounding
energy availability.  Producing E85 FlexFuel vehicles is one part
of GM's strategy to help reduce the use of petroleum and also
reduce vehicle emissions.  GM's strategy also includes improving
the efficiency of the traditional internal combustion engine with
technologies available today; and developing electrically driven
vehicles such as hybrids, plug-in hybrids, fuel cell vehicles, and
electric vehicles.

                     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.


GRANT FOREST: Moody's Downgrades Corporate Family Rating to B2
--------------------------------------------------------------
Moody's Investors Service downgraded Grant Forest Products Inc.'s
corporate family rating to B2 from Ba3.  The rating action was
prompted by dramatic revisions to expectations of credit
protection measures that are likely to prevail over the next two
years.

In turn, these result from significantly elevated debt levels
caused by the need to fund material cost over-runs at the
company's two oriented strandboard (OSB) mill construction
projects, and from much reduced cash flow stemming from lower OSB
prices and volumes.  Consequently, lower OSB pricing is the
consequence of increased supply resulting from an industry-wide
capacity expansion binge, and decreased demand resulting from a
material decrease in housing starts.

These adverse influences are amplified by a labor contract related
work stoppage at the company's Timmins OSB mill.   As a
consequence of these influences, Moody's now expects it to be more
than two years before a combination of improved market conditions
and debt amortization will cause credit metrics to normalize, and,
in the interim, the dollar value of company's debt burden is
expected to significantly exceed that of its annual sales.  The
magnitude and duration of this period of financial stress combined
to cause Moody's to downgrade Grant's CFR to B2 from Ba3.

Moody's had previously noted that the inter-relationship of debt
incurred to finance Grant's construction activities, an
industry-wide capacity expansion drive and reduced housing starts
would cause the company's credit protection measures to lag those
appropriate for its rating by a wide margin until conditions
normalized.  

At this juncture, both the magnitude and duration of the expected
deviation have significantly and abruptly increased, with the
company's inability to manage construction activities and costs
being the single largest issue.  While it appears that steps have
belatedly been taken to cap construction costs, it is expected
that credit protection metrics will deteriorate substantially
before the combination of improving commodity prices and sales
volumes allow measures to return to levels appropriate for the
rating.  However, at the B2 rating level, risks are balanced and
the outlook is stable.  Moody's last rating action on Grant was in
June 2006 when the corporate family rating was affirmed at Ba3.

Downgrades:

   -- Grant Forest Products Inc.
   -- Corporate Family Rating, Downgraded to B2 from Ba3

Headquartered in Toronto, Ontario, Grant Forest Products Inc. is a
privately held manufacturer of oriented strandboard, a wood-based
building material that competes with plywood in many applications.
The company owns and operates two existing manufacturing
facilities, both located in Ontario, Canada. Grant also owns a 50%
joint venture interest in a third facility located in Alberta,
Canada.  Grant has used bank financing supplemented with cash flow
from operations to construct a new OSB mill in South Carolina, and
a second one, also in South Carolina, is currently under
construction.  When these two mills are completed and fully
operational, the company's attributable production capacity will
have doubled from current levels.


HARRINGTON HOLDINGS: S&P Junks Rating on $50 Mil. Senior Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Cleveland, Ohio-based medical products
distributor Harrington Holdings Inc.

The rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's senior secured financing, consisting of a
$45 million first-lien revolving credit facility due in
January 2012, a $175 million senior secured first-lien term loan
due in January 2013, and a $50 million senior secured second-lien
term loan due July 2014.  The first-lien debt was rated 'B' with a
recovery rating of '2', indicating the expectation for substantial
recovery of principal in the event of a payment default.

The second-lien debt was rated 'CCC+' with a recovery rating of
'5', indicating the expectation for negligible recovery of
principal in the event of a payment default.

The term loans were used along with rollover and sponsor equity to
finance the acquisition of HHI by sponsor The Jordan Co.
Management still retains a fairly significant ownership stake in
the company.

"The 'B' corporate credit rating on HHI reflects the company's
position as a midsize company in the fragmented medical product
distribution market, the potential for margin pressures, the
relatively low barriers to entry for the company's services, and
its highly leveraged capital structure," said Standard & Poor's
credit analyst Alain Pelanne.

"These risks are partially outweighed by the company's track
record of largely organic growth, its wide range of product
offerings, and its diverse customer base of individual and
commercial clients."

HHI is currently levered at more than 5.5x on a lease-adjusted
basis.  While this debt load is considered high, it is within the
rating category, and is expected to be supported by continued
strong cash generation.  The possibility for an increase in
leverage due to an acquisition remains, though this is not
immediately expected.


HCA INC: Dec. 31 Balance Sheet Showed $11.24BB in Equity Deficit
----------------------------------------------------------------
HCA Inc.'s  balance sheet at Dec. 31, 2006, showed $23.61 billion
in total assets, $33.94 billion in total liabilities,
$0.91 billion in minority interests, resulting in an
$11.24 billion stockholders' deficit.

The company had a $5.13 billion stockholders' equity at Sept. 30,
2006, and $4.86 billion at Dec. 31, 2005.

For the fourth quarter ended Dec. 31, 2006, the company reported
$122 million of net income on $6.49 billion of revenues, compared
with $325 million of net income on $6.18 billion of revenues for
the same period in 2005.

Fourth quarter 2006 results include gains on investments of
$103 million, gains on sales of facilities of $159 million,
transaction costs related to the completed recapitalization of
$433 million, and an impairment of long-lived assets of
$24 million.

In the 2005 fourth quarter, HCA results included gains on
investments of $1 million and gains on sales of facilities of
$49 million.

Due primarily to the recapitalization transactions, interest
expense increased to $373 million in the fourth quarter of 2006
compared with $166 million in same period of 2005.

Same facility admissions increased 0.3% and same facility
equivalent admissions increased 0.2% in the fourth quarter of 2006
compared to the prior year fourth quarter.

Same facility revenue per equivalent admission increased 7.5%
(8.3% increase when adjusted for uninsured discounts) in the
fourth quarter of 2006 compared to the fourth quarter of 2005.

Same facility uninsured discounts, which reduce revenues and the
provision for doubtful accounts by generally equal amounts,
totaled $296 million in the fourth quarter of 2006 compared with
$226 million in the same quarter of 2005.

For the year ended Dec. 31, 2006, the company reported
$1.04 billion of net income on $25.48 billion of revenues,
compared with $1.42 billion of net income on $24.46 billion of
revenues in the prior year period.

Financial results for 2006 include gains on investments of
$243 million, gains on sales of facilities of $205 million,
transaction costs related to the recapitalization of $442 million,
an impairment of long-lived assets of $24 million, and a reduction
in its professional liability reserves of $136 million.

Financial results for 2005 include gains on sales of facilities of
$78 million and a reduction in its professional liability reserves
of $83 million.

On Nov. 16, 2006, the company's shareholders approved a merger
with an acquiring consortium led by Bain Capital, Kohlberg Kravis
Roberts & Co., and Merrill Lynch Global Private Equity, along with
HCA founder, Dr. Thomas F. Frist, Jr., and certain members of his
family and HCA management for $51.00 per share in cash for each
share of HCA common stock held.  The transaction closed on
Nov. 17, 2006.

                            About HCA

Headquartered in Nashville, Tennessee, HCA (Hospital Corporation
of America) Inc. (NYSE: HCA) -- http://www.hcahealthcare.com/--
is a healthcare services provider, composed of locally managed
facilities that include approximately 173 hospitals and
107 freestanding surgery centers (including seven hospitals and
nine freestanding surgery centers operated through equity method
joint ventures) located in 20 states, London, England and Geneva,
Switzerland.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Fitch downgraded and removed from Rating Watch Negative HCA Inc.'s
Issuer Default Rating to 'B' from 'BB+' and senior unsecured notes
to 'CCC+/RR6' from 'BB+'.

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Moody's Investors Service downgraded the ratings of the senior
unsecured notes of HCA Inc. to Caa1 from Ba2.


HCA INC: Inconsistency Does Not Affect Debt Ratings Says S&P
------------------------------------------------------------
In the course of reviewing the final documentation for HCA Inc.'s
$22.5 billion secured financing, Standard & Poor's Ratings
Services has determined that the collateral on the $5.7 billion
second-lien notes is inconsistent with that described in the
preliminary documentation.

This determination, however, does not affect the loan or recovery
ratings assigned to the company's secured debt on Oct. 20, 2006.
The $16.8 billion first-lien debt was affirmed at 'BB' with a
recovery rating of '1', indicating a high expectation for full
recovery of principal in the event of a payment default.  The
second-lien debt was affirmed at 'BB-' with a recovery
rating of '1'.

At issue is the collateral package on the second-lien notes, which
have a second lien on the same assets securing the first-lien bank
facilities.  Standard & Poor's Oct. 20, 2006 recovery report did
not address the exclusion that removes certain real property
assets from the second-lien collateral package.  However, in
addition to the second lien on certain assets securing the
first-lien facilities, the second-lien notes also enjoy a
second-lien pledge of the stock of subsidiaries pledged to the
first-lien lenders.  Together, they still provide sufficient value
for the prospect of full recovery of principal in the event of a
payment default.


HOSPITALITY PROPERTIES: S&P Rates $300 Mil. Preferred Share at BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Newton, Massachusetts-based Hospitality Properties Trust's
$300 million series C cumulative redeemable perpetual preferred
share issue.  Net of fees and expenses, HPT expects proceeds of
$290 million to be used to partially fund the company's January
2007 purchase of TravelCenters of America Inc.

At the same time, Standard & Poor's affirmed its existing ratings
on the company, including the 'BBB' corporate credit rating.

The rating outlook is stable.

"The 'BBB' rating on HPT reflects the conservative terms of the
company's lease and management contracts, the generally good
financial profiles of the company's tenants, and its historically
conservatively capitalized balance sheet," said Standard & Poor's
credit analyst Emile Courtney.

"These factors are partially mitigated by HPT's active external
growth strategy and its limited financial flexibility as a REIT."

HPT's financing of its $1.9 billion TA acquisition with almost
$890 million in common equity is a critical factor for the current
rating.  On Feb. 13, 2007, HPT completed a follow-on public
offering of 5 million shares for almost $240 million, after
selling 13.8 million common shares in two transactions in December
2006 and January 2007 for proceeds of just more than $650 million.
The company is expected to complete the remainder of its financing
for the TA acquisition with debt.

Pro forma for the addition of minimum rents from TA,
Standard & Poor's expects that leverage would be about 50% as
measured by debt to total capital, and 4x as measured by total
debt to EBITDA.  In addition, EBITDA to fixed-charge coverage
would be in the mid-3x area.  This compares with debt to total
capital of about 40%, total debt to EBITDA of just more than 3x,
and EBITDA interest coverage of just less than 5x as of September
2006.


HOST AMERICA: Posts $1.6 Million Net Loss in Quarter Ended Dec. 31
------------------------------------------------------------------
Host America Corp. reported a $1.6 million net loss on
$9.1 million of net revenues for the second quarter of fiscal 2007
ended Dec. 31, 2006, compared with a $2.7 million net loss on
$8.1 million of net revenues for the same period in fiscal 2006.

Net revenues increased in all three business segments of  
corporate dining, unitized meals and energy management.  The bulk
of the increase came from the corporate dining segment, which
contributed $447,247 of the increase, largely due to securing a
new contract and a new location with an existing client, which was
partially offset by a cancellation by a major customer account.  

The unitized meals segment contributed $326,078 of the net revenue
increase, due to substantive price increases in major large client
programs, while the energy management segment contributed
$253,843, largely due to new electrical contracts and construction
orders.

Operating costs and expenses increased slightly to $10,545,418 in
the fiscal 2007 second quarter from $10,484,131 in the fiscal 2006
quarter, mainly due to the $1.5 million increase in cost of
revenues, partly offset by a $1.2 million decrease in selling,
general and administrative expenses, a $170,591 decrease in
research and development costs, and a $33,502 decrease in
depreciation and amortization expenses.

Other expense decreased to $151,850 from $275,664 in the prior
period quarter mainly due to a $93,001 fair value gain on warrant
liability resulting from the Shelter Island Term Loan in the
fiscal 2007 quarter, compared to a $80,828 fair value loss on
warrant liability associated with the outstanding warrants from
the Laurus transaction in the fiscal 2006 quarter.

At Dec. 31, 2006, the company's balance sheet showed $10.2 million
in total assets and $14.8 million in total liabilities, resulting
in a $4.6 million total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $8.1 million in total current assets available to
pay $10.2 million in total current liabilities.

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

                        Pending Litigations

In August 2005 and September 2005, twelve putative class action
complaints were filed in the United States District Court for the
District of Connecticut, naming as defendants the company,
Geoffrey W. Ramsey, and David J. Murphy.  The complaints purported
to be brought on behalf of all persons who purchased the company's
publicly traded securities between July 12 and July 22, 2005.
      
In general, plaintiffs alleged that the company's July 12, 2005
press release contained materially false and misleading statements
regarding the company's commercial relationship with Wal-Mart.  
These allegedly harmed the purported class by artificially
inflating the price of the company's securities and that certain
defendants personally benefited from the inflated price by selling
stock during the alleged class period.  

On Sept. 21, 2005, as amended on Sept. 26, 2005, the Court
consolidated the above-referenced class actions under the caption,
In re Host America Securities Litigation, Civil Action No. 05-cv-
1250 (JBA).  On June 15, 2006, lead plaintiff filed a Consolidated
Complaint for Violations of the Securities Laws.  Plaintiffs
sought unspecified damages based on alleged violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated thereunder, and under Section 20A against
defendants Sarmanian and Lockhart.  
      
Host has also been named as a nominal defendant in two shareholder
derivative actions filed in the United States District Court for
the District of Connecticut.  By order dated Oct. 20, 2005, the
court consolidated the derivative actions, and administratively
consolidated the derivative actions with In re Host America
Securities Litigation, Civil Action No. 05-cv-1250 (JBA).   
      
Host has also been named as a nominal defendant in a separate
derivative action filed in the Connecticut Superior Court for the
Judicial District of New Haven in Bart Hester v. Geoffrey W.
Ramsey, et al., filed on or about Sept. 28, 2005.  On
Jan. 20, 2006, Host and Host's officer and director defendants
filed a motion to stay all proceedings in Hester in light of the
derivative actions pending in the federal court.  The Superior
Court granted the motion to stay on June 13, 2006.  As a result,
the Hester action is stayed until further order of the Court.
      
On or about May 2, 2006, 47 plaintiffs who alleged that they
purchased Host securities at artificially inflated prices in
reliance on the July 12, 2005 press release brought suit in the
Connecticut Superior Court for the Judicial District of New Haven,
naming Host as the sole defendant.  Enrique Joe Contreras, et al.,
v. Host America Corp., Civil Action No. 402488.  

The company believes it has substantial and meritorious defenses
to the above actions.  Due to the expense and uncertainty of such
litigation, the Company has engaged in settlement discussions with
the attorneys for lead plaintiff in the class action, plaintiffs
in federal derivative action, and plaintiffs in the Contreras
action. Among other things, the company and those plaintiffs
through counsel held a one day, non-binding mediation, and,
subsequent thereto, have continued to discuss potential negotiated
resolution.
      
                         SEC Investigation
      
On July 19, 2005, the staff of the Securities and Exchange
Commission's Fort Worth Office initiated an informal inquiry into
the facts and circumstances of the aformentioned cases.  On July
22, 2005, the SEC issued a Formal Order of Investigation into the
issuance of the press release and initiated a suspension in the
trading of Host's securities.  The SEC investigation is still
ongoing, and Host's current officers have responded to all SEC
requests for interviews and information.
                            
                        Going Concern Doubt

Mahoney Cohen & Company, CPA, in New York City, expressed
substantial doubt about Host America's ability to continue as a
going concern after auditing the company's financial statements
for the years ended June 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from continuing
operations, negative cash flows and stockholders' deficiency at
June. 30, 2006.  The auditing firm also said that the company's
involvement in significant litigations can have an adverse effect
on the company's operations.

                         About Host America

Headquartered in Hamden, Conn., Host America Corporation (Other
OTC: CAFE.PK) -- http://www.hostamericacorp.com/-- provides   
customized energy management and conservation solutions for
commercial, industrial and real estate customers.  The company's
food management business provides outsource food management on a
long-term contract basis for corporations, schools, meals on
wheels, and head start programs.  The company employs
approximately 524 employees.


INDEPENDENCE I: Fitch Affirms B Rating on $50 Mil. Class B Notes
----------------------------------------------------------------
Fitch affirms two classes of notes issued by Independence I CDO
Ltd.

These rating actions are effective immediately:

   -- $128,218,154 class A notes affirmed at 'A'; and
   -- $50,000,000 class B notes remain at 'B/DR3'.

Independence I is a collateralized debt obligation which closed in
December 2000 and is managed by Declaration Management & Research
LLC.

Declaration is rated 'CAM2' by Fitch for managing structured
finance CDOs.  The collateral portfolio is composed of commercial
mortgage-backed securities, residential mortgage-backed
securities, asset backed securities, collateralized debt
obligation, and real estate investment trusts.  Included in this
review Fitch discussed the current state of the portfolio with the
asset manager.

These affirmations are the result of stabilization in the
portfolio performance since the downgrade on March 6, 2006.
According to December 2006 trustee report the Fitch weighted
average rating factor has decreased to 28 as compared to 29 as of
the January 2006 trustee report.  All overcollateralization and
interest coverage tests continue to fail but remain stable as
compared to January 2006 levels.  Independence I is currently in
the event of default due to the failure of the aggregate
collateral principal balance to be at least equal to the aggregate
outstanding amount of the notes.  The A note holders have the
option to divert all junior interest payments to class A paydowns,
however to date no action has been taken to accelerate the notes.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.


INDEPENDENCE II: Fitch Holds Junk Rating on $78 Mil. Class B Notes
------------------------------------------------------------------
Fitch affirms two classes of notes issued by Independence II CDO
Ltd.

These rating actions are effective immediately:

   -- $176,905,434 class A notes affirmed at 'A-'. and
   -- $78,000,000 class B notes remain at 'CCC/DR3'.

Independence II is a collateralized debt obligation which closed
on July, 26, 2001 and is managed by Declaration
Management & Research LLC. Declaration is rated 'CAM2' by Fitch
for managing structured finance CDOs.  The collateral portfolio is
composed of commercial mortgage-backed securities, residential
mortgage-backed securities, asset backed securities,
collateralized debt obligation, and real estate investment trusts.
Included in this review Fitch discussed the current state of the
portfolio with the asset manager.

These affirmations are the result of stabilization in the
portfolio performance since the downgrade on March 6, 2006.
According to December 2006 trustee report the Fitch weighted
average rating factor has decreased to 31 as compared to 36 as of
the February 2006 trustee report.  All overcollateralization and
Interest coverage tests continue to fail, but remain stable as
compared to February 2006 levels.  Independence II is currently in
the event of default, due to the failure of the aggregate
collateral principal balance to be at least equal to the aggregate
outstanding amount of the notes.  The A note holders have the
option to divert all junior interest payments to class A paydowns,
however to date no action has been taken to accelerate the notes.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.


INDEPENDENCE V: Fitch Holds Rating on $24 Mil. Pref. Shares at BB-
------------------------------------------------------------------
Fitch affirms all classes of notes issued by Independence V CDO,
Ltd.

These rating actions are the result of Fitch's review process and
are effective immediately:

   -- $328,680,117 class A-1 notes 'AAA';
   -- $84,000,000 class A-2A notes 'AAA';
   -- $15,000,000 class A-2B notes 'AAA';
   -- $56,400,000 class B notes 'AA';
   -- $23,037,313 class C notes 'BBB';
   -- $19,100,000 series 1 preference shares 'BB-'; and
   -- $5,500,000 series 2 preference shares 'BB-'.

Independence V is a cash collateralized debt obligation managed by
Declaration Management & Research, LLC.  This transaction closed
Feb. 25, 2004.  The portfolio is composed of residential
mortgage-backed securities, commercial mortgage-backed securities,
asset-backed securities, CDOs, and a real estate investment trust.
Fitch discussed the current state of the portfolio with the asset
manager.

Deleveraging of the transaction has led to increased credit
enhancement levels for all classes of notes.  All
overcollateralization (OC) and interest coverage tests are passing
the covenants.

The ratings of the class A-1, A-2A, A-2B and B notes address the
likelihood that investors will receive timely payments of
quarterly interest and the ultimate repayment of principal.  In
addition, the rating on the class A-2A notes addresses the timely
payment of monthly interest.  The rating of the class C notes
addresses the likelihood that investors will receive ultimate
payment of scheduled and compensating interest and the ultimate
repayment of principal.  The rating on the series 1 preference
shares addresses the ultimate payment of a 2% coupon and the
ultimate repayment of principal.  The rating on the series 2
preference shares addresses the ultimate payment of a 2% internal
rate of return and the ultimate repayment of principal.  The
principal and IRR of the series 2 preference shares is payable in
Euros and is dependent on a deliverable currency swap transaction.


INTEGRATED ALARM: Moody's Holds B3 Rating on $125MM 2nd Lien Notes
------------------------------------------------------------------
Moody's Investors Service maintained Protection One Alarm
Monitoring Inc.'s B1 ratings on review for possible upgrade on its
$25 million senior secured revolver due 2010 and $300 million
senior secured term loan B due 2012.

Concurrently, Moody's affirmed Protection One's Caa1 rating on its
$110 million senior subordinated notes due 2009, B2 Probability of
Default rating and B2 Corporate Family rating.

Additionally, Moody's affirmed Integrated Alarm Services Group
Inc.'s B3 rating on its $125 million second lien notes due 2011,
SGL-4 Speculative Grade Liquidity rating, B3 Probability of
Default rating, and B3 Corporate Family rating.

"The review of Protection One's B1 ratings on the $25 million
senior secured revolver and $300 million senior term loan B will
focus on the proposed changes in the capital structure
post-transaction which will increase the amount of debt below the
senior secured debt with the assumption of IASG's $125 million
second lien notes due 2011", said Sidney Matti, Analyst at
Moody's.

Based on Moody's Loss Given Default Methodology, the additional
junior debt would likely result in a one notch upgrade for the
ratings on the revolver and term loan.  At this time, the Caa1
ratings on the $110 million senior subordinated notes are not
expected to change.

Upon the closing of the merger transaction, Protection One will
assume IASG's $125 million 12% second lien notes.  Holders of
85.5%, or $106.8 million of IASG's second lien notes have signed a
Lock Up and Consent agreement for an exchange of the existing
notes for a new series of $125 million second lien notes with
Protection One as the issuer.  Part of the exchange includes
several changes to the covenant package under the indenture.  Some
of the amendments include the deletion of the Repurchase Offer
Following Excess Retail Attrition and Limitation on Purchases of
Retail Alarm Monitoring Contracts Following Certain Events
covenants.  However, the noteholders that consent will receive a
second lien status on all of Protection One's assets.

Headquartered in Lawrence, Kansas, Protection One Alarm
Monitoring, Inc. installs, monitors and maintains security alarms
catering to residential, commercial, multifamily and wholesale
customers.  For the twelve months ended Sept. 30, 2006, the
company generated approximately $82 million in adjusted EBITDA on
approximately $268 million in revenues.

Headquartered in Albany, New York, Integrated Alarm Services Group
Inc. provides alarm monitoring services to independent security
alarm companies.  For the twelve months ended Sept. 30, 2006, the
company generated approximately $20 million in adjusted EBITDA on
approximately $96 million in revenues.


JACK CARNEY: Case Summary & Seven Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jack E. Carney, Jr.
        60 Oyster House Drive
        Richmond Hill, GA 31324

Bankruptcy Case No.: 07-40220

Chapter 11 Petition Date: February 7, 2007

Court: Southern District of Georgia (Savannah)

Judge: Lamar W. Davis Jr.

Debtor's Counsel: Judson C. Hill, Esq.
                  Gastin & Hill
                  P.O. Box 8012
                  Savannah, GA 31412
                  Tel: (912) 232-0203
                  Fax: (912) 236-3123

Total Assets: $213,080

Total Debts:  $1,171,096

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service         Estate Property         $785,000
Insolvency, STOP 334-D
Room 400, 401 West Peachtree
Street, Northwest
Atlanta, GA 30308

                                 2006 Tax Liability       $35,000

Georgia Department of Revenue    Estate Property         $260,000
Bankruptcy Unit                                          Secured:
P.O. Box 161108                                          $135,780
Atlanta, GA 30321

                                 2006 Income Tax           $7,500

American Express                                          $24,900
P.O. Box 297812
Fort Lauderdale, FL 33329

Bank of America                                           $24,616

Chase Card Services                                       $10,268

Citibank                                                  $16,804

HSBC                                                       $7,008


JP MORGAN: S&P Puts Low-B Ratings on Six Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-CIBC18's $3.9 billion commercial mortgage pass-through
certificates series 2007-CIBC18.

The preliminary ratings are based on information as of Feb. 16,
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.  Only classes A-1
through D are being offered.
    
                      Preliminary Ratings Assigned

                      J.P. Morgan Chase Commercial
                 Mortgage Securities Trust 2007-CIBC18
    
     Class          Rating    Preliminary   Recommended credit
                                amount            support
     -----          ------    -----------   ------------------
     A-1*           AAA      $105,817,000              30.000
     A-3*           AAA       251,333,000              30.000
     A-4*           AAA     2,002,203,000              30.000
     A-1A*          AAA       373,541,000              30.000
     X**            AAA     3,904,135,398                 N/A
     A-M            AAA       290,414,000              20.000
     A-MFL          AAA       100,000,000              20.000
     A-J*           AAA       226,971,000              11.625
     A-JFL          AAA       100,000,000              11.625
     B              AA         73,203,000               9.750
     C              AA-        29,281,000               9.000
     D              A          58,562,000               7.500
     E              A-         39,041,000               6.500
     F              BBB+       58,562,000               5.000
     G              BBB        43,922,000               3.875
     H              BBB-       43,921,000               2.750
     J              BB+         9,761,000               2.500
     K              BB        14,640,000               2.125
     L              BB-       14,641,000               1.750
     M              B+          9,760,000               1.500
     N              B           4,880,000               1.375
     P              B-        14,641,000               1.000
     NR             NR        39,041,398                 N/A
   
           * Classes A-1, A-3, A-4, and A-1A receive interest and
               principal before class A-J.

           * Losses are borne by class A-J before classes A-1,
             A-3, A-4, and A-1A, which will be applied pari passu.

          ** Class X is interest-only with a notional dollar
             amount.

                           NR -- Not rated.
                      N/A -- Not applicable.


KAMP RE: S&P Puts Junk Rated $190 Mil. Notes on Neg. CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' senior secured
rating on KAMP RE 2005 Ltd.'s $190 million floating-rate
principal-at-risk note will remain on CreditWatch with negative
implications, where it was placed on Oct. 13, 2005.  The note is
due Dec. 14, 2007.

"Since the last CreditWatch update on this rating, there have been
no significant developments," noted Standard & Poor's credit
analyst Gary Martucci.  The notes continue to pay a spread over
LIBOR of 0.10% and the outstanding principal amount has not been
reduced.


KANSAS CITY SOUTHERN: S&P Lifts Default Rating on Preferred Stock
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Kansas
City Southern's preferred stock to 'CCC' from 'D'.

The rating action reflects the company's resumption of dividend
payments.

Standard & Poor's lowered its ratings on the preferred stock to
'D' in May 2006, following the railroad company's failure to make
scheduled dividend payments due to bond indenture restrictions.

"The 'B' corporate credit rating reflects Kansas City Southern's
highly leveraged capital structure, challenges associated with its
integration of the Mexican railroad it acquired in April 2005, and
limited [albeit improving] liquidity," said Standard & Poor's
credit analyst Lisa Jenkins.

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

Ratings List:

   * Kansas City Southern

      -- Corporate Credit Rating at B/Stable/

Ratings Raised:

   * Kansas City Southern

      -- Preferred Stock upgraded to CCC from D


KARA HOMES: Auction Sale on Four Subdivisions Slated for March 22
-----------------------------------------------------------------
Kara Homes Inc. obtained authority from the U.S. Bankruptcy Court
for the Western District of New Jersey to sell its four single-
family subdivisions in Middlesex and Ocean Counties, New Jersey at
an auction set for March 22, 2007.

The real properties for sale are:

   1. Prospect Ridge Estates
      Stafford Township, NJ
      Parcel 6340
      10-Site Subdivision
      4 partially completed homes
      6 vacant sites

   2. Dayna Estates
      North Dover, NJ
      Parcel 6335
      5-site subdivision
      3 partially competed homes
      2 vacant sites

   3. Hartley Estates
      Little Egg Harbor, NJ
      Parcel 6345
      9-Site Subdivision
      1 partially completed home
      8 vacant sites

   4. Sterling Acres
      Monroe, NJ
      Parcel 6330
      5 Adjacent Sites in a 24-site subdivision
      5 partially completed homes

For brochure and terms of the sale, contact:

    Sheldon Good & Company
    Suite 400
    333 W. Wacker Drive
    Chicago, IL 60606
    Tel: (800) 516-0014

Sheldon Good & Company is a full-service real estate marketing
firm.  Its business consists of four separate divisions: Auction,
Brokerage, Consulting and Financial Services.  The firm is
headquartered in Chicago, with offices in New York City, Denver,
and Houston.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc. aka
Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr. D.
N.J. Case No. 06-19626).  David L. Bruck, Esq., at Greenbaum,
Rowe, Smith, et al., represents the Debtor.  Michael D. Sirota,
Esq., at Cole, Schotz, Meisel, Forman & Leonard represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$350,179,841 and total debts of $296,840,591.

On Oct. 9, 2006, nine affiliates filed separate chapter 11
petitions in the same Bankruptcy Court.  On Oct. 10, 2006, 12 more
affiliates filed chapter 11 petitions.


KB HOME: Fitch Retains BB- Rating on Senior Subordinated Debt
-------------------------------------------------------------
Fitch Ratings has affirmed its ratings for KB Home (NYSE: KBH) and
removed them from Rating Watch Negative:

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

KB Home's Rating Outlook is Stable.

The Negative Rating Watch on Oct. 25, 2006 was primarily
implemented due to KB Home's inability to file with the SEC its
10Q for the third-quarter ended Aug. 31, 2006.  The delay was a
by-product of an internal option back-dating investigation by
independent board members, which was concluded in the late fall of
2006.  Consent waivers had to be secured from bondholders and KB
Home's banks due to the delayed filing.  The third-quarter 10Q and
fiscal 2006 10K were finally filed on Feb. 13, 2007.

The housing sector is in the midst of a meaningful, multi-year
downturn.  KB Home continues to focus on paring down its land
position and slowing its current, relatively moderate speculative
construction to levels commensurate with the current housing
contraction. During this current downturn, most builders,
including KB Home, have leveraged the financial flexibility of
land options, walking away from overpriced and unneeded lots.

There have also been meaningful charges associated with writedowns
of land values for most public builders.  Fitch anticipates that,
in general, major builders will report a lesser amount of these
non-cash real estate charges in 2007.  KB Home took a more
cautious stance on land purchases as calendar 2006 evolved, to the
advantage of free cash flow in the fourth quarter of 2006.  

Fitch expects that free cash flow will be positive in fiscal 2007,
benefiting from less land and development spending and,
consequently, reduced inventories.  Coverage ratios will be lower
in 2007.

Fitch will also continue to closely monitor the trends of the
broad housing market in its assessment of the appropriate credit
ratings for all homebuilders.

The ratings reflect KB Home's solid, consistent improving profit
performance in recent years and the expectation that the company
continues to execute its business model.  The ratings also take
into account the company's primary focus on entry-level and
first-step trade-up housing, its conservative building practices,
and effective utilization of return on invested capital criteria
as a key element of its operating model.  Over recent years the
company has improved its capital structure and increased its
geographic diversity and has better positioned itself to withstand
a meaningful housing downturn.  

Fitch also has taken note of KB Home's role as an active
consolidator within the industry.  Risk factors also include the
cyclical nature of the homebuilding industry and the company's
exposure to the state of California.  Fitch expects future
leverage to be comfortably within KB Home's stated debt to capital
target range of 45-55%.

The company has expanded EBITDA margins over the past several
years on steady price increases, volume improvements, and
reductions in SG&A expenses.  Also, KB Home had produced record
levels of home closings, orders and backlog as the housing cycle
extended its upward momentum into 2005.  KB Home realizes a
significant portion of its revenue from California, a state that
has proved volatile in past cycles.  

However, the company has reduced this exposure as it has
implemented its growth strategy and, in fiscal 2006 sourced 18.5%
of its deliveries from California, compared with 69% in fiscal
1995.  Over the past decade KB Home shifted toward a presale
strategy, producing a higher backlog/delivery ratio and reducing
the risk of excess inventory and debt accumulation in the event of
a slowdown in new orders.  The strategy also served to enhance
margins.  The company maintains a 3.4-year supply of lots, 56.9%
of which are owned and the balance controlled through options.
Inventory turnover has been consistently at or above 1.3x during
the past twelve years, and was 1.4x at the conclusion of fiscal
2006.

Over time balance sheet liquidity has improved as a result of
efforts to reduce long-dated inventories, quicken inventory turns
and improve returns on capital.  Progress in these areas allowed
the company to accelerate deliveries without excessively burdening
the balance sheet.

As the housing cycle continues to contract, creditors should
benefit from KB Home's solid financial flexibility supported by
cash and equivalents of $639.2 million and $1.04 billion available
under its $1.5 billion domestic unsecured credit facility as of
Nov. 30, 2006.  In addition, liquid, primarily pre-sold
work-in-process, and finished inventory totaling $4.3 billion
provides comfortable coverage for construction debt.  Debt is well
laddered with the first of the company's fixed-rate debt maturing
in 2008.  The current $1.5 billion revolving credit facility
matures in November 2010.

Management's share repurchase strategy has been aggressive at
times, but so far has not impaired the company's financial
flexibility.  KB Home repurchased $169.2 million of stock in 2000,
$190.8 million in 2002, $108.3 million in fiscal 2003,
$66.1 million in fiscal 2004, and $134.7 million in fiscal 2005.
The company repurchased $394.1 million of stock in fiscal 2006.  
As of Nov. 30, 2006, 4 million shares remained under the board of
directors' repurchase authorization.  The company pays an annual
dividend of $1.00 per share.

KB Home has lessened its dependence on the state of California,
but it is still the company's largest state market in terms of
investment.  Operations are dispersed within multiple markets in
the north and in the south.  During the 1990s the company entered
various major Western metropolitan markets, including Phoenix, Las
Vegas, Denver, Houston, Dallas, Austin and San Antonio, and has
risen to a top-5 ranking in each market except Phoenix and Dallas.
In an effort to further broaden and enhance its growth prospects
it has established operations in the southeastern U.S., including
various markets in Florida, Atlanta, Georgia, and North and South
Carolina.  During the past few years, the company entered the
Midwest via acquisitions.

Most recently, KB Home has begun to secure land to build homes in
and around New Orleans.  Fitch recognizes the company as a
consolidator in the industry, but expects future acquisitions will
be moderate in size and largely funded through cash flow.

In November of 2006, Bruce Karatz retired as chairman of the
board, director and chief executive officer.  Subsequently, the
Board elected Jeffrey Mezger to succeed Mr. Karatz as president,
chief executive officer and director.  Mr. Mezger joined the
company in 1993 and had been the company's executive vice
president and chief operating officer since 1999.  In this
capacity Mr. Mezger had been responsible for U.S. homebuilding
operations.


KERASOTES SHOWPLACE: $75 Mil. Loan Add-on Cues S&P to Hold Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on the senior secured bank facility of Kerasotes
Showplace Theatres LLC, following the report that the company will
increase its term loan by $75 million.

The secured loan rating is 'B-', at the same level as the
corporate credit rating on the parent company, Kerasotes Showplace
Theatres Holdings LLC, which are analyzed on a consolidated basis.
The '3' recovery rating indicates Standard & Poor's expectation of
meaningful recovery of principal in the event of a payment
default.  Pro forma for the add-on, the facility will consist of a
$174 million term loan due in 2011 and a $75 million revolving
credit facility due in 2010.

The rating outlook is negative.

The company will use proceeds from the term loan add-on to
purchase the remaining 76% equity in Colorado Cinema Group LLC
that it does not already own, and to acquire two Chicago-area
theaters from Crown Theatres LLC.

"The 'B-' corporate credit rating on Chicago-based Kerasotes
reflects the risks related to the company's aggressive expansion
plan and its high leverage," said Standard & Poor's credit analyst
Tulip Lim.

"It also reflects the company's participation in the mature and
highly competitive U.S. movie exhibition industry, exposure to the
fluctuating popularity of Hollywood films, and risk of increased
competition resulting from the proliferation of entertainment
alternatives and from shortening release windows."

These risks are minimally offset by the company's strong regional
market position in the Midwestern U.S. and the operating
flexibility provided by its high degree of theater ownership--more
than 40% of its venues.

Kerasotes is the sixth-largest movie exhibitor in the U.S. by
screen count.


KNOLOGY INC: Standard & Poor's Rates Proposed $555 Mil. Loan at B
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' bank loan
rating and '4' recovery rating to West Point, Georgia-based cable
overbuilder Knology Inc.'s proposed $555 million senior secured
first-lien term loan and $25 million revolver.

At the same time, Standard & Poor's affirmed the 'B' corporate
credit rating.

The outlook is stable.  

The '4' recovery rating indicates the expectation for marginal
recovery of principal in the event of a payment default.  The bank
loan rating is based on preliminary documentation, subject to
receipt of final information.  Pro forma debt is approximately
$558.6 million.

"The rating affirmation reflects our view that while credit
measures will weaken initially to fund the transaction, they will
return to levels supportive of current ratings over the next
year," said Standard & Poor's credit analyst Allyn Arden.

Total bank proceeds of $555 million will be used to fund the
$255 million purchase of PrairieWave Communications, repay the
remaining $171.4 million of existing first-lien debt and
$101 million of the existing second-lien debt, pay a $14 million
prepayment premium for the second-lien term loan, and for
transaction fees.

With the acquisition of cable overbuilder PrairieWave, which is
expected to close by midyear, Knology will inherit about 56,000
residential and 7,200 commercial customers in South Dakota and in
parts of Minnesota and Iowa.  The acquisition increases Knology's
scale and allows it to grow its presence in the small and medium
enterprise market, which has higher average revenue per
unit and lower churn characteristics.  Knology's revenue
generating units will grow by 34% to 615,000.

The ratings on Knology continue to reflect the company's
vulnerable market position, its uncertain long-term sustainability
in providing undifferentiated services in a fiercely competitive
landscape, and its small scale, which limits its pricing power in
negotiating programming contracts.  

The ratings also reflect a highly leveraged financial profile,
including limited long-term liquidity if the company loses
subscribers to competitors.  Tempering factors include Knology's
reputation for excellent customer service and its growing
penetration of bundled services, which helps improve customer
retention.  Another favorable factor is the company's sustained
traction in the Pinellas, Florida, market, which was acquired in
December 2003 and is now generating sustained positive EBITDA.


LEE COUNTY: S&P Places Rating on $85 Mil. Tax-Exempt Bonds at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB' rating to
Lee County Industrial Development Authority, Florida's $85 million
2007A tax-exempt and 2007B taxable educational facilities
revenue bonds, issued for Lee Charter Foundation.

The bonds are scheduled to sell on Feb. 21.

The outlook is stable.

The rating reflects the need to increase enrollment in order to
generate sufficient net revenue to cover future maximum annual
debt service; the need to attain successive charter renewals from
the competing Lee County School District over the life of the
bonds; limited operating history, given that the first of the four
schools opened in 2003-2004; and good or improving test scores at
grades K-8, but below-average test scores at the newer high
school.

These weaknesses are lessened by the charter covering multiple
school sites that have shown strong enrollment growth and have a
large current enrollment of 3,500 for the 2006-2007 school year;
strong waiting lists for each of the elementary charter schools;
positive demographic trends due to the rapidly growing population
near the schools; the support of the local school district, which
will not have to build new public schools in the area; positive
financial operations to date, although liquidity is still low; and  
fully funded debt service reserve.

"We expect that the school will add and maintain enrollment levels
sufficient enough to cover annual debt service and build at least
adequate reserve levels as the schools gain more operational
experience," said Standard & Poor's credit analyst Corey Friedman.

A loan agreement between a single asset limited liability company
and Lee County Industrial Development Authority secures the bonds.
The sole member of the limited liability company is The Lee County
Charter Foundation Inc., a not-for-profit corporation and operator
of the schools.  Under the loan agreement, the gross revenues of
the charter schools are pledged.

Bond proceeds will purchase the four school buildings from the
charter school management company, Charter Schools USA.
Additionally, bond proceeds will fund a debt service reserve
funded at standard three-prong test.


LEHMAN XS: Moody's Rates Class WF-M7 Certificates at Ba2
--------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Lehman XS Trust 2007-1 and ratings ranging
from Aa1 to Ba2 to subordinate certificates in the deal.

The securitization is backed by Lehman Brothers Bank, IndyMac
Bank, F.S.B., Wells Fargo Bank, N.A., and other mortgage lenders
originated, adjustable-rate and fixed-rate, alt-a mortgage loans
acquired by Lehman Brothers Holdings Inc.  The ratings are based
primarily on the credit quality of the loans and on protection
against credit losses by subordination, excess spread, and
overcollateralization.  

The Group 1 and Group 2 ratings also benefit from an interest-rate
swap and interest-rate cap agreement, both provided by ABN Amro
Bank N.V.  Moody's expects Group 1 and Group 2 collateral losses
to range from 1.55% to 1.75%.  The Group 3 ratings also benefit
from the lender paid mortgage insurance provided by Mortgage
Guaranty Insurance Corporation and PMI Mortgage Insurance Co.
After taking into consideration the benefit of the mortgage
insurance, Moody's expects Group 3 collateral losses to range from
2.25% to 2.45%.

Aurora Loan Services LLC, IndyMac Bank, F.S.B., and Wells Fargo
Bank, N.A. will service the mortgage loans and Aurora will act as
master servicer to the mortgage loans. Moody's has assigned both
Aurora and IndyMac its servicer quality rating of SQ2 as servicers
of prime mortgage loans.

Moody's has assigned Wells Fargo its servicer quality rating of
SQ1 as a servicer of prime mortgage loans.  Moody's has assigned
Aurora its servicer quality rating of SQ1- as a master servicer of
mortgage loans.

These are the rating actions:

   * Lehman XS Trust 2007-1

   * Mortgage Pass-Through Certificates, Series 2007-1

                     Class 1-A1, Assigned Aaa
                     Class 1-A2, Assigned Aaa
                     Class 1-A3, Assigned Aaa
                     Class 1-A4, Assigned Aaa
                     Class 1-A5, Assigned Aaa
                     Class 2-A1, Assigned Aaa
                     Class M1, Assigned Aa1
                     Class M2, Assigned Aa2
                     Class M3, Assigned Aa3
                     Class M4, Assigned A1
                     Class M5, Assigned A2
                     Class M6, Assigned A3
                     Class WF-1,  Assigned Aaa
                     Class WF-M1, Assigned Aa1
                     Class WF-M2, Assigned Aa2
                     Class WF-M3, Assigned Aa3
                     Class WF-M4, Assigned A3
                     Class WF-M5, Assigned Baa2
                     Class WF-M6, Assigned Baa3
                     Class WF-M7, Assigned Ba2


LENOX GROUP: Obtains Waiver of $94 Mil. Credit & Loan Facilities
----------------------------------------------------------------
Lenox Group Inc. had reached agreement with its lenders to amend
the company's outstanding revolving and term credit facilities to
adjust certain financial coverage ratios and to waive the
company's noncompliance with such ratios as of Dec. 31, 2006.  The
amendments will remain in effect for the period ending April 30,
2007, provided the company remains in compliance with the terms of
the amended credit facilities.

As of Feb. 9, 2007, the total aggregate amount outstanding under
the company's revolving and term credit facilities was
$94,534,766.

"These amendments and waivers are an important first step in
strengthening the Lenox Group and improving its overall
operational effectiveness with the goal of maximizing the profit
potential of its outstanding brands," Marc L. Pfefferle, Interim
Chief Executive Officer, said.  "We are on course to deliver by
mid-March an updated business plan for fiscal 2007."

On Feb. 9, 2007, Lenox Group Inc., as a guarantor, together with
Lenox Sales, Inc. and FL 56 Intermediate Corp., directly and
indirectly wholly owned subsidiaries of Lenox, D56, Inc., Lenox
Retail, Inc. and Lenox, Incorporated, indirectly wholly owned
subsidiaries of Lenox, UBS AG, Stamford Branch, as Administrative
Agent and the respective Lenders, entered into a Waiver and
Amendment to

   (1) the Revolving Credit Agreement, dated as of Sept. 1, 2005,
       among the Borrowers, the Guarantors, the Administrative
       Agent, also as Issuing Bank, UBS Securities LLC, as
       Arranger and Co-Syndication Agent, UBS Loan Finance LLC,
       JPMorgan Chase Bank, N.A., as Collateral Agent and Co-
       Syndication Agent, Wells Fargo Foothill LLC and Bank of
       America, N.A., as Co-Documentation Agents, and the other
       lenders, and

   (2) the Term Loan Credit Agreement, dated as of Sept. 1, 2005,
       among the Borrowers, the Guarantors, the Administrative
       Agent, also as Collateral Agent, UBS Securities LLC, as
       Arranger and Syndication Agent, Wells Fargo Foothill LLC,
       as Documentation Agent, and the other lenders.

In addition, the Waivers and Amendments amended the Credit
Agreements to extend the delivery date of the Borrowers' budget
report to March 15, 2007 for fiscal year 2007 and to establish a
$5 million minimum borrowing availability.

Separately, the Waiver and Amendment to the Revolving Credit
Agreement requires the delivery of a borrowing base certificate
every week with the failure to make such delivery an immediate
event of default, and the Waiver and Amendment to the Term Loan
Agreement increases the applicable margin for loans by 0.25% per
annum.  As consideration for these changes, the Borrowers paid a
fee equal to 7.5 basis points of the aggregate commitment of the
consenting Revolving Lenders, or approximately $131,250, for the
Waiver and Amendment to the Revolving Credit Agreement, and a fee
equal to 15 basis points of the aggregate outstanding term loan of
the consenting Term Loan Lenders, or approximately $73,208, for
the Waiver and Amendment to the Term Loan Agreement.

A full-text copy of the Waiver and Fourth Amendment to Revolving
Credit Agreement is available for free at

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

A full-text copy of the Waiver and Third Amendment to Term Loan
Credit Agreement is available for free at

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

                        About Lenox Group

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX)
was formed on Sept. 1, 2005, when Department 56 Inc., a designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox Inc., a designer, manufacturer and marketer of
fine china, dinnerware, silverware, crystal, and giftware
products.  The Company sells its products through wholesale
customers who operate gift, specialty and department store
locations in the United States and Canada, company-operated retail
stores, and direct-to-the-consumer through catalogs, direct mail,
and the Internet.

                          *     *     *

As reported in Troubled Company Reporter on Jan. 15, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lenox  Group Inc. to 'CCC+' from 'B+'.  The rating on
the senior secured debt was lowered to 'B-' from 'BB-' and the
recovery rating was affirmed at '1', indicating expectations for a
full recovery of principal.


LESLIE'S POOLMART: Moody's Lifts Corporate Family Rating to B1
--------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Leslie's Poolmart, Inc. to B1 and its senior unsecured notes
rating to B2, LGD4, 62%.

The rating outlook is stable.

The upgrade is a result of the company's sustained improvement in
operating margins which has led to solid improvement in credit
metrics.

The solid improvement in credit metrics was driven by an increase
in operating margin to 13.0% for the LTM period ended
Dec. 30, 2006 from 6.3% for the fiscal year ended Oct. 1, 2005.

Operating margin increased primarily due to the leveraging of
selling, general, and administrative expenses off a higher sales
base, as well as from sustainable price increases and the impact
of a one time stock compensation expense taken in 2005 as a part
of the recapitalization.  Sales have grown to approximately
$445 million for the LTM period ended Dec. 30, 2006 from
$389 million for the FYE Oct. 1, 2005 due to the company posting
consistent solid positive comparable store sales as well as the
impact of new store openings.

The improvement in operating margin resulted in, as calculated by
Moody's, Debt/EBITDA falling to 4.4x for the LTM period ended
Dec. 30, 2006 from 6.5x for the FYE Oct. 1, 2005, and, EBITA/IE
improving to 2.2x from 1.2x over the same period.  Moody's has
classified the company's $41 million in redeemable preferred stock
as basket C as discussed in Moody's rating methodology dated
February 2005, "Refinements to Moody's Toolkit".

These ratings are upgraded:

   -- Corporate family rating to B1 from B2;

   -- Probability of default rating to B1 from B2.

   -- $170 million senior unsecured notes to B2; LGD4-62% from B3;
      LGD4-63%.

The B1 corporate family rating is limited by the company's
shareholder friendly financial policies, very small scale with top
line revenues for the fiscal year ended Sept. 30, 2006 of
$440 million, and its very high seasonality with all of its cash
flow from operations being generated during the third quarter.  
The rating also reflects the company's operations being
concentrated in the very narrow retail niche of pool supplies.  
The company's credit metrics generally are more indicative of Ba
rated retailers, notably its moderately high leverage with
Debt/EBITDA of 4.4x for the LTM period ending Dec. 31, 2006 and
its modest coverage with EBITA/IE of 2.2x.  Offsetting these high
yield characteristics are several investment grade characteristics
that include its leading position in the very narrow pool supply
sub-sector of retail, geographic footprint with locations in
35 states, and its consistent comparable store sales growth.

The rating outlook is stable.

Downward rating pressure could develop should operating
performance deteriorate such that Debt/EBITDA was likely to be
sustained above 5.75x or EBITA/IE was likely to be sustained below
1.75x.  

In addition, a downgrade would likely occur should the company
increase leverage to finance a share repurchase program, dividend,
acquisition, or material capital expenditures.  Given the recent
upgrade as well as the fact that the company's financial policies
are dictated by its financial sponsor owner, upward rating
pressure is unlikely over the intermediate term.  However, ratings
would likely be upgraded should operating performance improve such
that Debt/EBITDA would be sustained below 4.0x and if there were
evidence that financial policies had become more moderate such
that a debt financed return of value to the shareholders was not
likely.

Leslie's Poolmart, Inc., with headquarters in Phoenix, Arizona, is
the largest chain for specialized pool supplies in the United
States.  The company operates 541 stores in 35 states, a mail
order catalogue, and internet web store.  Revenues for the fiscal
year ended Sept. 30, 2006 were $440 million.  The company is
majority owned by affiliates of Leonard Green & Partners.


LEVEL 3: Unit Completes Offering of $1 Billion Senior Notes
-----------------------------------------------------------
Level 3 Communications Inc.'s wholly owned subsidiary, Level 3
Financing Inc., has closed its private offering of $1 billion
aggregate principal amount of senior notes -- $700 million
aggregate principal amount of 8.75% Senior Notes due 2017 and
$300 million aggregate principal amount of Floating Rate Notes due
2015.

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

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is an international  
communications company.  The company provides a comprehensive
suite of services over its broadband fiber optic network including
Internet Protocol (IP) services, broadband transport and
infrastructure services, colocation services, voice services and
voice over IP services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service assigned a B1 rating to Level 3
Financing Inc.'s new $1 billion term loan and a B3 rating to the  
$1 billion fixed and floating rate notes at Financing.

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

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


LEVEL 3: Unit Launches Consent Solicitation for 12.25% Sr. Notes
----------------------------------------------------------------
Level 3 Communications Inc.'s wholly owned subsidiary, Level 3
Financing, Inc., has commenced a consent solicitation with respect
to certain amendments to the indenture governing Level 3
Financing's outstanding 12.25% Senior Notes due 2013.  The consent
solicitation will expire at 5:00 p.m., New York City time, on
Friday, Feb. 23, 2007, unless extended.

On the terms and subject to the conditions of the consent
solicitation, if Level 3 Financing receives the requisite consents
and the supplemental indenture that contains the amendments is
executed, Level 3 Financing will pay, following the consent date
and the satisfaction of the other conditions contained in the
consent solicitation, to each Holder who has validly delivered a
valid consent on or prior to the consent date, $5 for each $1,000
in principal amount of 12.25% Senior Notes due 2013.

Level 3 Financing is seeking consents to amend the indenture
relating to the 12.25% Senior Notes due 2013 to provide that, on a
one-time basis at any time between the date the indenture is
amended and Sept. 30, 2007, Level 3 may incur debt that is
permitted based upon a multiple of cash flow available for fixed
charges on a "pro forma" basis giving effect to any acquisition,
merger or consolidation that was completed prior to Feb. 1, 2007.  
The amendment would provide for the calculation of the ability to
incur this type of debt in a manner that is consistent with such
calculation under the indentures of Level 3 Financing governing
its 9.25% Senior Notes due 2013, Floating Rate Senior Notes due
2015 and 8.75% Senior Notes due 2017 other than with respect to
the one-time nature of the adjustment and the limitation with
respect to transactions that had been completed prior to Feb. 1,
2007.

Copies the Consent Solicitation Statement and related Consent
Letter may be obtained from Global Bondholder Services
Corporation, at (212) 430-3774 and (866) 389-1500 (tollfree).  
Merrill Lynch & Co. is the Solicitation Agent for the Consent
Solicitation.  Questions regarding the Consent Solicitation may be
directed to Merrill Lynch & Co. at (888) 654-8637 (toll-free) and
(212) 449-4914.

                          About Level 3

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is an international  
communications company.  The company provides a comprehensive
suite of services over its broadband fiber optic network including
Internet Protocol (IP) services, broadband transport and
infrastructure services, colocation services, voice services and
voice over IP services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service assigned a B1 rating to Level 3
Financing Inc.'s new $1 billion term loan and a B3 rating to the  
$1 billion fixed and floating rate notes at Financing.

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

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


LEVEL 3: Wants to Redeem $583 Mil. and EUR104 Mil. Senior Notes
---------------------------------------------------------------
Level 3 Communications Inc. called for redemption of all of its
outstanding $487,801,000 aggregate principal amount of 12-7/8%
Senior Notes due 2010 at a price equal to 102.146% of the
principal amount thereof, all of its outstanding $95,821,000 of
11.25% Senior Notes due 2010 at a price equal to 101.875% of
principal amount thereof and all of its outstanding EUR104,325,000
of 11.25% Senior Euro Notes due 2010 at a price equal to 101.875%
of principal amount thereof.

The company will pay accrued and unpaid interest on the senior
notes to but not including the redemption date.  All of these
senior notes will be redeemed by the company on March 16, 2007.

Additional information regarding the redemption of these notes is
available from The Bank of New York, the trustee with respect to
these issues of notes.

Level 3 also disclosed that its wholly owned subsidiary, Level 3
Financing, Inc., has commenced a tender offer to purchase for cash
any and all of Level 3 Financing's $150 million Floating Rate
Notes due 2011 for a price equal to $1,080 per $1,000 principal
amount of the notes, which includes $1,050 as the tender offer
consideration and $30 as a consent payment.

Additionally, the company commenced a tender offer to purchase for
cash any and all of its $78 million aggregate principal amount of
11% Senior Notes due 2008 for a price equal to $1,054.28 per
$1,000 principal amount of the notes, which includes $1,024.28 as
the tender offer consideration and $30 as a consent payment.

In connection with the Tender Offers, Level 3 and Level 3
Financing are soliciting consents to certain proposed amendments
to the respective indentures governing the notes that are subject
to the Tender Offers to eliminate substantially all of the
covenants, certain repurchase rights, certain discharge rights and
certain events of default and related provisions contained in
those indentures.

With respect to the Level 3 Financing Tender Offer and the Level 3
Inc. Tender Offer, holders of notes validly tendered prior to
12:01 a.m., New York City time on March 1, 2007, unless extended
or earlier terminated, if such notes are accepted for purchase,
will receive the total consideration.  The tender offer is
scheduled to expire at 12:01 a.m., New York City time, on
March 15, 2007, unless extended or earlier terminated.

Payment for notes validly tendered on or prior to the Consent Time
and accepted for purchase will be made promptly after the Consent
Time.  Holder of notes who validly tender after the Consent Time
but prior to the Expiration Date, if such notes are accepted for
purchase, will receive the tender offer consideration but will not
receive the consent payment.  Payment for notes validly tendered
after the Consent Time and on or prior to the Expiration Date and
accepted for purchase will be made promptly after the Expiration
Date.  Accrued interest up to, but not including, the applicable
settlement date will be paid in cash on all validly tendered and
accepted notes.

The Tender Offers are also subject to the satisfaction or waiver
of certain other conditions as set forth in the Offer to Purchase.
It is a condition to the consummation of the Tender Offers that
the holders of at least majority of the outstanding aggregate
principal amount of the notes consent to the amendments to the
indenture governing those notes.

Copies of each Offer to Purchase and the related Letter of
Transmittal may be obtained from the Information Agent for the
Tender Offers, Global Bondholder Services Corporation, at (212)
430-3774 and (866) 389-1500 (toll-free).  Merrill Lynch & Co. is
the Dealer Manager for the Tender Offers.  Questions regarding
the Tender Offers may be directed to Merrill Lynch & Co. at (888)
654-8637 (toll-free) and (212) 449-4914.

                          About Level 3

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is an international  
communications company.  The company provides a comprehensive
suite of services over its broadband fiber optic network including
Internet Protocol (IP) services, broadband transport and
infrastructure services, colocation services, voice services and
voice over IP services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service assigned a B1 rating to Level 3
Financing Inc.'s new $1 billion term loan and a B3 rating to the  
$1 billion fixed and floating rate notes at Financing.

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

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


MACDERMID INC: Moody's Junks Rating on $215 Million Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
MacDermid, Incorporated and assigned ratings and loss given
default assessments to the company's proposed bank and public debt
financings.

Proceeds from the new debt offerings combined with private equity
investments from funds managed by Court Square Capital Partners
and Weston Presidio, along with an investment from MacDermid's
CEO, Daniel Leever, and management will be used to purchase all of
MacDermid's outstanding stock in a transaction valued at
approximately $1.3 billion.  These are first time ratings for
MacDermid as a privately held corporation.

The rating outlook is stable.

These are the rating actions:

Ratings assigned:
   
   * MacDermid, Incorporated

      -- Corporate family rating at B2

      -- Probability of default rating at B2

      -- $50 million Guaranteed Senior secured revolving credit    
         facility due 2013, B1, LGD3, 33%

      -- $510 million Guaranteed Senior secured term loan due
         2014, B1, LGD3, 33%

      -- $250 million Guaranteed Senior unsecured notes due 2014-
         2015, B2, LGD4, 53%

      -- $215 million Guaranteed Senior subordinated notes due
         2017, Caa1, LGD6, 92%

MacDermid's B2 corporate family rating reflects the company's high
leverage, elevated interest expense and limited growth
opportunities in certain businesses.  The company has grown top
line sales over the past three years, however earnings have not
kept pace.  While the overall EBITDA for the company has been
relatively stable over the past three years, certain of the
company's businesses have grown sales and profits, and other
businesses have turned in lackluster returns.

Moody's expect that MacDermid should be better positioned to grow
after the introduction of certain new products and the integration
of the 2005 Autotype acquisition.  The notes will be privately
placed and the company does not plan to register the notes at a
later time.  As a result, the company does not anticipate that it
will file public financial statements, but will provide more
abbreviated disclosure to debtholders.

The ratings are supported by MacDermid's relatively stable EBITDA
margins that have remained positive despite some adverse market
conditions over the past seven years, geographic, operation and
product diversity, strong market positions in certain niche
markets, modest capital expenditure requirements and limited
exposure to volatile raw materials costs.

The stable outlook reflects Moody's expectation that MacDermid
will be able to grow its sales and apply positive free cash flow
to debt reduction. The outlook also assumes that MacDermid will
smoothly transition to a private ownership structure and be
capable of shouldering the significant new debt burden. Before an
upgrade could be considered, Moody's would expect to see MacDermid
demonstrate the ability to generate EBITDA greater than $160
million per year and maintain a Debt / EBITDA ratio less than 7.0
times on a sustained basis as well as generate meaningful free
cash flow. Should the company not be successful in improving
profitability and generating meaningful free cash flow to be
applied towards debt reduction, the ratings could come under
negative pressure.

MacDermid, headquartered in Denver, Colorado, is a global producer
of a wide variety of specialty chemicals (coatings, lubricants,
strippers, cleaners, etc.) and equipment for use in industries
ranging from plastic and metal surface treatment, off-shore oil
and gas exploration, to printing. Revenues were $0.8 billion for
the LTM ended September 30, 2006.


MANHATTAN INVESTMENT: Bear Stearns Ordered to Repay $160 Million
----------------------------------------------------------------
The Honorable Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York ordered Bear Stearns Corp. to repay
$160 million to the estate of Manhattan Investment Fund Ltd., the
American Bankruptcy Institute reports citing Bankruptcy Law360.

Judge Lifland found that Bear Stearns did not block a number of
money transfers amounting to $141.5 million made by convicted
Michael Wolfgang Berger, Manhattan Investment's manager, months
before the hedge fund filed for bankruptcy, ABI adds.

As reported in the Troubled Company Reporter on June 12, 2006,
Helen Gredd, the Chapter 11 Trustee of Manhattan Investment's
estate, said that Bear Stearns allowed the fraud to continue while
it profited, only reporting Mr. Berger's misdeeds to the
Securities and Exchange Commission when the firm's own money was
at risk.

The Chapter 11 Trustee's $1.9 billion lawsuit against Bear Stearns
arose out of a Ponzi scheme engineered by Mr. Berger, who sought
to cover losses from short sales of technology stocks with
deposits made by new investors.

According to the suit, Bear Stearns senior managing director
Fredrik Schilling acknowledged that Mr. Berger might have been
operating a fraud, but regarded the fund as a "client from
heaven."  In 1999, Manhattan Investment Fund made more than
$177 million in margin payments to Bear Stearns, and Bear Stearns
in turn financed more than $2.2 billion in short sales for the
fund, the Chapter 11 Trustee said.

Manhattan Investment Fund Ltd. sought chapter 11 protection on
March 7, 2000 (Bankr. S.D.N.Y. Case No. 00-10922), estimating
assets between $10 million and $50 million and liabilities of more
than $100 million.  Helen Gredd is the Chapter 11 Trustee for the
Manhattan Investment Fund.


MESABA AVIATION: ALPA Issues Statement on Job Security Agreement
----------------------------------------------------------------
Captain John Prater, president of the Air Line Pilots Association
Int'l, issued these statements, in response to recent public
statements made by MAIR Holdings CEO Paul Foley indicating that in
his estimation, MAIR is no longer bound by a January 2004 job
security agreement with ALPA that requires all MAIR operations
above 19 seats be flown by Mesaba pilots.

"Our international union stands behind the Mesaba pilots in this
ongoing fight.  We take the Letter of Agreement between ALPA and
MAIR Holdings very seriously, and I have devoted Association
resources and legal expertise to fight MAIR's bizarre lawsuit
challenging that agreement.  ALPA will not allow pilot jobs to be
stolen -- and the Mesaba pilots have the Association's 60,000
members on their side.

"ALPA firmly believes that this letter of agreement remains in
full effect and continues to be binding on MAIR.  More than
$120 million in profits produced by pilots and other hard working
Mesaba employees was funneled to MAIR Holdings before Mesaba
Airlines entered bankruptcy in October 2005.  Mesaba employees
were forced to take significant cuts in wages and benefits in
bankruptcy to help the carrier survive this upstreaming scheme.

"Our pilots came very close to striking Mesaba during protracted
contract negotiations, which culminated in January of 2004.  The
strike was averted, due in no small part to the attainment of the
job security commitments, which are recited in the MAIR Letter.  
MAIR CEO Paul Foley committed job security to Mesaba pilots then,
and we expect him to remain committed to them [Mon]day.

"During Mesaba's Bankruptcy Court proceedings, Mesaba
unsuccessfully attempted to persuade the Court to allow it to
nullify the letter between ALPA and MAIR.  After being rebuffed by
the Minnesota Bankruptcy Court, MAIR has now run to Texas to ask a
federal court there to invalidate the same letter.  This shameless
forum shopping ought to be seen for what it is -- an attempt to
evade a legal obligation that was freely entered into by MAIR
Holdings, and a legal obligation that MAIR has recognized it
was bound by since January 2004.  ALPA calls on MAIR Holdings
to withdraw the lawsuit and honor its agreement with the Mesaba
pilots."

                      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.


MGM MIRAGE: Inks Partnership Agreement with Jeanco Realty
---------------------------------------------------------
MGM MIRAGE has entered into a partnership agreement with Jeanco
Realty Development LLC to form a 50/50 joint venture whose purpose
is to master plan a mixed-use development on approximately
166-acres of land owned by MGM MIRAGE in Jean, Nevada.

The agreement values the Jean assets, which currently generate
approximately $6 million of annual cash flow, at $150 million.

"As part of our continuing commitment to Southern Nevada, we
envision the creation of a community featuring residential,
commercial and retail elements in addition to a new hotel casino,"
said Terry Lanni, MGM MIRAGE Chairman and CEO.  "We're very
enthusiastic at the prospect of working with our new partners on
this new development which we anticipate will have a positive
impact on our community overall."

"We are delighted that we have this opportunity with MGM and
Diamond to use our four decades of mixed-use and community
development experience to help provide Southern Nevada with a more
positive and enriching environment in Jean," said Brian Greenspun,
Chairman of the Greenspun Companies.  "We have always believed in
the future of Southern Nevada and this is another ANC commitment
to play our part in making the dream of Las Vegas better."

At present, the company operates Nevada Landing Casino and the
Gold Strike Hotel and Casino in Jean. Both properties became part
of the MGM MIRAGE portfolio during the Mandalay Resort Group
merger in April 2005.

A full-text copy of MGM Mirage and Jeanco Realty's Operation
Agreement is available at no charge at:

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

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM)
-- http://www.mgmmirage.com/-- owns and operates 23 properties  
located in Nevada, Mississippi and Michigan, and has investments
in three other properties in Nevada, New Jersey and Illinois.  MGM
Mirage has also announced plans to develop Project CityCenter, a
multi-billion dollar mixed-use urban development project in the
heart of Las Vegas, and has a 50% interest in MGM Grand Macau, a
hotel-casino resort currently under construction in Macau S.A.R.

                          *     *     *

As reported in Troubled Company Reporter on Dec. 22, 2006,
Fitch assigned a rating of 'BB' to the 7.625% $750 million in
senior unsecured notes due 2017 offered by MGM MIRAGE.  Fitch
also affirmed the company's 'BB' Senior Credit Facility and Senior
Notes' Rating.


MORGAN STANLEY: S&P Lifts Rating on Class M Certs. to B from B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
11 classes of commercial mortgage-backed securities pass-through
certificates from Morgan Stanley Capital I Trust 2004-RR2.

Concurrently, the ratings were affirmed on three other classes
from the same transaction.

The upgrades primarily reflect the positive credit migration of
the underlying CMBS collateral.  The affirmations reflect credit
support levels that adequately support the existing ratings.

As of the Jan. 30, 2007, remittance report, the collateral pool
consisted of 32 classes of subordinated fixed-rate CMBS
pass-through certificates with an aggregate principal balance of
$280.7 million, down from 39 certificates totaling $326.1 million
at issuance.  The collateral pool includes 32 distinct CMBS
transactions issued between 1995 and 2000.

Thirty-nine percent of the collateral balance is concentrated in
five underlying transactions:

   -- Prudential Securities Secured Financing Corp.'s series
      1997-C2 (11%);

   -- Credit Suisse First Boston Mortgage Securities Corp.'s
      series 1998-C2 (7%);

   -- First Union-Lehman Bros. Commercial Mortgage Trust's series
      1998-C2 (7%);

   -- DLJ Commercial Mortgage Corp.'s series 1999-CG1 (7%); and

   -- Commercial Mortgage Acceptance Corp.'s series 1998-C1 (6%).

The 32 CMBS transactions are collateralized by 3,213 loans with an
outstanding principal balance of $14.4 billion, down from
5,936 loans with an aggregate principal balance of $28.5 billion
at issuance.

Currently, 60% of the certificate balance now has either
investment-grade ratings or were assigned credit estimates
commensurate with investment-grade obligations, compared with 26%
at issuance.

Since the collateral for the mortgage certificates consists of
CMBS pass-through certificates rather than mortgage loans, there
is no direct relationship between real estate losses in the loan
pools and losses realized by the series 2004-RR2 transaction.
Losses associated with the mortgage loans are first realized by
the CMBS trusts that issued the pass-through certificates secured
by the mortgage loans.  The losses on the pass-through
certificate balances are then allocated to the balances of the
series 2004-RR2 mortgage certificates.  The resultant credit
enhancement levels adequately support the raised and affirmed
ratings.
   
                          Ratings Raised
     
              Morgan Stanley Capital I Trust 2004-RR2

               Commercial Mortgage-Backed Securities
                    Pass-Through Certificates

                     Rating
                     ------
           Class     To      From    Credit enhancement
           -----     --      ----    ------------------
           B         AA+     AA            25.96%
           C         AA-     A             20.59%
           D         A+      A-            18.70%
           E         A-      BBB           14.34%
           F         BBB+    BBB-          13.18%
           G         BBB     BB+           10.71%
           H         BBB-    BB             9.41%
           J         BB+     BB-            8.54%
           K         BB      B+             7.66%
           L         BB-     B              6.79%
           M         B       B-             6.21%
     
                         Ratings Affirmed
     
              Morgan Stanley Capital I Trust 2004-RR2

               Commercial Mortgage-Backed Securities
                     Pass-Through Certificates

                Class   Rating   Credit enhancement
                -----   ------   ------------------
                A-1     AAA             36.71%
                A-2     AAA             36.71%
                X       AAA             N/A

                        N/A -- Not applicable.


NATIONAL CONSUMER: Trustee Wants Yoshikane as Real Estate Agent
---------------------------------------------------------------
John P. Brincko, Esq., the chapter 11 trustee of National Consumer
Mortgage LLC, asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Clarence Yoshikane
as his real estate agent.

Mr. Yoshikane will:

     a. examine the interior and exterior of the property and
        appraising its value according to current market
        conditions;

     b. advertise the property at Mr. Yoshikane's expense;

     c. show the property to potential purchasers;

     d. represent the Trustee as the seller in connection with the
        sale of the property;

     e. advise the Trustee as to obtaining the maximum sale price
        in light of the present residential real estate market
        conditions; and

     f. provide other services as the Trustee and Mr. Yoshikane
        agree upon in conjunction with the appraisal, listing,
        marketing, and sale of the Debtor's property.

The Trustee tells the Court that the Debtor is comprised of two
members: Sandra Favata, managing member, owns 57% interest; and
Dorothy Morisette, who owns 43% interest.

Mr. Yoshikane will receive:

     -- A commission equal to 5% of the sale price of the
        Debtor's property, upon consummation of a sale of the
        property to a third party.

     -- A commission equal to 4% of the sale price, in the event
        Mr. Yoshikane also represents the buyer in a sale.     

     -- A commission equal to 2-1/2% of the sale price, in the
        event the successful buyer is Sandra Favata, Dorothy,
        any related person or entity, or anyone acting on their
        behalf, and there are overbidders.

     -- A commission equal to 2% of the sale price, in the event
        the successful buyer is Sandra Favata, Dorothy, any
        related person or entity, or anyone acting on their
        behalf, and there are no overbidders.

Additionally, in the event Mr. Yoshikane in unable to procure
a successful buyer through reasonable efforts, the Trustee will
reimbursed $2,000 to Mr. Yoshikane for services rendered in
inspecting and appraising property.

To the best of the Trustee's knowledge, Mr. Yoshikane is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Yoshikane can be reached at:

     Clarence Yoshikane
     Prudential California Realty
     2405 McCabe Way, Suite 100
     Irvine, CA  92614
     Tel: (949) 794-5724
     http://www.cyoshikane.com/

Headquartered in Orange, California, National Consumer Mortgage
LLC -- http://www.nationalconsumermortgage.com/-- is an     
independent mortgage brokerage that creates and processes home
loans.  The Debtor filed for chapter 11 protection on Apr. 3, 2006
(Bankr. C.D. Calif. Case No. 06-10429).  Lorraine L. Loder, in Los
Angeles, California, represents the Debtor.  David L. Neale, Esq.,
at Levene, Neale, Bender, Rankin & Brill L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$1,102,135 and total debts of $32,846,858.  On June 22, 2006, John
P. Brinco was appointed as the Debtor's Chapter 11 Trustee.  He is
represented by the lawyers at Baker & McKenzie LLP.


NATIONSTAR HOME: Moody's Rates Class M-10 Certificates at Ba1
-------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Nationstar Home Equity Loan Trust 2007-A
and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Nationstar Mortgage originated
adjustable-rate and fixed-rate subprime mortgage loans.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, excess spread,
overcollateralization, and an interest rate swap agreement.
Moody's expects collateral losses to range from 4.75% to 5.25%.

Nationstar Mortgage LLC, will service the loans.

   * Nationstar Home Equity Loan Trust 2007-A

   * Nationstar Home Equity Loan Asset-Backed Certificates, Series
     2007-A

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


NEW CENTURY: Restates Financial Statements for Three Quarters
-------------------------------------------------------------
New Century Financial Corp. disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that it will restate
its consolidated financial results for the quarters ended
March 31, June 30 and September 30, 2006 to correct errors the
company discovered in its application of generally accepted
accounting principles regarding the company's allowance for loan
repurchase losses.

The company establishes an allowance for repurchase losses on
loans sold, which is a reserve for expenses and losses that may be
incurred by the company due to the potential repurchase of loans
resulting from early-payment defaults by the underlying borrowers
or based on alleged violations of representations and warranties
in connection with the sale of these loans.  When the company
repurchases loans, it adds the repurchased loans to its balance
sheet as mortgage loans held for sale at their estimated fair
values, and reduces the repurchase reserve by the amount the
repurchase prices exceed the fair values.  During the second and
third quarters of 2006, the company's accounting policies
incorrectly applied Statement of Financial Accounting Standards
No. 140 - Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities.  Specifically, the
company did not include the expected discount upon disposition of
loans when estimating its allowance for loan repurchase losses.

In addition, the company's methodology for estimating the volume
of repurchase claims to be included in the repurchase reserve
calculation did not properly consider, in each of the first three
quarters of 2006, the growing volume of repurchase claims
outstanding that resulted from the increasing pace of repurchase
requests that occurred in 2006, compounded by the increasing
length of time between the whole loan sales and the receipt and
processing of the repurchase request.

Importantly, the adjustments are generally non-cash in nature.  
Moreover, the company had cash and liquidity in excess of
$350 million at Dec. 31, 2006.

Although the company's full review of the legal, accounting and
tax impact of the restatements is ongoing, at this time the
company expects that, once restated, its net earnings for each of
the first three quarters of 2006 will be reduced.

In light of the pending restatements, the company's previously
filed condensed consolidated financial statements for the quarters
ended March 31, June 30 and September 30, 2006 and all earnings-
related press releases for those periods should no longer be
relied upon.  The company expects to file amended Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30 and
September 30, 2006 as soon as practicable, with a goal to file by
March 1, 2007.  The company also expects that the errors leading
to these restatements constitute material weaknesses in its
internal control over financial reporting for the year ended
December 31, 2006.  However, the company has taken significant
steps to remediate these weaknesses and anticipates remediating
them as soon as practicable.

              Fourth Quarter 2006 Developments

The increasing industry trend of early-payment defaults and,
consequently, loan repurchases intensified in the fourth quarter
of 2006.  The company continued to observe this increased trend in
its early-payment default experience in the fourth quarter, and
the volume of repurchased loans and repurchase claims remains
high.

In addition, the company currently expects to record a fair value
adjustment to its residual interests to reflect revised
prepayment, loss and discount rate assumptions with respect to the
loans underlying these residual interests, based on indicative
market data.  While the company is still determining the magnitude
of these adjustments to its fourth quarter 2006 results, the
company expects the combined impact to result in a net loss for
that period.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'BB-' from 'BB' and
placed it on CreditWatch with negative implications.


NORD RESOURCES: Plantinum's Buyout Plan Delayed Says Chairman
-------------------------------------------------------------
Ronald Hirsch, chairman of the Board of Directors of Nord
Resources Corp. disclosed that the closing of the proposed
acquisition of Nord by Platinum Diversified Mining Inc. in the
all-cash merger transaction still continues to be delayed.

The company has been advised by Platinum Diversified that the
decision of the credit committee of its proposed lender remains
outstanding.  Also remaining outstanding are the payments required
to be made by Platinum Diversified in connection with Nord
Resources' Coyote Springs Project.  Payments -- totaling
approximately $138,000 -- were required to be made by Platinum
Diversified pursuant to the Merger Agreement and remain unpaid.

The Merger Agreement provides that it may be terminated by a non-
defaulting party if the Merger is not consummated [Thurs]day.  The
Nord Resources' position is that the Merger should have closed on
Dec. 22, 2006 and that Platinum continues to be in material breach
of the Merger Agreement.  Therefore it is Nord Resources' position
that Platinum Diversified may not exercise the right provided in
the Merger Agreement to terminate such agreement [Thurs]day.  
Platinum Diversified disagrees with Nord Resources' position.

Nord Resources is reserving all of its rights under the Merger
Agreement, including the right to terminate the Merger Agreement,
its right to a $2 million termination fee and the right to seek
specific performance or damages for breach of the Merger
Agreement.  The company anticipates that it will hear from
Platinum Diversified shortly as to the decision of the credit
committee of Platinum Diversified's proposed lender and whether it
intends to close the Merger on the terms provided in
the Merger Agreement.

Commenting on the status of the Merger Agreement, Mr. Hirsch said:
"We will continue to keep shareholders apprised as events unfold
under the Merger Agreement and will take all required steps to
protect shareholder interests."

Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/-- is an emerging copper    
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.  
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.

                       Going Concern Doubt

In August 2006, Mayer Hoffman McCann PC expressed substantial
doubt about Nord's ability to continue as a going concern after it
audited the company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's significant operating losses.


NORTH AMERICAN: Posts $4.7 Million Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------------
North American Technologies Group Inc. reported a $4.7 million net
loss on sales of $4 million for the first fiscal quarter ended
Dec. 31, 2006, compared with a $5.6 million net loss on $238,336
of sales for the same period ended Dec. 31, 2005.

This decrease in net loss is primarily the result of a
$1.1 million decrease in gross loss and a $1.5 million goodwill
impairment charge in the fiscal 2005 quarter, absent in 2006,
partly offset by a $883,492 increase in selling, general and
administrative expenses, a $40,120 increase in depreciation and
amortization expenses and a $772,125 increase in other expense.

The increase in other expense is primarily attributable to
interest expense on additional debt of $6,500,000 arising from the
sale of the December debentures and $332,354 in additional debt
discount resulting from warrants issued and a beneficial
conversion feature related to the issuance of the debentures.

The increase in net sales was due to the increased production of
crossties at the Marshall Facility and as a result of higher sales
price per crosstie in 2006.  In the comparable period in 2005 the
company materially decreased production to avoid incurring
additional operating losses until it could obtain a more favorable   
price from its customers.

The decrease in gross loss is primarily the result of a higher
selling price of the company's crossties, reduction in warranty
expense and a reduction in the cost of producing crossties offset
by expenses related to the resumption of production at the Houston
plant.

The overall increase in selling, general and administrative
expenses reflects primarily increases of $365,511 in wages and
salaries, $254,038 in allowance for bad debts, $234,247 in
compensation expense related to grant of employee options, repair
and maintenance expenses and travel expenses, offset by decreases
in legal and accounting fees and property taxes.

At Dec. 31, 2006, the company's balance sheet showed $17 million
in total assets and $32.5 million in total liabilities, resulting
in a $15.5 million total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $4 million in total current assets available to pay
$7 million in total current liabilities.

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

                        Going Concern Doubt

KBA Group LLP, in Dallas, Texas, expressed substantial doubt about
North American Technologies Group Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the nine-month period ended Oct. 1, 2006.  The
auditing firm pointed to the company's recurring losses from
operations and use of significant cash flows in operating
activities.

                       About North American
                      
North American Technologies Group Inc., (OTCBB: NATK)
-- http://www.natk.com/ -- through its TieTek subsidiary   
manufactures and sells composite railroad crosstie known as
TieTek(TM) made from recycled composite materials that is a direct
substitute for wood crossties, but with a longer life and with
several environmental advantages.


NORTHWEST AIRLINES: S&P Says Filed Disclosure Won't Affect Ratings
------------------------------------------------------------------
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary( both rated 'D') filed a disclosure statement, adding
information and details to its previously filed plan of
reorganization.  

Standard & Poor's Ratings Services said the development has no
immediate impact on the companies' corporate credit ratings, which
are based on their bankruptcy status.  

Upon emergence from bankruptcy, Standard & Poor's would assign new
corporate credit ratings.  Ratings on certain equipment trust
certificates remain on CreditWatch, excepting 'AAA' rated,
bond-insured certificates, which are not on CreditWatch.  Upon
emergence from bankruptcy, Standard & Poor's would resolve the
CreditWatch review on affected securities.

The 'BBB-' bank loan rating, also not on CreditWatch, on Northwest
Airlines Inc.'s debtor-in-possession credit facility is likewise
unaffected.  That facility is expected to convert to exit
financing, at which time Standard & Poor's would re-rate it.  The
resulting bank loan rating is likely to be substantially lower
than the current rating on the debtor-in-possession facility, as
it would be notched up from Northwest's new corporate credit
rating based on recovery prospects in a default scenario.

The disclosure statement presents a business plan that foresees
further revenue and earnings improvements through 2010.  Northwest
forecasts somewhat higher pretax margins than those projected by
Delta Air Lines Inc. in its disclosure statement, supported in
part by its better current performance.  However, Delta forecasts
somewhat greater improvements in its revenue generation.

"Standard & Poor's considers that the assumptions in Northwest's
plan, like those in Delta's plan, are broadly plausible in the
near term, but more suspect in later years, when an industry
downturn may well occur," said Standard & Poor's credit analyst
Philip Baggaley.

Northwest's proposed reorganization plan would lower debt by
$4.3 billion, an approximate one-third decline.  The company did
not terminate pension plans, in contrast to Delta's termination of
its pilot pension plan, which means that its total obligations
will continue to include funding shortfalls in those plans.  
Overall, Delta's plan achieves greater percentage deductions in
financial obligations.
   
Northwest anticipates that the bankruptcy court will hold a
hearing on the disclosure statement on March 26, 2007, after which
and upon court approval, the reorganization plan would be
submitted to creditors to vote on confirmation.  The disclosure
statement includes the result of an equity valuation by outside
advisors, which resulted in a range of expected values around
$7 billion.  This compares to Delta's valuation in a range that
averaged $10.7 billion.  With total unsecured claims in the range
of $8.75 billion to $9.5 billion, recovery for Northwest's
unsecured creditors is expected to be substantial.  The
reorganization plan provides for a fully underwritten common stock
rights offering of $750 million.


NVE INC: Committee Can Retain Thelen Reid as Substitute Counsel
---------------------------------------------------------------
James W. Langham, co-chairman of the Official Committee of
Unsecured Creditors appointed in N.V.E. Inc.'s bankruptcy case,
obtained authority from the U.S. Bankruptcy Court for the District
of New Jersey to employ Thelen Reid Brown Raysman & Steiner LLP,
as substitute counsel to the Creditors' Committee.

Mr. Langham also obtained permission from the Court to terminate
Brown Raysman Millstein Felder & Steiner LLP as counsel to the
Creditors' Committee, nunc pro tunc to Dec. 1, 2006.

Mr. Langham relates that effective Dec. 1, 2006, Brown Raysman
Millstein Felder & Steiner LLP merged with Thelen Reid & Priest
LLP to form the law firm of Thelen Reid Brown Raysman & Steiner
LLP.

Documents filed with the Court did not disclose specific services
to be rendered by the Firm.

Gerard S. Catalanello, Esq., a member of Thelen Reid, tells the
Court that the Firm's professionals bill:

      Professional                         Hourly Rate
      ------------                         -----------
      Michael V. Blumenthal, Esq.             $645
      Gerard S. Catalanello, Esq.             $560
      James J. Vincequerra, Esq.              $415
      Yevgenia Paikine, Esq.                  $250

      Partners                             $475 - $700
      Associates                           $250 - $475
      Paralegals                           $100 - $230

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

Mr. Catalanello can be contacted at:

      Gerard S. Catalanello, Esq.
      Thelen Reid Brown Raysman & Steiner LLP
      163 Madison Avenue
      P.O. Box 1989
      Morristown, NJ 07962
      Tel: (973) 775-8940
      Fax: (973) 775-8901
      http://www.brownraysman.com/

                          About NVE Inc.

Based in Andover, New Jersey, NVE Inc., dba NVE Pharmaceuticals,
Inc., manufactures dietary supplements.  The Debtor is facing
lawsuits about its weight-loss products which contain the now-
banned herbal stimulant, Ephedra.  The company filed for chapter
11 protection on August 10, 2005 (Bankr. D. N.J. Case No. 05-
35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq., Michael
McLaughlin, Esq., and Steven Z Jurista, Esq., at Wasserman,
Jurista & Stolz, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $10,966,522 in total assets and $14,745,605 in total
debts.


NYLIM HIGH: Redemption of Notes Cues S&P to Withdraw Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B-1, B-2, C, D-1, and D-2 notes issued by NYLIM High
Yield CDO 2001 Ltd., a high-yield arbitrage CBO transaction
originated in January 2002.

The rating withdrawals follow the optional redemption of the notes
at the direction of the holders of a majority of the preference
shares, pursuant to section 9.1(a) of the indenture.  The optional
redemption took place on the Feb. 15, 2007, distribution date.
   
                        Ratings Withdrawn
   
                  NYLIM High Yield CDO 2001 Ltd.

                     Rating                 Balance
                     ------                 -------
    Class         To         From    Current       Original
    -----         --         ----    -------       ------------
    A             NR         AAA     0.00          $176,000,000
    B-1           NR         A-      0.00           $15,000,000
    B-2           NR         A-      0.00            $8,700,000
    C             NR         BBB     0.00           $11,800,000
    D-1           NR         BB      0.00            $4,000,000
    D-2           NR         BB      0.00            $6,000,000


OCEANVIEW CBO: S&P Removes Neg. Watch on Junk Rated $21.5MM Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2, B-F, B-V, and C notes issued by Oceanview CBO I Ltd., a
CDO of ABS transaction managed by Deerfield Capital Management
LLC, and removed them from CreditWatch negative, where they were
placed Dec. 7, 2006.

At the same time, the rating assigned to the class A-1A notes was
affirmed based on a financial guarantee insurance policy issued by
MBIA Insurance Corp.  

Concurrently, the ratings assigned to the class A-1B notes and the
combination securities were affirmed based on the level of credit
enhancement available to support these notes.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since they
were last downgraded in May 2006.  These factors include negative
migration in the overall credit quality of the assets within the
collateral pool.

According to the Dec. 31, 2006, trustee report, the transaction is
carrying $12.46 million in defaulted securities, approximately
4.83% of the performing collateral portfolio, compared with zero
defaults at the time of the May 2006 rating actions.

                   Ratings Lowered And Removed
                    From Creditwatch Negative
   
                       Oceanview CBO I Ltd.                 
            
                   Rating         
                   ------
          Class   To     From              Balance
          -----   --     ----              -----------
          A-2     BB+    BBB+/Watch Neg    $28,000,000
          B-F     CC     CCC+/Watch Neg    $12,230,000
          B-V     CC     CCC+/Watch Neg     $5,840,000
          C       CC     CCC-/Watch Neg     $3,500,000


OWNIT MORTGAGE: Court Sets Feb. 22 Hearing in Mortgage Loans Sale
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing to consider the sale of Ownit Mortgage
Solutions Inc.'s mortgage loans on Feb. 22, 2007, 2:00 p.m., at
21041 Burbank Boulevard in Woodland Hills, California.

As of Dec. 28, 2006, among other assets, the Debtor owns and holds
approximately 54 residential fixed and adjustable rate first or
second lien mortgage loans.  Each mortgage loan is secured by a
mortgage, deed of trust or other security instrument creating a
first or second priority lien on residential dwellings located in
various jurisdictions.  Details on the mortgage loans were not
available in the documents the Debtor filed with the Court.

The Debtor wants to sell those loans because it has limited
operating cash at this juncture and urgently needs to raise as
soon as possible additional funds to pay for its operational and
other expenses, including administrative rents for its various
leased locations which must be paid by Feb. 26, 2007.

                    Sale and Bidding Procedures

The Debtor proposes that the auction sale on the mortgage loans be
on Feb. 22, 2007, 9:00 a.m. Pacific Time, at the offices of
Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, Suite 1100,
10100 Santa Monica Boulevard, in Los Angeles California.

The deadline for submission of potential stalking horse bids
was set by the Debtor at 5:00 p.m. on Feb. 16, 2007.

To qualify in the auction, the Debtor proposes that competing bids
must accompany a 10% good faith deposit and be submitted no later
than 4:00 p.m. on Wednesday, Feb. 21, 2007.

The competing bidder must also be able to pay the full purchase
price no later than 10:00 a.m. on Feb. 26, 2007.

Subsequent bids will be in the increments of no less than 5% of
the overbid.

The stalking horse bidder will be entitled to a break-up fee,
which is 3% of that stalking horse bidder's bid.

The Debtor expects to close the sale at 10:00 a.m. on Feb. 26,
2007.

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: Committee Selects Stutman Treister as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Ownit Mortgage
Solutions Inc.'s chapter 11 case asks the U.S. Bankruptcy Court
for the Central District of California for authority to retain
Stutman, Treister & Glatt Professional Corp. as its counsel, nunc
pro tunc to Jan. 12, 2007.

The Committee expects the firm to:

   a) protect and preserve the interests of the unsecured
      creditors of the Debtor as a class;

   b) advise the Committee of its powers and responsibilities
      under the Bankruptcy Code;

   c) advise the Committee of the requirements of the Bankruptcy
      Code and the Bankruptcy Rules as they pertain to the
      interests of the Committee and its constituents;

   d) develop, through discussion with the Committee, and other
      parties-in-interest, the Committee's legal positions and
      strategies with respect to all facets of the Debtor's case,
      including analyzing the Committee's position on
      administrative and operational issues;

   e) prepare motions, applications, answers, orders, memoranda,
      reports, and papers in connection with representing the
      interests of the Committee; and

   f) participate in the negotiations and resolution of issues
      related to financing and any plan of reorganization.

The general billing rates of the firm's professionals are:

     Position               Hourly Rate
     --------               -----------
     Principals             $475 - $775
     Associates             $250 - $385
     Law Clerks             $160 - $215
     Paralegals                $190

The firm's professionals expected to be most active in
representing the Committee and their hourly rates are:

     Professional                  Hourly Rate
     ------------                  -----------
     Michael H. Goldstein, Esq.       $645
     Christine M. Pajak, Esq.         $385
     Gabriel I. Glazer, Esq.          $250
     Kendra A. Johnson                $190

To the best of the Committee's knowledge, Stutman Treister does
not hold any interest adverse to the Debtor and its estate.

Stutman Treister specializes in bankruptcy, insolvency, corporate
reorganization, commercial litigation, commercial workouts, debt
restructuring and bankruptcy taxation laws.

The firm can be reached at:

   Suite 1300
   185 South State Street
   Salt Lake City, UT 84111-1537
   Phone: (801) 257-7976
   Fax:   (866) 763-0412
   http://www.stutman.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: Court Affirms Interim Critical Vendors Claim Order
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas confirmed its previous interim order granting Pacific Lumber
Co. Inc. and four debtor-affiliates -- Britt Lumber Co. Inc.,
Scotia Development LLC, Scotia Inn Inc., and Salmon Creek LLC --
authority to pay Critical Vendors Claims, provided that:

   a. payments must be made with prior approval from Marathon   
      Structured Finance Fund, LP, and LaSalle Bank, N.A. and  
      LaSalle Business Credit, LLC, in writing; and

   b. the Official Committee of Unsecured Creditors does not
      file an objection within five business days after the
      Debtors provide the identity of the specific Critical
      Vendor they propose to pay and the amount of the proposed
      payment.

The Court ruled that in the event a Critical Vendor fails to
fulfill its obligation:

   a. payments made to that Critical Vendor with respect to
      their prepetition debt will be subject to avoidance and
      recovery pursuant to Sections 549 and 550 of the
      Bankruptcy Code, setoff or recoupment;

   b. any remaining prepetition claim of that Critical Vendor
      will be subject to disallowance pursuant to Section 502(d)
      of the Bankruptcy Code; and

   c. that Critical Vendor will be subject to potential
      sanctions.

As reported in the Troubled Company Reporter on Feb. 6, 2007,  
Pacific Lumber and four of its debtor-affiliates obtained an
interim authority from the Court to pay critical vendors up to
100% of the prepetition debt provided that:

   a. payments to loggers and haulers in excess of $575,000 shall  
      be with written approval from LaSalle Bank National    
      Association, LaSalle Business Credit LLC and Marathon  
      Structured Finance Fund L.P.

   b. By accepting payment from the Debtors, the Critical Vendor  
      agrees to continue extending credit and supplying materials,
      equipment, goods and services to the Debtors in accordance    
      with prepetition practices.
                              
                        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).


PACIFIC LUMBER: Rio Del City Wants Venue Moved to California Court
------------------------------------------------------------------
The City of Rio Dell asks the United States Bankruptcy Court for
the Southern District of Texas to transfer Pacific Lumber and its
debtor-affiliates' consolidated case to the United States
Bankruptcy Court for the Northern District of California.

Prior to City of Rio Dell's request, the California Resources
Agency and five other California State Agencies had asked the
Court to transfer and change the venue of Pacific Lumber and its
debtor-affiliates' bankruptcy cases to the United States
Bankruptcy Court for the Northern District of California, Oakland
Division.

The State Agencies cited that the Debtors manufactured venue
through the formation of Scotia Development LLC as a limited
liability company in Corpus Christi, Texas, and that based on a
review of pleadings filed in the Debtors' cases, Scotia
Development has no significant business activity or purpose.   

Rio Dell, a general law city of 3,250 residents, is located
immediately adjacent to the town of Scotia, California.

Rio Dell lawyer David E. Martinek, Esq., at Dun & Martinek LLP, in
Eureka, California, relates that The Pacific Lumber Company
approached Rio Dell in August 2006 and inquired about a possible
annexation of Scotia by Rio Dell.  At that time, Rio Dell agreed
to explore annexation but could not afford to pay various experts
that would be needed to examine the issue and advise the City
Council regarding the feasibility of annexation.

To facilitate the Rio Dell's review of annexation, PALCO agreed
to pay for the expert advice required.  The practice has been for
Rio Dell to inform PALCO of bills related to the annexation work,
and for PALCO to pay for those bills, Mr. Martinek informs the
Court.  At present, $38,000 is due and owing for prepetition fees
and expenses relating to the annexation proposal.

Because of PALCO's bankruptcy proceeding, Rio Dell's taxpayers
are potentially subject to having to pay outstanding bills
relating to the PALCO annexation proposal taken out of Rio Dell's
coffers, Mr. Martinek points out.

"The citizens of Rio Dell, including their elected
representatives, have no way of meaningfully participating in
(PALCO's) bankruptcy process if it remains in Texas," Mr.
Martinek says.

                       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).


PARMALAT SPA: Inks EUR25 Mil. Settlement with Popolare di Milano
----------------------------------------------------------------
Parmalat S.p.A. and Banca Popolare di Milano reached a
settlement agreement on Feb. 2, in relation to revocatory
actions against BPM and Cassa di Risparmio di Alessandria; to an
action for damages against Banca Akros; and to Banca Akros'
opposition to Parmalat's list of creditors.

All actions have been settled through two contracts.

                        First Contract

BPM, also on behalf of Cassa di Risparmio di Alessandria, has
agreed to pay Parmalat a total of EUR25 million in relation to
revocatory actions brought by Parmalat, also adjusted by EUR34
million in relation to transactions that were subsequently found
not to have been honored.

Further, BPM and Cassa di Risparmio di Alessandria have
renounced their right to be included in Parmalat's list of
creditors for an equivalent of the amount repaid under the
settlement of revocatory actions and have also forgone the
possibility of requesting any future admission to the list of
creditors of Parmalat and of other companies in the Parmalat
Group.

                        Second Contract

Banca Akros has agreed to forego its opposition to Parmalat's
list of creditors in return for Parmalat ceasing to pursue its
action for damages against Banca Akros.  This settlement covers
only Banca Akros' alleged share of responsibility for the
transactions that are subject to Parmalat's action for damages.

Both Parmalat and BPM express their satisfaction at the reaching
of the agreement.

                            About BPM

Headquartered in Milan, Italy, Banca Popolare di Milano --
http://www.bpm.it/-- offers cooperative banking services   
through its private banking division, business services
division, home banking services division and its foreign banking
services division.  Its subsidiaries include banking groups,
such as Banca di Legnano, Banca Akros and Cassa di Risparmio di
Alessandria; finance groups, including BPM Fund Management Ltd,
Bipiemme Gestioni SGR SpA, BPM Ireland and We@service SpA, and
other companies specializing in insurance.

                         About Parmalat

Based in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/
-- sells nameplate milk products that can be stored at room
temperature for months.  It also has 40-some brand product line,
which includes yogurt, cheese, butter, cakes and cookies, breads,
pizza, snack foods and vegetable sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Parmalat Capital Finance
Ltd., Dairy Holdings, Ltd., and Food Holdings, Ltd.  Dairy
Holdings and Food Holdings are Cayman Island special-purpose
vehicles established by Parmalat SpA.  The Finance Companies are
under separate winding up petitions before the Grand Court of
the Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


PARMALAT SPA: Sells Soccer Club to Tommaso Ghirardi for EUR30 Mil.
------------------------------------------------------------------
Parmalat S.p.A. has sold soccer club Parma AC to a consortium
led by Tommaso Ghirardi for EUR30 million, Reuters says.

Previously, Parmalat called for non-binding offers indicating
how much capital potential buyers are willing to inject to
"reinforce the team's financial structure and guarantee its
competitiveness."  Parmalat set an initial price of EUR4
million.

The Italian Ministry for Economic Development has approved the
sale, which transfers the club's ownership from Parmalat to the
consortium of Mr. Ghirardi, Angelo Meneghini and Banca Monte di
Parma.  Parma AC has been in temporary administration since
Parmalat's multi-billion euro collapse in December 2003.

"We believe in the sport and we believe we can operate well,"
Mr. Ghirardi told the Associated Press.  "We're not just passing
by.  We want to give a lot to Parma and Italian soccer."

Two-time UEFA Cup champion Parma AC is currently third from
bottom in the Series A division with 15 points.  The team is
trying to avoid relegation by not landing at the bottom three.

                       About Parmalat

Based in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/
-- sells nameplate milk products that can be stored at room
temperature for months.  It also has 40-some brand product line,
which includes yogurt, cheese, butter, cakes and cookies, breads,
pizza, snack foods and vegetable sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


PENGE CORP: December 31 Balance Sheet Upside-Down by $358,860
-------------------------------------------------------------
Penge Corp.'s balance sheet at Dec. 31, 2006, showed $9.2 million
in total assets and $9.6 million in total liabilities, resulting
in a $358,860 total stockholders' deficit.

The company's December 31 balance sheet also showed strained
liquidity with $3 million in total current assets available to pay
$5.8 million in total current liabilities.

Penge Corp. reported a $226,953 net loss on $720,045 of revenues
for the second quarter of fiscal 2007 ended Dec. 31, 2006,
compared to a $194,118 net loss on $1.2 million of revenues for
the same period of fiscal 2006 ended Dec. 31, 2005.

Revenues decreased due to cessation of unprofitable wholesale
business through S&S Plant Farm and the cessation of approximately
$350,000 in wholesale business with the Texas region of Home Depot
due to a high probability of sales returns from the new vendor
consignment model in the Texas region.

Cost of goods sold decreased due to lower sales, and cost of goods
sold as a percentage of sales decreased from 73% in the prior
period quarter to 42% for the quarter ended Dec. 31, 2006, as a
result of eliminating low margin sales at the S&S Plant Farm and
having higher margin sales at the Texas Landscape Center.

Operating expenses increased from $230,560 for the second quarter
of fiscal 2006 to $281,199 for the second quarter of fiscal 2007.  
The increase in operating expense was due to increased wages and
salaries, advertising, accounting and legal fees, and other
general and administrative expenses associated with the addition
of the Texas Landscape Center.

Other expense increased $74,365 mainly as a result of an increase
in finance charges and interest expense due to an increase in
indebtedness and interest on indebtedness.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?19f6

                         About Penge Corp.

Based in Midland, Texas, Penge Corp. (Other OTC: PNGC.PK) --
http://www.pengecorp.com/ -- is a public holding company that  
acquires nursery-industry companies.  Penge's current holdings
include a 274-acre wholesale tree operation outside of Tucson,
Arizona, a 17-acre tree and shrub operation outside of Houston,
Texas, a 50-acre bedding plant, tree, and shrub operation in
Midland, Texas, and 7 acres of prime commercial ground in San
Angelo, Texas.


POGO PRODUCING: Asset Sale Plan Spurs S&P's Developing CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on oil and gas exploration and production company
Pogo Producing Co. on CreditWatch with developing implications.

The rating action follows Pogo's report that it will explore
strategic alternatives, including sale of assets or the company.

As of Dec. 31, 2006, Houston, Texas-based Pogo had $2.3 billion of
debt outstanding.

The CreditWatch listing reflects the potential for ratings to be
raised, lowered, or affirmed in the near term.

"A sale or merger carries the risk that the buyer or resulting
merged company will have a lower rating," said Standard & Poor's
credit analyst.

"Alternatively, we could raise the ratings could if Pogo is
acquired by a company with a higher rating that guarantees Pogo's
debt."

Standard & Poor's also said that the CreditWatch listing reflects
the risk that the company may pursue large share repurchases or
special dividends funded with debt or asset sale proceeds that
could result in a company with significantly increased financial
leverage or a smaller asset and production base.


POLYPORE INT'L: Good Performance Prompts S&P's Revised Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Charlotte, North Carolina-based Polypore International Inc. and
its subsidiary Polypore Inc. to stable from negative.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'B' corporate credit rating.

"The outlook revision acknowledges the company's progress in
stabilizing operating performance especially in its healthcare
segment, its positive free cash flow generation despite
significant cash restructuring costs, and its adequate liquidity,"
said Standard & Poor's credit analyst Gregoire Buet.

Polypore experienced a significant drop in revenue and operating
profits during 2005, caused by a conjunction of adverse factors,
notably a change in customer and product mix, volatile demand for
lithium separators in the energy storage business, and by the loss
of one of its largest hemodialysis customers, as market demand is
rapidly shifting from cellulosic to synthetic membranes
technology.

Performance stabilized in 2006 as the company benefited from
volume growth in energy storage and from its lower-cost production
facilities in Asia.  Polypore also exited the production of
cellulosic membranes because demand has weakened below
economically profitable levels, and alternative synthetic
membranes technology is progressively gaining customer acceptance.

As a result, operating margins remain sound, close to 30%.  
Despite cash restructuring costs and higher capital expenditures
expected in 2007, the company should continue to generate positive
free operating cash flow.

The ratings continue to reflect Polypore's highly leveraged
financial risk profile characterized by very high debt levels and
weak credit metrics.


PRIMUS TELECOMMS: NY Court Denies Noteholders' Injunctive Relief
----------------------------------------------------------------
Primus Telecommunications Holding Inc., a wholly owned subsidiary
of Primus Telecommunications Group Inc., reported that the claim
for injunctive relief sought by the plaintiffs in the disclosed
litigation filed by certain of the purported holders of 8% Senior
Notes due 2014 was denied by the United States District Court for
the Southern District of New York.

On Feb. 15, 2007, the $22.7 million payable by the company
in respect of its outstanding 5-3/4% Convertible Subordinated
Debentures due Feb. 15, 2007 was satisfied and paid.  As a result,
the February 2007 Group Debentures have been paid in full.

In January 2007, the companies were served with a complaint by
certain of the purported holders of Holding's 8% Senior Notes due
2014 seeking the relief described below before the Court.  The
complaint effectively sought declaratory and injunctive relief to
prevent, set aside or declare illegal or fraudulent certain
transfers of funds allegedly made by Holding to Group and
injunctive relief to prevent certain payments or disbursements of
funds by Group in respect of outstanding obligations of Group that
are payable, including the February 2007 Payment Obligation.

The companies believe that the remaining claims concerning the
litigation described above are without merit and will continue to
defend the matter vigorously.

Based in McLean, Virginia, PRIMUS Telecommunications Group,
Incorporated (NASDAQ: PRTL) -- http://www.primustel.com/-- is an  
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol, Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 350
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 16 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Moody's Investors Service downgraded Primus Telecommunications
Group Inc.'s corporate family rating to Caa3 from Caa1.  Moody's
downgraded the company's Senior Secured Term Loan dues 2011 to
Caa2 and Senior Notes dues 2014 to Caa3.


PROTECTION ONE: Moody's Holds Junk Rating on $110 Mil. Sr. Notes
----------------------------------------------------------------
Moody's Investors Service maintained Protection One Alarm
Monitoring Inc.'s B1 ratings on review for possible upgrade on its
$25 million senior secured revolver due 2010 and $300 million
senior secured term loan B due 2012.

Concurrently, Moody's affirmed Protection One's Caa1 rating on its
$110 million senior subordinated notes due 2009, B2 Probability of
Default rating and B2 Corporate Family rating.

Additionally, Moody's affirmed Integrated Alarm Services Group
Inc.'s B3 rating on its $125 million second lien notes due 2011,
SGL-4 Speculative Grade Liquidity rating, B3 Probability of
Default rating, and B3 Corporate Family rating.

"The review of Protection One's B1 ratings on the $25 million
senior secured revolver and $300 million senior term loan B will
focus on the proposed changes in the capital structure
post-transaction which will increase the amount of debt below the
senior secured debt with the assumption of IASG's $125 million
second lien notes due 2011", said Sidney Matti, Analyst at
Moody's.

Based on Moody's Loss Given Default Methodology, the additional
junior debt would likely result in a one notch upgrade for the
ratings on the revolver and term loan.  At this time, the Caa1
ratings on the $110 million senior subordinated notes are not
expected to change.

Upon the closing of the merger transaction, Protection One will
assume IASG's $125 million 12% second lien notes.  Holders of
85.5%, or $106.8 million of IASG's second lien notes have signed a
Lock Up and Consent agreement for an exchange of the existing
notes for a new series of $125 million second lien notes with
Protection One as the issuer.  Part of the exchange includes
several changes to the covenant package under the indenture.  Some
of the amendments include the deletion of the Repurchase Offer
Following Excess Retail Attrition and Limitation on Purchases of
Retail Alarm Monitoring Contracts Following Certain Events
covenants.  However, the noteholders that consent will receive a
second lien status on all of Protection One's assets.

Headquartered in Lawrence, Kansas, Protection One Alarm
Monitoring, Inc. installs, monitors and maintains security alarms
catering to residential, commercial, multifamily and wholesale
customers.  For the twelve months ended Sept. 30, 2006, the
company generated approximately $82 million in adjusted EBITDA on
approximately $268 million in revenues.

Headquartered in Albany, New York, Integrated Alarm Services Group
Inc. provides alarm monitoring services to independent security
alarm companies.  For the twelve months ended Sept. 30, 2006, the
company generated approximately $20 million in adjusted EBITDA on
approximately $96 million in revenues.


PROTECTION ONE: S&P Puts B Rating on Proposed $125 Mil. Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Lawrence, Kansas-based Protection One Alarm
Monitoring Inc.  The rating outlook is negative.  

At the same time, Standard & Poor's affirmed its 'B-' rating on
Protection One's senior subordinated debt.  

Also, Standard & Poor's assigned its 'B' rating and '3' recovery
rating to Protection One's proposed $125 million second-lien
senior secured notes, indicating its expectation of meaningful
recovery of principal by creditors in the event of a payment
default.  These notes will replace existing senior secured notes
at Integrated Alarm Services Group Inc.

Standard & Poor's also raised its bank loan and recovery ratings
on Protection One's first-lien senior secured debt to 'BB-'with a
'1' recovery rating, and removed the rating from CreditWatch
positive.  The 'BB-' rating, along with the '1' recovery rating,
indicates Standard & Poor's expectation of full recovery of
principal in the event of a payment default.  The raising of the
first-lien senior secured debt rating reflects the increase in
collateral that will result from the combination of the two
companies, which improves recovery prospects for first-lien
lenders in a payment default scenario.

"The ratings affirmation reflects our opinion that this
transaction is generally viewed as a positive for Protection One,"
said Standard & Poor's credit analyst Ben Bubeck.

Protection One's management has a solid track record of driving
down attrition across a much larger portfolio.  There are
opportunities for cost synergies between the two companies around
redundant expenses.

"We expect the benefits from greater scale to drive improved free
operating cash flow generation at the combined company,"
Mr. Bubeck added.


QUEST MINERALS: Retains General Mining to Rehabilitate Pond Creek
-----------------------------------------------------------------
Quest Minerals & Mining Corp. has retained General Mining LLC of
Wallins, Kentucky, to rehabilitate the company's Pond Creek Mine
at Slater's Branch, Kentucky.  Quest has also granted to General
Mining a right of first refusal to act as the company's contract
miner once the rehabilitation is completed.

"We are very excited to have retained General Mining to
rehabilitate the Pond Creek Mine. General Mining has over 30 years
of experience in the coal mining industry and has an excellent
reputation for providing quality work," Eugene Chiaramonte, Jr.,
President of Quest, stated.  "We are looking forward to having
General Mining as part of our team and we look forward to a
prosperous relationship."

In addition to rehabilitating the mine, General Mining will
proceed to obtain all necessary licenses from the requisite
Federal and State authorities to allow it to complete the
rehabilitation and commence mining operations.

Based in Paterson, New Jersey, Quest Minerals & Mining Corp.
(OTC BB:QMMG.OB) -- http://www.questminerals.com/-- acquires and  
operates energy and mineral related properties in the southeastern
part of the United States.  Quest focuses its efforts on
properties that produce quality compliance blend coal.

At Sept. 30, 2006, the company's balance sheet showed total assets
of $6,465,372, and total liabilities of $7,579,981, resulting in a
stockholders' deficit of $1,114,609.


RAILAMERICA INC: Completed Buyout Prompts S&P to Withdraw Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit and other ratings on RailAmerica Inc. and its related
entities.  The rating action follows the completion of the
acquisition of RailAmerica by certain private equity funds managed
by affiliates of Fortress Investment Group LLC and the repayment
of all of RailAmerica's rated debt.

RailAmerica operates a diverse network of rail operations in North
America, consisting of 42 railroads and 7,800 miles of track.


RAPID PAYROLL: California Court Confirms Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
confirmed Rapid Payroll Inc.'s Amended Plan of Reorganization,
which is co-proposed by its corporate parent, Paychex Inc., and
affiliate PayChex of New York LLC.

                      Funding for the Plan

Both Paychex and PONY have agreed to fund, and to be jointly and
severally responsible for the funding, the difference between the
Debtor's cash on hand and the amount necessary to fund the Plan
within 30 days after its effective date.

                       Overview of the Plan

Under the Plan, administrative claims estimated at $626,500 will
be paid in full on the effective date.  The lone priority tax
claim filed by the Internal Revenue Service for $12,135 will also
be paid in full.

The Debtor proposes to pay, with the exception of Paychex of New
York, 100% of the allowed claim amounts of the holders of Class 1
General Unsecured Claims.  Paychex of New York holds a $23,361,474
general unsecured claim.  The remaining general unsecured claims
total $4,287,285.

Pursuant to an agreement with the Debtor, upon confirmation of the
Plan, PoNY will defer receipt of any consideration on account of
its claim until all other Class 1 Claimants have been paid.

General Unsecured Claimants, excluding PoNY, will also receive the
source code for licensed software.

The Debtor has no secured creditors.  Paychex Inc., the 100% owner
of the Debtor, will retain its prepetition interest in the Debtor.

Distributions under the Plan will be funded by the Debtor's
$3,309,330 cash on hand as of Nov. 30, 2006.  The amount will be
supplemented by the liquidation of the Debtor's assets estimated
at $43,000.

Total disbursements required under the Plan on the effective date
are approximately $5,205,920.

A full-text copy of the First Amended Chapter 11 Plan of
Reorganization, as modified, is available for a fee at

  http://www.researcharchives.com/bin/download?id=070218210303

                       About Rapid Payroll

Headquartered in Orange, California, Rapid Payroll Inc. fka Olsen
Computer Systems, was in the business of licensing payroll
processing software called Rapidpay and providing maintenance,
support and updates for the software to its licensees.  The
Company was later acquired in November 1996 by Paychex, Inc.
Rapid Payroll filed for chapter 11 protection on May 4, 2006
(Bankr. C.D. Calif. Case No. 06-10631).  The firm of Robinson,
Diamant & Wolkowitz, APC, serves as the Debtor's counsel.  When
the Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and debts between $10
million and $50 million.


READER'S DIGEST: Moody's Cuts Corp. Family Rating to B2 from Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded The Reader's Digest
Association's Corporate Family rating to B2 from Ba1, concluding
the review for downgrade initiated on Sept. 6, 2006 and continued
on Nov. 16, 2006 in connection with the proposed $2.4 billion
acquisition by a consortium of investors led by Ripplewood
Holdings LLC.  The downgrade reflects the significant increase in
leverage that will occur as a result of the debt-financed buyout
and RDA's concurrent combination with Ripplewood portfolio
companies WRC Media Inc. and Direct Holdings U.S. Corp.

Moody's also assigned a B1 rating to Doctor Acquisition Co.'s
proposed $1.46 billion senior secured credit facilities and Caa1
rating to DAC's proposed $750 million senior subordinated notes to
be issued in connection with the acquisition.  Together with
$466 million of cash common equity and the sale of $274 million of
senior PIK preferred stock by RDA Holding Co., the parent holding
company established by Ripplewood for this transaction, the
proceeds will be used as follows: $1.7 billion to fund the buyout
of RDA's common stock, approximately $700 million to retire
existing RDA debt, $194 million to retire existing debt and other
obligations of Weekly Reader and Direct Holdings, and
approximately $140 million for transaction-related fees and
expenses including a $25 million transaction fee to Ripplewood.
DAC is an acquisition vehicle owned by Ripplewood and affiliates
that will be merged into RDA to complete the acquisition with RDA
continuing as the survivor and borrower post-closing.

The rating outlook is stable.

Downgrades:

   * Reader's Digest Association, Inc.

      -- Corporate Family Rating, Downgraded to B2 from Ba1
      -- Probability of Default Rating, Downgraded to B2 from Ba1

Assignments:

   * Doctor Acquisition Co.

      -- Corporate Family Rating, Assigned B2

      -- Probability of Default Rating, Assigned B2

      -- Guaranteed Senior Secured Revolver, Assigned B1 LGD3, 33

      -- Guaranteed Senior Secured Term Loan B, Assigned B1 LGD3,
         33

      -- Guaranteed Senior Subordinated Notes, Assigned Caa1
         LGD5,85

Outlook Actions:

   * Reader's Digest Association, Inc.

      -- Outlook, Changed To Stable From Rating Under Review

   * Doctor Acquisition Co.

      -- Outlook, Assigned Stable

The B2 CFR reflects the combined company's high leverage, low
EBITDA margins and the moderate growth prospects of the mature and
largely print-based publishing portfolio.  

Moody's expects debt-to-EBITDA will remain high at approximately
7.2-7.4x in FY 2008.  Debt reduction will initially be modest due
to the higher interest burden and spending associated with
restructuring actions.

Recognizable brands, significant global presence and broad
diversity of publishing products support the ratings.  Moody's
believes the publishing product lines are mature, but that new
initiatives including the Everyday with Rachel Ray magazine, Taste
of Home Entertaining business and continued expansion into
developing countries will contribute to modest revenue growth.  A
key area of focus is improving the cost structure and operational
efficiency to drive margin expansion.  The company's print
publishing and direct marketing businesses nevertheless have high
customer churn and acquisition costs, and recurring editorial and
paper costs that restrain margin potential.  Moody's believes the
high leverage and weak margins limit financial flexibility over
the intermediate term.

The stable rating outlook reflects Moody's expectation that cost
savings and moderate revenue gains will lower debt-to-EBITDA over
the next 12-18 months.  Moody's believes the credit agreement
provides near term flexibility for cost reduction plans to gain
traction as the debt-to-EBITDA covenant does not begin until
March 31, 2008.

The Ba2 rating on RDA's existing $300 million notes remains on
review for downgrade pending the outcome of the tender offer for
the notes.  Moody's will withdraw the rating if the notes are
repaid in connection with the tender offer and would likely lower
the rating to B3/LGD4 on any stub portion that remains after the
tender offer.

The Reader's Digest Association, Inc., headquartered in
Pleasantville, New York, is a global publisher and direct marketer
of products including magazines, books, recorded music collections
and home videos.  Products include Readers Digest magazine, which
is published in 50 editions and 21 languages.  Following the
acquisition by Ripplewood and the combination with the Weekly
Reader and Direct Holdings operations, Reader's Digest will have
annual revenues of approximately $2.8 billion.


RELIANT PHARMA: Moody's Rates Corporate Family Rating at B2
-----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Reliant
Pharmaceuticals, Inc., including a B2 Corporate Family Rating and
B2 ratings to the proposed first lien senior secured term loan and
delayed draw term loan.

The ratings are being assigned in conjunction with a proposed
offering with the proceeds expected to be used to repay existing
debt as well as for general purposes, including working capital.
The ratings remain subject to the receipt and review of final
documentation.

The rating outlook is positive.

Reliant's B2 Corporate Family Rating reflects:

   (1) significant product concentration risk, primarily in
       Omacor;

   (2) weak cash flow relative to debt; and

   (3) limited history as a profitable company.

According to the factors outlined in the Moody's Global
Pharmaceutical Rating Methodology, favorable scores in patent
exposure and cash coverage of debt are offset by below-average
scores in size and scale, product concentration risk, cash flow
from operations to debt, and free cash flow to debt.

The positive rating outlook considers the possibility that very
strong script trends for Omacor could result in a significant
expansion of cash flow in the next 12 to 18 months.

Moody's favorable Omacor outlook considers:

   (1) demographics and ongoing reductions in target cholesterol
       levels;

   (2) the likelihood of increasing focus on the role of
       triglycerides in the management of cardiovascular disease;

   (3) Reliant's large salesforce focusing primarily on Omacor;
       and

   (4) Moody's understanding that the safety profile of Omacor is
       currently perceived by prescribers as favorable.

If the ratio of free cash flow to adjusted debt appears likely to
be sustained above 10%, then the ratings could face upward
pressure.

Ratings assigned to Reliant Pharmaceuticals, Inc.:

   -- B2 Corporate Family Rating

   -- B2 Probability of Default Rating

   -- B2 first lien senior secured Term Loan of $170 million, due
      2012, LGD3, 48%

   -- B2 first lien senior secured first lien Delayed Draw Term
      Loan of $45 million, due 2012, LGD3, 48%

Moody's does not rate Reliant's secured asset-backed revolving
credit facility, which enjoys first lien security on eligible
accounts receivable and second lien security on remaining assets.

Headquartered in Liberty Corner, New Jersey, Reliant
Pharmaceuticals, Inc. is a privately-owned United States based
branded pharmaceutical company with integrated sales, marketing
and development and expertise.


RELIANT PHARMA: S&P Places Corporate Credit Rating at B+
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Liberty Corner, New Jersey-based Reliant
Pharmaceuticals Inc.

The rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's senior secured financing, consisting of a
$215 million term loan due 2012.   The term loan has a first-lien
interest in all assets of the company except accounts receivable,
in which it holds a second-lien interest.  The term loan is rated
'B+' with a recovery rating of '3', indicating the expectation for
meaningful recovery of principal in the event of payment default.

"The 'B+' corporate credit rating on Reliant reflects the
company's limited product diversity, high sales concentration in
Omacor, the need to compete against much larger players, and
leveraged capital structure and limited free cash flows expected
over the near term," explained Standard & Poor's credit analyst
Arthur Wong.

"These concerns are somewhat mitigated by the growing sales of
Omacor," Mr. Wong added.


RESMAE MORTGAGE: Court Sets March 5 Hearing on Sale of All Assets
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing at 3:00 p.m. EST on March 5, 2007, to consider
the sale of substantially all assets of ResMAE Mortgage Corp. to
Credit Suisse (USA) Inc. for $15,259,140.  

Pursuant to an asset purchase agreement dated Feb. 12, 2007, in
addition to the $15,259,140 consideration, Credit Suisse also
agreed to assume ResMAE Mortgage's certain liabilities and retain
80% of its employees.

As reported in the Troubled Company Reporter on Feb. 15, 2007,
Eugene S. Weil, the chief executive officer of Milestone Advisors
LLC, said, ResMAE Mortgage filed for bankruptcy because Credit
Suisse Securities LLC informed ResMAE Financial Corp., parent
company of ResMAE Mortgage, that it would only proceed with the
acquisition of ResMAE Mortgage's assets through a Section 363 sale
process.

ResMAE Financial hired Milestone Advisors to sell its shares or
assets to prospective bidders.  Credit Suisse was one of the 12
prospective bidders.

The Debtor proposes that the auction sale be held on March 2,
2007, 12:00 p.m., at the offices of Richards, Layton & Finger
P.A., 920 N. King Street, in Wilmington, Delaware.

To participate in the auction, competing bids must be submitted
not later than 4:00 p.m. on Feb. 28, 2007.

Objections to the sale transaction must filed by Feb. 28, 2007, at
4:00 p.m. EST, with the Clerk of Court at this address:

   United States Bankruptcy Court
   District of Delaware
   3rd Floor
   824 N. Market Street
   Wilmington, DE

For free copies of the sale documents, contact:

   Kurzman Carson Consultants LLC
   Attn: Andrew D. Wagner
   Suite 1
   12910 Culver Boulevard
   Los Angeles, CA 90066
   Tel: (310) 751-1796
   Fax: (310) 751-2-1846

Headquartered in Brea, California, ResMAE Mortgage Corp. --
http://www.resmae.com/-- is a subsidiary of ResMAE Financial  
Corp., 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.


REXNORD LLC: S&P Holds B Corp. Credit Rating and Revises Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Milwaukee-based industrial manufacturer Rexnord LLC to
negative from stable.

All ratings, including the 'B' corporate credit rating, have been
affirmed.

"The outlook revision follows the unexpected announcement that
Rexnord's indirect parent will use net proceeds of a $400 million
term loan facility to make a dividend to stockholders," said
Standard & Poor's credit analyst Clarence Smith.

Rexnord Holdings will enter into an unrated, six-year $400 million
senior unsecured term loan facility with a PIK interest feature.

Speculative-grade ratings on Rexnord reflect its highly leveraged
financial profile, which more than offsets the company's business
position serving cyclical industrial markets.  Rexnord's highly
leveraged balance sheet and thin cash flow protection result from
equity sponsor Apollo Management LP's acquisition of the company
in July 2006, the recent acquisition of Jacuzzi Brands Inc.'s
water management business, and the proposed dividend payout.


RITE AID: Prices Offerings of $1 Billion Senior Notes
-----------------------------------------------------
Rite Aid Corp. disclosed the terms of an offering of $500 million
of its 7.5% senior secured notes due 2017, $200 million more than
what was previously reported, and $500 million of its 8.625%
senior notes due 2015.  The offerings are being made pursuant to
an effective shelf registration statement previously filed with
the Securities and Exchange Commission.  The transactions are
expected to close tomorrow, Feb. 21, 2007.

Rite Aid intends to use the net proceeds from the offerings to
redeem, at a purchase price of 104.750%, plus accrued interest,
all of its $300 million outstanding 9.5% Senior Secured Notes
due February 2011 and to replenish the company's $1.75 billion
revolving credit facility that was used to retire all of its
$250 million outstanding 4.75% Convertible Notes due December 2006
and all of its $185 million outstanding 7.125% Senior Unsecured
Notes due January 2007.  Proceeds may also be used for general
corporate purposes.

Citigroup Global Markets Inc. is acting as sole book-running
manager for the offerings.

Copies of the prospectus and prospectus supplement related to the
public offerings may be obtained from:

     Citigroup Global Markets Inc.
     Brooklyn Army Terminal
     140 58th Street, 5th Floor
     Brooklyn, New York 11220
     Telephone (718) 765-6732

Headquartered in Harrisburg, Pennsylvania, Rite Aid Corporation
(NYSE, PCX: RAD) -- http://www.riteaid.com/-- runs a drugstore  
chain with fiscal 2006 revenues of $17.3 billion and 3,322 stores
in operation in 27 states and the District of Columbia.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service rated the proposed secured notes of Rite
Aid Corporation at B3 and the proposed senior notes at Caa2.

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Fitch has assigned ratings to Rite Aid Corporation's $300 million
senior secured notes due 2017 'BB-/RR1'; and $500 million senior
unsecured notes due 2015 'CCC+/RR5'.

Standard & Poor's Ratings Services assigned its 'B+' rating to
Rite Aid Corp.'s $300 million senior secured notes due in 2017 and
its 'B-' rating to the company's $500 million senior unsecured
notes due in 2015.

All other ratings on Rite Aid, including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications, where
they were placed on Aug. 24, 2006.


RYERSON INC: Posts $4.4 Million Net Loss in Fourth Quarter of 2006
------------------------------------------------------------------
Ryerson Inc. has reported results for the fourth quarter and full
year ended Dec. 31, 2006.  Net income was $71.8 million for 2006,
compared with $98.1 million for 2005.  For the fourth quarter of
2006, Ryerson reported a net loss of $4.4 million compared with
net income of $6.3 million for the fourth quarter of 2005.

"Fourth quarter 2006 volume, as anticipated, reflected the typical
year-end slowdown, exacerbated by high inventories in a variety of
products throughout the supply chain," Ryerson Chairman,
President, and Chief Executive Officer Neil S. Novich said.

"Additionally, this excess industry-wide inventory, coupled with
an extraordinary run up in stainless steel prices, due to nickel
surcharges (up an average of approximately $700 per ton from the
third quarter to the fourth), exerted margin pressure in the
quarter.

"For the full year, we accomplished a great deal," Mr. Novich
continued.  "By year-end, we reached annualized cost savings of
$42 million from the Integris integration.

"Additionally, we identified increased cost savings opportunities
and raised our target for total synergy savings from $50 million
to $60 million.

"We made steady progress toward consolidating multiple software
platforms, shutting down one legacy platform and beginning the SAP
conversion of service centers formerly part of the Integris
network.

"We acquired Lancaster Steel Service Company Inc., which
complements our existing capabilities in western New York and
creates cross-selling opportunities.

"With the establishment of VSC-Ryerson China Limited, we
participate in the world's largest and fastest growing metals
consuming market.  And we've improved our procurement capabilities
with a new global sourcing office in Hong Kong."

With stainless steel and aluminum accounting for roughly one-half
of Ryerson's revenues, rising material costs for these metals-up
84% and 25%, respectively, in 2006-had a significant effect on
reported earnings.

The effect of rising materials costs on reported earnings is more
immediate under the LIFO method of inventory accounting than FIFO,
as LIFO matches current selling prices with the current
replacement cost.

Under FIFO inventory accounting, profits would have been higher
than reported under LIFO by approximately $190 million pretax in
2006, and $70 million pretax in the fourth quarter of 2006.

                     Fourth-Quarter Performance

Fourth quarter sales increased 8.5% from the fourth quarter of
2005, as the average selling price per ton increased 21.2%,
partially offset by a 10.5% decline in tons shipped.  
Sequentially, sales decreased 8% from the third quarter of 2006.
While the average selling price per ton increased 3.1%,
sequentially, tons shipped declined 10.8%, consistent with
industry trends.

Gross profit per ton was $249 in the fourth quarter of 2006,
compared with $240 in the fourth quarter of 2005 and $267 in the
third quarter of 2006.  Gross margin declined to 12.9% in the
fourth quarter of 2006, compared with 15.1% in the fourth quarter
of 2005 and 14.3% in the third quarter of 2006, due to both the
impact of rising nickel surcharges on stainless steel, which are
passed through without mark-up, and competitive pricing pressure.

Operating expenses per ton were $234 in the fourth quarter of
2006, compared with $207 in the fourth quarter of 2005 and $204 in
the third quarter of 2006.  The year-over-year increase in
operating expenses per ton was primarily due to the effect of
reduced shipments as well as higher spending on the SAP conversion
and inflationary pressure, particularly in energy and employee
benefit costs, partially offset by synergy cost savings associated
with the Integris integration.  Sequentially, fourth quarter
expenses per ton increased due to lower volume and a favorable
credit loss adjustment in the third quarter.

Interest expense was $21.1 million in the fourth quarter of 2006,
compared with $16.3 million in the fourth quarter of 2005 and
$18.8 million in the third quarter of 2006.

                       Full-Year Performance

For the full year, sales increased 2.2% to $5.9 billion on an 8.7%
increase in the average selling price per ton, offset by a 5.9%
decline in tons shipped.  

Gross profit per ton increased to $261 in 2006, compared with
$254 in 2005.  Gross margin declined to 14.5% in 2006, compared
with 15.3% in 2005.  2006 operating expenses per ton were $205,
compared with $187 in 2005.  2006 results included a $4.5 million
pre-tax restructuring charge and a $21.6 million pre-tax gain on
the sale of assets.  2005 results included a $4 million pre-tax
restructuring charge a $21 million pre-tax pension curtailment
gain and a $6.6 million pre-tax gain on the sale of assets.

Volume declined primarily because of two previously reported first
quarter 2006 events -- the sale of the oil and gas business and
the loss of two large accounts.  

Operating expenses increased, primarily due to greater spending on
the SAP rollout, higher employee costs, and inflationary pressure,
principally in energy, partially offset by synergy cost savings
associated with the Integris integration.

                        Financial Condition

Ryerson ended 2006 with a debt-to-capital ratio of 65%, compared
with 62.7% at the end of the third quarter and 61.6% at year-end
2005.  Availability under the revolving credit facility was
$188 million at the end of the fourth quarter of 2006, compared
with $323 million at the end of the third quarter and $575 million
at year-end 2005.  Higher debt levels in 2006 were driven by
increased inventory levels, consistent with trends in the service
center industry.  However, the company has made progress reducing
inventories in 2007, which are down approximately $50 million in
January, from year-end 2006 levels of $1,632.6 million, as
measured on a current value basis.

In January 2007, Ryerson refinanced its existing $1.1 billion
revolving credit facility, replacing it with a 5-year,
$750 million revolving credit facility and a 5-year, $450 million
accounts receivable securitization.

The new securitization facility will result in annualized interest
expense savings of approximately $5 million, compared with
interest costs under the prior facility.  In the first quarter of
2007, there will be a one-time, $2.7 million write off of
unamortized expense associated with the prior credit facility.

                              Outlook

"Higher inventories throughout the supply chain will continue to
affect the industry for at least the first quarter of 2007," Mr.
Novich concluded.  "But we are optimistic that our initiatives
will improve the operating performance of the company."

2007 initiatives include:

   -- Reducing current value of inventory at least $100 million by
      the end of the first quarter of 2007, compared to year-end
      2006 levels; achieving inventory turnover of 5 turns by year
      end.

   -- Addressing underperforming service centers, targeting
      operating profit improvement of $30 million in 2007,
      exclusive of any potential restructuring charges.

   -- Completing the SAP conversion of Integris; consolidating
      15 service centers; capturing additional savings of
      $10 million to achieve annualized Integris synergy savings
      of $60 million by year-end 2007.

The company has already implemented organizational and management
changes in January consistent with the ongoing performance
initiatives.

In addition to these specific initiatives for 2007, Ryerson
remains on schedule to complete the conversion to SAP by the end
of 2008.  Moving to a single, modern platform allows the company
to manage inventories in a uniform fashion, significantly reduce
overall IT expense, and complete the integration of Integris.

Ryerson now expects total project costs for the 2004 to 2008 time
frame of $80 million, compared with the earlier estimate of
$65 million.  The increase is largely to enhance system
functionality and productivity and provide additional savings
opportunities.  The company will also continue to pursue long-term
profitable growth based on its three fundamental principles:
achieve world-class operations, drive organic growth, and enhance
competitive position domestically and globally through targeted
acquisitions and joint ventures.

                       Shareholder Proposal

On Jan. 2, 2007, Harbinger Capital Partners announced it is
seeking to elect seven nominees, which would be a majority, to
Ryerson's Board of Directors at the company's 2007 Annual Meeting.

Ryerson's Board of Directors and its advisors conducted a thorough
evaluation of Harbinger's analysis and proposal compared to
Ryerson's short-term and long-term plans.

Based on this evaluation, Ryerson's Board disagrees with
Harbinger's analysis and will oppose its efforts to obtain control
of Ryerson's Board and consequently, the company.

The Board believes that implementing the company's current
strategic plan will significantly enhance value for all
shareholders.

                   UBS Investment Bank Retention

In addition, the Board has retained UBS Investment Bank as its
financial advisor to assist in comparing the company's current
plan with other strategic alternatives, which may create
additional value.

Ryerson may not update its process or disclose developments with
respect to potential strategic initiatives unless the Board has
approved a definitive course of action or transaction.

The company will elaborate on its opposition to Harbinger's
efforts to obtain control of the Board in appropriate filings with
the SEC.

                        About Ryerson Inc.

Ryerson Inc. (NYSE: RYI) -- http://www.ryerson.com/-- is a  
distributor and processor of metals in North America, with 2006
revenues of $5.9 billion.  The company services customers through
a network of service centers across the United States and in
Canada, Mexico, India, and China.  On Jan. 1, 2006, the company
changed its name from Ryerson Tull, Inc. to Ryerson Inc.


RYERSON INC: S&P Cuts Corporate Credit Rating to B+ from BB-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'B+' from 'BB-' on Chicago, Illinois-based metals
processor and distributor Ryerson Inc., and lowered its senior
unsecured rating to 'B-' from 'B'.

The outlook is developing, reflecting the uncertainties associated
with Ryerson's decision to retain an investment bank to explore
strategic alternatives.  A developing outlook means ratings can be
either raised, lowered, or affirmed.

"We believe Ryerson's decision is in response to the intention of
hedge-fund Harbinger Capital to take control of the board of
directors," said Standard & Poor's credit analyst Thomas Watters.

"The downgrade reflects the persistence of poor operating
performance by Ryerson relative to its some of its peers, high
debt leverage, softening end-market demand, weak credit measures
that have not met our expectations, and concerns about working
capital management--a critical factor in companies with this type
of working-capital-intensive business model."
   
In a highly fragmented industry, Ryerson is one of the leading
North American metal service centers with an approximate 5% market
share and about $5.9 billion in revenues.


RYERSON INC: Harbinger Capital Comments on 2006 Financials
----------------------------------------------------------
Harbinger Capital Partners Master Fund I Ltd. and Harbinger
Capital Partners Special Situations Fund L.P. has commented on
Ryerson Inc.'s fourth quarter and full year 2006 results.

Larry Clark, Managing Director of Harbinger Capital Partners said:
"There has also been no improvement to Ryerson's dismal execution
of steel service center basics -- buying and selling steel
profitably.  Management's plan to fix Ryerson's serious inventory
problem is linked to a technology conversion that is escalating in
cost and will not be complete for almost two years.

"Considering this team's long history of substantial
underperformance on the basic service center operating metrics of
inventory management and cash generation, we harbor substantial
doubts that they will deliver on this or any of their other stated
initiatives to turn this business around."

Mr. Clark added, "As [Ryerson]'s largest shareholder, we are very
disappointed with but not surprised by today's announced fourth
quarter and full year 2006 results.

"They are significantly below consensus estimates and certainly
make the case for change in [Ryerson]'s Board even more
compelling.  Along with a precipitous decline in net income, which
resulted in a 17 cent per share loss, [Ryerson]'s gross margins
are lower than they have been in almost a decade.

"We found it particularly troublesome to hear CEO Neil Novich
attempt to minimize Ryerson's poor profit performance on [its]
quarterly call, when he stated that 'looking at gross margin
percent ... is just not very useful' in gauging a company's
financial health and relative performance."

Specifically, Harbinger Capital noted that, based on the Ryerson
earnings announcement and its previous public filings:

   -- Despite a slight increase in fourth quarter revenue,
      Ryerson's net income declined precipitously from a year-ago
      profit of $6.3 million, or 24 cents a share, to a loss of
      $4.5 million, or 17 cents a share;

   -- Ryerson' came in below consensus estimates on both the top
      and bottom line;

   -- Tons shipped decreased 10.5% year-over-year from
      820 thousand tons in fourth quarter of 2005 to 734 thousand
      tons in fourth quarter of 2006;

   -- Operating profit per ton decreased 55% year-over-year from
      $33 to $15 for fourth quarter 2006;

   -- EBITDA margin decreased to 1.5% in fourth quarter of 2006
      from 2.7% in fourth quarter 2005;

   -- Total debt increased 37.5% year-over-year from approximately
      $877.2 million to $1.2 billion;

   -- Debt to total capitalization stood at 65% at end of 2006
      versus 61.6% at end of 2005;

   -- LIFO adjusted inventory increased 47.4% from $1.11 billion
      to $1.63 billion, with 50% of that increase related to
      increased volume, not pricing;

   -- Inventory turns for fourth quarter of 2006 were 3.1x vs.
      3.9x in fourth quarter of 2005;

   -- The SAP conversion is now expected to cost $80 million
      instead of original estimate of $65 million; and

   -- Ryerson failed to provide meaningful financial guidance for
      the next quarter or for the 2007 full-year.

"Management continues to fail to execute their business plan and
the Board is unable or unwilling to provide the appropriate
guidance to enhance value for shareholders.  [Ryerson]'s cursory
dismissal of Harbinger's proposals and failure to detail what
elements of Harbinger's analysis they disagree with demonstrate
their complete disregard for shareholders concerns, especially
considering that [its] performance issues we noted in January have
only worsened.  The bottom line is [its] announcement clearly
demonstrates a real need for change at the board level," Mr. Clark
concluded.

                       Harbinger's Proposal

Harbinger, which owns a 9.7% stake in Ryerson, is seeking the
election of seven independent directors to replace the majority of
the existing Board of Directors of Ryerson Inc. at Ryerson's 2007
Annual Meeting of shareholders.

Harbinger's experienced and independent director nominees include
Keith E. Butler, Eugene I. Davis, Daniel W. Dienst, Richard
Kochersperger, Larry J. Liebovich, Gerald Morris, and Allen
Ritchie.

                 About Harbinger Capital Partners

The Harbinger Capital Partners investment team located in New York
City manages in excess of $5 billion in capital through two
complementary strategies.  Harbinger Capital Partners Master Fund
I Ltd. is focused on restructurings, liquidations, event-driven
situations, turnarounds, and capital structure arbitrage,
including both long and short positions in highly leveraged and
financially distressed companies.  Harbinger Capital Partners
Special Situations Fund L.P. is focused on distressed debt
securities, special situation equities, and private loans/notes in
a predominantly long-only strategy.

                        About Ryerson Inc.

Ryerson Inc. (NYSE: RYI) -- http://www.ryerson.com/-- is a  
distributor and processor of metals in North America, with 2006
revenues of $5.9 billion.  The company services customers through
a network of service centers across the United States and in
Canada, Mexico, India, and China.  On Jan. 1, 2006, the company
changed its name from Ryerson Tull, Inc. to Ryerson Inc.


SACO I: Fitch Pares Rating on Class B-4 Certificates to B from BB
-----------------------------------------------------------------
Fitch has taken these rating actions on the SACO I Trusts listed
below:

Series 2005-7:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'AA-';
   -- Class M-3 affirmed at 'A+';
   -- Class M-4 affirmed at 'A';
   -- Class M-5 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 affirmed at 'BBB-'; and
   -- Class B-4 downgraded to 'B' from 'BB'.

Series 2005-8:

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

The collateral of the above transactions consists of fixed-rate,
closed-end second lien residential mortgages.  The mortgage loans
were acquired from various originators and are serviced by EMC
Mortgage Corporation, which is rated 'RPS1' by Fitch.

The affirmations reflect a satisfactory relationship between
credit enhancement (CE) and future expected losses and affect
approximately $483.57 million in outstanding certificates.  The
downgrade of class B-4 of series 2005-7 affects approximately
$19.97 million of the outstanding certificates.  Class B-4 of
series 2005-8 is placed on Rating Watch Negative, affecting
approximately $21.69 million of the outstanding certificates.

The negative actions are due to a decline in the
overcollateralization (OC) amount, stemming from losses associated
with the mortgage pools as well as reduced excess spread (XS)
resulting from much faster-than-expected prepayments and rising
interest rates.

The OC of series 2005-7 is currently equal to 2.37% of the
original collateral balance, as compared to a target level of
8.30%.  Monthly losses have exceeded XS in recent months causing
the OC to decline from $8.52 million to $5.50 million.  Based on
the performance to date, it is not expected that the OC will ever
reach the target amount of $19.28 million.  The cumulative loss is
$12.76 million or 3.16% of the original collateral balance.

The OC of series 2005-8 is currently equal to 4.41% of the
original collateral balance, as compared to a target level of
7.43%.  Monthly losses have exceeded XS in recent months causing
the OC to decline from $15.94 million to $13.21 million.  Based on
the performance to date, it is not expected that the OC will ever
reach the target amount of $23.17 million.  The cumulative loss is
$11.46 million or 2.32% of the original collateral balance.

As of the January 2007 distribution date, the 2005-7 and 2005-8
transactions are seasoned only 16 and 15 months.  The pool factors  
are approximately 58% and 63%.


SAFEGUARD HOLDINGS: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Safeguard Holdings, L.P.
                2601 Red Rock, Suite 201
                Las Vegas, NV 89146

Case Number: 07-10312

Involuntary Petition Date: January 24, 2007

Chapter: 11

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
Tim Anders                       Loans                   $35,000
2250 East Tropicana
Suite 19-201
Las Vegas, NV 89119


SALON MEDIA GROUP: Earns $306,000 in Quarter Ended December 31
--------------------------------------------------------------
Salon Media Group Inc. reported $306,000 of net income on
$2.8 million of revenues for the third quarter of fiscal 2007
ended Dec. 31, 2006, compared with $95,000 of net income on
$2.1 million of revenues for the same period in fiscal 2005.

The increase in revenues was mainly due to the 60% increase in
advertising revenues which reflects an industry wide trend of
corporations earmarking more funds for internet advertising.  
Advertising revenues increased to $2.2 million for the quarter
ended Dec. 31, 2006, from $1.4 million for the quarter ended
Dec. 31, 2005.  

Income from operations in the third quarter of fiscal 2007 was
$306,000 compared with $94,000 in the third quarter of fiscal
2006.

At Dec. 31, 2006, the company's balance sheet showed $6.6 million
in total assets, $1.7 million in total liabilities, and
$4.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?19f4

                         Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Burr, Pilger & Mayer LLP expressed substantial doubt about Salon
Media Group Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ended March 31, 2006.  The auditor pointed to the company's
recurring losses, negative cash flows from operations and
accumulated deficit.

                         About Salon Media

Founded in 1995, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/ -- is an Internet media company that  
produces a network of ten subject-specific Web sites, hosts two
online subscription communities, and features Salon Premium, a
paid subscription service.


SALTON INC: Inks Definitive Merger Agreement with Applica Inc.
--------------------------------------------------------------
Salton Inc., disclosed that its wholly owned subsidiary SFP Merger
Sub, Inc., and APN Holding Company, Inc. have entered into a
definitive merger agreement whereby SFP Merger Sub will merge with
and into APN Holding Company, the entity that acquired all of the
outstanding common shares of Applica Incorporated on Jan. 23,
2007.  The merger would result in Applica and its subsidiaries
becoming subsidiaries of Salton.  As a result of the merger, the
existing stockholders of APN Holding Company -- Harbinger Capital
Partners Master Fund I, Ltd. and Harbinger Capital Partners
Special Situations Fund, L.P. -- would receive in the aggregate
approximately 83% of the outstanding common stock of Salton
immediately after the merger.

The combination of Salton and Applica is expected to create one of
the largest U.S. public companies focused on the household small
appliance industry, with the scale and customer relationships to
provide category leadership and efficiencies.  The combined
company will have a broad portfolio of brand names such as
Salton(R), George Foreman(R), Black & Decker(R), Westinghouse(TM),
Toastmaster(R), Melitta(R), Russell Hobbs(R), Windmere(R),
LitterMaid(R), Farberware(R) and Belson(R).  Salton and its
subsidiaries after the merger will continue to design, service,
market and distribute a wide range of products under these brand
names, including small kitchen and home appliances, electronics
for home, time products, lighting products, and personal care and
wellness products.

Salton estimates that the combined company will have consolidated
annual sales of in excess of $1 billion with a targeted EBITDA
margin of at least 10% within 18 to 24 months following the
closing.  The anticipated consolidated debt level at closing is
between $350 and $400 million, with targeted consolidated debt
levels of between 3 and 4 times EBITDA within 18 to 24 months
following the closing.

The combination of Salton and Applica is expected to provide
enhanced scale which should enable the combined company to reduce
costs; attract new and expand existing customer relationships;
capitalize on organic and external growth opportunities more
effectively than either company could have on a stand alone basis;
improve cost of goods through larger volume purchasing; and
benefit from improved capital structure flexibility.

In addition, Salton and Applica have complementary geographic
strengths that can be utilized to enhance the distribution of each
company's products outside the United States.  In particular,
Salton's business is well established in Europe, Australia and
Brazil (with additional distribution in Southeast Asia, Middle
East and South Africa), while Applica's business is well
established in Mexico, South America and Canada.

The executive leadership of the combined companies after the
merger is expected to consist of members of both Salton's and
Applica's existing management teams as well as new management
personnel.

"We are pleased to announce this strategically and financially
compelling transaction that is the result of our previously
announced review of strategic alternatives to enhance stockholder
value," Leonhard Dreimann, President and Chief Executive Officer
of Salton, said.  "The combination of Salton and Applica is
expected to create the opportunity for significant value
enhancement for Salton stockholders, as well as benefit customers
and employees, as a result of the expanded brand portfolios,
strengthened international presence and improved capital structure
flexibility of the combined companies.  The combined company can
operate more efficiently than either Applica or Salton on a
standalone basis, and will benefit significantly from cost and
revenue synergies.  The combined company is expected to achieve
pre-tax annual run-rate cost synergies of at least $50 million by
the end of fiscal 2008."

"The combined company will be well positioned as a leading
provider of high quality, innovative consumer appliances around
the world," Terry Polistina, Chief Operating Officer and Chief
Financial Officer of Applica, added.  "The company will be able to
leverage brands, products and geographies, as well as provide the
scale to drive organic growth.  In addition, we believe the
combined company will be a compelling platform for future
expansion in our industry."

The companies intend to complete this transaction by the end of
the second calendar quarter of 2007.  The consummation of the
merger is subject to various conditions, including the approval by
the company's stockholders, the delivery by APN Holdco of executed
financing commitments within 45 days of the date of the merger
agreement, the funding of those or alternative commitments and the
absence of legal impediments to the consummation of the merger.  
The waiting period with respect to the merger under the Hart-
Scott-Rodino Antitrust Improvements Act expired in January 2007.

Houlihan Lokey Howard & Zukin served as financial advisor and
Sonnenschein Nath & Rosenthal LLP acted as legal advisor to
Salton. Lazard Freres & Co. LLC served as financial advisor and
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal
advisor to Harbinger Capital Partners.

                          About Applica

Applica, Inc. (NYSE: APN) -- http://www.applicainc.com/-- is a  
marketer and distributor of a range of branded small household
appliances in five categories: kitchen products, home products,
pest control products, pet care products and personal care
products.

                         About Salton

Salton, Inc. -- http://www.saltoninc.com/-- designs, markets and  
distributes branded, high-quality small appliances, home decor and
personal care products.  Its product mix includes a range of small
kitchen and home appliances, electronics for the home, time
products, lighting products, picture frames and personal care and
wellness products.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2006,
Moody's Investors Service downgraded the corporate family rating
of Salton Inc. to Caa2 from Caa1 and the subordinated debt rating
to Ca from Caa3.

The subordinated debt ratings reflect both the overall probability
of default of the company under Moody's LGD framework using a
fundamental approach, to which Moody's assigns a PDR of Caa2, and
a loss-given-default of LGD 5, 88% for the subordinated debt.  The
rating outlook remains negative.


SALTON INC: Posts $6.3 Million Net Loss in Quarter Ended Dec. 30
----------------------------------------------------------------
Salton Inc. released last week fiscal results for its second
quarter ended December 30, 2006.  The company reported net sales
of $190.9 million in the second quarter of fiscal 2007 and a loss
of $6.3 million, versus net sales of $230.4 million in the second
quarter of fiscal 2006 and a loss of $27.8 million.  The net loss
reported in fiscal 2006 included a $28.1 million non-cash charge
for recording a valuation allowance on a portion of Salton's
deferred tax assets.

Net sales decreased domestically by $44.6 million. There were $8.9
million of planned reductions of discontinued non-core products
including certain housewares and personal care product lines. The
majority of the remaining reductions in net sales resulted
primarily from specific product level decisions involving opening
price point items and other lower margin lines. These actions
involved changes to promotional activities, elimination of items
and price increases to compensate for higher material costs. These
product mix decisions have resulted in varying impacts to customer
demand. In addition, there were also some delays in receiving
product from the company's suppliers early in the quarter due to
liquidity constraints. Foreign sales were generally stable, with
continued growth in certain regions. Net sales in these operations
increased by $5.2 million, helped by $6.9 million in favorable
foreign currency fluctuations.

Gross profit for the second quarter declined from $64.4 million
(28.0%) in fiscal 2006 to $49.8 million (26.1%) in fiscal 2007.
These decreases are primarily a result of the decreases in net
sales in the domestic business, coupled with rising prices from
suppliers due to increased cost of raw materials. Domestic gross
profit percentages remained stable from second quarter 2006 to
second quarter 2007, in spite of rising costs, due to the actions
associated with product mix. Additionally, margins were adversely
impacted by the write down of certain obsolete inventories
resulting from discontinued product lines. These decreases in
gross profit were partially offset by a $1.5 million decline in
distribution expenses resulting from the previous domestic
restructuring efforts, as well as lower sales and inventory
levels.

Selling, general and administrative expenses decreased to $46.3
million for the second quarter of fiscal 2007 compared to $53.6
million for the second quarter of fiscal 2006. U.S. operations
reduced selling, general and administrative expenses by $3.7
million primarily driven by a $2.6 million decline in promotional
expenditures such as television, certain other media and
cooperative advertising expenses. The remaining reduction was a
result of decreased expenditures in Europe in an effort to align
costs with current business levels.

The average amount of all debt outstanding was $366.2 million for
the second quarter of 2007 compared to $409.7 million for the
second quarter of 2006. Net interest expense was $10.6 million for
the second quarter of fiscal 2007 compared to $9.2 million for the
second quarter of fiscal 2006 driven largely by increases in
interest rates. On February 12, 2007, the company sought and
received an amendment under its senior secured credit facility,
which among other things, extends the additional liquidity from
the ninth amendment through June 30, 2007, eliminates the fixed
charge coverage ratio and minimum EBITDA covenant through June
2007 and extends the monthly cash flow covenant through June 2007.

For the six months ended December 30, 2006, Salton had net sales
of $329.3 million and a loss of $16.4 million, or ($1.14) per
share versus net sales of $378.8 million and net income of $1.9
million, or $0.14 per diluted share. Fiscal 2006 net income
included a $27.8 million gain associated with the sale of the
company's 52.6% ownership interest in Amalgamated Appliances and
$21.7 million gain from the early retirement of debt, partially
offset by a $28.1 million valuation allowance recorded on a
portion of the deferred tax assets. Gross profit for the first
half of fiscal 2007 was $84.2 million, improving to 25.6%,
compared to $93.9 million, or 24.8% in the year earlier period.
This margin improvement reflects the product line changes driven
by the domestic restructuring efforts.

On February 7, 2007, Salton, its wholly-owned subsidiary SFP
Merger Sub, Inc., and APN Holding Company, Inc. entered into a
definitive merger agreement whereby SFP Merger Sub will merge with
and into APN Holding Company, the entity that acquired all of the
outstanding common shares of Applica Incorporated on January 23,
2007. The merger would result in Applica and its subsidiaries
becoming subsidiaries of Salton. Applica Incorporated is a
marketer and distributor of a wide range of small appliances for
use in and outside the home. Applica markets products under
licensed brand names such as Black & Decker(R), company-owned
brand names such as Littermaid(TM), Infrawave(TM), Belson(R) and
various private label brand names, primarily in North America,
Latin America and the Caribbean. The transaction, which is subject
to certain conditions, is expected to be completed on or before
June 30, 2007.

"Our fiscal second quarter results continue to reflect the highly
challenging nature of the small appliance industry," said Leonhard
Dreimann, President and Chief Executive Officer of Salton. "Recent
declines in the housing market have had a direct impact on our
industry and our business. We have successfully eliminated many
underperforming product lines and despite these market pressures,
along with continued high costs for raw materials, we are very
satisfied with our progress in the area of cost reduction and
product rationalization. We are excited about our recent
announcement of the renewal of the George Foreman contract which
helps to facilitate our plans to release new products worldwide.
We also recently announced a promotional arrangement with Al
Roker, to promote our Smart Mill and Brew(TM) coffee maker with
MSN(R) Direct, providing real time weather information.

"The recently announced combination with Applica will also improve
our competitiveness," said Mr. Dreimann. "We expect the
combination to result in expanded brand portfolios, a strengthened
international presence, improved capital structure and a lower
cost structure. We look forward to completing this transaction in
an expeditious manner."

The company will not hold a conference call in connection with the
release of its fiscal second quarter results. It anticipates
holding a call for the investment community when it is able to
announce additional details on the merger with Applica.

                        About Salton, Inc.

Headquartered in Lake Forest, Illinois, Salton, Inc. (NYSE: SFP) -
- http://www.saltoninc.com/-- designs, markets and distributes  
small appliances and home decor and personal care products.  
The company sells its products under a portfolio of well
recognized brand names such as Salton(R), George Foreman(R),
Westinghouse(TM), Toastmaster(R), Melitta(R), Russell Hobbs(R),
Farberware(R), Ingraham(R) and Stiffel(R).  It believes its strong
market position results from its well-known brand names, high-
quality and innovative products, strong relationships with its
customer base and its focused outsourcing strategy.  Net sales for
the second quarter of fiscal 2007 ended Dec. 30, 2006, were
approximately $190.9 million.

As reported on the Troubled Company Reporter in Nov. 8, 2006,
Moody's Investors Service downgraded the corporate family rating
of Salton Inc. to Caa2 from Caa1 and the subordinated debt rating
to Ca from Caa3.


SCOTTISH RE: Hovde Capital Opposes MassMutual-Cerberus Proposal
---------------------------------------------------------------
Hovde Capital Advisors LLC will not vote in favor of the proposals
relating to a proposed investment in Scottish Re Group Limited by
MassMutual Capital Partners LLC and an affiliate of Cerberus
Capital Management, L.P. at the upcoming Extraordinary General
Meeting of Shareholders of Scottish Re later this month.

In an earlier letter to Scottish Re's Board of Directors in
November 2006, Hovde Capital stated that it would resist any sale
of the company at a price that did not fairly reflect the true
implied value of Scottish Re and would resist any capital raising
initiative that dilutes existing shareholders at a depressed
valuation through a sale of stock to one or more large
institutional investors.

"The concern we expressed in November, 2006, about the outcome of
Scottish Re's evaluation of its strategic alternatives has
materialized in a recommendation to shareholders of a proposal by
MassMutual and Cerberus," Eric Hovde, Portfolio Manager of Hovde
Capital, stated.  "The Board of Scottish Re has recommended that
the company's shareholders accept a deal that is far more dilutive
and more grossly unfair to existing shareholders of Scottish Re
than we ever could have imagined.  When factoring in the extremely
dilutive original issuance price of $4.50 per share or lower,
coupled with the 7.25% special preferred dividend attached
to those convertible shares that will siphon off a significant
amount of any future earnings, in our opinion, the ordinary common
shareholders will be left with little or no value."

Hovde Capital also pointed out that under the MassMutual-Cerberus
proposal, possible adjustments to the conversion ratio for the
convertible shares that they will receive could push the per share
price into the $2.00 range -- further diluting the common
shareholders.  Mr. Hovde said that the proposal recommended by the
Board "flies in the face of the company's own independent third-
party valuation performed by Tilinghast."

On Sept. 11, 2006, Scottish Re reported that the Tilinghast
valuation had concluded that the company's aggregate value was in
excess of its last reported GAAP book value; according to the
company's September 30th 10-Q, the most recently reported GAAP
book value is $19.13.  Hovde Capital said it will vote against the
MassMutual-Cerberus proposal because it believes the proposal
treats existing shareholders inequitably and represents a
significant and unacceptable level of dilution and because Hovde
believes the Board of Scottish Re should be pursuing other courses
of action that were clearly available to the company, including:

   -- a liquidation run-off, which Hovde Capital believes could
      capture more of the true imbedded value of the company for
      the existing shareholders that is not being recognized in
      the current proposal and will be lost by the existing
      shareholders; or

   -- a shareholder-backed rights offering in which all existing
      shareholders would have an opportunity to participate, such
      as the proposal made by Brandes Investment Partners, L.P.
      which included a "backstop" of the $600 million in capital
      to be raised but which the Board of Scottish Re rejected.

Mr. Hovde went on to say that Hovde Capital believes the
recommendation of the Board of Scottish Re ignores the best
interests of the company's existing shareholders and that "Hovde
Capital cannot support such an egregious proposal."

Hovde Capital is a registered investment advisor that advises a
series of hedge funds focused on the financial services sector.

                        About Scottish Re

Scottish Re Group Ltd. -- http://www.scottishre.com/--  
provides reinsurance of life insurance, annuities and annuity-
type products through its operating companies in Bermuda,
Charlotte, North Carolina, Dublin, Ireland, Grand Cayman, and
Windsor, England.

                          *     *     *

As of Feb. 15, Scottish Re's Senior Unsecured Debt carry Moody's
Ba3 rating and its Preferred Stock carry Moody's B2 rating.  The
company's Long-Term Local Issuer Credit rating carry Standard &
Poor's B rating.

Fitch rates the company's Long-Term Issuer Default at BB; Senior
Unsecured Debt at BB-; and Preferred Stock at B+.

A.M. Best rates the company's Long-Term Issuer Credit at b-.


SCOTTISH RE: Advisors Recommend 'Yes' Vote to MassMutual Deal
-------------------------------------------------------------
Scottish Re Group Ltd. disclosed that Institutional Shareholder
Services and Glass Lewis & Co., both independent proxy advisory
firms, have recommended that Scottish Re shareholders vote for
each of the proposals described in Scottish Re's proxy statement
dated Jan. 19 relating to its proposed transaction with
MassMutual Capital Partners LLC and certain affiliates of
Cerberus Capital Management, L.P.

Scottish Re's board of directors previously unanimously approved
the proposed transaction with MassMutual Capital and Cerberus
and recommends that shareholders vote for each of the proposals
relating to the proposed transaction.

In making its recommendation to Scottish Re's shareholders, ISS
said, "there is no guarantee that the company will find an equal
or superior offer from another party.  Scottish Re appears to
have completed a thorough bid process, as well as conducted
financial due diligence on the feasibility of conducting a
rights issuance or run-off scenario."

"Based on our analysis and the unanimous support of the board,
we believe that the approval of the Securities Purchase
Agreement is in the interests of shareholders," The Glass Lewis
report stated.  "Accordingly, we believe that shareholders
should vote FOR the proposal."

"We are pleased that ISS and Glass Lewis have advised our
shareholders to vote in favor of the proposed transaction with
MassMutual Capital and Cerberus, which will stabilize Scottish
Re, provide long-term liquidity benefits and offers the best
opportunity to deliver long-term value to our shareholders,"
Paul Goldean, chief executive of Scottish Re, said.

On Nov. 27, 2006, Scottish Re announced it had entered into an
agreement whereby MassMutual Capital and Cerberus would each
invest US$300 million into Scottish Re, resulting in a total new
equity investment of US$600 million.  Under the terms of the
agreement, MassMutual Capital and Cerberus will purchase a total
of 1,000,000 newly issued convertible preferred shares of
Scottish Re, which may be converted into 150,000,000 ordinary
shares of Scottish Re at any time, subject to certain
adjustments, representing a 68.7% ordinary share ownership on a
fully diluted basis at the time of investment.

The transaction has cleared U.S. antitrust review, but remains
subject to additional regulatory approvals, including approvals
by certain insurance regulators, as well as various state and
foreign regulatory authorities and self-regulatory
organizations, and approval by the holders of 66-2/3% of
Scottish Re's outstanding ordinary shares entitled to vote at
the extraordinary general meeting of shareholders that will be
held in Bermuda on Feb. 23, 2007.

All shareholders of record are urged to return their proxy card
or to vote by following the instructions for phone or Internet
voting that appear on the proxy card.  If a shareholder does not
vote, the effect will be the same as if he voted against the
transaction.

                        About Scottish Re

Scottish Re Group Ltd. -- http://www.scottishre.com/--  
provides reinsurance of life insurance, annuities and annuity-
type products through its operating companies in Bermuda,
Charlotte, North Carolina, Dublin, Ireland, Grand Cayman, and
Windsor, England.  At March 31, 2006, the reinsurer's balance
sheet showed US$12.2 billion assets and US$10.8 billion in
liabilities.

                          *     *     *

As of Feb. 15, Scottish Re's Senior Unsecured Debt carry Moody's
Ba3 rating and its Preferred Stock carry Moody's B2 rating.  The
company's Long-Term Local Issuer Credit rating carry Standard &
Poor's B rating.

Fitch rates the company's Long-Term Issuer Default at BB; Senior
Unsecured Debt at BB-; and Preferred Stock at B+.

A.M. Best rates the company's Long-Term Issuer Credit at b-.


SEA CONTAINERS: Services Committee Taps Kroll as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Sea Containers
Services Ltd. and its debtor-affiliates' Chapter 11 cases asks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Kroll Ltd. as its financial advisor, nunc pro
tunc to Oct. 26, 2006, pursuant to the terms and conditions of a
letter agreement between the parties dated Feb. 8, 2007.

According to Jane Kathryn Fryer, a director at Aspen Trustees
Limited, Kroll has significant financial advisory skills and
7expertise in the pensions covenant field, among other things.
Kroll has advised the trustees of the Trinity Retirement Benefit
Scheme, The Rank Group Plc, Mowlem Plc, Alliance Unichem Plc,
Gala Group and Coral Group, Capita Group Plc, Galliford Try Plc,
and HCA International Limited.  In addition, the firm has
significant experience in cross-border restructurings and has
been involved as administrator of the Federal-Mogul U.K. Group
and Collins & Aikman.

Kroll has acted to protect and advance the interests of the
Official Services Committee in the Debtors' bankruptcy cases
since its formation on Oct. 26, 2006.  Ms. Fryer notes that
Kroll's services have materially benefited the unsecured
creditors of Sea Containers Services, and have served to protect
their rights until Kroll's formal retention.

As a result of its services, Kroll has become directly familiar
with the facts and circumstances surrounding Sea Containers
Services and the issues that the Official Services Committee will
face during the bankruptcy cases.  Kroll and its professionals
are uniquely qualified to advise the Official Services Committee,
Ms. Fryer relates.

As the Official Services Committee's financial advisor, Kroll
will:

    a. evaluate the assets and liabilities of the Debtors and
       their affiliates;

    b. analyze and review the financial and operating statements
       of the Debtors and their affiliates;

    c. analyze the business plans and forecasts of the Debtors
       and their affiliates;

    d. provide specific valuation or other financial analysis as
       the Official Services Committee may require;

    e. help with the claim resolution process and related
       distributions;
    
    f. provide consideration of and advice on financial and
       commercial aspects of any plan of reorganization proposed
       as part of the Debtors' bankruptcy cases, including
       preparation, analysis and explanation of the plan to the
       Official Services Committee;

    g. attend meetings of the Official Services Committee and
       their advisors;

    h. assist as required with negotiations among the various
       creditors and stakeholders in the bankruptcy cases;

    i. coordinate Kroll's work with that of other professional
       advisors and assist the Official Services Committee in the
       understanding and interpretation of the work;

    j. coordinate regular communications among the Official
       Services Committee, its professionals, and other parties
       as required, to discuss ongoing matters;

    k. provide accounting advice and expertise to the Official
       Services Committee as required; and

    1. any other matters for which the Official Services
       Committee seeks the financial advisory services of Kroll
       and for which Kroll agrees to provide.

Kroll will be paid for its services based on its standard hourly
rates:

      Designation                    Hourly Rate
      -----------                    -----------
      Partner                           $550
      Director                          $425
      Senior Associate                  $400
      Other Senior Professional      $200 - $295
      Other Staff                     $75 - $150

The firm will also be reimbursed for necessary expenses incurred.

Ms. Fryer discloses that the Kroll Agreement provides for a
limitation of liability, in certain circumstances, for Kroll in
connection with its engagement.  

The terms and conditions of the firm's engagement will be
governed and interpreted in accordance with the laws of England
and Wales and, as applicable, the Bankruptcy Code.

Gary Squires, Esq., a partner in the corporate advisory and
restructuring group at Kroll, assures the Court that his firm is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.  Kroll does not represent or hold
an interest adverse to the Debtors or any other party-in-interest
in the matters regarding its engagement, Mr. Squires adds.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- http://www.seacontainers.com/-- provides passenger
and freight transport and marine container leasing.  Registered in
Bermuda, the company has regional operating offices in London,
Genoa, New York, Rio de Janeiro, Sydney, and Singapore.  The
company is owned almost entirely by United States shareholders and
its primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On October 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE Arca
after the company's failure to file its 2005 annual report on Form
10-K and its quarterly reports on Form 10-Q during 2006 with the
U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan expires on
June 12, 2007.


SEA CONTAINERS: Services Panel Selects Willkie Farr as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Sea Containers
Services, Ltd. and its debtor-affiliates' Chapter 11 case asks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Willkie Farr & Gallagher LLP as its counsel,
nunc pro tunc to Jan. 22, 2007.

The Official Services Committee represents the interests of Sea
Containers 1983 Pension Scheme and Sea Containers 1990 Pension
Scheme in the Debtors' bankruptcy cases.

Jane Kathryn Fryer, a director at Aspen Trustees Limited, says
WF&G's attorneys have extensive experience and knowledge in the
fields of debtors' and creditors' rights, debt restructuring and
corporate reorganizations, tax, real estate, employee benefits,
and commercial litigation, among others.  WF&G's Business
Reorganization and Restructuring Department regularly represents
debtors, official and unofficial committees, and groups of
creditors or equity security holders in Chapter 11 cases and
financial restructurings.

Ms. Fryer adds that the Official Services Committee engaged WF&G
as its counsel on Jan. 22, 2007, and has since acted to protect
and advance the interests of the Committee.  The firm's attorneys
have conducted, and continue to conduct, due diligence in
conjunction with its engagement.  WF&G's services have materially
benefited the Official Services Committee and have served to
protect its rights.  Hence, WF&G is well qualified to represent
the Official Services Committee's interests in the Debtors'
bankruptcy cases.

Among other things, WF&G will:

    a. provide legal advice with respect to the Official Services
       Committee's rights, powers, claims, and duties in the
       bankruptcy cases;

    b. represent the Services Committee at all negotiations,
       hearings, and other proceedings;

    c. advise and assist the Services Committee in discussions
       with the Debtors and other parties-in-interest, as well as
       professionals retained by any of the parties, regarding
       the overall administration of the Chapter 11 cases;

    d. assist with the Services Committee's investigation of the
       assets, liabilities, and financial condition of the
       Debtor, and of the operations of the Debtors' businesses;

    e. assist and advise the Services Committee with respect to
       its communications with other creditors;

    f. review and analyze on behalf of the Services Committee all
       pleadings, orders, statements of operations, schedules,
       and other legal documents;

    g. prepare on behalf of the Services Committee all pleadings,
       motions, orders, reports, and other papers in furtherance
       of its interests and objectives; and

    h. perform all other legal services for the Services
       Committee that may be necessary and proper.

The firm will be paid for its services based on its standard
hourly rates, plus reimbursement of actual and necessary expenses
incurred by WF&G.

      Designation                Hourly Rate
      -----------                -----------
      Attorneys                  $265 - $885
      Paralegals                 $150 - $235

The current hourly rates of the professionals that are likely to
be engaged in the Debtors' Chapter 11 cases are:

      Professionals              Designation    Hourly Rate
      -------------              -----------    -----------
      Marc Abrams, Esq.          Partner           $885
      Michael J. Kelly, Esq.     Partner           $725
      Casey Boyle, Esq.          Associate         $460
      Seth Kleinman, Esq.        Law Clerk         $260

Marc Abrams, Esq., a member of WF&G, assures the Court that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.  The members and
associates of WF&G do not represent or hold an interest adverse
to the Debtors, their creditors, or any other party-in-interest
in the matters regarding WF&G's engagement, Mr. Abrams adds.

Mr. Abrams can be contacted at:

      Marc Abrams, Esq.
      Willkie Farr & Gallagher LLP
      787 Seventh Avenue
      New York, NY 10019-6099
      Tel: (212) 728-8000
      Fax: (212) 728-8111
      http://www.willkie.com/

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- http://www.seacontainers.com/-- provides passenger
and freight transport and marine container leasing.  Registered in
Bermuda, the company has regional operating offices in London,
Genoa, New York, Rio de Janeiro, Sydney, and Singapore.  The
company is owned almost entirely by United States shareholders and
its primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On October 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE Arca
after the company's failure to file its 2005 annual report on Form
10-K and its quarterly reports on Form 10-Q during 2006 with the
U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan expires on
June 12, 2007.


SELIGMAN QUALITY: Stockholders OKs Liquidation & Dissolution Plans
------------------------------------------------------------------
Stockholders of Seligman Quality Municipal Fund Inc., at a special
meeting of stockholders held on Feb. 16, 2007, approved a proposal
to liquidate and dissolve the Fund.

The effective date of the plan of complete liquidation and
dissolution approved by stockholders will be Feb. 26, 2007 and the
official books of transfer will be closed as of the close of
business on that date.  The common stockholders' respective
interests in the Fund's assets will be fixed at that time.

Shares of the Fund's common stock will cease to be traded on
the New York Stock Exchange prior to the opening of trading on
Feb. 27, 2007.

The Fund will separately announce the record date and the payment
date for any liquidation distributions in respect of the Fund's
shares of common stock.  Holders of shares of the Fund's common
stock will receive their liquidating distributions without further
action on their part.  Any stock certificates held after the
liquidation of the Fund will no longer evidence an ownership
interest in the Fund, will have no value, and will not be accepted
by the Fund's transfer agent for redemption, registration of
transfers or otherwise.

In anticipation of the liquidation and dissolution of the Fund,
the Fund will redeem all of its outstanding shares of preferred
stock as of the close of business on Feb. 23, 2007.

Seligman Quality Municipal Fund, Inc. (NYSE:SQF) is managed by J.
& W. Seligman & Co. Incorporated, a New York-based investment
manager and advisor, which was founded in 1864.


SIRIUS SATELLITE: Inks $13 Billion Merger Pact with XM Satellite
----------------------------------------------------------------
SIRIUS Satellite Radio Inc. and XM Satellite Radio Inc. have
entered into a definitive agreement, under which the companies
will be combined in a tax-free, all-stock merger of equals with a
combined enterprise value of approximately $13 billion, which
includes net debt of approximately $1.6 billion.

Under the terms of the agreement, XM shareholders will receive a
fixed exchange ratio of 4.6 shares of SIRIUS common stock for each
share of XM they own.  XM and SIRIUS shareholders will each own
approximately 50% of the combined company.

Mel Karmazin, currently Chief Executive Officer of SIRIUS, will
become Chief Executive Officer of the combined company and Gary
Parsons, currently Chairman of XM, will become Chairman of the
combined company.

The new company's board of directors will consist of 12 directors,
including Messrs. Karmazin and Parsons, four independent members
designated by each company, as well as one representative from
each of General Motors and American Honda.  Hugh Panero, the Chief
Executive Officer of XM, will continue in his current role until
the anticipated close of the merger.

The combined company will benefit from a highly experienced
management team from both companies with extensive industry
knowledge in radio, media, consumer electronics, original
equipment manufacturer engineering and technology.  Further
management appointments will be announced before closing.  The
companies will continue to operate independently until the
transaction is completed and will work together to determine the
combined company's corporate name and headquarters location before
closing.

The combination creates a nationwide audio entertainment provider
with combined 2006 revenues of approximately $1.5 billion based on
analysts' consensus estimates.  Today, the companies have
approximately 14 million combined subscribers.  Together, SIRIUS
and XM will create a stronger platform for future innovation
within the audio entertainment industry and will provide
significant benefits to all constituencies, including:

   * Greater Programming and Content Choices

     The combined company is committed to consumer choice,
     including offering consumers the ability to pick and choose
     the channels and content they want on a more a la carte
     basis.  The combined company will also provide consumers with
     a broader selection of content, including a wide range of
     commercial-free music channels, exclusive and non-exclusive
     sports coverage, news, talk, and entertainment programming.
     Together, XM and SIRIUS will be able to improve on products
     such as real-time traffic and rear-seat video and introduce
     new ones such as advanced data services including enhanced
     traffic, weather and infotainment offerings.

   * Accelerated Technological Innovation

     The merger will enable the combined company to develop and
     introduce a wider range of lower cost, easy-to-use, and
     multi-functional devices through efficiencies in chip set and
     radio design and procurement.  Such innovation is essential
     to remaining competitive in the consumer electronics-driven
     world of audio entertainment.

   * Benefits to OEM and Retail Partners

     The combined company will offer automakers and retailers the
     opportunity to provide a broader content offering to their
     customers.  Consumer electronics retailers, including Best
     Buy, Circuit City, RadioShack, Wal-Mart and others, will
     benefit from enhanced product offerings that should allow
     satellite radio to compete more effectively.

   * Enhanced Financial Performance

     This transaction will enhance the long-term financial success
     of satellite radio by allowing the combined company to better
     manage its costs through sales and marketing and subscriber
     acquisition efficiencies, satellite fleet synergies, combined
     R&D and other benefits from economies of scale.  Wall Street
     equity analysts have published estimates of the present value
     of cost synergies ranging from $3 billion to $7 billion.

   * More Competitive Audio Entertainment Provider

     The combination of an enhanced programming lineup with
     improved technology, distribution and financials will better
     position satellite radio to compete for consumers' attention
     and entertainment dollars against a host of products and
     services in the highly competitive and rapidly evolving audio
     entertainment marketplace.  In addition to existing
     competition from free "over-the-air" AM and FM radio as well
     as iPods and mobile phone streaming, satellite radio will
     face new challenges from the rapid growth of HD Radio,   
     Internet radio and next generation wireless technologies.

"We are excited for the many opportunities that an XM and SIRIUS
combination will provide consumers," XM Satellite Radio Chairman
Gary Parsons and XM Satellite Radio Chief Executive Officer Hugh
Panero said in a joint statement.

"The combined company will be better positioned to compete
effectively with the continually expanding array of entertainment
alternatives that consumers have embraced since the Federal
Communications Commission first granted our satellite radio
licenses a decade ago."

SIRIUS Satellite Radio Chief Executive Officer Mel Karmazin said,
"This combination is the next logical step in the evolution of
audio entertainment."

"Together, our best-in-class management team and programming
content will create unprecedented choice for consumers, while
creating long-term value for shareholders of both companies.

"The combined company will be positioned to capitalize on SIRIUS
and XM's complementary distribution and licensing agreements to
enhance availability of satellite radios, offer expanded content
to subscribers, drive increased advertising revenue and reduce
expenses.

"Each of our companies has a strong commitment to providing
listeners the broadest range of music, news, sports and
entertainment and the best customer service possible.

"We look forward to sharing the benefits of the exciting new
growth opportunities this combination will provide with all of our
stakeholders."

The transaction is subject to approval by both companies'
shareholders, the satisfaction of customary closing conditions and
regulatory review and approvals, including antitrust agencies and
the FCC.  Pending regulatory approval, the companies expect the
transaction to be completed by the end of 2007.

                             Advisors

SIRIUS Satellite's financial advisor on the transaction is Morgan
Stanley.  Simpson Thacher & Bartlett LLP and Wiley Rein LLP are
acting as legal counsel.

XM's financial advisor on the transaction is J.P. Morgan
Securities Inc.  Skadden Arps, Slate, Meagher & Flom LLP; Jones
Day; and Latham & Watkins LLP are acting as legal counsel.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

                   About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

At Sept. 30, 2006, SIRIUS Satellite Radio's balance sheet showed
$1.6 billion in total assets and $1.8 billion in total
liabilities, resulting in a $200.3 million stockholders' deficit.


SIRIUS SATELLITE: SIRIUS Canada Comments on Parent & XM's Merger
----------------------------------------------------------------
SIRIUS Canada Inc. issued a statement after the announcement that
U.S.-based SIRIUS Satellite Radio Inc. and XM Satellite Radio Inc.
intend to merge.

"With the exciting news coming from SIRIUS and XM in the U.S. ...,
SIRIUS Canada's 300,000 subscribers will continue to receive the
best news, talk, sports, entertainment and commercial-free music
programming available," SIRIUS Canada Inc. President and Chief
Executive Officer Mark Redmond said.

"SIRIUS Canada's board of directors and senior leadership team is
working closely with SIRIUS Satellite Radio in the U.S., CBC and
Standard Radio Inc. here in Canada to ensure the Canadian
operation continues to deliver the best entertainment available."

                 Canada's Satellite Radio Company

SIRIUS Canada announced on Feb. 13, 2007,that it had surpassed
300,000 paying subscribers and currently leads the satellite radio
industry in Canada with 75% market share year-to-date, within
NPD's measured channels.

More than 150 vehicle models are expected to be available in 2007
with SIRIUS Satellite Radio receivers either factory or dealer-
installed in Aston Martin, Audi, BMW, Chrysler, Dodge, Ford,
Jaguar, Jeep, Land Rover, Lexus, Lincoln, MINI, Subaru, Toyota,
Volkswagen, and Volvo vehicles.

                        About SIRIUS Canada

From broadcast studios in Vancouver, Toronto, Montreal and New
York, SIRIUS Canada Inc. -- http://www.siriuscanada.ca/--  
delivers 110 premium channels of commercial-free music plus
sports, news, talk, and entertainment programming. With a total of
65 commercial-free music channels -- the most in Canada -- SIRIUS
is the original and only home of 100% commercial-free music.  
SIRIUS offers the broadest range of Canadian content on satellite
radio with 11 English and French channels.  SIRIUS Canada is the
Official Satellite Radio Partner of the CFL, NHL, NFL, and NBA and
broadcasts live play-by-play games of the CFL, NHL, NFL, and NBA.  
In addition, SIRIUS Satellite Radio is home to broadcasts of U.S.
College Football, English Premier League, and NASCAR.

SIRIUS Canada's automotive partners include Aston Martin, Audi,
BMW, Chrysler, Dodge, Ford, Jaguar, Jeep, Land Rover, Lexus,
Lincoln, MINI, Pana-Pacific, Subaru, Toyota, Volkswagen, and
Volvo.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

At Sept. 30, 2006, XM Satellite Radio Inc.'s balance sheet showed
a stockholders' deficit of $253,183,000, compared with a deficit
of $358,079,000 at June 30, 2006.

                   About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

At Sept. 30, 2006, SIRIUS Satellite Radio's balance sheet showed
$1.6 billion in total assets and $1.8 billion in total
liabilities, resulting in a $200.3 million stockholders' deficit.


SMARTIRE SYSTEMS: Amends Purchase Deal with Xentenial Holdings
--------------------------------------------------------------
SmarTire Systems Inc. have amended the securities purchase
agreement with Xentenial Holdings to provide:

   -- Xentenial Holdings will purchase one additional secured
      convertible debenture in the principal amount of $334,000;
      and

   -- that the company will change its transfer agent to Worldwide
      Stock Transfer LLC before March 15, 2007, provided that
      Worldwide is and remains cost competitive.

On Jan. 23, 2007, the company entered into a securities purchase
agreement with Xentenial Holdings Limited whereby Xentenial agreed
to purchase up to $1,800,000 of secured convertible debentures.  
The company also reported that it had sold one convertible
debenture to Xentenial Holdings pursuant to the securities
purchase agreement in the principal amount of $684,000.

Pursuant to the terms of the amendment to the security purchase
agreement, the company have sold one additional secured
convertible debenture on Feb. 9, 2007, to Xentenial Holdings in
the principal amount of $334,000.  Under the terms of the secured
convertible debenture, we are required to repay principal,
together with accrued interest calculated at an annual rate of
10%, on or before Jan. 23, 2009.

Interest may be paid either in cash or in shares of the company's
common stock valued at the closing bid price on the trading day
immediately prior to the date paid, at the company's option.  
Subject to a restriction, all or any part of principal and
interest due under the secured convertible debenture may be
converted at any time at the option of the holder into shares
of the company's common stock.  The conversion price in effect
on any conversion date shall be equal to the lesser of:

   a)  $0.0573 or;

   b)  80% of the lowest volume weighted average price of the
       company common stock during the 30trading days immediately
       preceding the conversion date as quoted by Bloomberg, LP.

The conversion price is subject to adjustment in the event the
company issue any shares of its common stock at a price per share
less than the conversion price then in effect, in which event,
subject to certain agreed exceptions, the conversion price will
be reduced to the lower purchase price.

The secured convertible debenture contains a contractual
restriction on beneficial share ownership.  It provides that the
holders may not convert the convertible debenture, or receive
shares of the company's common stock as payment of interest, to
the extent that the conversion or the receipt of the interest
payment would result in such holder, together with its respective
affiliates, beneficially owning in excess of 4.99% of the
company's then issued and outstanding shares of common stock.  
This beneficial ownership limitation may be waived by the holder
upon not less than 65 days' notice to the company.

                      About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/--develops  
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2007,
the company's balance sheet at Oct. 31, 2006, showed $6.1 million
in total assets, $38.7 million in total liabilities, $2.2 million
in preferred shares subject to mandatory redemption, resulting in
a stockholders' deficit of $34.8 million.


SMART-TEK SOLUTIONS: Posts $97,167 Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
Smart-tek Solutions Inc. reported a $97,167 net loss on $615,740
of revenues for the second quarter of fiscal 2007 ended
Dec. 31, 2006, compared with a $13,046 net loss on $783,136 of
revenues for the same period in fiscal 2006.

Cost of revenue and service delivery was $470,753 in the fiscal
2007 second quarter, compared with $590,770 in the same period of
fiscal 2006.  

Selling, general and administrative expenses increased to $231,784
in the second quarter of 2007 from $200,289 in the second quarter
of fiscal 2006.  The increase was principally attributable to the
legal costs associated with the complaint filed by the company on
May 9, 2006, against the owners and operators of Stocklemon.com.

The complaint alleges that Stocklemon made a series of false
assertions of fact and other misleading statements concerning the
company's financial affairs and business activities, to
deliberately manipulate the market for personal gain.  No details
about the false statements were provided in the SEC filing.  

Interest expense increased $5,252 to $10,371 in the current
quarter, from $5,123 in the second quarter of fiscal 2006.

At Dec. 31, 2006, the company's balance sheet showed $1.2 million
in total assets and $2.3 million in total liabilities, resulting
in a $1.1 million total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed $715,282
in total current assets available to pay $2.3 million in total
current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a00

                        Going Concern Doubt

Weinberg & Company P.A. in Los Angeles, California, expressed
substantial doubt about Smart-tek Solutions Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended
June 30, 2006, and 2005.  The auditing firm pointed to the
company's net loss of $640,114 and negative cash flow from
operations of $214,950 during the year ended June 30, 2006, and
working capital deficiency of $1,426,592 and shareholders'
deficiency of $959,671 at June 30, 2006.

                  About Smart-tek Solutions Inc.

Canada based Smart-tek Solutions Inc. (OTC BB: STTK.OB) --
http://www.smart-teksolutions.com/through its wholly owned  
subsidiary, Smart-tek Communications Inc., specializes in the
design, sale, installation and service of the latest in security
technology with proven electronic hardware and software products.

Smart-tek Communications Inc. operates in the Greater Vancouver
area, supplying over 45% of new downtown core construction
projects.  


SOUTH TEXAS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: South Texas American Home Medical Supply, Inc.
        P.O. Box 21446
        Waco, TX 76702

Bankruptcy Case No.: 07-60117

Chapter 11 Petition Date: February 7, 2007

Court: Western District of Texas (Waco)

Judge: Robert C. McGuire

Debtor's Counsel: John A. Montez, Esq.
                  John A. Montez, P.C.
                  3809 West Waco Drive
                  Waco, TX 76710
                  Tel: (254) 759-8600
                  Fax: (254) 759-8700

Total Assets: $1,428,910

Total Debts:  $1,088,322

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Texas First State Bank           Purchase Money        $525,000
4900 Snager
Waco, TX 76710

CPTD, Inc.                       Purchase Money        $252,000
P.O. Box 8160
Waco, TX 76714

J-Hawk II Funding                Purchase Money        $171,250
4547 Lake Shore Drive
Waco, TX 76710

J. Heyward Taylor                Unsecured Note         $35,000

James Hawkins                    Unsecured Note         $26,250

Invacare Corporation             Business Debt          $17,816

CPTD, Inc.                       Management Fees        $10,000

Consumer Auto                    Business Debt           $8,771

Pride Mobility Products          Purchase Money          $8,418

Pakis, Giotes, Page & Burleson   Business Debt           $6,889

Respironics                      Business Debt           $4,912

First Care                       Business Debt           $4,760

Medline Industries               Business Debt           $4,564

Respi-Tech                       Unsecured Note          $2,200

Texas Medical                    Business Debt           $1,882
Distributors Inc.

George Brady                     Wages                   $1,615

C B & S                          Business Debt           $1,398

Tawnya Carter                    Wages                   $1,130

Chance Noonkester                Wages                   $1,130

Premier Financing Specialists    Business Debt           $1,098


STANFIELD QUATTRO: Notes Redemption Cues S&P's Ratings Withdrawal
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C, D-1, and D-2 notes issued by Stanfield Quattro CLO
Ltd., an arbitrage high-yield CLO transaction.

The rating withdrawals follow the redemption of the notes at the
direction of the holders of a majority of the preference shares,
pursuant to section 9.1(a) of the indenture.  The redemption took
place on the Feb. 15, 2007, payment date.
    
                        Ratings Withdrawn
   
                   Stanfield Quattro CLO Ltd.

                  Rating                   Balance
                  ------                   -------
        Class   To      From   Previous           Current
        -----   --      ----   ------------       -------
        A       NR      AAA    $175,238,000       0.000
        B       NR      A-      $22,095,000       0.000
        C       NR      BBB      $6,857,000       0.000
        D-1     NR      BB       $6,095,000       0.000
        D-2     NR      BB       $2,286,000       0.000


STRUCTURED ASSET: Moody's Rates Class B1 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust, Series 2007-GEL1 and ratings ranging from Aa2
to Ba1 to mezzanine and subordinate certificates in the deal.

The securitization is backed by Wells Fargo Bank, N.A., WMC
Mortgage Corp., Mortgage Lenders Network USA, Inc., People's
Choice Home Loans Inc., and other residential mortgage lenders,
adjustable-rate and fixed-rate, scratch and dent residential
mortgage loans acquired by Lehman Brothers Holdings Inc.

The ratings are based primarily on the credit quality of the loans
and on protection against credit losses provided by subordination,
excess spread, overcollateralization, and mortgage insurance.
Moody's expects collateral losses to range from 7.00% to 7.50%.

Wells Fargo Bank, N.A., GMAC Mortgage, LLC, Aurora Loan Services
LLC, and Washington Mutual Bank will service the mortgage loans,
and Aurora will act as master servicer.

Moody's has assigned Wells Fargo its servicer quality rating of
SQ2 as a special servicer of mortgage loans.  Moody's has assigned
Aurora its servicer quality rating of SQ2- as a special servicer
of mortgage loans and its servicer quality rating of SQ1- as a
master servicer.

These are the rating actions:

   * Structured Asset Securities Corporation

   * Mortgage Pass-Through Certificates, Series 2007-GEL1

                      Class A1, Assigned Aaa
                      Class A2, Assigned Aaa
                      Class A3, Assigned Aaa
                      Class M1, Assigned Aa2
                      Class M2, Assigned Aa3
                      Class M3, Assigned A1
                      Class M4, Assigned A2
                      Class M5, Assigned A3
                      Class M6, Assigned Baa1
                      Class M7, Assigned Baa2
                      Class M8, Assigned Baa3
                      Class B1, Assigned Ba1

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


SUSQUEHANNA AUTO: Moody's Rates Class D Notes at Ba3
----------------------------------------------------
Moody's Investors Service has assigned a short term rating of
Prime-1 to the Class A-1 notes and long term ratings of Aaa to the
Class A-2, and A-3 notes, A2 to the Class B notes, Baa2 to the
Class C notes, and Ba3 to the Class D notes issued in the term
securitization of prime automobile leases by Susquehanna Auto
Lease Trust 2007-1.

These are the rating actions:

   * Susquehanna Auto Lease Trust 2007-1

      -- $51,300,000 5.37798% Class A1 Notes, rated Prime-1
      -- $80,000,000 5.32% Class A2 Notes, rated Aaa
      -- $109,950,000 5.25% Class A3 Notes, rated Aaa
      -- $12,060,000 5.31% Class B Notes, rated A2
      -- $6,970,000 5.61% Class C Notes, rated Baa2
      -- Class D Notes, rated Ba3


TARPON INDUSTRIES: AMEX To Continue Company Listing Until May 31
----------------------------------------------------------------
The staff of the American Stock Exchange has determined that
Tarpon Industries Inc. has made a reasonable demonstration of its
ability to regain compliance with the Amex's continued listing
standards.  Accordingly, Amex will continue the company's listing
until May 31, 2007.

If the company is not in compliance with the continued listing
standards on May 31, 2007 or the company does not make progress
consistent with its plan to do so, then the AMEX may initiate
immediate delisting proceedings.

On Sept. 7, 2006, following its public disclosure of an
extraordinary and significant one-time non-cash impairment charge,
Tarpon received notices from AMEX that it was not in compliance
with certain conditions of the continued listing standards of
Section 1003 of the AMEX Company Guide.  Specifically, AMEX noted
the company's failure to comply with Section 1003(a) (iv) of the
AMEX Company Guide relating to sustained losses or its financial
condition had become so impaired that it appeared questionable, in
the opinion of Amex, as to whether the company would be able to
continue operations and/or meet its obligations, as required by
Part 10 of the Guide.

The company was afforded an opportunity to submit a plan of
compliance to the exchange, which was conditionally accepted and,
extended to May 31, 2007.

                      About Tarpon Industries

Headquartered in Marysville, Michigan, Tarpon Industries, Inc.
(AMEX:TPO) -- http://www.tarponind.com/-- through its wholly  
owned subsidiaries within the United States and Canada,
manufactures and sells structural and mechanical steel tubing and
engineered steel storage rack systems.  Through an aggressive
acquisition-driven business model, the Company's mission is to
become a larger and more significant manufacturer and distributor
of structural and mechanical steel tubing, engineered steel
storage rack systems and related products.

                        Going Concern Doubt

Grant Thornton LLP, expressed doubt about Tarpon Industries'
ability to continue as a going concern after auditing the
Company's 2005 financial statements.  The auditing firm pointed to
the company's net loss of $7.3 million, its default of certain
debt covenants of its credit agreements and its working capital
deficit of $11 million at Dec. 31, 2005.


TERWIN MORTGAGE: S&P Junks Rating on Class B-8 Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-8 certificates issued by Terwin Mortgage Trust 2006-4SL to 'CCC'
from 'BB+'.

Concurrently, the 'BB+' rating on class B-7 was placed on
CreditWatch with negative implications.  At the same time, the
ratings on the remaining 13 classes from this transaction were
affirmed.

The downgrade and negative CreditWatch placement reflect
weaker-than-expected collateral pool performance.  During the
January 2007 remittance period, the transaction experienced a
realized loss of $2,185,710.  This adverse performance reduced
overcollateralization (O/C) to $237,037 from $1,999,196 in the
previous month.  The O/C target for this transaction is
$13.8 million.  To date, the securitization has incurred
$3,872,536 in cumulative realized losses, most of which occurred
in the last four remittance periods.

Lastly, seriously delinquent loans, as a percentage of the current
pool balance, are 3.86% at $17,137,911.

Standard & Poor's will continue to closely monitor the performance
of this transaction, specifically class B-7.  If monthly losses
continue to outpace monthly excess interest cash flow, further
negative rating actions can be expected on this class.

Conversely, if pool performance improves and credit support is not
further compromised, Standard & Poor's will affirm the rating and
remove it from CreditWatch.

The affirmations are based on credit support percentages that
should be sufficient to maintain the current ratings, despite the
high level of seriously delinquent loans.

The collateral consists primarily of fixed-rate, closed-end,
second-lien mortgage loans and home equity line of credit mortgage
loans that are generally secured by second-lien mortgages or deeds
of trust on residential properties.
   
                          Rating Lowered
   
                  Terwin Mortgage Trust 2006-4SL

                     Asset-Backed Securities
        
                                Rating
                                ------
                Class     To                From
                ----      --                ----
                B-8       CCC               BB+
                   
              Rating Placed On Creditwatch Negative
  
                 Terwin Mortgage Trust 2006-4SL
                    Asset-Backed Securities
     
                                 Rating
                                 ------
                Class     To                 From
                -----     --                 ----
                B-7       BB+/Watch Neg      BB+   
   
                         Ratings Affirmed
   
                  Terwin Mortgage Trust 2006-4SL
                     Asset-Backed Securities

                   Class               Rating
                   -----               ------
                   A-1, A-2, A-X, G    AAA
                   M-1                 AA
                   M-2                 AA-
                   M-3                 A
                   B-1                 A-
                   B-2                 BBB+
                   B-3                 BBB
                   B-4, B-5            BBB-
                   B-6                 BB+


THERMOVIEW INDUSTRIES: Trustee Wants Cody Winchell as Accountant
----------------------------------------------------------------
Thomas W. Frentz, Esq., the chapter 7 Trustee overseeing the
liquidation of Thermoview Industries Inc. and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the Western
District of Kentucky for permission to employ Cody E. Winchell as
his accountant.

Mr. Winchell will assume primary responsibility in the preparation
and filing of the Debtor's tax returns.

The Trustee tells the Court that Mr. Winchell charges at a
discounted rate of $100 per hour for this engagement.

To the best of the Trustee's knowledge Mr. Winchell assures the
Court that he is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- designs, manufactures, markets   
and installs replacement windows and doors for residential
homeowners.  The Company and its subsidiaries filed for chapter 11
protection on Sept. 26, 2005 (Bankr. W.D. Ky. Case Nos. 05-37123
through 05-37132).  

David M. Cantor, Esq., at Seiller Waterman LLC represented the
Debtors.  Cathy S. Pike, Esq., represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $3,043,764 in total assets and
$34,104,713 in total debts.

On Oct. 3, 2006, the Court converted the Debtor's chapter 11 case
to a chapter 7 liquidation proceeding.  Thomas Frentz, Esq., was
appointed as the Chapter 7 trustee.


THERMOVIEW INDUSTRIES: Court OKs Middleton as Trustee's Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western  District of Kentucky
authorized Thomas W. Frentz, Esq., the chapter 7 trustee appointed
in ThermoView Industries Inc. and its debtor-affiliates'
liquidation proceeding, to employ Middleton Reutlinger as his
bankruptcy counsel, nunc pro tunc to Nov. 13, 2006.

As reported in Troubled Company Reporter, Dec. .8, 2006, Middleton
Reutlinger is expected to:

     a) advise the Debtors in connection with corporate
        transactions;

     b) represent the Debtors in connection with litigation, if
        any, relating to preference recovery;

     c) appear before the Court, any district or appellate
        courts, any state courts, and the U.S. Trustee with
        respect to the matters referred to above;

     d) perform all necessary legal services and provide all
        necessary legal advice to the Debtors.

The firm's professionals billing rates are:

     Designation                       Hourly Rate
     -----------                       -----------
     Partners                          $215 - $310
     Associate                         $150 - $220
     Legal Assistant & Support Staff    $50 - $150

G. Kennedy Hall Jr., Esq., a member at the firm, assured the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Hall can be reached at:

     G. Kennedy hall Jr.
     Middleton Reutlinger
     2500 Brown & Williamson Tower
     Louisville, KY 40202
     Tel: (502) 625-2818
     Fax: (502) 561-0442
     http://www.middreut.com/

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- designs, manufactures, markets  
and installs replacement windows and doors for residential
homeowners.  The Company and its subsidiaries filed for chapter 11
protection on Sept. 26, 2005 (Bankr. W.D. Ky. Case Nos. 05-37123
through 05-37132).  

David M. Cantor, Esq., at Seiller Waterman LLC represents the
Debtors.  Cathy S. Pike, Esq., represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $3,043,764 in total assets and
$34,104,713 in total debts.

On Oct. 3, 2006, the Court converted the Debtor's chapter 11 case
to a chapter 7 liquidation proceeding.  Thomas Frentz, Esq., was
appointed as the Chapter 7 trustee.


TK ALUMINUM: Proposes Amendments to Nemak Transaction Terms
-----------------------------------------------------------
TK Aluminum Ltd., the indirect parent of Teksid Aluminum
Luxembourg S.a r.l., S.C.A., is continuing to work with its
major creditor constituencies, to facilitate the consummation of
both its transaction with Tenedora Nemak, S.A. de C.V., a
subsidiary of ALFA, S.A.B. de C.V. and the sale of all of its
equity interests in its subsidiaries located in France, Italy and
Germany to one or more affiliates of BAVARIA Industriekapital AG.

            Proposed Amendments to Nemak Transaction

TK Aluminum is requesting amendments to the existing agreements
with Nemak that would accelerate the receipt of a portion of the
Nemak sale proceeds by providing for separate closings for the
businesses in respect of which regulatory approvals have been
obtained or are expected to be obtained in the near term, with the
balance of the transaction being completed, in one or more stages,
once the remaining regulatory approvals have been obtained.  In
addition, other elements of the definitive agreement are expected
to change as a result of the ongoing discussions.  In response to
its request, the Company received a signed non-binding letter from
Nemak outlining terms and conditions on which Nemak is currently
willing to consider and engage in the negotiation of certain
amendments.

Key features of the amendments to the definitive agreement
include:

   * Cash purchase price for the assets to be purchased under
     the amended definitive agreement to be decreased from
     $495.9 million to $485 million;

   * Inclusion of Teksid's lost-foam operations in North America
     among assets to be purchased;

   * Obligation to assume liabilities in connection with the
     reorganization of the company's remaining operations reduced
     from up to $7 million to up to $2 million;

   * An escrow of cash proceeds at each of the initial closing and
     the closing of the Teksid Poland sale of $20 million and
     $5 million, respectively, to fund potential short fall of
     working capital or excess net debt at such closings;

   * Allocation of purchase price and certain other economic terms
     according to relative value of the various components of the
     asset purchase; and

   * No adjustment to the number of shares based on Nemak's
     acquisition of Norsk Hydro.

In addition, the proposed amendments would eliminate any
obligation of the company with respect to minimum aggregate
consideration payable in connection with any offer to purchase the
Senior Notes.  The company has also proposed a cash settlement of
certain loans extended by its French operating subsidiaries to its
Brazilian, Mexican and United States subsidiaries, which Nemak has
indicated it is reviewing.

The letter of understanding places Nemak under no obligation until
a definitive agreement to amend the transaction has been executed.  
Any amendment to the transaction must be approved by both the
board of directors of TK Aluminum Ltd. and Nemak.  Closing of the
amended deal is subject to various conditions, including the
receipt by seller of certain consents and waivers from the
company's bondholders and other customary conditions, including
regulatory approvals.

On Feb. 1, 2007, the Mexican antitrust commission granted approval
in respect of the sale of the assets in Mexico.

               Existing Terms of Nemak Transaction

On Nov. 2, 2006, the company entered into a definitive agreement
to sell certain assets to Nemak.  Under the terms of the existing
agreement, the company agreed to sell its operations in North
America, except for its lost-foam operations in Alabama, and its
operations and interests in South America, China and Poland.  As
consideration for the operations being purchased, the company
would receive $495.9 million in cash, subject to working capital
and net debt adjustments, along with a synthetic equity interest
in the Nemak business post-closing.  Pursuant to the existing
agreement, Nemak also agreed to provide certain limited assistance
to TK Aluminum, including the assumption of up to $7 million in
liabilities in connection with the reorganization of the company's
remaining operations and provide a $25 million loan to be issued
in connection with the transaction.

In addition, pursuant to the existing agreement, ALFA agreed to
provide credit enhancement to support up to $42 million of letters
of credit in favor of commercial counterparties to replace
existing arrangements under the company's existing senior credit
facilities.

                  Proposed Consent Solicitation

TK Aluminum intends to launch a solicitation of its bondholders
for the consent to both the Nemak and Bavaria transactions.  In
addition, the contemplated solicitation would provide for the
waiver of the company's obligation to offer to purchase bonds at
101% of par under change of control provisions, amend the
indenture to release certain guarantors of the bonds relevant to
the specified sales transactions and would oblige the company to
offer to repurchase the bonds at 100% of par with available asset
sale proceeds net of satisfying secured debt obligations, unpaid
interest, other operating obligations and maintenance of adequate
corporate liquidity.

The contemplated solicitation would also augment the allowed
borrowings under the revolving credit facility by EUR20 million,
and would provide that consenting bondholders shall not take any
action to accelerate the maturity of the bonds or to enforce
remedies under the indenture until April 30, 2007.  Pursuant to
the contemplated solicitation, consenting bondholders
would release all claims against the management, directors,
officers, advisers and stockholders, as such, of the Company, the
Parent Guarantor and its subsidiaries, and would receive a fee in
the amount of EUR20 for every EUR1,000 principal amount of bonds.

If the Nemak transaction is consummated with the proposed
amendments, the company estimates that the maximum amount of cash
available for distribution to bondholders would decrease from that
estimated on Feb. 2, 2007 by approximately EUR70 per every EUR1000
of principal amount of bonds.  However, including the proceeds
from the $25 million loan to be issued in connection with the
Nemak transaction, the company estimates that the maximum amount
of cash available to bondholders would be approximately EUR500 to
EUR560 per every EUR1000 of principal amount of bonds.  The
company's estimate assumes completion of the Nemak sale, other
than the sale of the company's operations in China and Poland, by
Feb. 28, 2007, completion of the sale of the company's operations
in China and Poland by March 31, 2007 and completion of the
Bavaria transaction by March 31, 2007 and excludes any cash that
may be subsequently realized from the synthetic equity interest.

                      About Teksid Aluminum

Teksid Aluminum -- http://www.teksidaluminum.com/-- manufactures  
aluminum engine castings for the automotive industry.  Principal
products include cylinder heads, engine blocks, transmission
housings and suspension components.  The company operates 15
manufacturing facilities in Europe, North America, South America
and Asia.  The company maintains operations in Italy, Brazil and
China.

Until Sept. 2002, Teksid Aluminum was a division of Teksid S.p.A.,
which was owned by Fiat.  Through a series of transactions
completed between Sept. 30, 2002 and Nov. 22, 2002, Teksid S.p.A.
sold its aluminum foundry business to a consortium of investment
funds led by equity investors that include affiliates of each of
Questor Management Company, LLC, JPMorgan Partners, Private Equity
Partners SGR SpA and AIG Global Investment Corp.  As a result of
the sale, Teksid Aluminum is owned by its equity investors through
TK Aluminum Ltd., a Bermuda holding company.

                          *     *     *

On Jan. 16, 2007, Moody's Investors Service placed TK Aluminum
Ltd.'s long-term corporate family rating at Caa3.


TLC HEALTH: Weak Performance Prompts S&P's Negative Outlook
-----------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
TLC Health Care Services Inc. to negative from developing.  
Ratings on the company, including the 'B-' corporate credit
rating, were affirmed.

"The outlook revision follows weaker-than-expected operating
performance following a late-2005 acquisition that expanded the
company's home health agency operations," said Standard & Poor's
credit analyst Alain Pelanne.

Management continues to target operating initiatives that could
improve the company's financial risk profile, if successful. Given
its recent operating performance, TLC is expected to remain highly
leveraged for the foreseeable future.  In addition, even with
management success in streamlining  operations, margins are still
expected to remain fairly thin.

The 'B-' rating on Lake Success, New York-based TLC continues to
reflect the company's limited cushion under its financial
covenants, its significant debt burden, its narrow focus on the
home health care services business, its heavy reliance on Medicare
reimbursement, and the potential for reimbursement reductions.

These concerns are partially offset by the potential for margin
expansion, and encouraging health care trends for home care
services companies.  In addition, a number of macro-level trends
support the home health care industry, including the aging
population, customers' growing preference to be cared for at home
versus in other settings, and the increasing amount of services
that home health companies can provide due to technological
advances.

Since TLC's emergence from bankruptcy and purchase by financial
sponsor Arcapita Inc. in February 2005, the company has been
highly leveraged.  This remains a crucial rating consideration, as
the debt is supported by relatively thin operating margins.
However, stretched leverage and coverage metrics are consistent
with the rating category.


TOTAL PRIDE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Total Pride Landscaping, Inc.
        P.O. Box 894
        Londonderry, NH 03053

Bankruptcy Case No.: 07-10266

Type of Business: The Debtor offers landscaping services.

Chapter 11 Petition Date: February 9, 2007

Court: District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: William S. Gannon, Esq.
                  William S. Gannon, PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
John Deere Landscapes            Supplies                 $26,406
542 Harvey Road
Manchester, NH 03103

Morse Brothers                   Supplies                 $26,203
100 Bark Mulch Drive
Auburn, ME 04210

Gold Star Nursery                Supplies                 $25,356
250 West Road
Canterbury, NH 03224

Quality Plant Growers            Supplies                 $23,365

Tim's Turf Landscaping           Supplies                 $21,060

Northeast Grower Supply Inc.     Supplies                 $19,614

NationsRent USA, Inc.            Equipment Rental         $18,035

TF Moran, Inc.                   Engineering              $17,335

Moon Nurseries                   Supplies                 $17,133

Northern Nurseries, Inc.         Supplies                 $16,766

Delahunty Nurseries              Supplies                 $15,257

Hydro Grass Corp.                Supplies                 $13,352

International Salt Co., LLC      Supplies                 $12,525

New England Telephone            Wire Damage              $12,498

Larchmont Eng. & Irrigation      Supplies                 $11,894

Exxon/Mobil Fleet/GECC           Fuel                     $10,890

GMAC Commercial Credit           Supplies                  $8,992

Home Depot                       Supplies                  $7,954

Kimball-Midwest                  Supplies                  $6,608

AXL, Inc.                        Freight                   $6,230


TRC COS: Posts $23.8MM Net Loss for 2006 Fiscal Year Ended June 30
------------------------------------------------------------------
In its income statement for the year ended June 30, 2006, TRC
Companies Inc. reported a net loss of $23.8 million on
$401.2 million of gross revenue for the fiscal year of 2006,
compared to the previous year wherein TRC had a net loss of
$7.3 million on $363.4 million of gross revenue.

For the fiscal year ended June 30, 2006, gross revenue rose 10% to
$401.2 million compared with $363.4 million for fiscal 2005. Net
service revenue for fiscal 2006 grew 8.5% to $242.4 million
compared with $223.4 million for fiscal 2005.  Organic growth and
acquisitions each represented approximately half of the increase
in net service revenue.

The loss from operations for fiscal 2006 was $26.3 million
compared with the loss from operations of $9 million for fiscal
2005.

The company has taken action to significantly reduce the levels of
losses and costs experienced in fiscal 2006.  Specifically:

   -- the company has enhanced its controls over project
      acceptance, which the company's management believes will
      significantly reduce the level of contract losses
      experienced in fiscal 2006;

   -- the company has increased the depth and level of experience
      of its accounting personnel in order to improve its
      internal controls and reduce compliance costs;

   -- in July 2006, the company refinanced its outstanding debt
      and is no longer operating under a forbearance agreement
      with its lender;

   -- the company has improved the timeliness of customer
      invoicing, has enhanced its collection efforts, and has
      improved project management, which management believes will
      result in significantly lower levels of bad debt expense;  
      and

   -- in 2006, the company wrote off trade names that it will not
      longer use.

"As expected, our results for fiscal 2006, which include a number
of legacy issues, reflect the ongoing transformation of TRC into a
leaner and more focused organization," said Chairman and CEO Chris
Vincze.  "In fiscal 2006, we took the critical first steps
necessary to return TRC to a position of long-term sustainable,
profitable growth.  During the year, we assembled a talented
executive team capable of guiding the company through this
recovery period and beyond.  We began to restructure the
organization by centralizing many corporate-wide functions,
tightening our operating model and improving our internal
controls."

"Another critical element in our turnaround plan was to enhance
our balance sheet to increase our financial flexibility," Vincze
said.  "In March 2006, we raised $20 million through a private
placement to reduce the company's debt.  In July, we entered into
a new $50 million credit facility on terms that extend through
July 2011."

"Overall, we concluded fiscal 2006 having made measurable progress
in improving our operations and establishing the basis of our
future platform," Vincze said.  "From a customer perspective, our
brand remains one of the most respected in the industry, as
evidenced by our revenue growth of 10% for the year. Business
activity remains strong across all of our market segments.  We
entered fiscal 2007 with a robust pipeline of potential projects
and a substantial backlog in all four of our market sectors:
environmental, infrastructure, energy and real estate."

                    Outlook and First Quarter
                       Fiscal 2007 Guidance

"During the first half of fiscal 2007, we recorded some
significant customer wins and experienced growth across our
primary business services," Vincze said.  "We also moved forward
with our ongoing cost reduction and cash flow improvement
initiatives."

"We anticipate filing the Forms 10-Q and 10-K for fiscal year 2006
in February," said CFO Carl Paschetag.  "We then plan to file the
Forms 10-Q for the first two quarters of fiscal 2007 as quickly
thereafter as practical."

For the first quarter of fiscal 2007, TRC expects to report gross
revenue of approximately $105 million and net service revenue of
approximately $65 million.  The company also expects to report
profitable results for the first quarter, subject to review.

"Looking ahead, we believe that trends within our key markets are
promising," Vincze concluded.  "Overall, our industry is
sustaining a growth phase that is expected to last several years
as a result of the combination of the aging U.S. infrastructure,
population growth, and increasing energy needs.  In addition, our
industry is being fueled by the favorable economic factors of low
interest rates, increasing federal spending on capital projects
and global growth.  As a recognized leader in our arena, we
believe TRC is well positioned to benefit from the dynamics of our
marketplace."

                        About TRC Companies

Based in Windsor, Connecticut, TRC Companies Inc.
(NYSE:TRR) -- http://www.TRCsolutions.com/-- is a customer-
focused company that creates and implements sophisticated and
innovative solutions to the challenges facing America's
environmental, infrastructure, power, and transportation
markets.  The company also provides technical, financial, risk
management, and construction services to commercial and government
customers across the country.

                     Credit Facility Default

As reported in the Troubled Company Reporter on July 4, 2006, TRC
Companies Inc. defaulted on its credit facility and is currently
operating under a forbearance agreement.

The company's credit facilities have contained covenants and in
the future are expected to contain covenants, which, among other
things, require it to maintain minimum coverage ratio
requirements, maximum leverage ratio requirements, and minimum
current assets to total liabilities ratio requirements.

On June 30, 2005, the company failed to comply with the covenants
and was required to enter into forbearance agreements with its
lenders, and is currently operating under a forbearance agreement.

Any future failure to comply with the covenants under its credit
facilities could result in further events of default, which, if
not cured or waived, could trigger prepayment obligations.


TYRINGHAM HOLDINGS: Court Approves Real Property Lease Rejection
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave Tyringham Holdings Inc. permission to reject its lease of
non-residential real property located at 440 Boylston Street
in Boston, Massachusetts.

As reported in the Troubled Company Reporter on Feb. 2, 2007,
the leased premises cover 21,722 square feet, and it was used as
one of the Debtor's retail jewelry stores.

The Debtor has sold substantially all of its assets to a joint
venture comprised of The Gordon Company, Tiger Capital and SB
Capital Group, and two retail jewelers, David & Company and
Schiffman Investments.

According to Paula S. Beran, Esq., at Tavenner & Beran, PLC, in
Richmond, Virginia, the lease for the Boston Store is not being
assumed in connection with the sale.

"The Debtor believes that the Boston Store Lease is an unfavorable
agreement that is unattractive in the current Boston real estate
market.  More specifically, the Debtor believes that the amount of
space covered by the Boston Store Lease is more than is necessary
for the successful operation of a retail jeweler and the rental
terms are at or above current market rates for similar space.
Indeed, despite extensive . . . marketing efforts by the Debtor,
no bidders expressed an interest in acquiring the Debtor's rights
under the Boston Store Lease," Ms. Beran relates.

The Debtor informed the Court that Two Twenty Two Berkeley
Venture, the landlord of the Boston Store; and the Official
Committee of Unsecured Creditors support the rejection of the
lease.

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
Charles A. Dale, III, Esq., at McCarter & English, LLP, represents
the Debtor in its restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  At August 30, 2006,
the Debtor disclosed that it had $25.0 million in total assets and
$23.7 million in total debts.


UNITED RENTALS: Sells Traffic Control Biz to HTS for $68 Mil. Cash
------------------------------------------------------------------
United Rentals, Inc. has completed the sale of its traffic control
business to HTS Acquisition Inc., an entity newly-formed by
affiliates of private equity investors Wynnchurch Capital Partners
and Oak Hill Special Opportunities Fund, L.P.  The agreement to
sell the business was disclosed in December 2006.

In connection with the transaction, HTS Acquisition paid United
Rentals an adjusted purchase price of $68 million in cash,
reflecting the $85 million purchase price, reduced by the payoff
at closing of certain indebtedness of the traffic control business
and working capital and other adjustments.

United Rentals expects to recognize a fourth quarter 2006 loss on
the sale of approximately $0.21 per diluted share.  This loss on
sale, as well as prior period and full year 2006 results for the
traffic control business, will be reflected as discontinued
operations when the company reports its fourth quarter and full
year 2006 results. The divestiture is not expected to have a
material impact on 2007 results.

United Rentals' traffic control business represented one of the
company's three financial reporting segments, accounting for 8% of
total revenues in 2005.

The company's fourth quarter and full year 2006 results will be
released after the market close on Monday, Feb. 26, 2007.  

Based in Greenwich, Connecticut, United Rentals Inc. (NYSE: URI)
-- http://unitedrentals.com/-- is an equipment rental company,  
with an integrated network of more than 760 rental locations in 48
states, 10 Canadian provinces, and Mexico.  The company's 13,900
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 20,000 classes of rental equipment.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2006, in
connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. rental company sector, the rating agency
confirmed its B1 Corporate Family Rating for United Rentals (North
America), Inc.


UNIVISION COMMS: S&P Downgrades Corp. Credit Rating to B from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Los Angeles-based Univision Communications Inc. to 'B'
from 'BB-', after reviewing the proposed financing of the
company's pending LBO, and removed the ratings from CreditWatch.

The ratings were placed on CreditWatch with negative implications
on June 29, 2006, following the company's initial agreement in
principle to a $14 billion LBO led by a private-equity consortium.

"The two-notch downgrade reflects Univision's significantly
increased financial risk following its pending LBO," said
Standard & Poor's credit analyst Michael Altberg.

The LBO will be financed by $10 billion of total debt upon closing
of the transaction.

The outlook is negative.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and recovery rating of '2' to Univision's $8.2 billion
senior secured credit facilities.  The recovery rating indicates
the expectation for substantial recovery of principal in
the event of a payment default.

Also, Standard & Poor's assigned its 'CCC+' bank loan rating and
recovery rating of '5' to the company's $500 million second-lien
term loan.  The recovery rating of '5' indicates an expectation of
negligible recovery of principal in the event of a payment
default.  The two-notch differential between the rating on the
group's second-lien debt and the corporate credit rating
acknowledges the materially disadvantaged recovery position of
these debt issues relative to the group's substantial senior
secured bank debt.

Standard & Poor's revised its issue rating to 'B' from 'BB-' and
assigned a '2' recovery rating to the borrower's $950 million
existing senior notes, indicating expectation of substantial
recovery of principal in the event of a payment default.  As a
result of this transaction, the existing senior notes will
become secured on a first-lien basis along with the proposed
first-lien credit facilities.

Standard & Poor's also assigned its 'CCC+' debt rating to the
company's $1.5 billion senior unsecured notes due 2015.

Pro forma for the transaction, the company had $10 billion of debt
outstanding as of Dec. 31, 2006.

The 'B' corporate credit rating on Univision reflects the
company's highly leveraged capital structure, weakened credit
measures, and reduced cash flow-generating capability as a result
of its LBO.  The rating also underscores Univision's narrow
audience base of Spanish-language media, increasing competition
for advertisers and viewers, and continuing tense relationship
with its main program supplier, Grupo Televisa S.A.

Univision's near-term credit profile will be largely dictated by
the company's sizable financial leverage, with liquidity, asset
sale progress, and consistent EBITDA growth as key factors in our
rating surveillance.

Nonetheless, credit quality is supported by a satisfactory
business risk profile, reflecting the company's dominant position
as the major U.S.-based Spanish-language TV-and-radio broadcaster;
broadcasting's good margin potential and discretionary cash
flow-generating capability; positive trends in Spanish-language
population and advertising; and the company's favorable
long-term contracts to purchase popular TV programming.

Univision is the leading Spanish-language media company in the
U.S., with diversified operations in TV, radio, Internet, and
music.


VALASSIS COMMS: S&P Rates Proposed $590 Million Senior Notes at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Valassis Communications Inc.'s proposed $590 million senior
unsecured notes.

The notes are rated two notches below the 'B+' corporate credit
rating on Valassis, reflecting the sizable amount of secured
debt in the company's proposed capital structure.  Proceeds from
the proposed notes would be used to partially finance Valassis'
$1.2 billion acquisition of ADVO, including the refinancing of
about $125 million in debt at ADVO.

The 'B+' corporate credit rating on Valassis was affirmed, and the
rating outlook is stable.  

Also, Standard & Poor's affirmed all other ratings on Valassis,
including its 'BB-' rating on Valassis' existing $160 million
senior unsecured convertible notes due 2033 and $100 million
senior unsecured notes due 2009.  These issues are rated one notch
above the corporate credit rating, reflecting springing liens that
are expected to secure both issues upon the close of the proposed
senior secured facility.  The rating on these issues remains on
CreditWatch with negative implications, pending the close of the
company's proposed credit facility, at which time
Standard & Poor's expects to affirm them. Pro forma for proposed
debt issuance, Valassis had $1.5 billion in lease-adjusted debt as
of December 2006.

"The ratings reflect high levels of pro forma leverage and
challenges that Valassis will face as it reverses trends of
declining profitability in each of its and ADVO's respective
businesses," said Standard & Poor's credit analyst Emile Courtney.


VALLEY GAS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Valley Gas Company
        P.O. Box 92
        Clay, WV 25043

Bankruptcy Case No.: 07-20128

Type of Business: The Debtor is a gas utility in West Virginia.

Chapter 11 Petition Date: February 16, 2007

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Raymond G. Dodson, Esq.
                  Dodson Law Office
                  P.O. Box 3233
                  Charleston, WV 25332
                  Tel: (304) 345-7407
                  Fax: (304) 345-7409

Estimated Assets: Less than $10,000

Estimated Debts:  $100,000 to $1 Million

Debtor's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
   Mountaineer Gas Co.                        $290,000
   2401 Sissonville Drive
   Charleston, WV 25312


VISTEON CORP: Posts $39 Million Net Loss in Fourth Quarter 2006
---------------------------------------------------------------
Visteon Corp. reported a net loss of $39 million on total sales of
$2.84 billion for the fourth quarter 2006.   For full year 2006,
Visteon reported a net loss of $163 million on total sales of
$11.4 billion.

Visteon's balance sheet at Dec. 31, 2006, showed total assets of
$6,938 million and total liabilities of $6,750 million resulting
in a total shareholders' deficit of $188 million.  The company's
total shareholders' deficit as of Dec. 31, 2005, stood at
$48 million.

Commenting on the results, Michael F. Johnston, the company's
chairman and chief executive officer, said, "[o]ur full year
results demonstrate solid progress in achieving our multi- year
improvement plan, even while facing significant production
declines from a number of our customers.  We're leaner, more
efficient and better positioned from a product, customer and
footprint perspective than we were a year ago."

"This new business reflects the strength of our product portfolio
and our manufacturing and engineering footprints, which are
already among the best in the industry," said Donald J. Stebbins,
president and chief operating officer. "We also continued to
diversify our customer base which will enable us to better
withstand global production shifts."

                        Fourth Quarter 2006

Sales for fourth quarter 2006 totaled $2.84 billion.  Fourth
quarter 2006 product sales were $2.7 billion, essentially
unchanged from fourth quarter 2005, as favorable currency and
increased sales in Asia were offset by lower production volumes,
principally in North America.  Product sales to non-Ford customers
of $1.62 billion rose 13 percent, or $188 million, over fourth
quarter 2005 and represented 60 percent of total product sales.
Services sales of $131 million decreased $33 million from the same
period in 2005, reflecting the transfer of about 1,000 Visteon
salaried employees associated with two Automotive Components
Holdings (ACH) manufacturing facilities to Ford in early 2006.

Visteon reported a net loss of $39 million for the fourth quarter
of 2006, which included reimbursable restructuring expenses and
other qualified costs of $71 million and a net tax benefit of
$32 million.  The net tax benefit resulted primarily from tax
effecting current year U.S. operating losses to the extent of
increases in other comprehensive income in 2006, principally
attributable to favorable foreign currency translation.  

For the fourth quarter 2005, Visteon reported net income of
$1.3 billion, which included a gain of $1.8 billion related to the
ACH transactions, $335 million of non-cash asset impairments,
$34 million of restructuring expenses and other qualified
reimbursable costs.  Reimbursements from the escrow account
totaled $51 million, which included reimbursements for qualified
costs recognized in previous periods.

Cash provided by operating activities for the fourth quarter of
2006 was $239 million, an increase of $197 million over the same
period a year ago.  Fourth quarter 2005 was adversely impacted by
the unwinding of the retained negative working capital associated
with the ACH transactions.  Capital expenditures for the fourth
quarter of 2006 of $108 million were $77 million lower than the
same period a year ago.  Free cash flow for the fourth quarter of
2006 was positive $131 million, compared with negative
$143 million in the same period of 2005.
   
                          Full Year 2006

Sales for full year 2006 totaled $11.4 billion, including product
sales of $10.9 billion and services sales of $547 million.  
Product sales to non-Ford customers totaled $6.0 billion, or
55% of total product sales.  Sales for the same period a year ago
totaled $17.0 billion, including product sales of $16.8 billion
and services sales of $164 million.  Of the total product sales
for 2005, 62% were to Ford and 38% were to non-Ford customers.  
The transfer of 23 North American facilities on Oct. 1, 2005, as
part of the ACH transactions decreased year-over-year product
sales by $6.1 billion.

Visteon's net loss of $163 million for full year 2006 represents
an improvement of $107 million over 2005's net loss of
$270 million despite lower sales levels.

The net loss for full year 2006 included $22 million of non-cash
asset impairments related to the company's restructuring actions
and an extraordinary gain of $8 million associated with the
acquisition of a lighting facility in Mexico.  Restructuring
expenses for full year 2006 were $95 million, all of which
qualified for reimbursement from the escrow account.

The net loss of $270 million for full year 2005 included asset
impairments of $1.5 billion, a $1.8 billion gain on the ACH
transactions, and $26 million of restructuring expenses, partially
offset by $51 million of reimbursements from the escrow account.

Cash provided by operating activities was $281 million for full
year 2006 compared with $417 million for full year 2005.  Capital
expenditures of $373 million for the full year 2006 were
$212 million lower than 2005.  Free cash flow for full year 2006
was negative $92 million compared with negative $168 million for
full year 2005.

                           Cash and Debt

As of Dec. 31, 2006, cash and equivalents totaled $1.057 billion
as compared to $865 million at the end of 2005.  Total debt of
$2.2 billion as of Dec. 31, 2006, compared with $2.0 billion at
the end of 2005, principally reflecting the closing of an
additional $200 million secured term loan under its existing term
loan credit agreement in November 2006.

                          Restructuring

In connection with the company's salaried reduction program
announced in October 2006, about 800 salaried positions have been
identified as of Dec. 31, 2006.  Restructuring expenses in the
fourth quarter of 2006 for these salaried reductions were
$19 million and qualified for reimbursement from the escrow
account.  The company expects to complete the salaried reduction
program by the end of March 2007 and anticipates achieving per
annum savings of about $65 million.

Visteon also recognized $20 million of restructuring expenses and
$8 million of pension curtailment losses during the fourth quarter
of 2006 related to the company's plan to close a U.S. climate
control manufacturing facility in 2007 in response to lower sales
volumes and cost pressures.

In addition, in 2006 the company completed 11 restructuring
actions in connection with its multi-year improvement plan.
Reimbursable restructuring expenses and other qualified costs from
the escrow account totaled $106 million for the full year 2006.

As of Dec. 31, 2006, the escrow account had a balance of
$319 million, $55 million of which related to expenses incurred in
the fourth quarter of 2006 which were reimbursed from the escrow
account in February 2007.

                        About Visteon Corp.

Headquartered in Van Buren Township, Mich., Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  With corporate offices in the Michigan
(U.S.); Shanghai, China; and Kerpen, Germany; the company has more
than 170 facilities in 24 countries and employs approximately
50,000 people.


WAMU MORTGAGE: Fitch Rates $7.6 Million Class L-B-4 Certs. at BB
----------------------------------------------------------------
Fitch rates WaMu Mortgage Pass-Through Certificates, Series 2007-
HY2 classes as:

Groups 1 and 2:

    -- $1,313,962,100 classes 1-A1, 1-A2, 2-A1 through 2-A3, and R
       (senior certificates) 'AAA';

    -- $27,663,000 class L-B-1 'AA';

    -- $13,831,000 class L-B-2 'A';

    -- $9,681,000 class L-B- 3 'BBB';

    -- $7,607,000 class L-B-4 'BB'.

The class L-B-5 and L-B-6 certificates are not rated by Fitch.

Group 3:

    -- $198,616,000 classes 3-A1 and 3-A2 (senior certificates)
       'AAA';

    -- $3,536,000 class 3-B-1 'AA';

    -- $1,871,000 class 3-B-2 'A';

    -- $1,247,000 class 3-B-3 'BBB';

    -- $1,143,000 class 3-B-4 'BB';

    -- $935,000 class 3-B-5 'B'.

The class 3-B-6 certificate is not rated by Fitch.

The 'AAA' rating on the Group 1 and 2 senior certificates reflects
the 5.00% subordination provided by the 2.00% class L-B-1, the
1.00% class L-B-2, the 0.70% class L-B-3, the 0.55% privately
offered class L-B-4, the 0.45% privately offered class L-B-5, and
the 0.30% privately offered class L-B-6.  The classes L-B-5 and L-
B-6 are not rated by Fitch.

The 'AAA' rating on the Group 3 senior certificates reflects the
4.50% subordination provided by the 1.70% class 3-B-1, the 0.90%
class 3-B-2, the 0.60% class 3-B-3, the 0.55% privately offered
class 3-B-4, the 0.45% privately offered class 3-B-5, and the
0.30% privately offered class 3-B-6.  The class B-6 is not rated
by Fitch.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Washington Mutual
Bank's servicing capabilities as servicer.  Fitch currently rates
Washington Mutual Bank 'RMS2+' for prime servicing.

The certificates represent ownership interests in a trust fund
that consists of three pools of mortgage loans.  The senior
certificates whose class designation begins with 1, 2, and 3
correspond to pools 1, 2, and 3, respectively.  In certain limited
circumstances, principal and interest collected from loan group 1
or 2 may be used to pay principal or interest, or both, to the
senior certificates related to the other of those two loan groups.

The Group 3 certificates receive payments from the related pool 3
loans only.

Group 1 consists of 1,676 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one to four family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately five years.
Thereafter, the interest rate will adjust annually for all the
group 1 mortgage loans based on an index plus a margin.  
Approximately 99.2% of the mortgage loans have interest only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $1,113,796,102 and the average
principal balance as of the cut-off date is $664,556.  The
original weighted average loan-to-value ratio (OLTV) is 72.8%.  
Cash-out and rate/term refinance loans represent 31.00% and 31.20%
of the loan group, respectively.  The state that represents the
largest portion of mortgage loans is California (83.84%).  All
other states represent less than 5% of the loan pool.

Group 2 consists of 442 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one to four family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately five years.  
Thereafter, the interest rate will adjust annually for all the
group 2 mortgage loans based on an index plus a margin.  
Approximately 99.2% of the mortgage loans have interest only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $269,323,119 and the average
principal balance as of the cut-off date is $609,328.  The OLTV is
68.7%. Cash-out and rate/term refinance loans represent 13.50% and
75.55% of the loan group, respectively.  The states that represent
the largest portion of mortgage loans are California (37.93%), New
York (14.91%), Massachusetts (6.16%), Florida (5.45%), and New
Jersey (5.16).  All other states represent less than 5% of the
loan pool.

Group 3 consists of 304 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one to four family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately seven years.  
Thereafter, the interest rate will adjust annually for all the
group 3 mortgage loans based on an index plus a margin.  
Approximately 95.5% of the mortgage loans have interest only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $207,975,334 and the average
principal balance as of the cut-off date is $684,129.  The OLTV is
71.2%. Cash-out and rate/term refinance loans represent 35.91% and
19.87% of the loan group, respectively.  The states that represent
the largest portion of mortgage loans are California (71.52%) and
New York (6.68%).  All other states represent less than 5% of the
loan pool.

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

The certificates are issued pursuant to a pooling and servicing
agreement dated February 1, 2007 among WaMu Asset Acceptance
Corp., as depositor, Washington Mutual Bank, as servicer, and
LaSalle Bank National Association, as trustee. For federal income
tax purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits (REMICs).


WCI STEEL: Will Pay $620,000 Environmental Hazard Penalty
---------------------------------------------------------
U.S. Environmental Protection Agency and U.S. Department of
Justice have reached an agreement with WCI Steel Inc., on measures
to protect migratory birds and other wildlife from oily waste
found in impoundments (ponds, sludge containment areas or lagoons)
on its property.  The company will also pay a $620,000 penalty
through a related bankruptcy proceeding.

The consent decree resolves a 2002 order that required WCI to
remove oily waste from, and permanently stop managing oily waste
at, 11 impoundments.  For some of the impoundments WCI was given
the option of installing netting.  The order was based in part on
inspections by the U.S. Fish and Wildlife Service and EPA.  The
inspectors found 34 dead birds and bats at the site.

WCI Steel is a manufacturer of custom flat-rolled steel products
and occupies 1,100 acres at 1040 Pine Avenue S.E., in Warren,
Ohio.  The company recently reorganized under bankruptcy laws.

Wildlife protection measures of the agreement include: installing
netting over two impoundments, implementing fire risk and oil
management plans, removing sludge and adding to the existing
wildlife deterrent system at the facility.  WCI has completely
removed eight of the 11 impoundments subject to the original 2002
order.

Under federal law, EPA controls certain waste from production to
final disposal and can issue orders to protect human health and
the environment.

                         About WCI Steel

Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) --
http://www.wcisteel.com/-- is an integrated steel maker producing  
185 grades of flat-rolled custom and commodity steel products.
Its products include high carbon, alloy, ultra high strength, and
heavy-gauge galvanized steel.  Major customers are steel
converters, processors, service centers, construction product
companies, and to a lesser extent, automobile manufacturers.

WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662) and emerged from chapter 11
in May 2006, under a plan proposed by 17 Noteholders led by
Harbinger Capital Partners Master Fund I, Ltd., that gave the
Noteholders $100,000,000 in new 8% Secured Notes and more than 98%
in equity of the reorganized steel company.

                          *     *     *

WCI Steel Inc. carries Moody's Investors Service's C Senior
Unsecured Debt Rating.


WERNER LADDER: Wants Asset Sale Bidding Procedures Approved
-----------------------------------------------------------
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to:

   (a) approve bidding procedures for the sale of substantially
       all of their assets free and clear of interests,
       including a break-up fee and expense reimbursement to a
       stalking horse bidder; and

   (b) establish procedures to determine cure amounts and
       deadline for objections for certain contracts and leases
       to be assumed and assigned by the Debtors.

As reported in the Troubled Company Reporter on Feb. 13, 2007, an
investor group of lenders under a May 2005 second priority credit
agreement entered into by the Debtors submitted an unsolicited
offer to purchase substantially all of the Debtors' assets for
approximately $175,000,000.

The Second Lien Investor Group is comprised of affiliates of
Trust Company of the West Group, Inc.; Schultze Asset Management,
LLC; Milk Street Investors, LLC; and Levine Leichtman Capital
Partners, III, L.P.  The group formed WH Acquisition Co. (DE),
Inc., a special purpose vehicle, to acquire the Debtors' assets.

While the Debtors were in negotiations with the Second Lien
Investor Group, the Debtors also received a $255,750,000
unsolicited offer from a second investor group comprised of
holders of approximately 60% of the Debtors' debt under a June
2003 credit agreement.  The Black Diamond Group consists of BDCM
Opportunity Fund II, L.P.; BDC Finance, L.L.C.; and Brencourt
Advisors, LLC.

On Jan. 31, 2007, the Debtors and the Black Diamond Group
entered into a non-binding term sheet based on the Black Diamond
Group's sale offer.

On February 6, the Second Lien Investor Group increased its
initial offer to $261,750,000 and filed a proposed asset purchase
agreement with the Court.

Concurrently, the Debtors received a proposed purchase agreement
from the Black Diamond Group.  The Debtors have been and continue
to be in intense negotiations with both the Second Lien Investor
Group and the Black Diamond Group.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court that the Preliminary
Bidders have continued to improve upon their original bids, and
in the end, the Debtors anticipate entering into an asset
purchase agreement that offers the highest or otherwise best
value for the Assets and serves as a competitive baseline for
proposed bidding procedures.

Throughout their negotiations, the Preliminary Bidders have
required that, to compensate the successful bidder for the time
and money spent in negotiating a stalking horse purchase
agreement, the Debtors would seek the Court's approval of bidding
protections for the successful bidder.

Mr. Brady asserts that the proposed Bidding Procedures are fair
and are designed to maximize the value received for the Assets by
facilitating competitive bidding procedures, in which all
potential bidders are encouraged to participate and submit
competing bids.

"We are supportive of a bidding process that is fair and open to
all bidders, including potential third-party bidders," Nick Tell,
managing director of TCW, said in a company statement.
"Regardless who wins the auction, the company will emerge from
bankruptcy stronger and better-positioned to compete in the
marketplace."

                       Bidding Protections

The Debtors intend to pay a Break-Up Fee of not more than 2% of
the purchase price stated in the Stalking Horse Purchase
Agreement if, among other things, the Debtors consummate:

   (i) a sale of all or a material portion of the Assets to any
       person or entity other than the Stalking Horse Bidder
       other than their real estate assets in Chicago, Illinois,
       which the Debtors will be permitted to sell in a separate
       sale transaction; or

  (ii) an alternative transaction transferring or disposing of
       any material portion of the Assets.

The Debtors will reimburse the Stalking Horse Bidder of up to
$1,000,000 for reasonable expenses it incurred in connection with
the formation, negotiation and documentation of the Stalking
Horse Purchase Agreement.

If approved, Mr. Brady states, the Expense Reimbursement will be
paid to the Stalking Horse Bidder periodically following the
Debtors' receipt of invoices thus, to the extent funding is
available under the DIP facility without negatively impacting the
Debtors' business operations.

                       Bidding Procedures

The Debtors propose a two-phase sale process to:

   -- allow all potential purchasers of the Assets the
      opportunity to submit a bid that is superior to the
      anticipated bid;

   -- ensure that they have the opportunity to consider all
      reasonable offers; and

   -- select the highest and best of the sale offers.

Mr. Brady explains that the First Phase would require
solicitation of bids for the Assets.  Assuming the Debtors
receive at least one Qualified Bid, he says, the Second Phase
would require a formal auction of the Assets.

Mr. Brady states that only Qualified Bidders who timely submit a
Qualified Bid may be eligible to participate in the Auction.

Specifically, the Bidding Procedures provide that:

   (1) a Qualified Bid should meet these requirements:

        -- either a purchase price that is equal to or greater
           than the sum of the Purchase Price, the Break-Up Fee,
           the Expense Reimbursement, and $1,000,000; or any
           credit bid by a DIP Agent, or the Preliminary Bidders;

        -- a letter stating that the bidder's offer is
           irrevocable until the earlier of (x) two business
           days after closing of the Asset Sale, and (y) the
           later of 60 days after the conclusion of the Auction
           has expired, but not beyond 75 days after the
           Auction's completion, and 45 days after a Court order
           approving the Sale Transaction;

        -- an executed copy of a purchase agreement to which the
           Qualified Bidder proposes to acquire some or all of
           the Assets, which agreement will include (a) a
           commitment to close no later than 40 days following
           the execution date and delivery of that agreement,
           (b) a representation that the Qualified Bidder will
           make all necessary Hart-Scott-Rodino filings, and (c)
           satisfactory evidence of committed financing or other
           ability to perform;

        -- a written agreement or a deposit of up to $12,500,000
           by an entity that will acquire the Assets;

        -- written evidence of a commitment for financing or
           other evidence of the ability to consummate the sale
           satisfactory to the Debtors with appropriate contact
           information for financing resources and the bidder's
           agreement to fund the wind-down amount;

        -- a redline of the bidder's proposed purchase agreement
           over that of the Stalking Horse Purchase Agreement;
           and

        -- a preliminary list of the Debtors' executory
           contracts and unexpired leases with respect to which
           the bidder seeks assignment from the Debtors;

   (2) a Qualified Bidder must submit written copies of its bid
       to the Debtors, the Official Committee of Unsecured
       Creditors, and other notice parties by April 23, 2007, at
       4:00 p.m.;

   (3) the Debtors will designate an employee or other
       representative to coordinate all reasonable requests for
       additional information and due diligence access from
       Qualified Bidders;

   (4) if a Qualified Bid is received by the Bid Deadline, the
       Auction will take place on May 1, 2007, at 10:00 a.m., at
       the offices of Willkie, Farr & Gallagher LLP, in New
       York, or at other place and time as the Debtors will
       notify the Stalking Horse Bidder and all other Qualified
       Bidders;

   (5) at the Auction, the bidding will start at the purchase
       price determined by the Debtors and will continue in
       bidding increments of at least $1,000,000, and within one
       day after Auction's closing, the Debtors will determine
       the highest and best offer for the Assets; and

   (5) bidding at the Auction will start at the purchase price
       stated in the highest or otherwise best Qualified Bid,
       and will continue in bidding increments of at least
       $1,000,000;

   (6) the sale hearing to approve the successful bid will be
       held on May 4, 2007, at 10:00 a.m., or at other time as
       the Court will determine;

   (7) the Debtors will return the limited guarantee letters to
       the issuing parties on the earlier of two days after the
       Assets gave been sold, and the later of (i) 60 days after
       conclusion of the Auction and (ii) 45 days after the
       Court's approval of the Sale Transaction;

   (8) JPMorgan Chase Bank, as administrative agent under the
       First Lien Credit Facility, and Credit Suisse First
       Boston, as administrative agent under the Second Lien
       Credit Facility, will each be entitled to credit bid the
       claims of the First and Second Lien Lenders for the
       Assets; and

   (9) the Debtors will provide to the Creditors Committee
       professionals information regarding qualification of
       bidders, the valuation of bids, the Lien Agents'
       satisfaction of certain requirements to the Bidding
       Procedures, and other information related to the Sale.

A full-text copy of the Bidding Procedures is available at no
charge at http://researcharchives.com/t/s?1a03

              Designation of Stalking Horse Bidder

The Debtors reserve the right to designate the Stalking Horse
Bidder and the Stalking Horse Purchase Agreement one business day
before the Feb. 28, 2007 deadline to object to the Bidding
Procedures Motion.

If the Debtors designate a Stalking Horse Bidder after the
Court's approval of the Motion, and if the Debtors decide to
proceed with a Sale Transaction that includes payment of a Break-
Up Fee or Expense Reimbursement, the Debtors will provide to the
Creditors Committee a confidential written notice of proposed
grant of break-up fee, advising the panel of (x) the name of the
Successful Bidder and the Debtors' estimated range of aggregate
consideration offered by the Bidder, and (y) the proposed Break-
Up Fee or Expense Reimbursement, and any material conditions to
the Sale Transaction.

The Creditors Committee will maintain the confidentiality of the
Break-Up Fee Notice, the Break-Up Fee Disclosure and its
contents.

On the Debtors' request, the Court will schedule and hold an
emergency, expedited hearing to consider any Break-Up Fee
objection.

               Cure Amounts & Executory Contracts

To facilitate and effect the Sale Transaction, the Debtors will
be required to assume or assign certain executory contracts and
unexpired leases to the Stalking Horse Bidder or, as applicable,
the Successful Bidder or the next highest bidder.

Given the large number of executory contracts and unexpired
leases to which the Debtors are a party, the Debtors seek to
establish:

   -- March 20, 2007, as the deadline for the Stalking Horse
      Bidder to provide a preliminary list of contracts and
      leases to be assigned to it;

   -- March 26, 2007, as the deadline for the Debtors to provide
      a good-faith estimate of Cure Amounts in connection with
      the assumption of the contracts and leases;

   -- April 6, 2007, as the deadline for the Stalking Horse
      Bidder to provide a final list of the contracts and leases
      to be assumed and assigned to it;

   -- April 13, 2007, as the deadline for the Debtors to prepare
      and distribute to non-Debtor parties to the Anticipated
      Subject Contracts a notice listing the Anticipated Subject
      Contracts, and the Cure Amounts, if any; and

   -- May 3, 2007, as the deadline for the Debtors to send a
      subsequent Contract Notice to all non-Debtor parties to
      executory contracts or unexpired leases to be assigned to
      the Successful Bidder that were not Anticipated Subject
      Contracts.

The Court will convene a hearing on March 7, 2007, to consider
the Debtors' Bidding Procedures Motion.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)


WERNER LADDER: Asset Sale Prompts Extension of Exclusive Periods
----------------------------------------------------------------
Following the filing of Werner Holding Co. (DE) Inc. aka Werner
Ladder Company and its debtor-affiliates' request to establish
bidding procedures with respect to a sale of substantially all of
their assets, the U.S. Bankruptcy Court for the District of
Delaware extended the Debtors' exclusive period to file a
Plan of Reorganization until March 9, 2007, and the exclusive
period to solicit acceptances of that plan until May 8, 2007.

The extension relates to the Court's previous order extending the
Exclusive Periods on the condition that the Debtors file a motion
seeking approval of:

   (i) bid procedures for the sale of all or substantially all
       of their assets pursuant to Sections 363 and 105 of the
       Bankruptcy Code; and

  (ii) at their sole option, payment of fees and expense
       reimbursement in connection with an exit facility for a
       Plan.

Prior to the recent extension, the Debtors' exclusive periods to
file a plan of reorganization was until Feb. 15, 2007, and to
solicit acceptances of that plan was until Apr. 16, 2007.

As reported in the Troubled Company Reporter on Jan. 30, 2007,
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, told the Court that the Debtors' Chapter
11 cases are large and complex, with a prepetition capital
structure that includes two secured prepetition credit facilities,
a public bond issuance, thousands of trade creditors, and several
classes of stock.  He added that the Debtors have prepetition
debts of more than $1,100,000,000 listed on their scheduled
liabilities.

Mr. Brady also told the Court that the Debtors have delivered to
parties-in-interest an operating budget for 2007, and have
recently begun negotiations with their creditors in formulating a
consensual plan of reorganization.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)


WINGS INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wings, Ltd.
        dba Wings 'N More
        4425 South Mopac, Suite 503
        Austin, TX 78735

Bankruptcy Case No.: 07-10230

Type of Business: The Debtor operates Wings 'N More restaurant
                  franchises in Texas.
                  See http://www.wingsnmore.com/

Chapter 11 Petition Date: February 8, 2007

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wells Fargo SBA Lending          SBA-Guaranteed          $513,895
MAC T5601-012                    Business Loan
P.O. Box 659700
San Antonio, TX 78286-0700

Internal Revenue Service         940/941 Taxes           $174,712
P.O. Box 21126
Philadelphia, PA 19114

Den Dol, Inc.                    License Fee              $69,000
111 University Drive, East
Suite 110
College Station, TX 77840

Advanceme, Inc.                  Loan                     $37,804
1925 Vaugh Road, Suite 205
Kennesaw, GA 30144

U.S. Foodservice, Inc.                                    $28,821
P.O. Box 841587
Dallas, TX 75284

C&T Shops on Howard Lane                                  $24,741

State Comptroller                Sales Tax                $21,393

Performance Food Group                                     $6,601

Wells Fargo Credit                                         $6,451

Simmons Settlement               Settlement                $6,333

Segovia Produce Co.                                        $3,446

City of Austin Utilities                                   $3,380

Larry Bosserman                  Bookkeeping/Accounting    $2,225

Ford Credit                                                $1,564

United Fire Group                                          $1,464

Home Depot                                                 $1,388

Capital One                                                $1,373

Coca-Cola Enterprises                                      $1,117

World Gaming Network                                       $1,080

Round Rock Baseball Club L.P.                              $1,003


XM SATELLITE: Inks $13 Billion Merger Pact With SIRIUS Satellite
----------------------------------------------------------------
XM Satellite Radio Inc. and SIRIUS Satellite Radio Inc. have
entered into a definitive agreement, under which the companies
will be combined in a tax-free, all-stock merger of equals with a
combined enterprise value of approximately $13 billion, which
includes net debt of approximately $1.6 billion.

Under the terms of the agreement, XM shareholders will receive a
fixed exchange ratio of 4.6 shares of SIRIUS common stock for each
share of XM they own.  XM and SIRIUS shareholders will each own
approximately 50% of the combined company.

Mel Karmazin, currently Chief Executive Officer of SIRIUS, will
become Chief Executive Officer of the combined company and Gary
Parsons, currently Chairman of XM, will become Chairman of the
combined company.

The new company's board of directors will consist of 12 directors,
including Messrs. Karmazin and Parsons, four independent members
designated by each company, as well as one representative from
each of General Motors and American Honda.  Hugh Panero, the Chief
Executive Officer of XM, will continue in his current role until
the anticipated close of the merger.

The combined company will benefit from a highly experienced
management team from both companies with extensive industry
knowledge in radio, media, consumer electronics, original
equipment manufacturer engineering and technology.  Further
management appointments will be announced before closing.  The
companies will continue to operate independently until the
transaction is completed and will work together to determine the
combined company's corporate name and headquarters location before
closing.

The combination creates a nationwide audio entertainment provider
with combined 2006 revenues of approximately $1.5 billion based on
analysts' consensus estimates.  Today, the companies have
approximately 14 million combined subscribers.  Together, SIRIUS
and XM will create a stronger platform for future innovation
within the audio entertainment industry and will provide
significant benefits to all constituencies, including:

   * Greater Programming and Content Choices

     The combined company is committed to consumer choice,
     including offering consumers the ability to pick and choose
     the channels and content they want on a more a la carte
     basis.  The combined company will also provide consumers with
     a broader selection of content, including a wide range of
     commercial-free music channels, exclusive and non-exclusive
     sports coverage, news, talk, and entertainment programming.
     Together, XM and SIRIUS will be able to improve on products
     such as real-time traffic and rear-seat video and introduce
     new ones such as advanced data services including enhanced
     traffic, weather and infotainment offerings.

   * Accelerated Technological Innovation

     The merger will enable the combined company to develop and
     introduce a wider range of lower cost, easy-to-use, and
     multi-functional devices through efficiencies in chip set and
     radio design and procurement.  Such innovation is essential
     to remaining competitive in the consumer electronics-driven
     world of audio entertainment.

   * Benefits to OEM and Retail Partners

     The combined company will offer automakers and retailers the
     opportunity to provide a broader content offering to their
     customers.  Consumer electronics retailers, including Best
     Buy, Circuit City, RadioShack, Wal-Mart and others, will
     benefit from enhanced product offerings that should allow
     satellite radio to compete more effectively.

   * Enhanced Financial Performance

     This transaction will enhance the long-term financial success
     of satellite radio by allowing the combined company to better
     manage its costs through sales and marketing and subscriber
     acquisition efficiencies, satellite fleet synergies, combined
     R&D and other benefits from economies of scale.  Wall Street
     equity analysts have published estimates of the present value
     of cost synergies ranging from $3 billion to $7 billion.

   * More Competitive Audio Entertainment Provider

     The combination of an enhanced programming lineup with
     improved technology, distribution and financials will better
     position satellite radio to compete for consumers' attention
     and entertainment dollars against a host of products and
     services in the highly competitive and rapidly evolving audio
     entertainment marketplace.  In addition to existing
     competition from free "over-the-air" AM and FM radio as well
     as iPods and mobile phone streaming, satellite radio will
     face new challenges from the rapid growth of HD Radio,   
     Internet radio and next generation wireless technologies.

"We are excited for the many opportunities that an XM and SIRIUS
combination will provide consumers," XM Satellite Radio Chairman
Gary Parsons and XM Satellite Radio Chief Executive Officer Hugh
Panero said in a joint statement.

"The combined company will be better positioned to compete
effectively with the continually expanding array of entertainment
alternatives that consumers have embraced since the Federal
Communications Commission first granted our satellite radio
licenses a decade ago."

SIRIUS Satellite Radio Chief Executive Officer Mel Karmazin said,
"This combination is the next logical step in the evolution of
audio entertainment."

"Together, our best-in-class management team and programming
content will create unprecedented choice for consumers, while
creating long-term value for shareholders of both companies.

"The combined company will be positioned to capitalize on SIRIUS
and XM's complementary distribution and licensing agreements to
enhance availability of satellite radios, offer expanded content
to subscribers, drive increased advertising revenue and reduce
expenses.

"Each of our companies has a strong commitment to providing
listeners the broadest range of music, news, sports and
entertainment and the best customer service possible.

"We look forward to sharing the benefits of the exciting new
growth opportunities this combination will provide with all of our
stakeholders."

The transaction is subject to approval by both companies'
shareholders, the satisfaction of customary closing conditions and
regulatory review and approvals, including antitrust agencies and
the FCC.  Pending regulatory approval, the companies expect the
transaction to be completed by the end of 2007.

                             Advisors

SIRIUS Satellite's financial advisor on the transaction is Morgan
Stanley.  Simpson Thacher & Bartlett LLP and Wiley Rein LLP are
acting as legal counsel.

XM's financial advisor on the transaction is J.P. Morgan
Securities Inc.  Skadden Arps, Slate, Meagher & Flom LLP; Jones
Day; and Latham & Watkins LLP are acting as legal counsel.

                   About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

At Sept. 30, 2006, XM Satellite Radio Inc.'s balance sheet showed
a stockholders' deficit of $253,183,000, compared with a deficit
of $358,079,000 at June 30, 2006.


XM SATELLITE: SIRIUS Canada Comments on Parent & XM's Merger
------------------------------------------------------------
SIRIUS Canada Inc. issued a statement after the announcement that
U.S.-based SIRIUS Satellite Radio Inc. and XM Satellite Radio Inc.
intend to merge.

"With the exciting news coming from SIRIUS and XM in the U.S. ...,
SIRIUS Canada's 300,000 subscribers will continue to receive the
best news, talk, sports, entertainment and commercial-free music
programming available," SIRIUS Canada Inc. President and Chief
Executive Officer Mark Redmond said.

"SIRIUS Canada's board of directors and senior leadership team is
working closely with SIRIUS Satellite Radio in the U.S., CBC and
Standard Radio Inc. here in Canada to ensure the Canadian
operation continues to deliver the best entertainment available."

                 Canada's Satellite Radio Company

SIRIUS Canada announced on Feb. 13, 2007,that it had surpassed
300,000 paying subscribers and currently leads the satellite radio
industry in Canada with 75% market share year-to-date, within
NPD's measured channels.

More than 150 vehicle models are expected to be available in 2007
with SIRIUS Satellite Radio receivers either factory or dealer-
installed in Aston Martin, Audi, BMW, Chrysler, Dodge, Ford,
Jaguar, Jeep, Land Rover, Lexus, Lincoln, MINI, Subaru, Toyota,
Volkswagen, and Volvo vehicles.

                        About SIRIUS Canada

From broadcast studios in Vancouver, Toronto, Montreal and New
York, SIRIUS Canada Inc. -- http://www.siriuscanada.ca/--  
delivers 110 premium channels of commercial-free music plus
sports, news, talk, and entertainment programming. With a total of
65 commercial-free music channels -- the most in Canada -- SIRIUS
is the original and only home of 100% commercial-free music.  
SIRIUS offers the broadest range of Canadian content on satellite
radio with 11 English and French channels.  SIRIUS Canada is the
Official Satellite Radio Partner of the CFL, NHL, NFL, and NBA and
broadcasts live play-by-play games of the CFL, NHL, NFL, and NBA.  
In addition, SIRIUS Satellite Radio is home to broadcasts of U.S.
College Football, English Premier League, and NASCAR.

SIRIUS Canada's automotive partners include Aston Martin, Audi,
BMW, Chrysler, Dodge, Ford, Jaguar, Jeep, Land Rover, Lexus,
Lincoln, MINI, Pana-Pacific, Subaru, Toyota, Volkswagen, and
Volvo.

                   About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

At Sept. 30, 2006, XM Satellite Radio Inc.'s balance sheet showed
a stockholders' deficit of $253,183,000, compared with a deficit
of $358,079,000 at June 30, 2006.


ZIM CORP: Posts $507,117 Net Loss in Quarter Ended December 31
--------------------------------------------------------------
ZIM Corporation reported a $507,117 net loss on $517,969 of
revenues for the third quarter of fiscal 2007 ended Dec. 31, 2006,
compared with a $2.4 million net loss on $789,844 of revenues for
the same period ended Dec. 31, 2005.

The decrease in revenues is primarily attributable to the decline
in revenues from the company's SMS aggregation services caused by
the continued saturation of the aggregation market.

"Consistent with prior quarters, our revenues continued to
decrease as a direct result of our decision to move away from the
low margin SMS aggregation services market.  We continue to be
encouraged with the opportunities available to ZIM within the
Internet TV industry." said ZIM president and chief executive
officer, Michael Cowpland.

At Dec. 31, 2006, the company's balance sheet showed $1.5 million
in total assets, $939,256 in total liabilities, and $567,151 in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?19f5

ZIM had cash of $342,973 as at Dec. 31, 2006, with no outstanding
amounts due to shareholders or financial institutions.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Raymond Chabot Grant Thornton LLP expressed substantial doubt
about ZIM Corporation's ability to continue as a going concern
after auditing the company's financial statements for the fiscal
years ended March 31, 2006, and 2005.  The auditing firm pointed
to the company's net loss of $3,388,493 for the year and negative
cash flows from operations during each of the last five years.

                         About ZIM Corp.

Ottawa, Canada-based ZIM Corporation (OTCBB: ZIMCF) --
http://www.zim.biz/ -- is a mobile entertainment and Internet TV  
service provider.  Through its global infrastructure, ZIM provides
publishing and licensing services for market-leading mobile
content and for peer to peer (P2P) Internet TV broadcasting.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Accorda Therapeut.      ACOR         (8)          40        5
Accuray Inc             ARAY        (50)         144        3
AFC Enterprises         AFCE        (40)         157        4
Affymax Inc.            AFFY       (114)          61       53
Alaska Comm Sys         ALSK        (25)         566       26
Alliance Imaging        AIQ         (18)         674       30
AMR Corp.               AMR        (514)      30,128   (1,202)
Armstrong World         AWI      (1,197)       4,721    1,132
Atherogenics Inc.       AGIX       (136)         197      146
Bare Essentials         BARE       (620)         139       42
Bearingpoint Inc.       BE          (46)       1,972      229
Blount International    BLT        (107)         441      121
CableVision System      CVC      (5,400)       9,777     (400)
Carrols Restaurant      TAST       (104)         497      (25)
Centennial Comm         CYCL     (1,092)       1,422      112
Charter Comm-a          CHTR     (5,632)      15,198     (999)
Choice Hotels           CHH         (62)         303      (53)
Cincinnati Bell         CBB        (679)       1,889       55
Claymont Stell H        PLTE        (30)         177      112
Clorox Co.              CLX         (33)       3,624     (540)
Compass Minerals        CMP         (65)         706      165
Corel Corp.             CRE         (22)         113       11
Crown Holdings          CCK        (545)       6,358      106
Crown Media HL          CRWN       (449)         918      190
CV Therapeutics         CVTX        (46)         421      303
Dayton Superior         DSUP       (171)         281       63
Deluxe Corp             DLX         (66)       1,267     (462)
Denny's Corporation     DENN       (231)         454      (73)
Domino's Pizza          DPZ        (592)         360      (20)
Dun & Bradstreet        DNB        (188)       1,450     (203)
Echostar Comm           DISH       (365)       9,352    1,696
Embarq Corp             EQ         (468)       9,091     (241)
Emeritus Corp.          ESC        (115)         713      (34)
Empire Resorts          NYNY        (25)          61       (2)
Encysive Pharm          ENCY        (88)          69       33
Enzon Pharmaceutical    ENZN        (56)         404      150
Foamex Intl             FMXI       (404)         607       21
Gencorp Inc.            GY          (96)       1,021        4
Graftech International  GTI        (157)         875      253
Guidance Software       GUID         (2)          22       (1)
Hansen Medical          HNSN        (32)          38       33
HCA Inc                 HCA     (10,332)      23,611    2,502      
HealthSouth Corp.       HLS      (1,410)       3,285     (419)
I2 Technologies         ITWO        (25)         190       17
ICO Global C            ICOG        (60)         657     (380)
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,846)       1,318       15
IMAX Corp               IMAX        (33)         243       84
Immersion Corp          IMMR        (22)          47       31
Immunomedics Inc        IMMU        (24)          45       15
Incyte Corp             INCY        (66)         465      295
Indevus Pharma          IDEV       (133)          91       51
Intermune Inc           ITMN        (29)         208      159
Investools Inc.         IEDU        (64)         120      (79)
IPG Photonics           IPGP        (31)         115       24
J Crew Group Inc.       JCG         (55)         414      128
Kaiser Aluminum         KALU     (3,105)       1,598      123
Koppers Holdings        KOP         (80)         647      162
Life Sciences           LSR         (25)         205       23
Ligand Pharm            LGND       (239)         232     (162)
Lodgenet Entertainment  LNET        (58)         263       20
McMoran Exploration     MMR         (18)         431      (27)
National Cinemed        NCMI       (575)         308       (1)
Navisite Inc.           NAVI         (4)         100       (9)
New River Pharma        NRPH        (65)         170      135
Nexstar Broadc          NXST        (78)         679       27
NPS Pharm Inc.          NPSP       (182)         237      150
Obagi Medical           OMPI        (51)          50       12
ON Semiconductor        ONNN       (205)       1,417      266
Qwest Communication     Q        (1,445)      21,239   (1,506)
Radnet Inc.             RDNT        (74)         127       (1)
Regal Entertainment     RGC         (12)       2,389     (334)
Riviera Holdings        RIV         (29)         222       10
Rural Cellular          RCCC       (540)       1,410      164
Rural/Metro Corp.       RURL        (89)         305       51
Savvis Inc.             SVVS       (138)         467       25
Sealy Corp.             ZZ         (188)         933       89
St. John Knits Inc.     SJKI        (52)         213       80
Sun-Times Media         SVN        (322)         905     (383)
Switch & Data FA        SDXC         (9)         163        0
Syntroleum Corp.        SYNM        (14)          45       32
Town Sports Int.        CLUB        (25)         417      (55)
Unisys Corp.            UIS         (97)       4,064      264
Weight Watchers         WTW         (68)       1,002      (82)
Western Union           WU         (315)       5,321      594
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (504)       3,620      920
Xoma Ltd.               XOMA        (38)          56       16

                             *********

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.

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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, Jason A. Nieva,
Cherry A. Soriano-Baaclo, 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.

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