TCR_Public/070228.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 28, 2007, Vol. 11, No. 50

                             Headlines

ACCENTIA BIOPHARMA: Dec. 31 Balance Sheet Upside Down by $53 Mil.
ADAMS SQUARE: S&P Rates $10 Million Class E Notes at BB+
ADVANCED MARKETING: Court Gives Final Nod on Cash Collateral Use
ADVANCED MARKETING: Panel Wants Lowenstein Sandler as Lead Counsel
AEOLUS PHARMA: Posts $949,000 Net Loss in Qtr. Ended December 31

AIDAN CONTRACTING: Voluntary Chapter 11 Case Summary
ALLIED WASTE: Moody's Lifts Corporate Family Rating to B1 from B2
ALLIED WASTE: S&P Assigns BB- Rating to Proposed $750 Mil. Notes
AMERICAN AXLE: Fitch Rates New Senior Unsecured Notes at BB
AMERICAN HOME: Fitch Affirms Rating on Class II-M5 Certs. at B

AMERINDO INTERNET: Chapter 15 Petition Summary
APRIA HEALTHCARE: Earns $75 Million in Year Ended December 31
ARGENT SECURITIES: Fitch Assigns Low-B Ratings on 11 Cert. Classes
ARVINMERITOR INC: Initial Purchasers Buy $25 Mil. Additional Notes
ARVINMERITOR INC: Moody's Lifts Rating on Senior Secured Debt

ATLANTIS PLASTICS: S&P Junks Corporate Credit Rating from B-
B&G FOODS: Completes Brands Purchase from Kraft Foods for $200MM
BANC OF AMERICA: Fitch Assigns Low-B Ratings on 91 Cert. Classes
BANK OF AMERICA: Fitch Holds Junk Rating on $6.5MM Class P Certs.
BEAR STEARNS: Fitch Holds Rating on $4.6 Mil. Class O Certs. at B-

BRODERICK CDO: S&P Rates $4 Million Class E Notes at BB+
BUILDING MATERIALS: S&P Rates $325 Million Senior Notes at B
C-BASS: Fitch Affirms Low-B Ratings on 21 Certificate Classes
CALPINE CORP: Entities Oppose $5 Billion DIP Refinancing
CALPINE CORP: Elects Yvonne A. McIntyre as Vice President

CALPINE CORP: Wants Dickstein Shapiro as Special Counsel
CLEARPOINT BUSINESS: BDO Seidman Raises Going Concern Doubt
COLLINS & AIKMAN: Files Solicitation Versions of Amended Plan
COLLINS & AIKMAN: Files Amended Solicitation Procedures
COLLINS & AIKMAN: Liquidation Analysis Solicitation Version Filed

COMMONWEALTH EDISON: Warns Ch. 11 Filing if Rates are Rolled Back
CONSOL ENERGY: DBRS Holds BB Rating on Senior Unsecured Debt
DAIMLERCHRYSLER: Plans to Cut 1,000 Salaried Jobs by June 2007
DAIMLERCHRYSLER: Chrysler & UAW Ink Two Employee Incentive Deals
DAIMLERCHRYSLER: Supervisory Board Approves Small-Car Chery Pact

DAIMLERCHRYSLER AG: Considers Accepting Minority Stake in GM
DALE GRINAGER: Case Summary & 11 Largest Unsecured Creditors
DELPHI CORP: Plans to Close Spain Steering Facility
DELTA AIR: Committee Amends SSI's Engagement Letter
DOMTAR INC: Earns CDN$328 Million in Year Ended December 31

EASY INC: Case Summary & 19 Largest Unsecured Creditors
EL PASO: Earns $15.8 Million in Fourth Quarter Ended December 31
ELCOM INT'L: Appoints David Elliot as VP Finance & Secretary
EUGENE FINAN: Case Summary & 12 Largest Unsecured Creditors
FIDELITY NATIONAL: Net Earnings Rise to $259.1 Million in 2006

FIRST UNION: Fitch Holds Junk Rating on $6.5 Mil. Class P Certs.
FR X OHMSTEDE: Moody's Affirms Corporate Family Rating at B2
FREEPORT-MCMORAN: Moody's Affirms Ba3 Corporate Family Rating
GAP INC: Will Close Forth & Towne Store Concept
GOLF 255: Ch. 11 Trustee Gets OK to Sell Golf Course for $5 Mil.

HILTON HOTELS: Moody's Lifts Corp. Family Rating to Ba1 from Ba2
HOLLINGER INC: Settles Disputes With Former Directors
IGNIS PETROLEUM: Dec. 31 Balance Sheet Upside Down by $9.3 Mil.
INSIGHT HEALTH: Moody's Junks Rating on $550 Million Notes
INTERNATIONAL COAL: Posts $52,000 Net Loss in Fourth Quarter 2006

JP MORGAN: Fitch Holds BB+ Rating on $12.2 Million Certificates
KEPLER HOLDINGS: Moody's Rates $200 Million Senior Loan at Ba2
KINDER MORGAN: High Leverage Prompts DBRS to Downgrade Ratings
LEGACY ESTATE: Settles 2 Disputes, Inches Way to Plan Confirmation
LEVEL 3: Gets Requisite Consents for Unit's 12.25% Senior Notes

LIBERTY TAX: Dec. 31 Balance Sheet Upside Down by $49.8 Million
LIONEL LLC: Court Gives Open-Ended Exclusive Periods Extension
MAGNOLIA VILLAGE: Wants to Assign Real Properties to Basin Street
MAGNOLIA VILLAGE: Wants to Sell Properties to Flocchini for $23MM
MAKI MAKI: Case Summary & 20 Largest Unsecured Creditors

MASTERCRAFT INTERIORS: Court Okays Amended Disclosure Statement
MASTERCRAFT INTERIORS: U.S. Trustee Wants Ch. 11 Trustee Named
MERITAGE HOMES: Issues $150 Mil. of 7.73% Sr. Subordinated Notes
MORTGAGE LENDERS: Accredited Wants to Foreclose Kansas Property
NASSAU CDO: Moody's Rates 18,000 Preference Shares at Ba1

NATIONAL SECURITY: A.M. Best Says Financial Strength is Fair
NATIONSLINK FUNDING: Fitch Holds Rating on Class G Certs. at BB
OMEGA ONE: A.M. Best Affirms B+ Financial Strength Rating
OWENS CORNING: Wants San Mateo's $1.5 Million Claim Disallowed
PACIFIC LUMBER: Scopac Can Access Cash Collateral Until March 9

PACIFIC LUMBER: Timber Noteholders Object to Intercompany Setoff
PELTS & SKINS: Files Amended Disclosure Statement in Louisiana
PENNSYLVANIA REAL: Fitch Holds Issuer Default Rating at BB
PETER ROSI: Case Summary & Nine Largest Unsecured Creditors
PHELPS DODGE: Moody's Lowers Ratings on $556.7 Million Notes to B1

PITTSFIELD WEAVING: Can File Plan of Reorganization Until March 19
PRESIDENTIAL LIFE: A.M. Holds Financial Strength Rating at B+
QT INC: Case Summary & 28 Largest Unsecured Creditors
QUE PARK: Case Summary & Largest Unsecured Creditor
RALPH BROTHERS: Case Summary & Five Largest Unsecured Creditors

SCOTTISH RE: Facing Bankruptcy Without MassMutual/Cerberus Deal
SOLOMON DWEK: Court Converts Ch. 7 Case to Ch. 11 with Trustee
SOLUTIA INC: Buying Akzo Nobel's 50% Stake in Flexsys Venture
SPECTRUM RESTAURANTS: Sells 72 Grandy's Stores to Souper Salad
STONEY CREEK: Case Summary & 20 Largest Unsecured Creditors

STRUCTURED ASSET: Fitch Holds BB Rating on Two Class Certificates
TIME WARNER: Posts $98.8 Million Net Loss in Year Ended Dec. 31
TRANSALTA CORP: To Proceed with $1.6 Billion Project with EPCOR
TXU CORP: Buyout Offer Prompts Moody's to Review Ratings

* Hunton & Williams Promotes Wendy Spanbauer to Counsel

* Upcoming Meetings, Conferences and Seminars

                             *********

ACCENTIA BIOPHARMA: Dec. 31 Balance Sheet Upside Down by $53 Mil.
-----------------------------------------------------------------
Accenta BioPharmaceuticals, Inc. filed its quarterly financial
statements for the three-month period ended Dec. 31, 2006, with
the Securities and Exchange Commission.

At Dec. 31, 2006, the company's balance sheet showed $43,499,983
in total assets, $90,850,946 in total liabilities, resulting in a
$53,350,963 stockholders' deficit.  At Sept. 30, 2006,
stockholders' deficit stood at $26,440,832.

The company's December 31 balance sheet also showed strained
liquidity with $17,640,364 in total current assets available to
pay $56,802,596 in total current liabilities coming due within the
next 12 months.

The company reported a $30,641,013 net loss on $5,881,743 of total
net revenues for the quarterly period ended Dec. 31, 2006,
compared to a net loss of $317,026 on total revenues of $6,817,966
in the same prior year period.  Furthermore, it projects operating
deficits for fiscal 2007 before consideration of potential funding
sources for the same period.

Current funding of the company's working capital requirements has
resulted principally from the issuance of common and preferred
stock and proceeds from debt.  The company is currently engaged in
efforts to restructure certain existing indebtedness in order to
increase available funds on a near-term basis, and is also seeking
additional financing through public or private equity offerings,
additional debt financings, corporate collaborations, or licensing
transactions.  If adequate funds are not available, it may be
required to delay, reduce the scope of, or eliminate one or more
of the research or development programs or commercialization
efforts.

                    Subsidiary Financing

The company further anticipates that its subsidiary, Biovest
International, Inc., will seek additional financing during the
next six months through public and private equity offerings, debt
financings, corporate collaborations, or licensing transactions.
As of Jan. 31, 2007, an aggregate of $8.9 million intercompany
demand notes payable to Accentia by Biovest are outstanding,
representing funds advanced to Biovest in excess of the funding
commitment under an investment agreement plus intercompany
obligations arising from the conversion of Biovest notes into
common stock of Accentia in accordance with the terms of such
notes.  In addition, upon the completion of a Biovest financing
transaction, or other contemplated arrangements Management
anticipates that Biovest may repay some or all of the outstanding
demand notes.

A full-text copy of the company's financial statements for the
quarterly period ended Dec. 31, 2006, is available for free at

              http://researcharchives.com/t/s?1a63

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 5, 2007,
Aidman, Piser & Company, P.A. expressed substantial doubt about
Accentia Biopharmaceuticals Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Sept. 30, 2006, and 2005.  The auditing firm pointed
to the company's cumulative net losses of approximately $111.4
million during the three years ended Sept. 30, 2006, and working
capital deficiency of approximately $20.5 million.

               About Accentia Biopharmaceuticals

Based in Tampa, Florida, Accentia BioPharmaceuticals Inc (Nasdaq:
ABPI)-- http://www.accentia.net/-- is a vertically-integrated  
specialty biopharmaceutical company, formed by the Hopkins Capital
Group LLC and affiliates to acquire late-stage targeted
therapeutics and to use patented delivery technologies to enhance
the performance of these therapeutics. The company consists of two
wholly-owned subsidiaries, and a majority, controlling interest in
a third company.

Accentia has a portfolio of currently marketed respiratory
products and a pipeline of products in clinical development. The
company's lead respiratory product candidate is SinuNase(TM),
which is under clinical development to treat chronic sinusitis
(rhinosinusitis).  The company's other lead product is
BiovaxID(TM), a patient-specific anti-cancer vaccine for the
treatment of follicular non-Hodgkin's lymphoma.  BiovaxID, which
is being developed by Accentia's subsidiary Biovest International,
Inc. is currently in a fast-tracked Phase III clinical trial.


ADAMS SQUARE: S&P Rates $10 Million Class E Notes at BB+
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Adams Square Funding II Ltd./Adams Square Funding II
Corp.'s $979.2 billion floating-rate notes due 2047.

The preliminary ratings are based on information as of Feb. 26,
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; and

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

                   Adams Square Funding II Ltd.
                  Adams Square Funding II Corp.
   
          Class           Rating            Amount
          -----           ------        ---------------
          A1              AAA             $600,000,000
          S*              AAA              $15,200,000
          A2              AAA              $95,000,000
          A3              AA              $140,000,000
          B               A                $50,000,000
          C               BBB              $49,000,000
          D               BBB-             $20,000,000
          E               BB+              $10,000,000
          Income notes    NR               $42,850.000
   
                      *Due March 10, 2014.
                        NR -- Not rated.


ADVANCED MARKETING: Court Gives Final Nod on Cash Collateral Use
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has issued a final ruling authorizing the
Advanced Marketing Services Inc. and its debtor-affiliates to
use the Secured Lenders' Cash Collateral.

Judge Sontchi also authorized Debtors to enter into, execute,
deliver, perform, and comply with all of the terms and covenants
of the Loan Agreement and other Loan Documents.

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Judge Sontchi granted, on an interim basis, the Debtors authority
to use their secured lenders' cash collateral.

The Debtors related that it will be an event of default if they
use the Lenders' Cash Collateral without further express, written
consent of the Lenders.

                   Loan and Security Agreement

The Loan and Security Agreement dated April 27, 2004, among the
Debtors, Wells Fargo Foothill, Inc., as agent, and a syndicate of
lenders, is secured by a first priority security interest on
substantially all of the Debtors' assets, all products and
proceeds of the assets, and all cash proceeds and all other cash
equivalents and cash collateral.

Prior to filing for bankruptcy, the Debtors were obligated to the
Senior Lenders for the principal amount drawn on the Revolving
Loans plus accrued and unpaid interest and certain additional
unpaid fees and expenses totaling $41,514,347.

Pursuant to an Intercompany Subordination Agreement between the
Debtors and certain of their subsidiaries, as Obligors, and
Foothill, the parties agreed to subordinate the payment of all
indebtedness, liabilities and other obligations of each Obligor
owing to any other Obligor to the payment of the $41,514,347
Indebtedness.

To secure all postpetition obligations due to the Lenders by the
Debtors, the Debtors propose to grant the Lenders a lien with
priority and senior to all other liens, other than validly
perfected prepetition liens that would otherwise be senior and
prior to the Senior Lenders' prepetition liens, on all of the
Debtors' prepetition, present and future assets.  Moreover, upon
the occurrence of a Default or Event of Default, each Borrower
waives any right to use Cash Collateral.

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007. (Advanced Marketing Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ADVANCED MARKETING: Panel Wants Lowenstein Sandler as Lead Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Advanced
Marketing Services Inc. and its debtor-affiliates bankruptcy cases
seeks the authority of the United States Bankruptcy Court for the
District of Delaware to retain Lowenstein Sandler PC as its main
counsel to perform services relating to the Debtors' bankruptcy
cases, effective as of Jan. 12, 2007.

The Creditors Committee has selected Lowenstein because of its
attorneys' experience and knowledge.  The Committee believes that
Lowenstein is well qualified to represent it in the Debtors'
Chapter 11 cases.

As the Creditors Committee's counsel, Lowenstein will:

    (a) provide legal advise as necessary with respect to the
        Committee's powers and duties as an official committee
        appointed under Section 1102 of the Bankruptcy Code;

    (b) assist the Committee in investigating the acts, conduct,
        assets, liabilities, and financial condition of the
        Debtors, the Debtors' business operations, potential
        claims, and any other matters relevant to the Debtors'
        bankruptcy cases or to the formulation of a Chapter 11
        plan;

    (c) participate in the formulation of a Plan;

    (d) provide legal advices with respect to any disclosure
        statement and Plan filed the Debtors' bankruptcy cases,
        and with respect to the process for approving or
        disapproving disclosure statements and confirming or
        denying confirmation of a Plan;

    (e) prepare on behalf of the Committee, as necessary,
        applications, motions, complaints, answers, orders,
        agreements and other legal papers;

    (f) appear in the Court to present necessary motions,
        applications, and pleadings, and otherwise protecting the
        interests of those represented by the Committee;

    (g) assist the Committee in requesting the appointment of a
        trustee or examiner, should the action be necessary; and

    (h) perform other legal services as may be required and that
        are in the best interests of the Committee and creditors.

Lowenstein will be paid on an hourly basis, plus reimbursement of
the actual and necessary expenses that Lowenstein incurs in
accordance with the ordinary and customary rates, which are in
effect on the date the services are rendered.

Lowenstein's hourly rates are:

        Professional                      Hourly Rate
        ------------                      -----------
        Partners                          $320 - $595
        Counsel                           $265 - $425
        Associates                        $165 - $300
        Legal Assistants                   $75 - $150

Kenneth A. Rosen, Esq., a member at Lowenstein, relates that the
charges set forth are based on actual time charges on an hourly
basis and based on the experience and expertise of the attorney
or legal assistant involved.  The hourly rates are subject to
periodic adjustments to reflect economic and other conditions.

Mr. Rosen assures the Court that his firm represents no other
entity in connection with the Debtors' bankruptcy cases, is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code, and does not hold or represent any
interest adverse to the Creditors Committee with respect to the
matters on which it is to be employed.

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007. (Advanced Marketing Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


AEOLUS PHARMA: Posts $949,000 Net Loss in Qtr. Ended December 31
----------------------------------------------------------------
Aelous Pharmaceuticals, Inc. reported a $949,000 net loss on zero
revenues for the quarterly period ended Dec. 31, 2006, compared to
a $1,523,000 net loss on zero revenues in the same prior year
period, as indicated in its quarterly financial statements for the
three-month period ended Dec. 31, 2006.

The company also has incurred significant losses from operations
of $965,000 and $5,604,000, and cash outflows from operations of
$927,000 and $4,867,000, for the three months ended December 31,
2006 and for the fiscal year ended September 30, 2006,
respectively.  It expects to incur additional losses and negative
cash flow from operations during the remainder of fiscal year 2007
and for several more years.

The company believes it has adequate financial resources to
conduct operations through the third quarter of fiscal year.

At Dec. 31, 2006, the company's balance sheet showed $2,598,000 in
total assets, $1,565,000 in total liabilities, and $1,033,000 in
stockholders' equity.  The company also had an accumulated deficit
of $153,851,000 at Dec. 31, 2006.

Aeolus intends to explore strategic and financial alternatives,
including a merger or acquisition with or by another company, the
sale of shares of stock, the establishment of new collaborations
for current research programs that include initial cash payments
and on-going research support and the out-licensing of our
compounds for development by a third party.  If the company is
unable to obtain additional financing to fund operations beyond
the third quarter of fiscal year 2007, it will need to eliminate
some or all of its activities, merge with another company, sell
some or all of its assets to another company, or cease operations
entirely.

A full-text copy of the company's financial statements for the
quarterly period ended December 2006, is available for free at

              http://researcharchives.com/t/s?1a5a

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Haskell & White LLP expressed substantial doubt about Aeolus
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and
insufficiennt working capital to fund its operations throughout
the next fiscal year.

                         About Aeolus

Aeolus Pharmaceuticals, Inc. (OTC BB: AOLS.OB) --
http://www.aeoluspharma.com/-- is developing a variety of   
therapeutic agents based on its proprietary small molecule
catalytic antioxidants, with AEOL 10150 being the first to enter
human clinical evaluation.  AEOL 10150 is a patented, small
molecule catalytic antioxidant that has shown the ability to
scavenge a broad range of reactive oxygen species, or free
radicals.  Because oxygen-derived free radicals are believed to
have an important role in the pathogenesis of many diseases,
Aeolus' catalytic antioxidants are believed to have a broad range
of potential therapeutic uses.


AIDAN CONTRACTING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Aidan Contracting, Inc.
        538 Millers Run Road
        Morgan, PA 15064

Bankruptcy Case No.: 07-21091

Type of Business: The Debtor is a general contractor.

Chapter 11 Petition Date: February 23, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


ALLIED WASTE: Moody's Lifts Corporate Family Rating to B1 from B2
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Allied Waste Industries, Inc to B1 from B2, affirmed the Ba3,
LGD2, 30% rating on the senior secured credit facilities of Allied
Waste North America, Inc., and upgraded other rated debt tranches
of Allied Waste along with Allied Waste NA and its wholly-owned
subsidiary, Browning-Ferris Industries, LLC.

Concurrently, Moody's assigned a B1, LGD4, 56% rating to the
company's proposed $750 million senior secured note due 2017.  The
outlook for the ratings remains positive, reflecting continuing
pricing strength in the industry as a whole and the company's own
pricing initiatives in driving enhanced internal revenue growth.

Moody's took these rating actions:

   * Allied Waste Industries, Inc.

      -- Upgraded the Corporate Family Rating to B1 from B2;

      -- Upgraded the Probability of Default Rating to B1 from B2;

      -- Upgraded the $230 million issue of 4.25% guaranteed
         senior subordinated convertible bonds due 2034 to B3,
         LGD5, 87% from Caa1, LGD5, 85%; and

      -- Upgraded the $600 million issue of 6.25% senior mandatory
         convertible preferred stock -- conversion date of March
         2008 to B3, LGD6, 98% from Caa1, LGD6, 98%.

The Speculative Grade Liquidity Rating is SGL-1.

The outlook for the ratings remains positive.

   * Allied Waste North America, Inc.

      -- Assigned a B1, LGD4, 56% rating to the proposed
         $750 million issue of guaranteed senior secured notes due
         2017;

      -- Affirmed the B2, LGD4, 57% $750 million issue of 8.5%
         guaranteed senior secured notes due 2008, subject to
         withdrawal upon completion of the refinancing;

      -- Affirmed the Ba3m, LGD2, 30% rated $1.575 billion
         guaranteed senior secured revolving credit facility due
         2010;

      -- Affirmed the Ba3,  LGD2, 30% rated $1.105 billion
         guaranteed senior secured term loan due 2012;

      -- Affirmed the Ba3,  LGD2, 30% rated $490 million
         guaranteed senior secured Tranche A Letter of Credit
         Facility due 2012;

      -- Upgraded the $350 million issue of 6.5% guaranteed senior
         secured notes due 2010 to B1, LGD4, 56% from B2, LGD4,
         57%;

      -- Upgraded the $400 million issue of 5.75% guaranteed
         senior secured notes due 2011 to B1, LGD4, 56% from B2,
         LGD4, 57%;

      -- Upgraded the $275 million issue of 6.375% guaranteed
         senior secured notes due 2011 to B1, LGD4, 56% from B2,
         LGD4, 57%;

      -- Upgraded the $251 million issue of 9.25% guaranteed
         senior secured notes due 2012 to B1, LGD4, 56% from B2,
         LGD4, 57%;

      -- Upgraded the $450 million issue of 7.875% guaranteed
         senior secured notes due 2013 to B1, LGD4, 56%) from B2,
         LGD4, 57%;

      -- Upgraded the $425 million issue of 6.125% guaranteed
         senior secured notes due 2014 to B1, LGD4, 56% from B2
         LGD4, 57%;

      -- Upgraded the $595 million issue of 7.125% guaranteed
         senior secured notes due 2016 to B1, LGD4, 56% from B2,
         LGD4, 57%;

      -- Upgraded the $600 million issue of 7.25% guaranteed
         senior secured notes due 2015 to B1, LGD4, 56% from B2,
         LGD4, 57%; and

      -- Upgraded the $400 million issue of 7.375% guaranteed
         senior unsecured notes due 2014 to B2, LGD4, 69% from B3,
         LGD4, 64%.

   * Browning-Ferris Industries, LLC. (assumed by Allied Waste     
     North America, Inc.)

      -- Upgraded the $155 million issue of 6.375% senior secured
         notes due 2008 to B1, LGD4, 56% from B2, LGD4, 57%;

      -- Upgraded the $96 million issue of 9.25% secured
         debentures due 2021 to B1, LGD4, 56% from B2, LGD4, 57%;

      -- Upgraded the $294 million issue of 7.4% secured
         debentures due 2035 to B1, LGD4, 56% from B2, LGD4, 57%;
         and

      -- Upgraded the $281 million of industrial revenue bonds
         with various maturities to B2, LGD4, 69% from B3, LGD4,
         64%.

The ratings benefit from a stable underlying business with limited
available substitutes and the relative lack of cyclicality in the
municipal solid waste industry, the company's prominent market
position and the company's size and diversified revenue stream as
well as ownership of scarce assets.  The ratings continue to be
constrained by the company's high leverage and weak free cash flow
generation.  Although the company has made progress with its best
practices program over the last year and a half, ongoing
implementation costs, fluctuations in fuel costs and cyclical
weakness in construction activity may put pressure on operating
margins.  Although Moody's expects ongoing improvements in free
cash flow, such improvements are likely to continue to be
constrained by interest payments and high ongoing capital
expenditure levels.

Sustainable leverage metrics at current levels or lower, combined
with improved, sustainable adjusted free cash flow of the order of
5% of debt while maintaining adequate capital expenditures could
lead to an upgrade.

Indications of pricing weakness in the industry, substantial
volume declines which lead to negative free cash flows,
debt-financed acquisitions or additional indebtedness, for example
in connection with potential developments with respect to the
outstanding dispute with the IRS could lead to stabilization of
the outlook or place downward pressure on the ratings.

Allied Waste North America, Inc., a wholly owned operating
subsidiary of Allied Waste Industries, Inc., is based in Phoenix,
Arizona.  Allied Waste is a vertically integrated, non-hazardous
solid waste management company providing collection, transfer, and
recycling and disposal services for residential, commercial and
industrial customers.  As of Dec. 31, 2006, the company operated a
network of 304 collection companies, 161 transfer stations, 168
active landfills and 57 recycling facilities in 37 states and
Puerto Rico.  The company had revenues of approximately
$6.0 billion in fiscal 2006.


ALLIED WASTE: S&P Assigns BB- Rating to Proposed $750 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned debt and recovery
ratings to Allied Waste North America Inc.'s proposed $750 million
senior notes due 2017.  The notes are rated 'BB-', one notch lower
than the parent's corporate credit rating, with a recovery rating
of '4', indicating the expectation for marginal recovery of
principal in the event of a payment default.  AWNA is a wholly
owned subsidiary of Scottsdale, Arizona-based Allied Waste
Industries Inc.  The notes are a drawdown under Allied Waste's
existing shelf and are guaranteed by Allied Waste and subsidiaries
of AWNA.
   
At the same time, Standard & Poor's affirmed its ratings,
including its 'BB' corporate credit rating, on Allied Waste.  The
outlook is stable.  About $6.9 billion of debt was outstanding as
of Dec. 31, 2006.

The company will use proceeds from the notes to fund a tender
offer for AWNA's outstanding $750 million 8.5% senior notes due
2008.  At closing, Standard & Poor's will withdraw the 'BB-'
rating on the 8.5% notes.

"The ratings on the new notes reflect the disadvantaged position
of the noteholders relative to the secured bank lenders, the
sizable amount of secured claims on the specific assets pledged as
collateral, and the sharing of this collateral with the bank
lenders," said Standard & Poor's credit analyst Roman Szuper.

The ratings on Allied Waste reflect a highly leveraged financial
profile, which outweighs the company's fairly strong competitive
business position.

Allied Waste is the second-largest solid waste management
participant in the U.S., with 2007 revenues and EBITDA estimated
at about $6.2 billion and $1.65 billion, respectively.  The
company provides collection, transfer, disposal, and recycling
services to about 10 million residential, commercial, and
industrial customers in 37 states and Puerto Rico.  Leading shares
in most local markets, good collection-route density, and a high
rate of waste internalization enhance operations.

Allied Waste's highly leveraged financial profile stems mainly
from debt incurred in the 1999 acquisition of Browning-Ferris
Industries Inc.  Since that time, the firm's key focus has been on
debt reduction from free cash flow, the issuance of equity, and
the proceeds from divestitures.  Operating margins stabilized at
around 26% in 2006, supported by price increases, modest volume
gains, and benefits of ongoing cost reduction programs.


AMERICAN AXLE: Fitch Rates New Senior Unsecured Notes at BB
-----------------------------------------------------------
Fitch has assigned a 'BB' rating to American Axle &
Manufacturing's new senior unsecured notes due 2017.  Fitch has
also affirmed AXL's existing ratings as:

   -- Issuer Default Rating 'BB';
   -- Senior unsecured bank facility 'BB'; and
   -- Senior unsecured 'BB'.
   
The Outlook remains Negative.  Including the new issuance, the
ratings cover approximately $972 million of debt.

Fitch's affirmation reflects the risks associated with AXL's
dependence on General Motors for roughly 75% of its total revenue
and in particular, GM's passenger trucks which compete in segments
that will remain under pressure in 2007.  Partially offsetting
these risks are AXL's margin performance, solid liquidity,
competitive position, the financial benefits of recent headcount
reduction, and an expected improvement in free cash flow in 2007.
Free cash flow over the next several years will benefit from
recent restructuring activities and reduced capital expenditure
levels following an extended period of higher costs associated
with the launch of GM's GMT900 trucks and international growth
initiatives.  The new business backlog with customers other than
GM continues to grow.

The Negative Outlook reflects the credit condition of AXL's
largest customer, critical labor negotiations later this year
between GM and the United Auto Workers union, a financially
stressed base of suppliers other than AXL, and the uncertain
sustainability of large pickup truck production volume in light of
a slump in new home construction.  In addition, the uncertainty
related to large sport utility vehicle volumes and consumers
reaction to fuel prices.  Fitch could revise the Outlook to Stable
if GM's production outlook stabilizes or AXL's free cash flow
materially improves in 2007, providing increased cushion against
the uncertainty of the factors listed above.

Fitch has also assigned a rating of 'BB' to AXL's new senior
unsecured bonds due Feb 2017.  The issuance capitalizes on
favorable capital market conditions and supplements AXL's
liquidity position through an uncertain 2007 industry environment.
Fitch anticipates that, in the absence of any labor disruptions at
AXL's largest customer, issuance proceeds would be used to keep
revolver capacity available with the balance held in cash.  Axle
will likely use the cash on the balance sheet instead of the
revolver to handle mid-period working capital requirements during
the year.  Upon resolution of GM/UAW contract negotiations, Fitch
expects to see a reduction in total debt.  A 'Change In Control'
clause is included in the new issue terms.

Despite a 12.7% decline from 2005 to 2006 in GM light truck sales,
AXL 2006 revenue was off 5.8% from $3.4 billion to $3.2 billion.
The offsets to the decline in GM's truck sales include AXL's
business with customers other than GM and higher content on the
new GM SUVs and large pickups.  However, lower volumes and higher
launch costs brought adjusted operating income down from
$105 million last year to $52 million for 2006.  Free cash flow
was a use of $132 million versus a use of $56 million a year ago
primarily due to the special attrition program payments but also
higher than normal cap ex related to the launch of the new GM
products.  To fund operations, the Special Attrition Program,
other attrition programs and $37 million in lease buyouts, the
company's total debt rose to $672 million in 2006 from
$489 million last year.  Liquidity at the end of 2006 consisted of
$14 million in cash and marketable securities and $476 million in
available revolver.  The company also has availability under
uncommitted and foreign lines of credit totaling $27 million and
$92 million, respectively.

AXL has maintained its financial discipline through a period of
heavy investment and in the midst of difficult industry
conditions.  While many suppliers have chosen to take advantage of
attractive secured financing arrangements, AXL's funding has
remained unsecured.  AXL's credit metrics are healthy for the
current rating, but AXL's credit profile is currently constrained
by the company's dependence on GM, exposure to light trucks, and
negative free cash flow over the past two years.  For 2006 AXL's
Total Debt to Operating EBITDA was 2.6x, Total Adjusted Debt to
Operating EBITDAR was 2.9x, and FFO Adjusted Leverage was 3.4x.


AMERICAN HOME: Fitch Affirms Rating on Class II-M5 Certs. at B
--------------------------------------------------------------
Fitch Ratings has affirmed 11 classes of American Home Mortgage
Investment Trust residential mortgage-backed certificates, series
2005-SD1, as:

Group 1

   -- Class I-A1 affirmed at 'AAA';
   -- Class I-M1 affirmed at 'AA';
   -- Class I-M2 affirmed at 'A';
   -- Class I-M3 affirmed at 'BBB'; and
   -- Class I-M4 affirmed at 'BB'.

Group 2

   -- Class II-A1 affirmed at 'AAA';
   -- Class II-M1 affirmed at 'AA';
   -- Class II-M2 affirmed at 'A';
   -- Class II-M3 affirmed at 'BBB';
   -- Class II-M4 affirmed at 'BB'; and
   -- Class II-M5 affirmed at 'B'.

These affirmations reflect credit enhancement consistent with
future loss expectations and affect $92.9 million of outstanding
certificates.  All the classes detailed above have experienced
small to moderate growth in CE since closing.

The transaction is seasoned only 13 months.  The pool factors
range from 65% to 79%.

The Group 1 mortgage pool consists of fixed- and adjustable-rate
mortgage loans secured by first liens on residential properties.
The Group 2 mortgage pool consists of fixed-rate mortgage loans
secured by second liens on residential properties.  Wells Fargo
Bank, N.A. is the Master Servicer and American Home Mortgage
Servicing, which is rated 'RPS3+' by Fitch is the Primary
Servicer.


AMERINDO INTERNET: Chapter 15 Petition Summary
---------------------------------------------
Petitioners: David Walker and Lawrence Edwards
             Joint Official Liquidators and
             Authorized Foreign Representatives
             PwC Corporate Finance & Recovery (Cayman) Limited

Debtor: Amerindo Internet Growth Fund Limited
        Strathvale House North Church Street
        Georgetown, Grand Cayman
        Cayman Islands

Case No.: 07-10327

Type of Business: The Debtor was an open-ended investment company,
                  which was incorporated on Feb. 14, 2000, and
                  began operations on July 3, 2000.  The Debtor
                  sought superior intermediate-term capital
                  appreciation through investment in U.S.
                  securities in emerging technology companies,
                  principally in electronics and biotechnology.

Chapter 15 Petition Date: February 9, 2007

Foreign Court: Grand Court of the Cayman Islands

U.S. Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioners' Counsel: Robert J. Rosenberg, Esq.
                      Henry P. Baer, Jr., Esq.
                      Latham & Watkins LLP
                      885 Third Avenue
                      New York, NY 10022
                      Tel: (212) 906-1200
                      Fax: (212) 751-4864

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million


APRIA HEALTHCARE: Earns $75 Million in Year Ended December 31
-------------------------------------------------------------
Apria Healthcare Group Inc. reported net earnings of $21.1 million
on net revenues of $391 million for the fourth quarter ended
Dec. 31, 2006, compared with net earnings of $19.5 million on net
revenues of $359.7 million for the fourth quarter of 2005.  

For the year ended Dec. 31, 2006, the company earned $75 million
on $1,517,307,000 of revenues, compared with net earnings of
$66.9 million on $1,474,101,000 of revenues for 2005.

The comparison in net revenues and net income between 2006 and
2005 should consider the effect of lower Medicare reimbursement in
2006.  Such reimbursement reductions include the decrease in
payment for oxygen and oxygen equipment, which went into effect in
April 2005, but had a partial year impact on the comparison
between 2006 and 2005.  Also, reimbursement for inhalation drugs
was reduced as Medicare lowered the related dispensing fee, and
the manufacturer-reported average sales prices, which serve as the
basis for drug reimbursement, were generally lower in 2006 than in
2005.  The aggregate effect of these Medicare reimbursement
reductions on 2006 net revenues was $15 million.  The impact to
net income for 2006 was $9.5 million.

Net income for the fourth quarter and calendar year 2006 was
positively impacted by an income tax benefit related to the
completion of the 2003 IRS audit, an excise tax refund, and the
cash settlement of an insurance claim filed for losses incurred
during the 2005 Katrina hurricane.  The net income comparison
between 2006 and 2005 are affected by the costs of the 2005
settlement of a qui tam lawsuit.  The impact of that settlement to
2005 net income was $16.3 million.  

Gross margins were stable in 2006 at 65.6% for both the fourth
quarter of 2006 and the full fiscal year.  Declines from the
levels reported in 2005 are primarily attributable to the Medicare
reimbursement reductions and shifts in the product mix.

The provision for doubtful accounts as a percentage of net revenue
was 2.6% for 2006, compared to 3.2% in the prior year.  This
improvement is a direct result of increased cash collections
resulting from initiatives to optimize billing processes and to
increase collections of patient co-payments.

Selling, distribution and administrative expenses were 53.0% of
net revenues in 2006.  This compares to 53.7% in 2005.  The
improvement is directly attributable to the realization of savings
from cost control measures implemented in 2005 and in early 2006.
The favorable variances in the percentages were reflected in all
areas of operations, including labor and other operating expenses.

"The objectives and strategies that we set forth at the beginning
of 2006 have largely been achieved and in several areas were
exceeded," said Lawrence M. Higby, Apria's Chief Executive
Officer.  "We developed a course of action for the year that
emphasized a disciplined execution of our business fundamentals.
Additional emphasis was placed on developing the sales
organization to drive improved sales growth.  The billing and
collection initiatives that were executed during 2006 had a single
focus: collect cash earlier in the billing cycle.  And finally, we
leveraged our cost structure to lessen the effects of the Medicare
reductions," said Mr. Higby.

At Dec. 31, 2006, the company's balance sheet showed $1.2 billion
in total assets, $767.4 million in total liabilities, and
$410.4 million in total stockholders' equity.

                       Liquidity and Capital

Free cash flow was $155.7 million in 2006, up from $87.4 million
in 2005.  The main drivers of the increase in 2006 were a
$35 million reduction in income tax payments due primarily to a
favorable IRS ruling on the deductibility of interest on the
company's convertible notes, increased cash collections, and
decreases in working capital requirements.  The 2005 total
reflects the negative impact of the cash payment of the qui tam
settlement.  The company has utilized its free cash flow to reduce
its revolving credit line balance by $155 million during 2006,
lowering the balance to $235 million at Dec. 31, 2006.

Free cash flow is defined as operating cash flow minus capital
expenditures and does not include acquisitions or financing
activities.  It is presented as a supplemental performance measure
and is not intended as an alternative to any other cash flow
measure calculated in accordance with generally accepted
accounting principles.   

Net purchases of patient service equipment in 2006 were 6.6% of
net revenue versus 7.1% in 2005.

                       About Apria Healthcare  

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. (NYSE:AHG) -- http://www.apria.com/-- provides home   
respiratory therapy, home infusion therapy and home medical
equipment through approximately 500 branches serving patients in
all 50 states.  With approximately $1.5 billion in annual
revenues, it is the United States' leading homecare company.

                           *     *     *

Apria Healthcare currently carries Standard & Poor's Ratings
Services BB+ rating with a Stable Outlook.


ARGENT SECURITIES: Fitch Assigns Low-B Ratings on 11 Cert. Classes
------------------------------------------------------------------
Fitch has taken rating actions on Argent Securities Inc.'s home
equity issues:

Series 2003-W1

   -- Class M1 upgraded to 'AAA' from 'AA';
   -- Class M2 upgraded to 'AA-' from 'A';
   -- Class M3 upgraded to 'A+' from 'A-';
   -- Class M4 upgraded to 'A' from 'BBB+';
   -- Class M5 upgraded to 'A-' from 'BBB';
   -- Class MF6 affirmed at 'BBB-'; and
   -- Class MV6 affirmed at 'BBB-'.

Series 2003-W2

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

Series 2003-W3

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class M-4 affirmed at 'BBB+'; and
   -- Class M-5 affirmed at 'BBB'.

Series 2003-W4

   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB+';
   -- Class M-4 affirmed at 'BBB'; and
   -- Class M-5 affirmed at 'BBB-'.

Series 2003-W5

   -- Class A affirmed at AAA;
   -- Class M-1 affirmed at AA;
   -- Class M-2 affirmed at A;
   -- Class M-3 affirmed at A-;
   -- Class M-4 affirmed at BBB+;
   -- Class M-5 affirmed at BBB;
   -- Class MF6 affirmed at 'BBB-';
   -- Class MV6 affirmed at 'BBB-'.

Series 2003-W6
   -- Class A affirmed at 'AAA';
   -- Class M2 affirmed at 'BBB'; and
   -- Class M3 affirmed at 'BBB-'.

Series 2003-W7

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class M-3A affirmed at 'A-';
   -- Class M-3B affirmed at 'A-';
   -- Class M-4A affirmed at 'BBB+';
   -- Class M-4B affirmed at 'BBB+'; and
   -- Class M-5 affirmed at 'BBB'.

Series 2003-W8

   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class M-4 affirmed at 'BBB+'; and
   -- Class M-5 affirmed at 'BBB'.

Series 2003-W9

   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class M-3A affirmed at 'A-';
   -- Class M-3B affirmed at 'A-';
   -- Class M-4A affirmed at 'BBB+';
   -- Class M-4B affirmed at 'BBB+'; and
   -- Class M-5 affirmed at 'BBB'.

Series 2003-W10

   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class M-4 affirmed at 'BBB+';
   -- Class M-5 affirmed at 'BBB'; and
   -- Class M-6 affirmed at 'BBB-'.

Series 2004-W1

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

Series 2004-W2

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

Series 2004-W3

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'A-';
   -- Class M-2 affirmed at 'BBB+';
   -- Class M-3 affirmed at 'BBB';
   -- Class M-4 affirmed at 'BBB-'; and
   -- Class M-5 affirmed at 'BB+'.

Series 2004-W4

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'BBB+';
   -- Class M-2 affirmed at 'BBB';
   -- Class M-3 affirmed at 'BBB-'; and
   -- Class M-4 affirmed at 'BB+'.

Series 2004-W5

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

Series 2004-W6

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

Series 2004-W7

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

Series 2004-W8

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

Series 2004-W10

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

Series 2004-W11

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

The affirmations, affecting approximately $4.09 billion of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.  The upgrades, affecting
approximately $165.84 million of the outstanding balances, are
taken due to improved credit enhancement in relation to expected
losses.

The transactions that contain upgraded classes are structured with
a fixed 60+ delinquency trigger of 16%.  Both of these deals are
currently failing the delinquency trigger and are expected to
continue to fail, which will generally allow credit enhancement to
continue to grow relative to the remaining pool balance.

For all transactions, the underlying collateral consists of fully
amortizing 15 to 30-year fixed- and adjustable-rate mortgages
secured by first liens extended to subprime borrowers.  As of the
December distribution date, the transactions listed above are
seasoned from 26 to 40 months.  The pool factors range
approximately from 11% to 33%.

The Argent Securities loans, the wholesale sector for Ameriquest
Mortgage Securities Inc., were either originated or acquired by
Ameriquest Mortgage Company.  Ameriquest Mortgage Company serves
as the servicer for the loans and is rated 'RPS2+' by Fitch.


ARVINMERITOR INC: Initial Purchasers Buy $25 Mil. Additional Notes
------------------------------------------------------------------
ArvinMeritor, Inc. has reported that the initial purchasers in the
company's private offering of $175 million aggregate principal
amount of 4% convertible senior unsecured notes due 2027 have
exercised in full their option to acquire up to $25 million
additional principal amount of the notes, bringing to $200 million
the aggregate principal amount of 4% convertible senior unsecured
notes due 2027 sold by the company in the private offering to
qualified institutional buyers.  

The company will pay 4% cash interest on the notes semiannually
until Feb. 15, 2019, after which no cash interest will be paid.  
Commencing Feb. 15, 2019, the principal amount of the notes will
be subject to accretion at a rate that provides holders with an
aggregate annual yield to maturity of 4%.

The notes will be convertible in certain circumstances into cash
up to the accreted principal amount of the notes, and cash,
shares of common stock, or a combination thereof, at the
company's election, for the remainder of the conversion
obligation, if any, in excess of the accreted principal amount,
based on an initial conversion rate, subject to adjustment,
equivalent to 37.41 shares of common stock per US$1,000
original principal amount of notes.  This represents an initial
conversion price of US$26.73 per share.

Net proceeds from the recent issue of convertible senior unsecured
notes along with other sources were used to fund the repayment in
full the $169.5 million aggregate principal amount of the
company's outstanding Term Loan B due in 2012.

The additional purchase and sale is scheduled to close on
Feb. 28, 2007, subject to customary closing conditions.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components serving light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and certain
aftermarket.


ARVINMERITOR INC: Moody's Lifts Rating on Senior Secured Debt
-------------------------------------------------------------
Moody's Investors Service has upgraded ArvinMeritor's senior
secured bank debt rating to Baa3, LGD2, 13% from Ba1, LGD2, 20%
and affirmed the company's Corporate Family Rating of Ba3,
Speculative Grade Liquidity rating of SGL-2, and stable outlook.

The actions follow shifts in the company's capital structure,
which have enhanced expected recovery rates on secured
indebtedness, an amendment to its bank credit facilities, and the
disclosure of the pending sale of its Emission Technology
business.

During February, ARM issued $200 million of unsecured convertible
notes with a maturity in 2027.  Proceeds will be used to pre-pay a
$170 million senior secured bank term loan due in 2012 with the
balance after fees and expenses retained for general corporate
purposes.  The company also amended its bank revolving credit
facility.  This involved a reduction in the committed amount from
$980 million to $900 million and flows from the smaller aggregate
size of the organization's requirements which will arise post the
disposition of its Emission Technologies business.  At the same
time, two financial covenants in its bank credit facility were
amended which will expand the company's compliance headroom over
the intermediate term.  Moody's would not expect any material
change in key metrics affecting the firm's Corporate Family rating
if proceeds were used to reduce indebtedness as total debt in
proportion to continuing EBITDA should not appreciably change, nor
would those ratios be materially affected by the refinancing.

Although interest coverage may improve slightly, other ratios will
remain in a range typical of peers in the Ba3 rating category.
While Emissions Technology had lower margins than ARM's other
business groups, it was expected to contribute to free cash flow.
Accordingly, the Corporate Family Rating has been affirmed.

ARM will continue to face challenges in certain markets over the
coming year.  But, it will do so with a solid liquidity profile,
the benefits of geographic diversification, participation in
multiple remaining segments with market leadership, and
contributions from its restructuring initiatives.  The Emissions
Technology group provided some upside potential from its solutions
to changing regulatory requirements, particularly in the
commercial vehicle market in advance of the 2010 EPA requirements
in North America.  However, margins in Emissions Technology were
also being affected by higher nickel prices and related costs of
stainless steel.  Although quantitative metrics for much of 2007
will be affected by the decline in North American Class 8
production, those volume declines will be partially offset by
levels of ongoing demand for medium and heavy duty vehicles in
Europe as well as contributions from its aftermarket parts,
trailer and Asian markets.  North American commercial vehicle
production is anticipated to recover in 2008 and 2009. On balance,
the company's financial performance in 2007 and 2008 should remain
within the parameters of its assigned Corporate Family Rating.

Consequently, the stable outlook remains appropriate.

The refinancing activity alters recovery expectations in downside
scenarios on debt in ARM's capital structure.  While aggregate
enterprise value is essentially unchanged, the reduction in the
amount of higher priority secured debt and increase in unsecured
obligations beneath their claims has improved recovery rates on
the bank facility.  This is reflected in results in Moody's Loss
Given Default model.  On a pro forma basis as of Dec. 31, 2006 and
adjusting for the convertible issuance, term loan repayment and
revolving credit commitment reduction, the rating on the secured
bank debt was raised by one notch to Baa3, LGD2, 13% from Ba1,
LGD2, 20%.  The recovery rate for unsecured debt was not
materially affected.  Its recovery assessment at LGD4, 63%
declined marginally but remains within the bounds of its B1 rating
category.  Similarly, ratings on Arvin Capital and ARM's other
obligations were not affected.  ARM's convertible note issues are
not rated by Moody's.  The rating on the secured bank term loan
has been withdrawn upon its repayment.

The SGL-2 liquidity rating represents good liquidity over the
coming 12 months.  The rating incorporates significant internal
sources arising from existing cash, modest free cash flow
expectations post the business disposition, and anticipated
receipt of proceeds from the announced sale of Emissions
Technologies.  While external committed facilities have been
reduced 8%, the amount remains ample with respect to the
requirements of the smaller size of the continuing business.  A
recent amendment to the bank facilities also established
incremental head room under its prescribed leverage and fixed
charge covenants.

Ratings changed:

   * ArvinMeritor, Inc.

      -- Senior secured revolving credit facility to Baa3, LGD2,
         13% from Ba1, LGD2, 20%

Changes to Loss Given Default Assessments:

   * ArvinMeritor, Inc.

      -- Senior unsecured notes to LGD-4, 63% from LGD-4, 65%
      -- Shelf unsecured to LGD-4, 63% from LGD-4, 65%

The last rating action was on Jan. 19, 2007 at which time ARM's
Corporate Family Rating was lowered to Ba3 from Ba2.

ArvinMeritor, Inc., headquartered in Troy, Michigan, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicles, commercial trucks, trailers,
and specialty original equipment manufacturers as well as certain
aftermarkets.  Revenues in fiscal 2006 were approximately
$9.2 billion.


ATLANTIS PLASTICS: S&P Junks Corporate Credit Rating from B-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered all its ratings on
Atlanta, Georgia-based Atlantis Plastics Inc., including its
corporate credit rating to 'CCC+' from 'B-'.  

The outlook is negative.
    
"The downgrade reflects the continuation of challenging industry
conditions, which have led to a significant deterioration in
credit metrics and continued negative cash flow generation," said
Standard & Poor's credit analyst Robyn Shapiro.

"In addition, the lower ratings reflect concerns about the
company's ability to obtain further financial covenant relief, if
necessary."

Atlantis recently amended covenants under both first-lien and
second-lien term loan credit agreements after the company violated
the maximum leverage covenants under both facilities on
Sept. 30, 2006.  The company's very limited liquidity raises
concerns about its ability to absorb additional raw material cost
volatility in the near term.

Detailed information on fourth-quarter performance is not yet
available, but Standard & Poor's expects Atlantis' liquidity was
substantially unchanged from Sept. 30, 2006, with cash and unused
bank line availability totaling less than $10 million.  Because of
its limited liquidity, Standard & Poor's is concerned about
Atlantis' ability to continue to shoulder its heavy debt burden
and to absorb any future raw material cost increases, any further
slowdown in demand, or other adverse developments.  The company
faces higher interest on its bank credit facility in conjunction
with the amendments of financial covenants put in place during the
fourth quarter of 2006.

Atlantis remains highly leveraged.  As of Sept. 30, 2006, adjusted
debt to EBITDA was about 6x.  Debt is adjusted for capitalized
operating leases.  The ratio of funds from operations to total
adjusted debt was about 8%.  The company's heavy debt burden stems
from the March 2005 dividend recapitalization.  Since then a sharp
rise in plastic resin costs and declining volumes have plagued the
company.

Management has recently announced the shutdown and permanent
closure of its injection molding plant located in Warren, Ohio and
plans to move equipment and production volumes to other existing
facilities.  Following one-time shutdown costs, the company
anticipates this plant closure and capacity consolidation will
result in reduced annual operating expenses and improved
production efficiencies.

With annual revenues of about $440 million, Atlantis Plastics has
a competitive position in plastic films--including stretch films
and custom films that represent about 65% of revenues--stemming
from a decent cost structure and effective distribution
capabilities.


B&G FOODS: Completes Brands Purchase from Kraft Foods for $200MM
----------------------------------------------------------------
Subsidiaries of B&G Foods Inc. have completed the purchase of the
Cream of Wheat and Cream of Rice brands from Kraft Foods Global,
Inc., effective Feb. 25, 2007, for the price of $200 million in
cash, subject to a post-closing adjustment for inventory at the
closing date.

As reported in the Troubled Company Reporter on Jan. 26, 2007,
B&G Foods, Inc. disclosed that along with its newly-formed,
indirect, wholly owned subsidiary COWC Acquisition Corp., it
entered into an asset purchase agreement with Kraft Foods.

B&G Foods used the proceeds of an additional $205 million of term
loan borrowings under its newly amended and restated credit
facility to fund the acquisition and pay related transaction fees
and expenses.

"This is a very exciting acquisition for B&G Foods," David L.
Wenner, Chief Executive Officer of B&G Foods, stated.  "We have
acquired the number two brand in the hot cereal category, a brand
with great name recognition and over 100 years of heritage.  Cream
of Wheat and Cream of Rice fit B&G Foods' acquisition strategy
perfectly, and are brands that our company can nurture and
hopefully grow through focus and innovation.  Significantly, this
acquisition together with the related financing brings our company
to approximately $1.0 billion in total capitalization, a
remarkable milestone for B&G Foods."

                       About Kraft Foods

Kraft Foods (NYSE:KFT) -- http://www.kraft.com/-- is one of the  
world's largest food and beverage companies.   Kraft Foods markets
many of the world's leading food brands, including Kraft cheeses,
dinners and dressings; Oscar Mayer meats, DiGiorno pizzas, Oreo
cookies, Ritz crackers and chips, Philadelphia cream cheese, Milka
and Cote d'Or chocolates, Planters nuts, Honey Bunches of Oats
cereals, Jacobs, Gevalia and Maxwell House coffees; Capri Sun,
Crystal Light and Tang refreshment beverages; and a growing range
of South Beach Diet and better-for-you Sensible Solution options.

                        About B&G Foods

B&G Foods (AMEX: BGF) -- http://www.bgfoods.com/-- and its  
subsidiaries manufacture, sell and distribute a diversified
portfolio of high-quality, shelf-stable foods across the United
States, Canada and Puerto Rico.  B&G Foods' products include jams,
jellies and fruit spreads, canned meats and beans, spices,
seasonings, marinades, hot sauces, wine vinegar, maple syrup,
molasses, salad dressings, Mexican-style sauces, taco shells and
kits, salsas, pickles and peppers and other specialty food
products.  B&G Foods competes in the retail grocery, food service,
specialty store, private label, club and mass merchandiser
channels of distribution.  Based in Parsippany, New Jersey, B&G
Foods' products are marketed under many recognized brands,
including Ac'cent, B&G, B&M, Brer Rabbit, Emeril's, Grandma's
Molasses, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont,
Ortega, Polaner, Red Devil, Regina, San Del, Ac'cent Sa-Son,
Trappey's, Underwood, Vermont Maid and Wright's.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 23, 2007,
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on B&G Foods Inc.'s proposed senior secured credit
facilities, following the report that the company will increase
the term loan C facility by $5 million.  Pro forma for the
increased add-on portion, the facilities will total $230 million.
The secured loan rating is 'B+' and the recovery rating is '1',
indicating the expectation for full recovery of principal in the
event of a payment default.

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Moody's Investors Service confirmed the B2 corporate family
rating, the Ba2 senior secured bank debt ratings and the Caa1
senior subordinated notes rating of B&G Foods, Inc.  Moody's also
lowered the rating on the company's senior unsecured
notes to B3 from B1.  The rating outlook is stable.


BANC OF AMERICA: Fitch Assigns Low-B Ratings on 91 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Banc of America Mortgage
Securities, Inc.'s mortgage pass-through certificates:

Series 2004-1 Group 1

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

Series 2004-1 Group 3

   --Class A affirmed at 'AAA';
   --Class 3-B-1 affirmed at 'AA';
   --Class 3-B-2 affirmed at 'A';
   --Class 3-B-3 affirmed at 'BBB'; and
   --Class 3-B-5 affirmed at 'B';

Series 2004-1 Group 5

   -- Class A affirmed at 'AAA';

Series 2004-1 Groups 2 & 4

   -- Class A affirmed at 'AAA';
   -- Class X-B-2 affirmed at 'A'; and
   -- Class X-B-4 affirmed at BB.

Series 2004-3 Group 1

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

Series 2004-3 Groups 2 & 4

   -- Class A affirmed at 'AAA'.

Series 2004-3 Group 3

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

Series 2004-4 Group 1

   -- Class A affirmed at 'AAA';
   -- Class 30-B-2 affirmed at 'A';
   -- Class 30-B-3 affirmed at 'BBB'; and
   -- Class 30-B-4 affirmed at 'BB';

Series 2004-4 Groups 2 & 4

   -- Class A affirmed at 'AAA'.

Series 2004-4 Groups 3 & 5;

   -- Class A affirmed at 'AAA'.

Series 2004-5 Group 1

   -- Class A affirmed at 'AAA';
   -- Class 30-B-3 affirmed at 'BBB'; and
   -- Class 30-B-4 affirmed at 'BB'.

Series 2004-5 Group 3

   -- Class A affirmed at 'AAA';
   -- Class 15-B-1 affirmed at 'AA';
   -- Class 15-B-2 affirmed at 'A';
   -- Class 15-B-3 affirmed at 'BBB';
   -- Class 15-B-4 affirmed at 'BB'; and
   -- Class 15-B-5 affirmed at 'B'.

Series 2004-5 Groups 2 & 4

   -- Class A affirmed at 'AAA';

Series 2004-6 Group 1

   -- Class A affirmed at 'AAA';
   -- Class 1-B-2 affirmed at 'A'; and
   -- Class 1-B-3 affirmed at 'BBB'.

Series 2004-6 Group 2

   -- Class A affirmed at 'AAA'.

Series 2004-7 Groups 1 & 5

-- Class A affirmed at 'AAA';
-- Class 30-B-1 affirmed at 'AA';
-- Class 30-B-2 affirmed at 'A';
-- Class 30-B-3 affirmed at 'BBB';
-- Class 30-B-4 affirmed at 'BB'; and
-- Class 30-B-5 affirmed at 'B'.

Series 2004-7 Groups 2 & 4

   -- Class A affirmed at 'AAA'; and
   -- Class X-B-3 affirmed at 'BBB'.

Series 2004-7 Groups 3, 6 & 7

   -- Class A affirmed at 'AAA'.

Series 2004-8 Group 2

   -- Class A affirmed at 'AAA'.

Series 2004-8 Group 5

   -- Class A affirmed at 'AAA'.

Series 2004-8 Groups 1, 3 & 4

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

Series 2004-9 Group 1

   -- Class A affirmed at 'AAA';
   -- Class 30-B-1 affirmed at 'AA';
   -- Class 30-B-2 affirmed at 'A';
   -- Class 30-B-3 affirmed at 'BBB';
   -- Class 30-B-4 affirmed at 'BB'; and
   -- Class 30-B-5 affirmed at 'B'.

Series 2004-9 Group 2

   --Class A affirmed at 'AAA';
   --Class 15-B-1 affirmed at 'AA';
   --Class 15-B-2 affirmed at 'A'; and
   --Class 15-B-3 affirmed at 'BBB'.

Series 2004-9 Group 3

   -- Class A affirmed at 'AAA'.

Series 2004-10 Group 1

   -- Class A affirmed at 'AAA';
   -- Class 30-B-1 affirmed at 'AA';
   -- Class 30-B-2 affirmed at 'A';
   -- Class 30-B-3 affirmed at 'BBB';
   -- Class 30-B-4 affirmed at 'BB'; and
   -- Class 30-B-5 affirmed at 'B'.

Series 2004-10 Group 2

   -- Class A affirmed at 'AAA';
   -- Class 15-B-1 affirmed at 'AA';
   -- Class 15-B-2 affirmed at 'A';
   -- Class 15-B-3 affirmed at 'BBB';
   -- Class 15-B-4 affirmed at 'BB'; and
   -- Class 15-B-5 affirmed at 'B'.

Series 2004-11 Groups 1, 3 & 4

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

Series 2004-11 Group 2

   -- Class A affirmed at 'AAA';
   -- Class 2-B-3 affirmed at 'BBB'; and
   -- Class 2-B-4 affirmed at 'BB'.

Series 2004-11 Group 5

   -- Class A affirmed at 'AAA'.

Series 2004-A

   -- Class A affirmed at 'AAA';
   -- Class B-1 upgraded from 'AA' to 'AA+';
   -- Class B-2 upgraded from 'A' to 'A+';
   -- Class B-3 upgraded from 'BBB' to 'BBB+'; and
   -- Class B-4 affirmed at 'BB'.

Series 2004-B

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

Series 2004-C

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

Series 2004-D

-- Class A affirmed at 'AAA';
-- Class B-1 affirmed at 'AA';
-- Class B-2 affirmed at 'A'; and
-- Class B-3 affirmed at 'BBB+'.


Series 2004-E

   -- Class A affirmed at 'AAA';
   -- Class B-2 affirmed at 'A'; and
   -- Class B-3 affirmed at 'BBB'.

Series 2004-G

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-4 affirmed at 'BB'; and
   -- Class B-5 affirmed at 'B'.

Series 2004-H

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

Series 2004-I

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

Series 2004-J

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

Series 2004-K

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

Series 2004-L

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

Series 2005-1 Group 1

   -- Class A affirmed at 'AAA';
   -- Class 30-B-1 affirmed at 'AA';
   -- Class 30-B-2 affirmed at 'A';
   -- Class 30-B-3 affirmed at 'BBB';
   -- Class 30-B-4 affirmed at 'BB'; and
   -- Class 30-B-5 affirmed at 'B'.

Series 2005-1 Group 2

   -- Class A affirmed at 'AAA';
   -- Class 15-B-1 affirmed at 'AA';
   -- Class 15-B-2 affirmed at 'A';
   -- Class 15-B-4 affirmed at 'BB'; and
   -- Class 15-B-5 affirmed at 'B'.

Series 2005-2

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

Series 2005-3 Group 1

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

Series 2005-3 Group 2

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

Series 2005-4

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

Series 2005-5 Group 1

   -- Class A affirmed at 'AAA';
   -- Class 30-B-1 affirmed at 'AA';
   -- Class 30-B-2 affirmed at 'A';
   -- Class 30-B-3 affirmed at 'BBB';
   -- Class 30-B-4 affirmed at 'BB'; and
   -- Class 30-B-5 affirmed at 'B'.

Series 2005-5 Group 2

   -- Class A affirmed at 'AAA';
   -- Class 15-B-1 affirmed at 'AA'; and
   -- Class 15-B-2 affirmed at 'A'.

Series 2005-6 Group 1

   -- Class A affirmed at 'AAA';
   -- Class 30-B-1 affirmed at 'AA';
   -- Class 30-B-2 affirmed at 'A';
   -- Class 30-B-3 affirmed at 'BBB';
   -- Class 30-B-4 affirmed at 'BB'; and
   -- Class 30-B-5 affirmed at 'B'.

Series 2005-6 Group 2

   -- Class A affirmed at 'AAA';
   -- Class 15-B-1 affirmed at 'AA';
   -- Class 15-B-2 affirmed at 'A';
   -- Class 15-B-3 affirmed at 'BBB';
   -- Class 15-B-4 affirmed at 'BB'; and
   -- Class 15-B-5 affirmed at 'B'.

Series 2005-7

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

Series 2005-8

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

Series 2005-10

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

Series 2005-11

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

Series 2005-12

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

Series 2005-A

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

Series 2005-B

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

Series 2005-C

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

Series 2005-D

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

Series 2005-E

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

Series 2005-F

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

Series 2005-G

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

Series 2005-H

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

Series 2005-I

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

Series 2005-J

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

Series 2005-K

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

Series 2005-L

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


The collateral in the aforementioned transactions consists of
30- and 15-year adjustable- and fixed-rate mortgages secured by
conventional, fixed-rate, fully amortizing, first-lien, one- to
four-family residential properties.  Banc of America Mortgage
Securities, Inc. deposited the loans into the trusts, which issued
the certificates, and is also the servicer for all transactions.
Transactions with a number in their series name comprise of fixed-
rate loans, and transactions with a letter in their series name
comprise of adjustable-rate loans.

The affirmations reflect a satisfactory relationship of credit
enhancement (CE) to future expected losses, and affect
approximately $18.71 billion in outstanding certificates.  The
upgrades reflect an improvement in the relationship between CE and
future expected losses in addition to the doubling of CE levels
since origination, and affect approximately $14.45 million in
outstanding certificates.

For fixed-rate 2004 vintage transactions, the pool factors range
from 20.6% to 78.8%, and are seasoned in a range of 25 months to
36 months.

For adjustable-rate 2004 vintage, the pool factors range from
approximately 44.2% to 71.2%, and are seasoned in a range of 25
months to 36 months.

For fixed-rate 2005 vintage transactions, the pool factors range
from approximately 74.7% to 94.7%, and are seasoned in range of 13
months to 24 months.

For adjustable-rate 2005 vintage transactions, the pool factors
range from approximately 72.1% to 91%, and are seasoned in a range
of 13 months to 24 months.


BANK OF AMERICA: Fitch Holds Junk Rating on $6.5MM Class P Certs.
-----------------------------------------------------------------
Fitch ratings upgrades First Union National Bank - Bank of America
Commercial Mortgage Trust pass-through certificates, series
2001-C1 as:

   -- $13.1 million class F to 'AAA' from 'A+';
   -- $26.2 million class G to 'AA' from 'A'; and
   -- $16.4 million class H to 'A+' from 'A-'.

Affirmed:

   -- $769.1 million class A-2 at 'AAA';
   -- $58.2 million class A-2F at 'AAA';
   -- Interest-only classes IO-I, IO-II and IO-III at 'AAA';
   -- $52.3 million class B at 'AAA';
   -- $26.2 million class C at 'AAA';
   -- $26.2 million class D at 'AAA';
   -- $16.4 million class E at 'AAA';
   -- $19.6 million class J at 'BBB+';
   -- $16.4 million class K at 'BBB-';
   -- $13.1 million class L at 'BB+';
   -- $6.5 million class M at 'BB';
   -- $9.8 million class N at 'B+';
   -- $13.1 million class O at 'B'; and
   -- $6.5 million class P at 'CCC/DR2'.

Fitch does not rate the $1.7 million class Q.  The class A-1
certificates are paid in full.

The upgrades are the result of additional paydown and defeasance
since Fitch's last rating action in July 2006.  Since issuance,
39 loans (27.5%) have defeased, including the two credit assessed
loans, the Cornerstone portfolio and the RFS Hotel portfolio.  As
of the February 2007 distribution date, the transaction has paid
down 16.6% since issuance to $1.09 billion from $1.3 billion.  The
transaction remains diverse with the top five loans representing
less than 14.6% of pool.

There is currently one loan (0.2%) in special servicing and no
losses are expected.  The loan is secured by a multifamily
property located in New Orleans, Louisiana.  The loan is current
and the borrower has completed the re-roofing, siding and interior
demolition of the hurricane-damaged units.  The borrower has
contracted to renovate the interior finish-out on the damaged
units and the work is expected to be completed by May 2007.


BEAR STEARNS: Fitch Holds Rating on $4.6 Mil. Class O Certs. at B-
------------------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Inc. Trust pass-through certificates, series 2006-PWR11, as:

   -- $100.6 million class A-1 at 'AAA';
   -- $93.7 million class A-2 at 'AAA';
   -- $44.8 million class A-3 at 'AAA';
   -- $90.3 million class A-AB at 'AAA';
   -- $830.8 million class A-4 at 'AAA';
   -- $131.3 million class A-1A at 'AAA';
   -- $185.9 million class A-M at 'AAA';
   -- $146.4 million class A-J at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $37.2 million class B at 'AA';
   -- $23.2 million class C at 'AA-';
   -- $27.9 million class D at 'A';
   -- $18.6 million class E at 'A-';
   -- $20.9 million class F at 'BBB+';
   -- $18.6 million class G at 'BBB';
   -- $23.2 million class H at 'BBB-';
   -- $7.0 million class J at 'BB+';
   -- $7.0 million class K at 'BB';
   -- $7.0 million class L at 'BB-';
   -- $2.3 million class M at 'B+';
   -- $4.6 million class N at 'B'; and
   -- $4.6 million class O at 'B-'.

Fitch does not rate the $23.2 million class P certificates.

The rating affirmations reflect stable performance and limited
amortization since issuance.  As of the February 2007 distribution
date, the transaction has paid down 0.6% to $1.85 billion from
$1.89 billion at issuance.  There are no delinquent or specially
serviced loans.

Fitch reviewed the SBC - Hoffman Estates loan (5.31%), the largest
credit assessed loan in the transaction.  The loan is
collateralized by a 1.7 million square foot office property
located in Hoffman Estates, Illinois , and is 100% occupied by SBC
Services, Inc. on a triple net lease.  The loan is guaranteed by
SBC Communications, Inc., which has a long-term debt rating of 'A'
by Fitch.  Based on their stable performance the transactions
three credit assessed loans maintain investment grade credit
assessments.


BRODERICK CDO: S&P Rates $4 Million Class E Notes at BB+
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Broderick CDO 3 Ltd./Broderick CDO 3 Corp.'s
$1.494 billion floating-rate notes.

The preliminary ratings are based on information as of
Feb. 26, 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 each class of rated notes and by the preferred shares;

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

     -- The excess spread and overcollateralization provided by
        the assets; and

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

                      Broderick CDO 3 Ltd.
                      Broderick CDO 3 Corp.
   
   Class                      Rating                  Amount
   -----                      ------              ---------------
   A-1                        AAA                    $750,000,000
   A-2                        AAA                    $225,000,000
   A-3*                       AAA                    $318,750,000
   A-4                        AAA                     $56,250,000
   A-5                        AAA                     $92,000,000
   B                          AA                      $28,000,000
   C                          A                       $10,000,000
   D                          BBB                     $10,000,000
   E                          BB+                      $4,000,000
   Preference shares          NR                       $6,000,000
   
   * The class A-3 notes are delayed-draw notes and will be
     partially funded at closing.  The class A-3 noteholders will
     receive a commitment fee on any unfunded amount of the notes.

                        NR -- Not rated.


BUILDING MATERIALS: S&P Rates $325 Million Senior Notes at B
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior secured
debt rating and '5' recovery rating to the $325 million senior
secured notes due 2015 of Building Materials Corp. of America.  
The notes are to be issued under Rule 144a without registration
rights.  The '5' indicates the likelihood of negligible recovery
of principal in the event of a payment default.

Proceeds from the notes will be used to repay the $325 million
bridge loan incurred in connection with the company's merger
agreement with ElkCorp.

Upon completion of the transaction, BMCA will have about
$1.8 billion of debt, adjusted for operating leases.

The ratings on Wayne, New Jersey-based BMCA incorporate the narrow
focus of the company's product line, the company's vulnerability
to petroleum-based raw-material costs, its competitive industry,
its aggressive debt leverage measures, certain legal risks
associated with the bankruptcy proceedings of parent company G-I
Holdings Inc., and the related asbestos litigation pending against
BMCA.  These factors are tempered by the company's position as a
significant U.S. producer of asphalt roofing materials, favorable
re-roofing market conditions, and the company's satisfactory
liquidity and discretionary cash flow.

Ratings List:

   * Building MatSerials Corp. of America

      -- Corporate Credit Rating at BB-/Stable/

Rating Assigned:

   * Building MatSerials Corp. of America

      -- Senior Secured at B, Recovery Rating:5


C-BASS: Fitch Affirms Low-B Ratings on 21 Certificate Classes
-------------------------------------------------------------
Fitch has affirmed 236, upgraded 16, downgraded 2, and placed 2
classes on Rating Watch Negative from the following Credit Based
Asset Servicing and Securitization LLC issues:

Series 1998-1 Group 1:

   --Classes 1A, 1B and 1X affirmed at 'AAA';
   --Class 1C affirmed at 'AAA';
   --Class 1D affirmed at 'AA';
   --Class 1E affirmed at 'A'.

Series 1999-CB1 Group 1:

   --Classes 1A and 1A-PO affirmed at 'AAA';
   --Class 1M-1 affirmed 'AAA';
   --Class 1M-2 affirmed at 'AA';
   --Class 1M-3 affirmed at 'A'.

Series 1999-CB2 Group 1:

   --Classes 1A, 1A-PO and 1A-IO affirmed at 'AAA';
   --Class 1M-1 affirmed 'AAA';
   --Class 1M-2 affirmed at 'AA';
   --Class 1M-3 affirmed at 'A';
   --Class 1B-1 affirmed at 'BB';
   --Class 1B-2 affirmed at 'B'.
   
Series 2001-CB2:

   --Class M-1 affirmed at 'AAA';
   --Class M-2 upgraded to 'AAA' from 'AA+';
   --Class B-1 upgraded to 'AA-' from 'A';
   --Class B-2 affirmed at 'B'.

Series 2001-CB3:

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

Series 2001-CB4 Group 1:

   --Class IA-1 affirmed at 'AAA';
   --Class IM-1 affirmed at 'AA';
   --Class IM-2 affirmed at 'A';
   --Class IB-1 affirmed at 'BBB'.

Series 2001-CB4 Group 2:

   --Class IIM-2 affirmed at 'AA-';
   --Class IIB-1 affirmed at 'A'.

Series 2002-CB1

   --Class M-2 upgraded to 'AA' from 'AA-';
   --Class B-1 upgraded to 'A' from 'BBB';
   --Class B-2 affirmed at 'BB'.

Series 2002-CB2:

   --Classes A-1 and A-2 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class B-1 affirmed at 'BB+';
   --Class B-2 affirmed at 'BB'.

Series 2002-CB3:

   --Class M-1 affirmed at 'AAA';
   --Class M-2 upgraded to 'AA+' from 'AA';
   --Class B-1 upgraded to 'A' from 'BBB';
   --Class B-2 upgraded to 'BBB' from 'BBB-';
   --Class B-3 affirmed at 'B'.

Series 2002-CB4:

   --Series AV-1 and AF-4 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA+'
   --Class M-2 affirmed at 'AA-';
   --Class B-1 affirmed at 'A-';
   --Class B-2 affirmed 'BBB';
   --Class B-3 affirmed at 'BB'.

Series 2002-CB5:

   --Series AV-2 and AF-3 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class B-1 affirmed at 'BB';
   --Class B-2 rated 'BB-' is placed on Rating Watch Negative;
   --Class B-3 rated 'B+' is placed on Rating Watch Negative.

Series 2002-CB6:

   --Class M-1 upgraded to 'AA+' from 'AA';
   --Class M-2V and M-2F upgraded to 'A+' from 'A';
   --Class B-1 affirmed at 'BBB';
   --Class B-2 downgraded to 'BB-' from 'BBB-';
   --Class B-3 downgraded to 'B+' from 'BB'.

Series 2003-CB1:

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

Series 2003-CB2:

   --Class AF-3 affirmed at 'AAA';
   --Class M-1 upgraded to 'AA+' from 'AA';
   --Class M-2 affirmed at 'A';
   --Class B-1 affirmed at 'BBB';
   --Class B-2 affirmed at 'BBB-'.

Series 2003-CB3:

   --Class AF-1 affirmed at 'AAA';
   --Class M-1 upgraded to 'AA+' from 'AA';
   --Class M-2 upgraded to 'A+' from 'A';
   --Class B-1 affirmed at 'BBB+';
   --Class B-2 affirmed at 'BBB';
   --Class B-3 affirmed at 'BBB-'.

Series 2003-CB4:

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

Series 2003-CB5:

   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'A-';
   --Class B-1 affirmed at 'BBB+';
   --Class B-2 affirmed at 'BBB';
   --Class B-3 affirmed at 'BBB-'.

Series 2003-CB6:

   --Classes AF-5 and AF-6 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'A-';
   --Class M-4 affirmed at 'BBB+';
   --Class M-5 affirmed at 'BBB'.

Series 2004-CB1:

   --Class AF-1 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'A-';
   --Class B-1 affirmed at 'BBB+';
   --Class B-2 affirmed at 'BBB';
   --Class B-3 affirmed at 'BBB-';
   --Class B-4 affirmed at 'BB'.

Series 2004-CB2:

   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'A-';
   --Class B-1 affirmed at 'BBB+';
   --Class B-2 affirmed at 'BBB';
   --Class B-3 affirmed at 'BBB-';
   --Class B-4 affirmed at 'BB-'.

Series 2004-CB3:

   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'A-';
   --Class B-1 affirmed at 'BBB+';
   --Class B-2 affirmed at 'BBB';
   --Class B-3 affirmed at 'BBB-';
   --Class B-4 affirmed at 'BB'.

Series 2004-CB5:

   --Class AV-3 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A+';
   --Class M-3 affirmed at 'A';
   --Class B-1 affirmed at 'A-';
   --Class B-2 affirmed at 'BBB+';
   --Class B-3 affirmed at 'BBB';
   --Class B-4 affirmed at 'BBB-'.

Series 2004-CB6:

   --Classes AF-2, AF-3 and AF-4 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'A-';
   --Class B-1 affirmed at 'BBB+';
   --Class B-2 affirmed at 'BBB';
   --Class B-3 affirmed at 'BBB-';
   --Class B-4 affirmed at 'BB'.

Series 2004-CB7:

   --Classes AF-3, AF-4, AF-5, AV-1 and AV-2C affirmed at 'AAA';
   --Class M-1 affirmed at 'AA+';
   --Class M-2 affirmed at 'A+';
   --Class M-3 affirmed at 'A';
   --Class B-1 affirmed at 'A';
   --Class B-2 affirmed at 'A-';
   --Class B-3 affirmed at 'BBB+';
   --Class B-4 affirmed at 'BBB-'.

Series 2004-CB8:

   --Classes AF-2, AF-3, AF-4 and AV-1 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'A';
   --Class B-1 affirmed at 'A-';
   --Class B-2 affirmed at 'BBB+';
   --Class B-3 affirmed at 'BBB';
   --Class B-4 affirmed at 'BB'.

Series 2005-CB1:

   --Classes AF-2, AF-3, AF-4, AV-2 and AV-3 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'A-';
   --Class B-1 affirmed at 'BBB+';
   --Class B-2 affirmed at 'BBB';
   --Class B-3 affirmed at 'BBB-';
   --Class B-4 affirmed at 'BB+';
   --Class B-5 affirmed at 'BB'.

Series 2005-CB2:

   --Classes AF-2, AF-3, AF-4 and AV-2 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'A-';
   --Class B-1 affirmed at 'BBB+';
   --Class B-2 affirmed at 'BBB';
   --Class B-3 affirmed at 'BBB-';
   --Class B-4 affirmed at 'BB+';
   --Class B-5 affirmed at 'BB'.

Series 2005-CB3:

   -- Classes AF-1A, AF-1B, AF-1C, AF-2, AF-3, AF-4, AV-2 and AV-3
      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 B-1 affirmed at 'A-';
   
   --Class B-2 affirmed at 'BBB+';
   
   --Class B-3 affirmed at 'BBB+';
   
   --Class B-4 affirmed at 'BBB';
   
   --Class B-5 affirmed at 'BB+';
   
   --Class B-6 affirmed at 'BB'.

Series 2005-CB5:

   -- Classes AF-1, AF-2, AF-3, AF-4, AV-1, AV-2 and AV-3 affirmed
      at 'AAA';

   --Class M-1 affirmed at 'AA+';
   
   --Class M-2 affirmed at 'AA';
   
   --Class M-3 affirmed at 'AA-';
   
   --Class M-4 affirmed at 'A+';
   
   --Class M-5 affirmed at 'A';
   
   --Class M-6 affirmed at 'A-';
   
   --Class B-1 affirmed at 'BBB+';
   
   --Class B-2 affirmed at 'BBB+';
   
   --Class B-3 affirmed at 'BBB';
   
   --Class B-4 affirmed at 'BBB-';
   
   --Class B-5 affirmed at 'BB+';
   
Series 2005-CB6:

   --Classes A-1, A-2, A-3 and A-4 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA+';
   --Class M-2 affirmed at 'AA+';
   --Class M-3 affirmed at 'AA+';
   --Class M-4 affirmed at 'AA';
   --Class M-5 affirmed at 'AA-;
   --Class M-6 affirmed at 'A+';
   --Class B-1 affirmed at 'A';
   --Class B-2 affirmed at 'A-':
   --Class B-3 affirmed at 'BBB+;
   --Class B-4 affirmed at 'BBB';
   --Class B-5 affirmed at 'BBB-'.

Series 2005-CB7

   --Classes AF-1, AF-2, AF-3 and AF-4 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA+';
   --Class M-2 affirmed at 'AA+';
   --Class M-3 affirmed at 'AA+';
   --Class M-4 affirmed at 'AA';
   --Class M-5 affirmed at 'AA-';
   --Class M-6 affirmed at 'A+;
   --Class B-1 affirmed at 'A';
   --Class B-2 affirmed at 'A-';
   --Class B-3 affirmed at 'BBB+;
   --Class B-4 affirmed at 'BBB';
   --Class B-5 affirmed at 'BBB-'.


The affirmations reflect adequate relationships of credit
enhancement (CE) to future loss expectations and affect
approximately $2.5 billion of outstanding certificates.  The
upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect approximately $170 million in
outstanding certificates.  The classes with negative rating
actions and the classes placed on Rating Watch Negative reflect
the deterioration in the relationship of CE to future loss
expectations and affect approximately $3 million of outstanding
certificates.

The collateral for 1998 and 1999 vintage trusts consists primarily
of mortgage loans insured by FHA or partially guaranteed by VA and
sub-performing and re-performing mortgage loans.

The collateral for the 2001 and 2002 vintage series is primarily
first liens extended to sub-prime borrowers and contains a small
amount of FHA/VA loans and sub-performing and re-performing loans,
with the exception of series 2001-CB4, which consists of second
and third liens extended to sub-prime borrowers with a small
percentage of sub-performing loans at origination.

The collateral for the 2003, 2004 and 2005 vintage series consists
primarily of first liens extended to sub-prime borrowers with
minimal percentages of FHA/VA loans and sub and re-performing
loans.

The upgraded classes in series 2001-CB2, 2001-CB3, 2002-CB1, and
2002-CB3 benefit from failing loss triggers which have allowed the
classes to continue to build CE as a percentage of the remaining
pool balance, in some case growing to eight times the original
enhancement level.  The upgrades for series 2003-CB2, 2003-CB3 and
2003-CB4 are a result of excess spread continuously exceeded
losses leading to stable OC performance for each of the trusts.

After substantial OC release and subordinate certificate payments
following the stepdown date, Series 2002-CB6 delinquency trigger
has been breached for the past seven months and the subordinate
certificates have not received principal.  This principal lockout
has allowed the CE for the mezzanine bonds M-1 and M-2 to grow to
as much as eight times the original CE amount regardless of the
several months of OC depletion.  However, the depletion of OC due
to losses exceeding excess spread increased the credit risk of the
subordinate bonds B-2 and B-3.  This performance has led Fitch to
upgrade the mezzanine bonds and downgrade the subordinate bonds.
Fitch will continue to monitor these bonds.

Fitch has placed the class B-2 and the class B-3 from series
2002-CB5 on Rating Watch Negative pending an expected recovery to
the trust.  Once the recovery is posted to the trust, Fitch will
review these bonds again to analyze the impact it will have on the
trust in relation to future performance.  These certificates had
also received substantial principal payments following the
stepdown date.

All the above transactions are being serviced by Litton Loan
Servicing LP, which is Rated 'RPS1' by Fitch.  'RPS1' is the
highest servicer rating available by Fitch.


CALPINE CORP: Entities Oppose $5 Billion DIP Refinancing
--------------------------------------------------------
Several entities ask the Honorable Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York to deny
Calpine Corporation and its debtor-affiliates' request for a
$5,000,000,000 replacement financing:

   1. Wilmington Trust Company, acting solely in its capacity as
      collateral agent for the Amended and Restated Credit
      Agreements, dated March 23, 2004, between Debtor Calpine
      Generating Company, LLC, and a syndicate of banks and
      financial institutions;

   2. The Bank of Nova Scotia, as Administrative Agent, under the
      Credit Agreements;

   3. Beal Bank Nevada, formerly known as Beal Savings Bank, one
      of the secured lenders in the $600,000,000 First Priority
      Secured Institutional Term Loans Due 2009, issued by
      CalGen;

   4. WTC, acting solely in its capacity as successor CalGen
      First Lien Administrative Agent;

   5. Wilmington Trust FSB, acting solely in its capacity as
      CalGen First Lien Trustee;

   6. HSBC Bank USA, National Association, as Indenture Trustee
      for the holders of the $640,000,000 Second Priority Secured
      Floating Rate Notes Due 2010 issued by CalGen;

   7. The Bank of New York, as successor Administrative Agent,
      for the holders of the $100,000,000 Second Priority Secured
      Institutional Term Loans Due 2010;

   8. The Official Committee of Second Lien Debtholders; and

   9. Manufacturers & Traders Trust Company, as Indenture
      Trustee, under the Third Priority Secured Floating Rates
      Notes due 2011 and 11-1/2% Third Priority Secured Notes due
      2011.

The Creditors object to the Debtors' request to pay the CalGen
Secured Debt in full without paying the default interest and
Make-Whole Premium.  The Creditors contend that under the Credit
and Guarantee Agreements, the Debtors cannot voluntarily prepay
the CalGen Secured Debt until:

      (i) April 1, 2007, for the First Lien Debt;
     (ii) April 1, 2008, for the Second Lien Debt; and
    (iii) April 1, 2011, for the Third Lien Debt.

If the CalGen Secured Debt is paid before the prepayment dates,
the Debtors will have to pay substantial secured damages claims
and interest, the Creditors say.

The Credit Agreements also provide for default interest as a
contractual right and, according to the Creditors, the Court need
only determine whether the default rate is so high as to disrupt
the equities of the Debtors' bankruptcy proceedings.  The
Debtors, however, cannot make a showing that the default rate
under the Credit Agreement is very high because it is only 2%
higher than the non-default contract rate and is consistent with
other similar commercial loans, the Creditors contend.

The Creditors also point out that CalGen is solvent, thus the
CalGen Secured Debt is over-secured and CalGen can pay the
Secured Debt in full.  The law provides that:

   (a) creditors of a solvent debtor are entitled to recover
       the full measure of breach of contract damages provided
       under applicable state law; and

   (b) a solvent debtor may not produce a windfall for its
       equityholders by exploiting the provisions of the
       Bankruptcy Code to eliminate its creditors' rights and
       claims.

The Creditors maintain that the Debtors' proposed repayment of
the CalGen Secured Debt is a "voluntary" payment and falls
squarely within the no-call provision under the Credit Agreement.

Mark R. Somerstein, Esq., at Ropes & Gray, LLP, in New York,
counsel to HSBC and BNY, asserts that "courts have consistently
held that any 'acceleration' of debt triggered by a debtor's
voluntary Chapter 11 filing does not render that debtors'
subsequent decision to pay that debt 'involuntary' and does not
eliminate the resulting contractual damage claims and premiums."

The Creditors argue that if the Court disregards the "no-call"
provision and permits the Debtors to pay the CalGen Secured Debt
in full before the proposed payment dates, they are entitled to
payment of the full amount of the Make-Whole Premium, plus
accrued interest at the non-default rate.  The Agents and
Indenture Trustees also assert that they are entitled to payment
of their fees and expenses and that of their professionals.

               Wilmington Trust Seeks Clarification

Wilmington Trust Company, acting solely in its capacity as
collateral agent, seeks clarification regarding the preservation
and maintenance of the liens it currently holds on behalf of the
CalGen Senior Secured Obligations.

The Collateral Agent contends that the Replacement Financing
Motion does not clearly:

   -- confirm that the Liens will continue on all assets against
      certain Debtors as originally granted under the CalGen
      Senior Secured Documents to secure all amounts that may be
      due on the CalGen Senior Secured Obligations, including
      without limitation, make-whole premiums, contract damages,
      professional fees, default interest and other amounts
      provided for in the CalGen Senior Secured Documents; and

   -- provide for the timely payment of its continuing fees and
      expenses for its ongoing role given the fact that the
      Replacement Financing anticipates that the Liens will
      continue.

The Collateral Agent asserts that its Liens must continue in
place, and may not be altered, until all of the CalGen Senior
Secured Obligations are paid, regardless of whether particular
claims are allowed in the Debtors' bankruptcy cases as
contractually agreed on the Collateral Trust Agreement and the
Security Agreement.

The Collateral Agent asks the Court to determine that any order
approving the Replacement Financing Motion must confirm that its
Liens will continue as first priority liens senior to those of
any DIP refinancing.

        Second Lien Noteholders Not Adequately Protected

The Second Lien Debt consists of approximately $3,650,000,000 of
debt secured by a second priority lien on substantially all of
the Debtors' assets, Alan W. Kornberg, Esq., at Paul, Weiss,
Rifkind, Wharton & Garrison, LLP, in New York, reminds the Court.

As of the Petition Date, the only debt senior to the Second Lien
Debt was a $646,000,000 First Lien Debt.  After the Petition
Date, the Debtors obtained a $2,000,000,000 DIP Facility, a
portion of which was used to repay the First Lien Debt.

Mr. Kornberg notes that the Debtors provided the Second Lien
Noteholders with extensive adequate protection when they were
primed by the first $2,000,000,000 of DIP priming liens.  Yet,
the Debtors now offer no additional protection to the Second Lien
Noteholders for the massive additional diminution in the value of
their collateral that will result from the Replacement Financing,
Mr. Kornberg says.

The Second Lien Noteholders Committee argues that the Replacement
Financing will not benefit the Second Lien Noteholders.  In fact,
the Second Lien Noteholders' collateral may very well be
subsidizing the payment of the CalGen Secured Debt because the
Debtors will be leveraging the assets of the solvent Debtors to
pay lenders of the insolvent Debtors, Mr. Kornberg says.

Mr. Kornberg also points out that:

   (a) The Debtors' expectation to realize approximately
       $100,000,000 in annual savings by using the lower interest
       rate in the Replacement Financing to repay the higher
       interest rate of the Existing DIP Facility and the CalGen
       Secured Debt is mere speculation because there has been no
       determination whether the Debtors will be required to pay
       massive make-whole amounts on the CalGen Secured Debt
       being repaid;

   (b) The purpose of the Debtors' request to further subordinate
       the Second Lien Debt up to an additional $2,000,000,000 is
       not disclosed.  The Debtors stated that the additional
       subordination is to refinance unspecified "secured"
       project debt and $484,000,000 of debt;

   (c) The Debtors' request to use the DIP collateral, without
       restriction or limitation, as "hedging" collateral would
       subject the Second Lien Noteholders to being primed by
       "the great unknown," to support hedging obligations, which
       are not capped in any way; and

   (e) The Debtors have assumed that the Second Lien Debt is
       fully secured.  If true, the Second Lien Noteholders will
       not benefit from any savings from the Replacement
       Financing, rather savings will inure to the benefit of
       junior creditors.  If the Debtors are wrong, then they
       have undermined the Second Lien Noteholders' collateral
       package with no corresponding benefit to the Second Lien
       Noteholders, Mr. Kornberg avers.

Mr. Kornberg clarifies that the primary collateral securing the
Second Lien Debt is the Geysers Project, not CalGen.  The
Replacement Financing would encumber the valuable Geyser assets
with an additional $3,000,000,000 of debt while the Debtors use
the proceeds to repay the CalGen Secured Debt.  Getting "closer"
to the CalGen assets does not add to or protect the Second Lien
Noteholders' liens, Mr. Kornberg maintains.

On the contrary, a transaction would put the Second Lien
Noteholders at risk because the CalGen Lenders would be paid in
full before plan confirmation whether they are under- or
unsecured, Mr. Kornberg adds.

Hence, the Second Lien Noteholders Committee asks the Court to
deny the request for a replacement financing because the Debtors
have failed to provide adequate protection to the Second Lien
Noteholders.

                    Committees Support Debtors

The Official Committee of Unsecured Creditors and the Official
Committee of Equity Security Holders agree that entering into the
Replacement Financing at this time will enable the Debtors to:

   (a) save approximately $60,000,000 to $100,000,000 annually in
       interests upon the repayment of the CalGen Secured Debt;

   (b) save approximately $5,000,000 annually in the elimination
       of the burden to pay the fees and expenses of the CalGen
       Lenders' professionals;

   (c) cancel the CalGen Indentures, which restrict their cash
       flow;

   (d) eliminate cash collateral and letter of credit posting
       requirements in connection with their hedging business,
       which reduces their liquidity, constrains their
       participation in the commodities market, and impedes their
       hedging opportunities; and

   (e) increase flexibility in formulating a reorganization plan
       through a simplified capital structure.

The Committees also agree that the "no-call" provisions of the
CalGen Indentures do not preclude the Debtors from repaying the
CalGen Secured Debt at this time and, based on the express terms
of the CalGen Indentures, the proposed repayment of the CalGen
Secured Debt does not require the payment of any premium or other
penalty.

The Committees assert that although the Refinancing Facility
modifies the collateral structure of the current DIP facility,
the Second Lien Noteholders will be no less secured under the
Refinancing Facility than they are under the current collateral
structure, and the Noteholders' current stream of adequate
protection payments will continue to be honored in accordance
with prior Court orders.

Thus, the Committees ask the Court to grant the Debtors' request
for a replacement financing.

                    About Calpine Corporation

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


CALPINE CORP: Elects Yvonne A. McIntyre as Vice President
---------------------------------------------------------
Calpine Corporation has named Yvonne A. McIntyre as Vice President
for Federal Legislative Affairs.  In this capacity, Ms. McIntyre,
who is located in Calpine's Washington, D.C. office, is
responsible for developing, managing and implementing the federal
legislative and regulatory strategies for the company and
communicating with members of Congress.  Ms. McIntyre joined
Calpine in 2004 as Director of Federal Legislative Affairs.

"Yvonne is an experienced government and regulatory affairs
advocate for the power sector.  We look forward to her taking
the lead on all legislative matters in Congress, with a particular
focus on energy and environmental legislation," stated Robert
P. May, Calpine's chief executive officer.  "As a leader in
renewable geothermal energy and low-carbon power generation,
Calpine is committed to advocating for legislation to address
global warming while assuring the industry delivers power
to consumers in the most reliable, fuel-efficient and
environmentally responsible manner," he continued.

Ms. McIntyre has served in senior government affairs
positions within the power industry for more than 12 years.  
Prior to joining Calpine, she represented major utilities and
power companies in Washington, D.C. Ms. McIntyre has worked
extensively on matters related to the national energy policy
bill, California/Western energy markets and the Clean Air Act,
and has also worked on tax and other issues relating to the
promotion of renewable fuel technologies.  Ms. McIntyre began her
professional career with Detroit Edison in 1988 as an electrical
engineer working in power plants and distribution systems service
centers.  She holds a degree in Electrical Engineering from
Oakland University and a Master's in Business Administration
from Wayne State University.

                     About Calpine Corporation

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


CALPINE CORP: Wants Dickstein Shapiro as Special Counsel
--------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Dickstein Shapiro, LLP, as their special counsel, pursuant
to Sections 327(e) and 328 of the Bankruptcy Code.

Since October 2001, Dickstein Shapiro has represented the Debtors
in a variety of matters, principally serving as their counsel with
respect to matters pending before the Federal Energy Regulatory
Commission.  Dickstein has also represented the Debtors in its
bankruptcy cases as an ordinary course professional.

Currently, Dickstein is representing the Debtors in connection
with on-going FERC proceedings relating to the existing
Reliability-Must-Run Agreements between the Debtors and the
California Independent System Operator Corporation.  Dickstein
also is advising the Debtors regarding compensation under the
Federal Power Act and California Public Utilities Commission
orders for newly required Resource Adequacy contracts.

As special counsel, Dickstein will continue to represent the
Debtors with respect to the FERC-related matters; and continue
to assist them in connection with the prosecution, negotiation
and ultimate settlement of pending FERC proceedings and the
negotiation, drafting and implementation of valuable Resource
Adequacy contracts as well as other related regulatory matters
that may arise before the FERC.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in New York,
says Dickstein's representation of the Debtors involves:

   -- negotiations with multiple parties regarding settlement of
      on-going disputes;

   -- preparation and defense of rate filings made at FERC with
      respect to compensation under the RMR Agreements during
      2006 and 2007; and

   -- drafting and implementation of Resource Adequacy contracts
      between Debtors and California utilities.  

   -- advising on federal energy regulatory matters that may
      arise under or be related to the RMR Agreements or Resource
      Adequacy contracts.

As of Feb. 21, 2007, the Debtors have paid $305,570 in
fees to Dickstein.  On Feb. 12, 2007, Dickstein filed a fee
application seeking allowance of $146,493 in fees, in excess of
the compensation limitation of OCP Order.  The Debtors expect that
Dickstein will continue billing approximately $50,000 per month
for its services.  Hence, Mr. Seligman says Dickstein will exceed
the aggregate cap of $500,000 imposed by the OCP Order.

The Debtors will pay Dickstein based on its hourly billing rates:

      Professional                     Hourly Rates
      ------------                     ------------
      Partners                          $425-$625
      Associates                        $225-$440
      Paraprofessionals                 $150-$175

The Debtors will also reimburse Dickstein for any necessary out-
of-pocket expenses.

Mark L. Perlis, Esq., a partner at Dickstein, assures the Court
that his firm does not represent any interest adverse to the
Debtors and their estates, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Perlis discloses that his firm received:

   -- $194,842 from the Debtors during the year immediately
      preceding the Petition Date for fees and expenses; and

   -- $14,319 in the ordinary course of the Debtors' business
      during the 90-day period before the Petition Date for fees
      and expenses.

Mr. Perlis further discloses that Dickstein has represented or
currently represents, these creditor in matters unrelated to the
Debtors' bankruptcy proceedings:

   * Angelo Gordon & Co., LP;
   * Credit Suisse First Boston;
   * Dow Chemical Co.;
   * Duke Energy Corp.; and
   * HSBC Bank Canada;
   * KeySpan Energy Corp.;
   * Loews Corporation;
   * Merrill Lynch;
   * Pacific Gas and Electric Co. and PG&E Corp.;
   * Portland Natural Gas Transmission System;
   * Sempra Energy;
   * Siemens AG;
   * Tampa Electric Company/TECO Energy Inc.;
   * Tennessee Valley Authority;
   * TransCanada Pipelines;
   * U.S. Bancorp;
   * Wilmington Trust Company/Wilmington Trust Corp.

                       About Calpine Corp.

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

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

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

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CLEARPOINT BUSINESS: BDO Seidman Raises Going Concern Doubt
-----------------------------------------------------------
BDO Seidman, LLP, in New York City, raised substantial doubt about
the ability of Clearpoint Business Resources, Inc., fka Terra Nova
Acquisition Corp., to continue as a going concern after auditing
the company's consolidated financial statements for the year ended
Dec. 31, 2005.  According to the auditor, the company is required
to consummate a business combination by April 22, 2007.

The company was incorporated in Delaware on July 21, 2004 as a
blank check company whose objective is to acquire an operating
business.  It's initial stockholders purchased 1,200,000 shares of
common stock, $.0001 par value, for $25,000 on July 21, 2004.

The registration statement for the company's initial public
offering was declared effective April 18, 2005.  The Company
consummated the offering on April 22, 2005 and received net
proceeds of approximately $25,594,000.  The amount was net of
registration costs incurred through that date, including $23,500
that had been incurred as at Dec. 31, 2004.

On April 26, 2005 the underwriters exercised their over-allotment
option and the company received net proceeds of approximately
$3,962,400.  The company's management has broad discretion with
respect to the specific application of the net proceeds of this
Offering, although substantially all of the net proceeds of this
Offering are intended to be generally applied toward consummating
a business combination with an operating business.

At Dec. 31, 2006 an amount of $30,481,202 (December 31, 2005 -
$29,305,705 including accrued interest) is being held in an
interest-bearing trust account until the earlier of:

   -- the consummation of a Business Combination; or
   -- liquidation of the company.

Under the agreement governing the Trust Account, funds will only
be invested in U.S. government securities (Treasury Bills) with a
maturity of 180 days or less, or in money market funds meeting
certain conditions under rule 2a-7 promulgated under the
Investment Company Act of 1940.  The remaining net proceeds which
are not held in the Trust Account may be used to pay for business,
legal and accounting due diligence on prospective acquisitions and
continuing general and administrative expenses.

The company has already signed a definitive agreement for a
Business Combination and will submit such transaction for
stockholder approval.  In the event that stockholders owning 20%
or more of the shares sold in the Offering vote against the
Business Combination and exercise their conversion rights, the
Business Combination will not be consummated.

All of the company's stockholders prior to the Offering, including
all of the officers and directors of the company, have agreed to
vote their 1,200,000 founding shares of common stock in accordance
with the vote of the majority in interest of all other
stockholders of the Company with respect to any Business
Combination.  After consummation of a Business Combination, these
voting safeguards will no longer be applicable.

With respect to a Business Combination which is approved and
consummated, any Public Stockholder who voted against the Business
Combination may demand that the company convert his shares.

                       Financial Results

The company earned a net income of $235,552 on zero revenues for
the year ended Dec. 31, 2006, compared to $245,602 on zero
revenues at 2005.  At Dec. 31, 2006, the company's balance sheet
showed $30,548,951 in total assets and $6,581,094 in total
liabilities, resulting in a $23,967,857 stockholders' equity,
compared to total assets of $29,951,090, total liabilities of
$5,983,803, and a stockholders' equity of $23,967,287.

A full-text copy of the company's 2006 Annual Report is available
for free at http://researcharchives.com/t/s?1a5b

                   About Clearpoint Business

Based in Toronto, Ontario, Terra Nova Acquisition Corp. is a blank
check company formed on July 21, 2004 to effect a merger, capital
stock exchange, asset acquisition or other similar business
combination with an operating business.  The company's efforts in
identifying a target business have not been limited to a
particular industry, although it has concentrated on businesses
with high-quality management teams and which are not likely to be
subject to significant low cost competition or rapid technological
change.


COLLINS & AIKMAN: Files Solicitation Versions of Amended Plan
-------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Eastern District of Michigan
solicitation versions of their modified First Amended Joint Plan
and accompanying Disclosure Statement, for the voters' perusal
before casting a ballot.

For a ballot to be counted, it must be received by Kurtzman
Carson Consultants LLC, the solicitation agent, at 12910 Culver
Boulevard, Suite I, Los Angeles, California, no later than
5:00 p.m., Pacific Time, on April 9, 2007.

The Debtors incorporated certain non-material changes to the
Disclosure Statement.  Included is the resignation of Frank E.
Macher from the Board of Directors of Collins & Aikman Corp.,
effective as of Jan. 31, 2007.

The Debtors also added, or modified, these provisions in the
Disclosure Statement and the Plan:

    -- In accordance with the subordination provisions of the
       Senior Subordinated Note Indenture, distributions on
       account of Class 7 Claims will first be distributed to the
       Holders of Allowed Senior Note Claims on a Pro Rata basis
       until the Allowed Senior Note Claims have been paid in
       full;

    -- To the extent that any proceeds of any claim would have
       constituted a litigation trust claim after the effective
       late becomes available before the effective date, the
       Debtors will hold the proceeds in a separate interest-
       bearing account for the benefit of the holders of allowed
       claims entitled to "Litigation Trust Recovery Interests"
       pursuant to the Plan;

    -- Any professional that is entitled pursuant to the Plan or
       a Bankruptcy Court order to receive payment from the
       estates for fees and expenses incurred after the Effective
       Date in connection with the Debtors' Chapter 11 cases may
       be compensated by the post-consummation trust without
       further application to the Bankruptcy Court;

    -- The Litigation Trust and the Post-Consummation Trust will
       maintain customary insurance coverage for the protection
       of persons serving as administrators and overseers of the
       trusts on and after the Effective Date; and

    -- For tax purposes, distributions received in respect of
       allowed claims will be allocated first to the principal
       amount of the Allowed Claims with any excess allocated to
       the accrued unpaid interest.

In addition, the Debtors added a securities class action
complaint filed by Stanley Sved on March 24, 2003, to the section
in the Disclosure Statement providing for various investigations
and litigations involving the Debtors.   The lawsuit, which has
been consolidated with other related actions, alleged violations
by Collins & Aikman and its officers and directors of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934.  

The Debtors also inform creditors that:

    -- the Debtors and General Electric Capital Corp. have
       resumed discovery while settlement discussions continue in
       connection with the Debtors' decision to recharacterize
       the 'master lease agreements' the parties entered into
       beginning in 2001 as sale and financing transactions;

    -- Debtor Dura Convertible Systems, Inc.'s settlement
       agreement with ASC, Inc., has been approved by Judge
       Rhodes.  The settlement arises from ASC's complaint
       against Dura regarding the alleged infringement of four
       patents.

Objections to the confirmation of the Plan must be filed on or
before April 9, 2007, at 5:00 p.m., Pacific Time.  The hearing to
consider the Plan's confirmation is set to begin on April 19,
2007, at 10:00 a.m., Eastern Time.

A copy of the solicitation version of the Amended Disclosure
Statement is available for free at:

            http://ResearchArchives.com/t/s?192e


A copy of the solicitation version of the Debtors' Amended Joint
Plan is available for free at http://ResearchArchives.com/t/s?1a67

                  Additional Exhibits Filed

The Debtors have also filed an amended list of over 14,000
parties to the retained causes of action.

A copy of the amended list of Retained Causes of Action is
available for free at http://ResearchArchives.com/t/s?1a68

                    About Collins & Aikman

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COLLINS & AIKMAN: Files Amended Solicitation Procedures
-------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates filed their
amended Solicitation Procedures, incorporating the order of U.S.
Bankruptcy Court for the Eastern District of Michigan with respect
to the Voting Record Date of Jan. 26, 2007, and the Voting
Deadline of April 9, 2007.

A copy of the Amended Solicitation Procedures is available for
free at http://ResearchArchives.com/t/s?1a69

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COLLINS & AIKMAN: Liquidation Analysis Solicitation Version Filed
-----------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Eastern District of Michigan a
solicitation version of their liquidation analysis in connection
with the Disclosure Statement to their First Amended Joint Plan.

The liquidation analysis did not contain material changes to the
document submitted to the Court on Jan. 24, 2007.  A copy of the
solicitation version of the liquidation analysis is available for
free at http://ResearchArchives.com/t/s?1a6a

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMMONWEALTH EDISON: Warns Ch. 11 Filing if Rates are Rolled Back
-----------------------------------------------------------------
Commonwealth Edison Company, a subsidiary of Exelon Corporation,
discloses in a regulatory filing with the Securities and Exchange
Commission that it may seek chapter 11 protection if a legislation
that proposes to rollback and freeze electricity rates is enacted.

ComEd argues that if rates are rolled back and the rate freeze
period extended for three-years, it would have contractual
obligations to purchase electricity under supplier forward
contracts at prices higher than the rates it would be allowed to
collect from its customers for electricity.

The company has estimated that it could incur operating losses of
approximately $1.4 billion per year ($850 million after taxes) or
more, depending on various factors.

Also, ComEd says that its ability to obtain new financing or
ability to refinance maturing debt instruments in 2007, would be
severely limited due to expected shortfalls in cash flow, likely
further credit downgrades to below investment grade.

ComEd's projected cash shortfall under a rate freeze extension is
anticipated to be approximately $1.4 billion or more in 2007.

                     Consolidated 2006 Results

Exelon and its subsidiaries' net income for the year ended
Dec. 31, 2006, increased to $2.37 million from $1.38 million in
the year ended Dec. 31, 2005.

Operating revenues for the current period also increased to
$15,655 million from $15,357 million in 2005.

Exelon's consolidated balance sheets at Dec. 31, 2006, showed
total assets of $44,319 million, total liabilities of
$34,259 million, and total shareholders' equity of $9,973 million.

Exelon's Dec. 31, 2006 balance sheet also showed negative working
capital with $4,992 million in total current assets available to
pay $5,795 million in total current liabilities.

                      Segmental 2006 Results

ComEd's total revenues for 2006 decreased to $6,101 million
compared to $6,264 million in 2005, due to unfavorable weather
conditions in 2006 compared to 2005.  The demand for electricity
is affected by weather conditions.  Very warm weather in summer
months and very cold weather in other months are referred to as
"favorable weather conditions" because these weather conditions
result in increased sales of electricity. Conversely, mild weather
in non-summer months reduces demand.  In ComEd's service
territory, cooling and heating degree days were 20% and 8% lower,
respectively, than the prior year.

In addition, all ComEd customers have the choice to purchase
energy from a competitive electric generation supplier.  The
choice does not impact the volume of deliveries, but affects
revenue collected from customers related to supplied energy and
generation service.  As of Dec. 31, 2006, one competitive electric
generation supplier had been granted approval to serve residential
customers in the ComEd service territory.  However, they are not
currently supplying electricity to any residential customers.

For 2006 and 2005, 23% and 21%, respectively, of energy delivered
to ComEd's retail customers was provided by competitive electric
generation suppliers.  Most of the customers previously receiving
energy under the power purchase option are now electing either to
buy their power from a competitive electric generation supplier or
from ComEd under bundled rates.

ComEd's net loss for 2006 decreased to $112 million from
$685 million in 2005 due to smaller impairment of goodwill in
2006, lower purchased power expense and one-time benefits
associated with reversing previously incurred expenses as a result
of the July 2006 and December 2006 ICC rate orders partially
offset by lower operating revenues.

               ComEd Residential Rate Stabilization

On Dec. 20, 2006, the ICC approved a residential rate
stabilization program that allows residential customers the choice
to limit the impact of any rate increase over the next three
years.  For customers choosing to participate in the program,
electric rate increases would be capped at 10% in each of 2007,
2008 and 2009.  Costs that exceed the caps would be deferred and
recovered over three years from 2010 to 2012.  Deferred balances
will be assessed an annual carrying charge of 3.25%.  If ComEd's
rate increases are less than the caps in 2008 and 2009, ComEd
would begin to recover deferred amounts up to the caps with
carrying costs.  The order also strongly encouraged, but did not
require, ComEd to make contributions totaling $30 million to
environmental and customer assistance programs.  ComEd is
currently evaluating the request.  The order is subject to
rehearing and appeal.

                          ComEd Rate Case

On July 26, 2006, the ICC issued its order in the Rate Case
approving a revenue increase of approximately $8 million and the
recovery of several items that previously were recorded as
expense.  On December 20, 2006, the ICC approved an amended order
on the rehearing of the Rate Case allowing an additional revenue
increase of approximately $74 million, including a partial return
on the pension asset, for a total rate increase of $83 million.
ComEd and various other parties have appealed the rate order to
the courts.  As a result of the July 26, 2006 ICC rate order,
ComEd recorded an after-tax impairment charge of $776 million
associated with the write-off of goodwill.

A full-text copy of the financial report is available for free at:

               http://researcharchives.com/t/s?1a6d

                About Commonwealth Edison Company

Headquartered in Chicago, Ill., Commonwealth Edison Company's
energy delivery business consists of the purchase and regulated
retail and wholesale sale of electricity and the provision of
distribution and transmission services to retail and wholesale
customers in northern Illinois, including the City of Chicago.
The company was organized in the State of Illinois in 1913 as a
result of the merger of Cosmopolitan Electric Company into the
original corporation named Commonwealth Edison Company, which was
incorporated in 1907.

                          *     *     *

Commonwealth Edison Company's preferred stock carries Moody's Ba2
rating.


CONSOL ENERGY: DBRS Holds BB Rating on Senior Unsecured Debt
------------------------------------------------------------
Dominion Bond Rating Service confirmed the rating of the Senior
Unsecured Debt of CONSOL Energy Inc. at BB with a Stable trend.  
The rating reflects the company's acceptable business profile as
the third-largest coal producer in the United States, behind
Peabody Energy Corporation and Arch Coal Inc.

As is the case with Peabody and Arch, Consol has extensive coal
reserves, amounting to approximately 50 years of production at
current rates.  But Consol's coal operations are less diversified
than for Peabody and Arch, with the majority of the company's
production and reserves located in Northern Appalachia, and
minimal operations in the Powder River Basin (PRB) region of
Wyoming.  Consol's coal production is essentially wholly derived
from underground mining, which is more costly and more susceptible
to production outages than the surface mining that is more common
in the PRB.

While PRB coal is low in energy content relative to Northern
Appalachian coal, it does have a lower level of sulphur, enabling
it to comply with current environmental regulations.  This makes
PRB the fastest-growing coal-production region in the United
States.  However, in the medium to long term, Consol stands to
benefit from the planned roll-out of scrubbers in the United
States, as this should reduce emissions concerns associated with
Northern Appalachian coal and increase its competitiveness.

Consol's earnings improved in 2005 and 2006 despite essentially
flat production, as increases in realized prices more than offset
moderately higher production costs.  The company's stronger
margins result from the expiration of older coal contracts and
their replacement with new contracts at higher pricing.  DBRS
notes that Consol has fixed-priced agreements for approximately
93% and 60% of 2007 and 2008 production respectively.  This leaves
the company only moderately exposed to spot coal prices.  The
company may be slightly affected next year by the current decline
in coal prices across the United States that is attributable to
mild weather patterns and increased inventories.  DBRS notes
that the long-term prospects for coal remain positive, given its
relatively low cost and availability compared with competing
energy sources.

Unlike its primary competitors, Consol's business does not solely
consist of coal operations.  The company also has significant gas
activities that provide diversity and a steady source of free cash
flow to fund the coal business.

Although the company's debt has been materially reduced during the
past few years as a result of improved earnings, Consol's leverage
remains aggressive, constraining the assigned rating.  While gross
debt-to-total capital is moderate at 43%, as of Dec. 31, 2006,
this does not include the substantial underfunded pension and
other post-retirement employee obligations, the servicing costs
of which undermine the Company's earnings.  Additionally, the
company's capex requirements over the medium term will remain
significant as the company seeks to expand gas-production capacity
and increase the efficiency of its coal operations. For these
reasons, DBRS expects the ratings to remain unchanged over the
near to medium term.


DAIMLERCHRYSLER: Plans to Cut 1,000 Salaried Jobs by June 2007
--------------------------------------------------------------
As part of DaimlerChrysler AG's Chrysler Group Recovery and
Transformation Plan, the company has targeted the reduction of
2,000 salaried positions by 2008.

The Chrysler Group intends to reach that target through attrition
and special programs.  The special programs include the following
separation incentive and early retirement packages for non-
bargaining unit, or salaried employees.

The aim of the packages is to reach the 2007 reduction target of
1,000 salaried positions by June 30, 2007.

The packages include the following programs:

   Separation Incentive Program:

   * Eligibility

     All non-union salaried employees aged 62 or older with 10 or
     more years of service as of May 31, 2007.

   * Program Terms:

     -- Offers made May 7, 2007, and returned by May 31, 2007.

     -- Retirements effective May 31, 2007.

     -- Program incentives include three months salary and
        either a $20,000 car voucher grossed up for taxes, or a
        $20,000 contribution to the Retirement Health Care
        Account.

     -- 100% Retiree Choice medical credits through aged 64 and
        at age 65 100% Credits in the Health Care Retirement
        Account.  Ordinarily, an employee must be aged 60 with
        30 years of service to receive 100%.

   Special Early Retirement:

   * Eligibility

     All non-union salaried employees aged 53 to 61 years old
     with 10 or more years of service, with earnings in 2006 of
     less than $100,000 and select non-union salaried employees,
     aged 55 to 61 years old with 10 or more years of service
     with 2006 earnings of $100,000 or greater.

     -- This is in compliance with Internal Revenue Service
        guidelines.

     -- Eligibility requirements must be satisfied by June 30,
        2007.

   * Program Terms:

     -- Offers will be made to select employees June 4, 2007, and
        returned by June 29, 2007.

     -- Retirements effective June 30, 2007.

     -- Retirement benefits will not be reduced by an early
        retirement reduction percent.

     -- 100% Retiree Choice medical credits through age 64 and at
        age 65 100% credits in the Health Care Retirement Account.
        Ordinarily, an employee must be age 60 with 30 years of
        service to receive 100%.

DaimlerChrysler had about 16,800 salaried workers and about 82,500
total employees as of Dec. 31, 2006, Reuters reports citing
Chrysler Group spokesman Mike Aberlich.

                       About DaimlerChrysler

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

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

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

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


DAIMLERCHRYSLER: Chrysler & UAW Ink Two Employee Incentive Deals
----------------------------------------------------------------
DaimlerChrysler AG's Chrysler Group and the United Auto Workers
agreed to two special programs that will provide retirement and
separation incentives for the Company's bargaining-unit employees
in the United States as part of the Chrysler Group's Recovery and
Transformation Plan.

The negotiated programs include an Incentive Program for
Retirement with $70,000 cash lump-sum amount for employees with 30
or more years of credited service, or who meet a combination of
age and years-of-service eligibility, and an Enhanced Voluntary
Termination of Employment Program, which provides a lump sum
payment of $100,000 for employees with at least one year of
credited service.

"These actions enable us to become more competitive going
forward," Chrysler Group Communications Vice President Jason Vines
said.

"Chrysler Group and the UAW want to ensure that we have socially
responsible separation incentives that will allow us to align our
workforce needs with the capacity needs of our manufacturing
operations."

A letter outlining the plans was sent to affected employees
yesterday.

                       About DaimlerChrysler

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

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

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

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


DAIMLERCHRYSLER: Supervisory Board Approves Small-Car Chery Pact
----------------------------------------------------------------
The DaimlerChrysler AG Supervisory Board approved the framework of
a limited partnership to develop small vehicles between the
Chrysler Group and Chery Motor Company of China.

The deal is still contingent upon approval by the Chinese
government, but the final pact of the framework is expected to be
signed by the end of March.

Under the non-equity partnership, Chery-built vehicles will be
distributed under Chrysler Group brands, primarily in North
America and Western Europe.

Chrysler Group indicated that the partnership would allow the
company to become a bigger player on the global automotive stage
by giving it access to products in new segments more quickly, with
less capital spending.

Small vehicles such as these will allow Chrysler Group brands to
compete in segments in which the brands do not currently compete,
and which are especially important in price- and fuel-economy
sensitive markets.

Some 67% of all vehicles sold outside of North America are in
these segments.  Chrysler Group's major competitors in the U.S.
and Western Europe have similar arrangements with Asian
manufacturers for vehicles in these segments.

                       About DaimlerChrysler

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

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

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

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


DAIMLERCHRYSLER AG: Considers Accepting Minority Stake in GM
-------------------------------------------------------------
DaimlerChrysler AG mulls accepting a minority stake in General
Motors Corp. in return for Chrysler if both groups come to an
agreement on the sale of the unit, John Reed writes for the
Financial Times.

As reported in the Troubled Company Reporter on Feb. 19, citing
German publication Manager Magazin, DaimlerChrysler and General
Motors are in talks about a possible purchase of the Chrysler
Group by GM.

If the all-equity deal pushes through, DaimlerChrysler stands to
save billions of dollars in synergies and merger costs, FT states.

According to the report, both companies have not confirmed the
discussions, although at least two of DaimlerChrysler
institutional shareholders are in favor of the all-share deal.

DaimlerChrysler also has the option to sell the ailing unit to
private equity or industry investors and is relying on JPMorgan
Chase for advice on its available alternatives, FT relates.

                   About General Motors Corp.

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

                      About DaimlerChrysler

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

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

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

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


DALE GRINAGER: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dale Ross Grinager
        49484 Senilis Avenue
        Morongo Valley, CA 92256

Bankruptcy Case No.: 07-10968

Type of Business: The Debtor is the president of Tri-State Land
                  Surveyors in La Quinta, Calif.  He previously
                  filed two chapter 13 petitions on June 21,
                  1995 (Bankr. C.D. Calif. Case No. 95-18568)
                  and on Aug. 6, 1997 (Bankr. C.D. Calif.
                  Case No. 97-23600).

Chapter 11 Petition Date: February 26, 2007

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Don E. Bokovoy, Esq.
                  Bernard J. Gartland, PC
                  69930 Highway 111, Suite 212
                  Rancho Mirage, CA 92270
                  Tel: (760) 202-7020
                  Fax: (760) 202-7021

Total Assets: $2,542,665

Total Debts:  $2,202,030

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Federal Income        $594,972
Insolvency Group 1 MS 5501       Tax
24000 Avila Road
Laguna Niguel, CA 92677          Federal Income         Unknown
                                 Tax

M. Muscatel                      Land purchase         $371,000
32 Colonial Drive                unrecorded deed
Rancho Mirage, CA 92270          on 40 acres parcel

GMAC                             2006 Chevy             $75,366
P.O. Box 12699                   Corvette Coupe
Glendale, AZ 85318               15,000 miles
                                 Value of Security:
                                 $39,360

                                 2006 Chevy             $26,260
                                 Silverado 2500
                                 Pickup
                                 20,000 miles
                                 Value of Security
                                 $25,570

Chase                            2005 Cadillac          $52,010
900 Stewart Avenue               Escalade SUV
Garden City, NY 11530            55,000 miles
                                 Value of Security:
                                 $28,550

R. Thacher                       40 acres               $50,000
7144 Airway                      undeveloped
Yucca Valley, CA 92284           land Parcel
                                 #0584-151-08
                                 in Morongo Valley

GEMB/Jewelry Accents             Charge Account         $38,331
P.O. Box 981439
El Paso, TX 79998

Amex                             Credit Card            $32,820
P.O. Box 297871
Fort Lauderdale, FL 33329

HSBC/SAKS                        Charge Account          $6,430
140 W. Industrial Drive
Elmhurst, IL 60126

Monogram Bank N. America         Credit Card             $3,864
P.O. Box 17054
Wilmington, DE 19884

Franchise Tax Board              State Income Tax       Unknown
Attention: Bankruptcy
P.O. Box 2952
Sacramento, CA 95812-2952

Yvette Dube                      Based on               Unknown
49964 Mountain View Drive        agreement
Morongo Valley, CA 92256         relating to
                                 profits from
                                 sale of land
                                 (minimum $5,000
                                 up to 50% of the
                                 profits from the
                                 sale of the 40
                                 acres).


DELPHI CORP: Plans to Close Spain Steering Facility
---------------------------------------------------
Delphi Corp. is planning to shut down a Cadiz, Spain facility,
which manufactures steering mechanisms, Jeff Bennett of Bloomberg
News reports.  The company employs approximately 1,570 employees.

Due to high operating costs, the Cadiz Facility has incurred
losses aggregating $196,000,000 in the last five years, the
Associated Press relates in a separate news report.  

Delphi did not disclose the date of the planned closure.  The
company, however, has informed the Facility's labor unions of the
imminent closure, Delphi spokeswoman Cheryl Kilborn told
Bloomberg.  Among the labor unions representing Cadiz Facility
workers are the Confederacion Sindical de Comisiones Obreras and
the Union General de Trabajadores.

The Facility is not part of Delphi's proposal to sell its steering
division to Platinum Equity Holdings LLC.  

The contemplated plant closure will not only affect the Facility's
workers, but will also indirectly affect 4,000 related jobs, Jose
Barriga, a UGT union official, noted in a press statement.  UGT is
set to hold a strike March 1.

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


DELTA AIR: Committee Amends SSI's Engagement Letter
---------------------------------------------------
The Official Committee of Unsecured Creditors of Delta Air Lines,
Inc., and its debtor-affiliates has entered into its amendment to
the engagement letter with SSI (U.S.), Inc., doing business as
Spencer Stuart, to provide for certain limited modifications to
the terms of the firm's employment:

   (a) in addition to the $200,000 paid to Spencer Stuart, the
       Debtors will be authorized to make a second payment of
       $150,000; and

   (b) Spencer Stuart will be paid a minimum fee in the event
       that:

         * the Creditors Committee terminates the retention prior
           to the effective date of a plan of reorganization for
           Delta Air Lines, Inc.; or

         * fewer than five new members, excluding any existing
           member of the Board or any Delta employee, are
           recruited to the Board of Reorganized Delta.

The Debtors and the Creditors Committee recently reached an
agreement, in connection with the Debtors' Joint Plan of
Reorganization, that the Committee will select 10 out of 11
members of the New Delta Board, at least three of which will be
current members of Delta's Board.

Spencer Stuart will assist the Creditors Committee, with the
Debtors participating in the board search process, in locating as
many as seven new members for the New Board.

The process, the Creditors Committee relates, will involve
additional work performed by Spencer Stuart than was originally
contemplated when the Engagement Letter was negotiated in
November 2006.

Accordingly, the Creditors Committee asks the U.S. Bankruptcy
Court for the Southern District of New York to approve the limited
modifications of the terms of Spencer Stuart's engagement.

The Debtors and the U.S. Trustee have no objection to the
application.

As reported in the Troubled Company Reporter on Dec. 26, 2006, the
Court gave the Committee authority to retain SSI as board search
consultant, effective as of November 17, 2006, pursuant to a
letter of engagement dated November 17.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest airline       
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DOMTAR INC: Earns CDN$328 Million in Year Ended December 31
-----------------------------------------------------------
Domtar Inc. reported net earnings of CDN$328 million on sales of
CDN$4 billion for the year ended Dec. 31, 2006, compared to a net
loss of CDN$388 million on sales of CDN4.2 billion in 2005.

At Dec. 31, 2006, the company's balance sheet showed
CDN$4.9 billion in total assets, CDN$3 billion in total
liabilities, and CDN$1.9 billion in total stockholders' equity.

Commenting on the 2006 results, Raymond Royer stated: "The past
year has been one of decisive actions for Domtar.  With the
support of our employees, we successfully executed the
restructuring plan announced in November 2005.  The plan resulted
in the permanent closure of six paper machines at three mills, two
sawmilling operations, as well as the implementation of cost
reduction initiatives across all of the organization.

"More recently, Domtar sold its 50% investment in Norampac (Inc.).
Finally, throughout the year we continued to adjust our production
to changing market conditions.  All of these measures, coupled
with the duties refund and higher overall selling prices,
contributed to Domtar's strengthened financial position.

"Our transaction to combine Domtar with Weyerhaeuser (Company)'s
fine paper business and related assets is progressing well and is
on schedule with an expected closing in March.  The transaction
will be submitted to our shareholders at a special meeting to be
held on February 26th.  This combination of assets is a
transformational event for Domtar that will create the largest
fine paper producer in North America, and we believe that our
customers and shareholders will benefit from this leadership
position in our core uncoated freesheet business", added Mr.
Royer.

During the fourth quarter of 2006, the company sold its packaging
segment, which consisted of a 50% interest in Norampac.  In
accordance with Canadian generally accepted accounting principles,
effective in the fourth quarter of 2006, the information
pertaining to Norampac is disclosed as a discontinued operation.

Effective Oct. 11, 2006, three of the company's sawmills (two in
Abitibi, Quebec, and one in Ontario) were closed indefinitely due
to the pressures of higher timber costs and lower demand for both
lumber and wood chips.

Effective Oct. 12, 2006, Domtar was entitled to receive a refund
for duties collected by the U.S. Government since 2002 plus
interest.  Domtar received the refund, amounting to
CDN$178 million plus interest of CDN$22 million, during the fourth
quarter of 2006.  This refund is subject to a special charge of
approximately 18% by the Canadian Government.  As of
Dec. 31, 2006, Domtar recorded a provision relating to this
special charge.
                            
Free cash flow increased by CDN$301 million in 2006 compared to
2005.  This improvement mainly reflects an increase in
profitability offset by working capital requirements.  Free cash
flow is a non-GAAP measure that is defined as the amount by which
cash flows provided from continuing operating activities, as
determined in accordance with GAAP, exceed net additions to
property, plant and equipment, as determined in accordance with
GAAP.  

Domtar's net debt-to-total capitalization ratio at Dec. 31, 2006,
stood at 40.2% compared to 57.7% at Dec. 31, 2005.  Domtar's
total long-term debt decreased by CDN$368 million, largely due to
the positive impact of a stronger Canadian dollar on its US dollar
denominated debt and debt repayments made on its revolving credit
facility resulting from the sale of Domtar's 50% interest in
Norampac.  Net debt-to-total capitalization ratio is a non-GAAP
measure that is calculated as long-term debt and bank
Indebtedness, net of cash and cash equivalents, to the sum of net
debt and shareholders' equity.  

                         About Domtar Inc.

Headquartered in Montreal, Quebec, Domtar Inc. (TSX/NYSE: DTC) --
http://www.domtar.com/ -- is the third largest producer of  
uncoated freesheet paper in North America.  It is also a leading
manufacturer of business papers, commercial printing and
publication papers, and technical and specialty papers.  Domtar
manages according to internationally recognized standards 17
million acres of forestland in Canada and the United States, and
produces lumber and other wood products.  Domtar has 8,500
employees across North America.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating on Domtar Inc., as well as its 'B+' senior
unsecured debt rating, its 'B-' global scale, and P-4 Canadian
national scale preferred share ratings.  Outlook is stable.


EASY INC: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: EASY, Inc.
        1537 E. Pierson Road
        Flushing, MI 48433

Bankruptcy Case No.: 07-30639

Chapter 11 Petition Date: February 26, 2007

Court: Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman.Flint

Debtor's Counsel: George E. Jacobs, Esq.
                  2503 S. Linden Road, Suite 230
                  Flint, MI 48532
                  Tel: (810) 720-4333

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Fifth Third Bank                 Secured with          $680,032
P.O. Box 740789                  unlimited
Cincinnati, OH 45274             guaranties of
                                 the Debtor's
                                 principal,
                                 John & Maryanna
                                 Bonardelli, and
                                 with limited
                                 guaranty of
                                 Frank Szabo for
                                 $250,000

Internal Revenue Service         Unpaid payroll        $513,601
Cincinnati, OH 45999             withholding taxes

                                 FUTA taxes for          $2,567
                                 various quarters

Jack Goggins                     Unsecured loan        $343,419
1136 East Main Street
Flushing, MI 48433

FMS Construction                 Construction          $155,000
4053 Commerce Drive              services
Flushing, MI 48433

Cheryl L. Viar                   Note                  $106,867
c/o Jody L. Aaron                reimbursement
Charfoos & Christenson, PC
5510 Woodward Avenue
Detroit, MI 48202

Gordon's Food Service            Produce &              $59,618
                                 inventory

Donlan Fish & Seafood, Inc.      Inventory              $43,758

Sysco Detroit                    Inventory              $38,740

Michigan Dept. of Treasury       Sales, use &           $27,000
                                 withholding taxes

Otto W. Liebold & Co.            Inventory              $15,614

First National Bank              Credit card            $10,538

Home Depot CRC                   Misc. supplies          $9,386

Flint Radio Center               Advertising             $8,245

Michigan Fence Co.               Fence installation      $4,845

Michigan Unemployment Agency     Unemployment            $4,685
                                 taxes

Webster, Looby & Baumgarten, PC  Accounting service      $3,215

Ameritech Advertising Service    Advertising             $2,962

Trade Exchange                   Barter services         $2,931

Gillroys                                                 $2,527


EL PASO: Earns $15.8 Million in Fourth Quarter Ended December 31
----------------------------------------------------------------
El Paso Electric reported results for fourth quarter and year
ended Dec. 31, 2006.
       
For the fourth quarter 2006, EE reported net income of
$15.8 million, with a gain of $6.1 million compared to a net
income of $6.7 million, including a net loss of $1.1 million in
the fourth quarter of 2005.
      
For the twelve months ended Dec. 31, 2006, EE reported net income
of $67.5 million, with a gain of $6.1 million.   Net income for
the twelve months ended Dec.31, 2005 was $35.5 million, which
included a net loss of $1.1 million.
      
EE's recognized extraordinary gain of $6.1 million for the twelve
months ended Dec. 31, 2006 was to account for the re-application
of Statement of Financial Accounting Standards No. 71, "Accounting
for the Effects of Certain Types of Regulation" to its Texas
regulatory jurisdiction.

                        Capital and Liquidity

At Dec. 31, 2006, common stock equity comprised 47.6% of the
company's permanent capitalization.

Cash flows from operations for the twelve months ended
Dec. 31, 2006 increased to $220.2 million from $107.5 million in
the corresponding period in 2005 due to the company's recovery of
fuel costs on a current basis and its recovery of deferred fuel
revenues through fuel surcharges.  In Texas, fuel costs are
recovered through a fixed fuel factor, which may be adjusted twice
a year.  The company record deferred fuel revenues and a deferred
asset for the under-recovery of fuel costs until they can be
recovered from Texas customers.  In October 2005, the company
began recovering through a fuel surcharge $53.6 million of fuel
under-recoveries over a 24-month period.  In February 2006, the
company increased its fuel factors on an interim basis and
implemented an additional fuel surcharge to recover $34 million of
fuel under-recoveries, including interest through the surcharge
period, over a twelve-month period.  In the twelve month period
ended Dec. 31, 2006, the company collected $56.9 million of
deferred fuel revenues in Texas through fuel surcharges compared
to $6 million collected in 2005.  The company also over-collected
fuel costs by $3.7 million compared to fuel under-collections of
$79.5 million for the same time period last year.

The increase in cash flows from operations has allowed the company
to internally finance additional investments in electric utility
plant, to repurchase $62.4 million of common stock and to increase
its balance of cash and temporary investments by $32.1 million in
2006.  During the fourth quarter of 2006, EE repurchased 862,720
shares of common stock in the open market at an aggregate cost of
$21.0 million.  In September 2006, the Board of Directors
authorized the repurchase of up to 2.3 million shares of common
stock.  The shares authorized under the 2006 Plan were in addition
to the shares, which remained available under a buyback program
previously approved by the Board of Directors in February 2004.
During the third quarter of 2006, EE completed the repurchase of
all shares available under the 2004 Plan.  As of Dec. 31, 2006,
1.3 million shares remain available for repurchase under the 2006
Plan.

                          About El Paso

Headquartered in El Paso, Texas, El Paso Electric (NYSE: EE) --
http://www.epelectric.com/-- is an electric utility providing  
generation, transmission and distribution service to 316,000
retail customers in a 10,000 square mile area of the Rio Grande
valley in west Texas and southern New Mexico, including wholesale
customers in Texas, and Mexico.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Moody's Investors Service upgraded the ratings for El Paso
Electric Company, Inc. including its senior unsecured rating,
which was upgraded to Baa2 from Baa3.

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


ELCOM INT'L: Appoints David Elliot as VP Finance & Secretary
------------------------------------------------------------------
Elcom International Inc. appointed David Elliott as its Vice
President of Finance and Secretary, effective immediately.

Mr. Elliott, 32, will serve as the principal financial and
accounting officer of the company.  He joined the company on
Nov. 14, 2006.  He has been responsible for introducing a new
financial system in the company's UK operations and improving
financial controls and reporting.

The company said that Mr. Elliott has been employed in a number
of financial roles with Volkswagen Group.  He is most recently
responsible for Volkswagen Group's Development Ventures Fund.

                          About Elcom

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS) -- http://www.elcominternational.com/-- operates Elcom   
Inc., an international B2B Commerce Service Provider offering
affordable solutions for buyers, sellers and commerce communities
to automate many or all of their purchasing processes and conduct
business online.  PECOS, Elcom's remotely hosted flagship
solution, enables enterprises of all sizes to achieve the many
benefits of B2B eCommerce without the burden of infrastructure
investment and ongoing content and system management.

                         Going Concern Doubt

Vitale Caturano & Company Ltd. in Boston, Massachusetts,
expressed substantial doubt about Elcom International'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 recurring losses from
operations and accumulated deficit.


EUGENE FINAN: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eugene M. Finan
        72 Physicians Drive
        Jackson, TN 38305

Bankruptcy Case No.: 07-10548

Type of Business: The Debtor is a physician working at
                  EMF Services Inc. in Jackson, Tenn.

Chapter 11 Petition Date: February 22, 2007

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 S. Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074

Total Assets:   $422,429

Total Debts:  $1,176,799

Debtor's 12 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Arkansas Methodist Hospital Corp.          $550,000
   900 E. Kingshighway
   Paragould, AR 72450

   InSouth Bank                               $248,339
   180 Peachtree Plaza
   Brownsville, TN 38012

   CitiMortgage                               $200,578
   P.O. Box 9438
   Gaithersburg, MD 20898-9438

   Regional Hospital of Jackson                $45,000

   Capital One                                 $24,523

   GMAC Finance                                $21,432

   American Honda Finance                      $13,365

   MBNA Mastercard                             $12,746

   Citibank                                    $12,217

   CitiBank - EMF Services                     $12,217

   Capital One                                  $8,982

   MBNA Mastercard                              $8,146


FIDELITY NATIONAL: Net Earnings Rise to $259.1 Million in 2006
--------------------------------------------------------------
Fidelity National information Services Inc. reported net earnings
of $259.1 million on revenues of $4.1 billion for the year ended
Dec. 31, 2006, compared with net earnings of $196.5 million for
the year ended Dec. 31, 2005.

For the fourth quarter ended Dec. 31, 2006, the company reported
net earnings of $75.1 million on revenues of $1.1 billion,
compared with net earnings of $45.5 million on revenues of
$707.7 million.  

"Fidelity National Information Services reported excellent fourth
quarter results with pro forma revenue growth of 12.5%, EBITDA
growth of 11.0% and adjusted cash earnings of $0.58 per diluted
share," stated FIS Chairman William P. Foley, II.  

"We are extremely pleased with the outstanding results we achieved
in 2006, which was our first year as a new public company.  Our
strong operating performance provides an excellent foundation for
the continued growth and success of our company."

            Fourth Quarter Pro Forma Segment Information

The company's Transaction Processing Services generated revenue of
$694.7 million, or 16.1% over the prior-year period, driven by 55%
growth in International, 8.9% growth in Enterprise Solutions and
8.6% growth in Integrated Financial Solutions.  The company's new
item processing operation in Brazil, new account wins and deeper
penetration of the existing customer base contributed to the
strong revenue growth.

Lender Processing Services revenue increased 7.9% to
$437.1 million, driven by 10.6% growth in Information Services,
which continues to benefit from strong results within the default
solutions and appraisal product lines.

                      About Fidelity National
  
Based in Jacksonville, Florida, Fidelity National Information
Services Inc. (NYSE: FIS) -- http://www.fidelityinfoservices.com/   
-- provides core processing for financial institutions; card
issuer and transaction processing services; mortgage loan
processing and mortgage related information products; and
outsourcing services to financial institutions, retailers,
mortgage lenders and real estate professionals.  Fidelity has
processing and technology relationships with 35 of the top 50
global banks, including nine of the top ten.   Nearly 50% of all
US residential mortgages are processed using Fidelity software.  
Fidelity maintains a strong global presence, serving over 7,800
financial institutions in more than 60 countries worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2007,
Fitch Ratings assigned a 'BB+' rating on Fidelity National
Information Services Inc.'s new $2.1 billion term loan and
$900 million revolving credit facility.


FIRST UNION: Fitch Holds Junk Rating on $6.5 Mil. Class P Certs.
----------------------------------------------------------------
Fitch ratings upgrades First Union National Bank - Bank of America
Commercial Mortgage Trust pass-through certificates, series
2001-C1 as:

   -- $13.1 million class F to 'AAA' from 'A+';
   -- $26.2 million class G to 'AA' from 'A'; and
   -- $16.4 million class H to 'A+' from 'A-'.

Affirmed:

   -- $769.1 million class A-2 at 'AAA';
   -- $58.2 million class A-2F at 'AAA';
   -- Interest-only classes IO-I, IO-II and IO-III at 'AAA';
   -- $52.3 million class B at 'AAA';
   -- $26.2 million class C at 'AAA';
   -- $26.2 million class D at 'AAA';
   -- $16.4 million class E at 'AAA';
   -- $19.6 million class J at 'BBB+';
   -- $16.4 million class K at 'BBB-';
   -- $13.1 million class L at 'BB+';
   -- $6.5 million class M at 'BB';
   -- $9.8 million class N at 'B+';
   -- $13.1 million class O at 'B'; and
   -- $6.5 million class P at 'CCC/DR2'.

Fitch does not rate the $1.7 million class Q.  The class A-1
certificates are paid in full.

The upgrades are the result of additional paydown and defeasance
since Fitch's last rating action in July 2006.  Since issuance,
39 loans (27.5%) have defeased, including the two credit assessed
loans, the Cornerstone portfolio and the RFS Hotel portfolio.  As
of the February 2007 distribution date, the transaction has paid
down 16.6% since issuance to $1.09 billion from $1.3 billion.  The
transaction remains diverse with the top five loans representing
less than 14.6% of pool.

There is currently one loan (0.2%) in special servicing and no
losses are expected.  The loan is secured by a multifamily
property located in New Orleans, Louisiana.  The loan is current
and the borrower has completed the re-roofing, siding and interior
demolition of the hurricane-damaged units.  The borrower has
contracted to renovate the interior finish-out on the damaged
units and the work is expected to be completed by May 2007.


FR X OHMSTEDE: Moody's Affirms Corporate Family Rating at B2
------------------------------------------------------------
Moody's Investors Service has affirmed FR X Ohmstede Acquisitions
Co.'s B2 corporate family rating.  Concurrently, Moody's has also
affirmed the company's B1 first lien bank debt rating and Caa1
second lien bank debt rating in accordance with Moody's Loss Given
Default methodology.  The rating outlook remains stable.

Moody's rating affirmation pertains to Ohmstede's forthcoming
dividend recapitalization and upsizing of its first lien term loan
by $65 million to $170 million and its second lien term loan by
$20 million to $70 million.  Proceeds from the term loan upsizing
will be used to pay an $86 million dividend to shareholders -- a
distribution, which Moody's notes, comes less than one year after
First Reserve acquired the company from Tanglewood Investments and
which materially exceeds First Reserve's and management's original
equity contribution.

The B2 corporate family rating reflects Moody's concern that
shareholders are extracting significant capital from the company
relative to their initial investment and re-levering the balance
sheet to do so. Given cyclicality in Ohmstede's end markets,
Moody's believes a somewhat more conservative stance towards the
capital structure might better position the company to weather
less robust points in the market cycle.  The company's pro forma
leverage at the end of 2006 is within -- but on the high end -- of
the range for typical B2-rated companies.  While the shareholder
distribution could signal the beginning of future capital
withdrawals from the company that would limit upward rating
momentum, Moody's expects the company to generate mid to high
single digit revenue growth, solid interest coverage and near-term
cash flows, which thereby support the B2 rating.

The B2 rating also reflects the working capital usage required to
finance Ohmstede's organic growth, its impact on operating cash
flow, and the company's small scale and limited end-market and
customer diversification.  Additionally, the ratings reflect
potential volatility in the Ohmstede's EBITDA and cash flow given
that demand for Ohmstede's products and services is largely tied
to the capacity utilization rates of Gulf Coast oil refineries,
which are unpredictable.

Ohmstede's better than expected performance relative to when
Moody's first rated the company in July 2006, as well as
Ohmstede's competitive advantage as a one-stop provider of
products and services support the B2 rating.  Additionally,
Ohmstede's capital investments, which have improved productivity
and turnaround times, operating initiatives that have reinforced
its competitive position, and the significant percentage of
revenues generated from recurring maintenance and repair work in
the more durable refinery turnaround segment help maintain the B2
rating.

The stable outlook reflects Moody's expectation of supportive oil
prices and continued high utilization of Gulf Coast refining
capacity over the near term resulting in stable demand for
Ohmstede's products and services, the visibility offered by the
company's "shop" backlog, and Moody's expectation that aftermarket
and service revenues targeting the more durable turnaround segment
will continue to grow as a percentage of sales.

Ohmstede, headquartered in Beaumont, Texas, is a leading North
American provider of aftermarket shop repair, in-plant turnaround
and specialty services, as well as manufacturing of replacement
parts and new shell and tube heat exchangers.  Total revenues for
the twelve months ended Dec. 31, 2006 were approximately
$220 million.


FREEPORT-MCMORAN: Moody's Affirms Ba3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed Freeport-McMoRan Copper & Gold
Inc.'s Ba3 corporate family rating and reported a number of rating
actions with respect to Freeport and Phelps Dodge Corporation.  

The ratings actions are based on the assumption that Freeport
completes the acquisition of Phelps Dodge on substantially the
terms agreed.  The ratings reflect the overall probability of
default of Freeport, to which Moody's assigns a PDR of Ba3, LGD4,
50%.  The outlook for both Freeport and Phelps Dodge is stable.

In related rating actions, Moody's assigned a Baa3, LGD1, 1.0%
senior secured rating to Freeport's $500 million secured revolver
and Ba2, LGD2, 29% senior secured ratings to each of Freeport's
$1 billion secured revolver, $2.5 billion secured Term Loan A, and
$7.5 billion secured Term Loan B.  Freeport's existing 6.875%,
10.125% and 7.20% senior unsecured notes, which are being granted
a security and guarantee package equivalent to the $1 billion
revolver and Term Loans A & B, were upgraded to Ba2, LGD2, 29%
from B1.

Moody's downgraded Phelps Dodge's Cyprus Amax notes, which mature
in May 2007, as well as the ratings on Phelps Dodge's other
existing senior unsecured notes to B1, LGD4, 63% from Baa2.
Moody's also affirmed Freeport's SGL-1 Speculative Grade Liquidity
rating.  This concludes Moody's review of the ratings of Freeport
and Phelps Dodge begun on Nov. 20, 2006 following the disclosure
that Freeport had agreed to acquire Phelps Dodge for $26 billion.

The Ba3 corporate family rating reflects Freeport's very high debt
level of approximately $19 billion and what Moody's believes will
be a protracted time frame for debt reduction in the face of
softening metals prices and continued high cost challenges. The
rating also considers the high concentration in copper and
resultant variability in earnings and cash flow, significant
capital expenditures, and a high level of reliance on the Grasberg
mine in Indonesia.  The rating also reflects the cultural
challenges inherent in the acquisition of the larger Phelps Dodge
by Freeport, and the execution and political risk of Phelps
Dodge's development project in the Congo.  The Ba3 rating
favorably considers the company's leading positions in copper and
molybdenum, a significant amount of gold production, the low cost,
long-life reserves at PT-FI, and improved operating and political
diversity.

Ratings confirmed:

   * Freeport-McMoRan Copper & Gold Inc.

      -- Corporate Family Rating: Ba3
      -- Probability of Default Rating: Ba3

Ratings assigned:

   * Freeport-McMoRan Copper & Gold Inc.

      -- $0.5 billion Senior Secured Revolving Credit facility,
         Baa3, LGD1, 1.0%

      -- $1.0 billion Senior Secured Revolving Credit Facility,
         Ba2, LGD2, 29%

      -- $2.5 billion Senior Secured Term Loan A, Ba2, LGD2, 29%

      -- $7.5 billion Senior Secured Term Loan B, Ba2, LGD2, 29%

Ratings to be upgraded:

   * Freeport-McMoRan Copper & Gold Inc.

      -- $340 million 6.875% Senior Unsecured Notes due 2014, B1
         to Ba2, LGD2, 29%

      -- $272 million 10.125% Senior Unsecured Notes due 2010, B1
         to Ba2, LGD2, 29%

      -- $0.2 million 7.20% Senior Unsecured Notes due 2026, B1
         to Ba2, LGD2, 29%

Ratings to be downgraded:

   * Cyprus Amax Minerals Company

      -- $60.1 million 7.375% Senior Notes due 2007, Baa2 to B1,
         LGD4, 63%

   * Phelps Dodge Corporation

      -- $107.9 million 8.75% Senior Notes due 2011, Baa2 to B1,
         LGD4, 63%

      -- $115 million 7.125% Senior Notes due 2027, Baa2 to B1,
         LGD4, 63%

      -- $150 million 6.125% Senior Notes due 2034, Baa2 to B1,
         LGD4, 63%

      -- $193.8 million 9.50% Senior Notes due 2031, Baa2 to B1,
         LGD4, 63%

Ratings to be withdrawn:

   * PD Capital Trust I

      -- Preferred Stock Shelf, currently (P)Baa3

   * PD Capital Trust II

      -- Preferred Stock Shelf, currently (P)Baa3

   * Phelps Dodge Corporation

      -- Multiple Seniority Shelf, currently (P)Ba1

Outlook Actions:

   * Freeport-McMoRan Copper & Gold Inc.

      -- Outlook, Changed To Stable from Rating Under Review

   * Cyprus Amax Minerals Company

      -- Outlook, Changed To Stable from Rating Under Review

   * Phelps Dodge Corporation

      -- Outlook, Changed To Stable from Rating Under Review

Phelps Dodge Corporation is a Phoenix based producer of copper and
molybdenum and had revenue in 2006 of $11.9 billion.

Freeport-McMoRan Copper & Gold Inc. is a Louisiana based producer
of copper and gold through its Grasberg mine in Indonesia.
Freeport had revenue in 2006 of $5.8 billion.


GAP INC: Will Close Forth & Towne Store Concept
-----------------------------------------------
Gap Inc. disclosed that after a thorough assessment of its store
concept, Forth & Towne, it has decided not move forward with a
full rollout.  As a result, the company will close its Forth &
Towne store concept after an 18-month pilot that began August
2005.

While the company was encouraged by the initial performance of
Forth & Towne, a thorough analysis revealed the concept was not
demonstrating enough potential to deliver an acceptable long-term
return on investment.  Instead, the company believes that future
investments should be focused on turning around its Gap and Old
Navy brands as well as supporting other growth initiatives that
have greater potential of creating shareholder value.

"Forth & Towne was a great test of a promising concept and an
illustration of the innovative risks you need to take in our
business," Bob Fisher, Gap Inc.'s chairman of the board and
interim president and CEO, said.  "We made the tough decision to
close the brand and focus our efforts on stabilizing the existing
businesses."

"I want to thank the talented Forth & Towne team for their hard
work in bringing this brand to life," Gary Muto, President of
Forth & Towne, said.

The company plans to close its 19 Forth & Towne stores located in
10 U.S. markets. Closures are expected to occur by the end of June
2007.  The company anticipates the pre-tax expenses associated
with the closure of Forth & Towne to be approximately $40 million,
which will be recognized primarily over the first and second
quarters of fiscal year 2007.

The closure will impact about 550 employees.  Gap Inc. is looking
at ways to redeploy employees to positions in its Gap, Banana
Republic and Old Navy brands, where feasible.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS)
-- http://www.gapinc.com/-- is an international specialty  
retailer offering clothing, accessories and personal care products
for men, women, children and babies under the Gap, Banana
Republic, Old Navy, Forth & Towne and Piperlime brand names.  Gap
Inc. operates more than 3,100 stores in the United States, the
United Kingdom, Canada, France, Ireland and Japan.  In addition,
Gap Inc. is expanding its international presence with franchise
agreements for Gap and Banana Republic in Southeast Asia and the
Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service downgraded Gap Inc. senior unsecured
notes to Ba1 and assigned a corporate family rating of Ba1 and
speculative grade liquidity rating of SGL-1.  The rating outlook
is stable.


GOLF 255: Ch. 11 Trustee Gets OK to Sell Golf Course for $5 Mil.
----------------------------------------------------------------
The chapter 11 trustee appointed in Golf 255 Inc.'s bankruptcy
case obtained authority from the U.S. Bankruptcy Court for the
Southern District of Illinois in East St. Louis to sell the
Debtor's Arlington Golf Course for $5 million to The Collinsville
Area Recreation District, sources say.

The 220-acre 18-hole golf course is located in Granite City, Ill.,
near St. Louis.

The district's Board of Commissioners approved an ordinance last
week authorizing the issuance of bonds that will provide funding
for the purchase of the golf course, Alene Hill of Granite City
Press-Record reports.

Belleville News-Democrat relates that the bond issue was approved
last fall for immediate capital improvement needs but was withheld
pending completion of the purchase agreement.

Along with the $5 million purchase price for the course, the
funding will also provide a cash flow for the first year of
operation including any necessary golf equipment and work on the
facility before opening, Alene Hill says, citing executive
director Mark Badasch.

The bonds would be paid by revenue from the golf course and that
no tax increase was expected as a result of the purchase of the
property, Mr. Badasch added.

Golf 255 Inc.'s unsecured creditors -- Michael Kielty, M. Thompson
Company P.C., Supreme Turf Product Inc., and TNT Golf Cart &
Equipment Company -- sought chapter 11 protection in behalf of the
company on October 12, 2006 (Bankr. S.D. Ill. Case No. 06-31728).  
Laura K. Grandy, Esq. at Mathis Marifian Richter and Grandy Ltd.
represents the petitioning creditors.


HILTON HOTELS: Moody's Lifts Corp. Family Rating to Ba1 from Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded Hilton Hotels Corporation's
corporate family rating to Ba1 from Ba2 reflecting a reduction in
leverage from a faster than expected pace of asset sales and
strong earnings during 2006.

Adjusted debt to EBITDAR has improved to around 5.0x from 6.0x in
January 2006.  Moody's capitalizes total rent at 8x and adds a
debt equivalent of approximately 20% of Hilton's guaranty exposure
to debt.  The rating outlook is stable reflecting the solid
outlook for demand and limited supply additions.

Hilton's rating outlook could move to positive if the company
continues to execute it asset sale program at reasonable multiples
and uses the proceeds to repay debt resulting in adjusted debt to
EBITDAR around 3.75x.  The ratings could be considered for
upgrade, if leverage is likely to remain at lower levels in the
context of the industry operating environment, management's
financial policy and willingness to manage the company's growth
initiatives in the context of an investment grade rating.  

Absent event risk, Moody's does not anticipate downward rating
pressure given the strong earnings outlook, the success of the
asset disposition program to date and the strong appetite for
lodging assets by third parties.  Pursuant to Moody's Lodging
Rating Methodology, Hilton maps to an overall rating in the Baa
category reflecting a strong Baa rating with respect to
diversification, and profitability, and mid-Ba rating with respect
to leverage and coverage.  The difference between its assigned and
methodology implied rating is expected during peak industry cycles
that currently exists, and Hilton's reliance on asset sales to
improve credit metrics more in line with the Baa rating category.
Moody's notes that once Hilton's reduces its total leverage ratio
at or below 4.5x for two consecutive quarter, Hilton's bank and
public debt will no longer be guaranteed or secured by stock
pledges.  The release of this collateral is expected to occur
during 2007.

Ratings upgraded:

   -- Corporate family rating to Ba1 from Ba2

   -- Senior secured bank facility to Ba1, LGD4 from Ba2, LGD4

   -- Senior bonds, debenture and convertible notes to Ba1, LGD4
      from Ba2, LGD4

   -- Multiple seniority shelf to (P)Ba1, LGD4, from (P)Ba2, LGD4,
      and to (P)Ba2, LGD6 from (P)B1, LGD6

Rating confirmed:

   -- Commercial paper at Not Prime.

Hilton Hotels Corporation,based in Beverly Hills, California, is a
leading hotel company that generated revenues, net of cost
reimbursements, of $6.3 billion during its 2006 fiscal year.


HOLLINGER INC: Settles Disputes With Former Directors
-----------------------------------------------------
Hollinger Inc. has entered into an agreement to settle all of its
disputes with five of its former directors, Gordon Walker, Paul
Carroll, Robert Metcalfe, Allan Wakefield, and Donald Vale.

Under the terms of the settlement, two trusts that were
established by Hollinger during the tenure of the former directors
holding an aggregate of $8 million in cash will be collapsed.  

An aggregate of $1.25 million will be paid to the former directors
in full satisfaction of all of their claims against Hollinger,
including claims exceeding $6 million for unpaid directors fees
and departure bonuses.  

An additional $700,000 will be paid out of the trusts towards the
legal fees and disbursements of the former directors.  The balance
of approximately $6 million will be returned to Hollinger.  All
legal proceedings between the parties will be dismissed and the
parties will release each other from all claims.

G. Wesley Voorheis, a director of Hollinger, commented: "Hollinger
is satisfied to have these disputes resolved.  Settling these
disputes is consistent with our principal goal of spending less of
our time and resources dealing with historical issues and
focussing on finding ways to enhance the value of our investment
in Sun-Times Media Group."

                      About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately  
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a newspaper
publisher with assets, which include the Chicago Sun-Times and a
large number of community newspapers in the Chicago area.
Hollinger also owns a portfolio of commercial real estate in
Canada.

                        Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on Sept. 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a Nov. 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid
       and to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on Nov. 15, 2004, seeking injunctive,
       monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


IGNIS PETROLEUM: Dec. 31 Balance Sheet Upside Down by $9.3 Mil.
---------------------------------------------------------------
Ignis Petroleum Group, Inc. filed its quarterly financial
statements for the three-month period ended Dec. 31, 2006, with
the Securities and Exchange Commission.

The company's balance sheet at Dec. 31, 2006 showed $3,140,186 in
total assets, $12,447,165 in total liabilities, resulting in a
$9,306,978 stockholders' deficit.  At June 30, 2006, stockholders'
deficit stood at $4,111,905.

For the quarter ended Dec. 31, 2006, the company reported a
$2,163,655 net loss on $234,909 of total operating revenues,
compared to a net loss of $893,251 on total revenues of $223,933
for the same period in 2005.

The company's December 31 balance sheet also showed strained
liquidity with $1,245,428 in total current assets available to pay
$1,736,759 in total current liabilities coming due within the next
12 months.

The company intends to finance acquisitions of oil and gas
properties and drilling programs with combination of issuances of
equity, access to capital markets, and cash flow from operations.
The company notes that equity financing may result in dilution of
existing stockholders and my involve securities that have rights,
preferences, or privileges that are senior to its common stock.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 20, 2006,
De Meo, Young McGrath at Fort Lauderdale, Florida expressed
substantial doubt about Ignis Petroleum Group Inc.'s ability to
continue as a going concern after auditing the company's
financial statements for the year ended June 30, 2006, and
inception period ended June 30, 2005.  The auditing firm pointed
to the company's dependence on outside financing, lack of
sufficient working capital, and recurring losses from operations.

The company observes that it is impossible at this point in time
to state an amount of profitable operations and additional funding
which it believes would remove the going concern opinion.

A full-text copy of the company's financial statements for the
quarterly period ended Dec. 31, 2006, is available for free at

              http://researcharchives.com/t/s?1a61

Based in Dallas, Texas, Ignis Petroleum Group, Inc. --
http://www.ignispetroleum.com/-- engages in the exploration,
acquisition, and development of crude oil and natural gas
properties in the United States.


INSIGHT HEALTH: Moody's Junks Rating on $550 Million Notes
----------------------------------------------------------
Moody's Investors Service downgraded Insight Health Services
Corp.'s credit ratings.  The ratings are under review for possible
further downgrade.

Ratings downgraded:

   -- $300 million, senior secured floating rate notes due 2011,
      to Caa1, LGD2, 27% from B2, LGD2, 27%

   -- $250 million, 9.875% senior subordinated notes due 2011, to
      Ca, LGD5, 83% from Caa2, LGD5, 83%

   -- Corporate Family Rating, to Caa3 from Caa1

   -- Probability of Default Rating, to Caa3 from Caa1

The downgrade of the Corporate Family Rating to Caa3 primarily
reflects the company's recent solicitation for the exchange of all
of its senior subordinated indebtedness for the company's common
stock.  

While the exchange, if consummated, will save material interest
costs, it is Moody's belief that this action will serve to only
temporarily relieve the company's financial difficulties. The
downgrade also reflects a continuation of poor operating results
characterized by declining revenues and cash flow, increasing
costs and an incremental goodwill write-down of $29 million taken
during the quarter ended Dec. 31, 2006.  

It is Moody's continued expectation that the company will
experience significant reductions in revenues and cash flows as a
result of recent changes in Medicare reimbursements for its
diagnostic imaging services.  These concerns are reflected in the
downgrade to a Caa3 Corporate Family Rating and are underscored by
the fact that the ratings are under review for possible further
downgrade.

On the day that the exchange of the senior subordinated notes for
equity is completed, the issue will be assigned a Limited Default
rating.  Subsequently, the ratings on the notes will be withdrawn
by Moody's.

Further downward rating pressure could develop if the company is
unable to successfully restructure its debt or effect a sale of
its operations.  Moody's does not foresee an upgrade in the
ratings in the near-term unless there is a permanent reduction of
debt achieved through a material restructuring or debt forgiveness
agreement.

InSight, headquartered in Lake Forest, California, provides
diagnostic imaging and information, treatment and related
management services.  It serves managed care entities, hospitals
and other contractual customers in more than 30 states, including
the following targeted regional markets: New England, California,
Florida, Arizona, the Carolinas and the Mid-Atlantic states.  As
of Dec. 31, 2006 the company's network consisted of 109 fixed-site
centers and 108 mobile facilities.  For the twelve months ended
Dec. 31, 2006 the company recognized revenues of approximately
$298 million.


INTERNATIONAL COAL: Posts $52,000 Net Loss in Fourth Quarter 2006
-----------------------------------------------------------------
International Coal Group, Inc. reported its results for the fourth
quarter and year ended Dec. 31, 2006.

The company reported a net loss of $52,000 for the fourth quarter
of 2006, compared to net income of $3.3 million for the same
period in 2005.  Quarterly earnings were reduced by adjustments to
income taxes of $1.4 million resulting from a change in estimated
state income taxes and lower than expected depletion deductions.

The company's revenue was $226.7 million for the three months
ended Dec. 31, 2006, compared to $183 million for the fourth
quarter of 2005.    

Fourth quarter results include a $7 million gain resulting from an
agreement with a brokered coal supplier to terminate certain
contractual coal delivery obligations effective Dec. 31, 2006.

"The company was pleased to achieve its earnings guidance for both
the quarter and the year despite multiple operating challenges,"
Ben Hatfield, President and CEO of ICG, said.  "Production costs
for the quarter were substantially improved by stronger
operational performance, coupled with the idling of several
high-cost production units.  The company also overcame a
significant shortfall in brokered coal income as the contracted
suppliers encountered various production and shipping hurdles."

Revenues for the year ended Dec. 31, 2006 totaled $891.6 million,
compared to $650.5 million for the year ended Dec. 31, 2005.  

Net loss for 2006 was $9.3 million versus net income of $31.8
million for 2005.  

The 2006 full year results were adversely affected by the Sago
mine accident and the Viper mine fire, which negatively impacted
earnings by $15 million, and by the unplanned idling of the
Sycamore No. 2 mine due to geologic and unmapped gas well issues.
    
At Dec. 31, 2006, the company's balance sheet showed $1.32 billion
in total assets compared to $1.06 billion in 2005, total
liabilities of $663.4 million compared to $389.3 million in 2005
and total stockholders' equity of $657.3 million compared to               
$665.9 million.
                      
                      About International Coal

Headquartered in Scott Depot, West Virginia and founded in 2004,
International Coal Group, Inc. (NYSE: ICO) --
http://www.intlcoal.com/-- is a producer of coal in Northern and  
Central Appalachia and the Illinois Basin.  The Company has
11 active mining complexes, of which 10 are located in Northern
and Central Appalachia and one in Central Illinois.  ICG's mining
operations and reserves are strategically located to serve
utility, metallurgical and industrial customers throughout the
Eastern United States.

                          *     *     *

International Coal's 10-1/4% Senior Notes due 2014 carry Moody's
Investors Service's Caa1 rating and Standard & Poor's CCC+ rating.


JP MORGAN: Fitch Holds BB+ Rating on $12.2 Million Certificates
---------------------------------------------------------------
Fitch Ratings affirms J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1997-C4, as:

   -- Interest-only class X at 'AAA'
   -- $12.2 million class G at 'BB+'

Fitch does not rate the $9.5 million class NR certificates.
Classes A-1, A-2, A-3, B, C, D, E and F have been paid in full.

As of the January 2007 distribution date, the pool's aggregate
balance has been reduced by 94.7% to $21.7 million from
$407 million at issuance.  Twelve loans remain in the pool.

Two loans (11%) are currently in special servicing.  The larger
loan in special servicing (6.6%) is secured by a 49,220 square
foot shopping center in Freeport, Illinois.  The loan was
transferred to the special servicer after the borrower failed to
pay the loan off at maturity.  The special servicer is currently
negotiating a workout with the borrower.  Any losses will be
absorbed by the class NR certificates.

The second loan in special servicing (4.4%) is secured by a
99-unit multifamily property located in Huntsville, Texas, and is
90 days delinquent.


KEPLER HOLDINGS: Moody's Rates $200 Million Senior Loan at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned a provisional Ba2 rating to
the $200 million senior secured term loan facility of
Bermuda-domiciled Kepler Holdings Limited.  The outlook for the
provisional rating is stable.

The rating agency expects to remove the provisional status and
assign a definitive rating at the same level upon review of final
executed documentation, provided the documentation is consistent
with the terms and conditions specified to date that underlie this
provisional rating.

The privately-placed senior secured term loan facility, which is
being syndicated to financial institutions and other institutional
lenders, is sponsored by Hannover Ruckversicherung AG and its
affiliates, E+S Ruckversicherung AG and Hannover Re (Bermuda)
Limited, for natural catastrophe risks.

Investors will provide aggregate catastrophe excess of loss
reinsurance protection -- on an indemnity basis -- to Hannover Re
for the portion of losses in excess of a stipulated attachment
point up to a stipulated exhaustion point.  The annual attachment
and exhaustion probabilities will be 120bps and 40bps,
respectively.  The gross dollar values corresponding to these
points will be based on the average of the Kepler portfolio annual
aggregate exceedance curves as of January 1 and July 1 of each
year.  The gross dollar values will be determined once in 2007 and
will be reset in 2008 to keep the attachment and exhaustion
probabilities constant.  Incurred losses and incurred but not
reported losses will be included only in the final commutation
calculation which will occur no later than June 30, 2009.

The rating for the term loan is supported by a probabilistic
analysis -- using a custom financial model -- to determine both
the probability of loss P(D) and expected loss E(L) to Kepler
Holdings' lenders over the two risk periods.

This approach involves these steps:

   * assessing the promise of interest and principal to investors;

   * examining potential loss scenarios and their associated
     probabilities;

   * calculating P(D) and E(L) relative to the promised interest
     and principal;

   * comparing P(D) and E(L) to those of a set of benchmark
     securities with the same average duration, in order to arrive
     at a rating.

Moody's has made certain probabilistic assumptions in its
financial model with regard to:

   * the risk of overstated reserves at the time of commutation,

   * the uncertainty underlying the annual exceedance curve,

   * Hannover's ability to pay quarterly reinsurance premiums
     (e.g., interest payments) and to make the collateral trust
     whole for any investment losses, and

   * the investment performance of the collateral assets.

The rating also reflects qualitative considerations such as
Hannover's option to buy reinsurance on its retained share, the
risk that reinsurers, including Hannover Re, may relax contract
terms and conditions as the market becomes more competitive, and
the fact that segregated cell technology has never been tested in
bankruptcy.

Moody's analysis is sensitive to assumptions about the overall
annual aggregate exceedance probability curve.  

As such, Moody's has increased AEP modeled losses by various
percentages.  While the Kepler portfolio is designed to be highly
modellable using industry vendor models, Hannover mainly uses
aggregate-level models, instead of detailed-level models, which
means that it relies largely on industry average assumptions --
instead of property specific information -- to assemble its AEP
curves.  Vendor models also do not capture certain contract
elements such as loss adjustment expenses and extra-contractual
obligations, which are covered under this excess of loss
agreement.

Further, the Kepler portfolio has significant exposure to regions
outside the U.S., particularly to European windstorms, where data
quality tends to be less detailed.  That said, Hannover does
perform a number of data quality checks before starting the vendor
models, especially for US business where about 30% of the
underlying treaties are modeled using detailed-level models.  The
company uses a data quality tool to analyze detailed loss data
supplied by clients and, in general, prefers not to rely solely on
client data.

Moody's also acknowledges some of the conservatism that Hannover
embeds into its practices such as aggregating exposures on a
peril/territory level first before deriving the overall AEP curve.
This introduces conservatism into the process by not allowing for
the potential erosion of aggregate limits or limited
reinstatements across different peril/territory classes.

Further, Hannover assumes full correlation between exposures
modeled using different approaches or vendor models.  Moody's also
views favorably that an assessment of Hannover's aggregation
management and catastrophe modeling practices was done by an
independent third party.

The rating will be monitored quarterly to reflect the build-up of
losses that have occurred up to that time.  If a meaningful
catastrophe event occurs, Moody's will reconstitute the overall
AEP curve using the curves for individual perils and territories
that are relevant for the remainder of the year.  The financial
model will be updated to reflect this new curve along with an
estimated build-up of losses and any anticipated changes to
Hannover's credit profile.  The probability of default and
expected loss to lenders will be updated, and Moody's will take
rating actions, if any, accordingly.

The Kepler portfolio represents roughly 80% (by limits) of
Hannover Re's entire property catastrophe reinsurance book.
European windstorm and U.S. hurricane perils are the biggest
contributors to modeled losses, particularly in the tails.  
Roughly three-quarters of the underlying business is transacted at
Jan. 1, such that Moody's expects only modest deviation from the
projected portfolio for 2007.

These provisional rating has been assigned with a stable outlook:

   * Kepler Holdings Limited

      -- $200 million senior secured term loan facility due June
         2009 at (P)Ba2.

Kepler Holdings Limited is a newly formed Bermuda exempted
company, wholly owned by a charitable purpose trust.  Kepler
Holdings will enter into the $200 million senior secured credit
facility, the proceeds of which will be deposited into a
segregated account, Kepler Re.  Kepler Re is a newly formed
segregated account of Kaith Re Ltd., an existing licensed Class 3
Bermuda reinsurer and Bermuda segregated accounts company.  Kaith
Re, on behalf of Kepler Re, will enter into an aggregate indemnity
catastrophe excess of loss reinsurance agreement with Hannover Re.


KINDER MORGAN: High Leverage Prompts DBRS to Downgrade Ratings
--------------------------------------------------------------
Dominion Bond Rating downgraded the rating of Kinder Morgan,
Inc.'s Medium-Term Notes & Unsecured Debentures to BB from BBB and
placed it Under Review with Developing Implications.  DBRS has
also discontinued the rating on KMI's Commercial Paper, which has
no amount currently outstanding.

The rating downgrade principally reflects KMI's potentially highly
levered position after the proposed management buyout detailed
below.  The closing is now expected in the first half of 2007,
subject to approvals by the California regulators.  The Under
Review with Developing Implications status reflects the various
proposed asset sales during 2007 and 2008, which would help to
reduce KMI's debt load and could improve its financial profile.  
The more significant among these is the announcement today of the
proposed sale of all of the outstanding shares of Terasen Inc., a
100%-owned subsidiary of KMI, for CDN$3.7 billion, including
assumed debt of approximately CDN$2.3 billion.

The proposed sale includes only Terasen's natural gas distribution
businesses: Terasen Gas Inc., Terasen Gas Inc. and Terasen Gas
Inc.  The sale does not include the petroleum transportation
assets of Kinder Morgan Canada, a wholly owned subsidiary of
Terasen, which consist primarily of refined and crude oil
pipelines.  These businesses will be retained by KMI.  The
proposed sale proceeds are expected to be used for debt
reduction for KMI, which is considered positive.

KMI was originally placed Under Review with Negative Implications
on May 30, 2006, following the announcement of the proposed MBO
led by Richard Kinder, the Chairman of KMI, and others, to
acquire all of the outstanding shares of KMI for approximately
$22 billion.

The rating downgrade reflects KMI's potentially highly leveraged
position with total debt-to-capital estimated at approximately 65%
and thin cash flow/debt coverage at 4.7% on MBO closing.  These
credit metrics are expected to somewhat improve upon closing of
the Terasen sale.  Further, execution risk exists regarding KMI's
future efforts to restore its financial profile through asset
sales.  Tax, legal and regulatory issues could arise related to
the proposed sales, including that of Terasen Pipelines Inc.,
an indirectly wholly owned subsidiary, to Kinder Morgan Energy
Partners, a 13% affiliate.  DBRS will continue to monitor
developments, particularly with respect to KMI's capital
structure and capital programs, which could have rating
implications.

The current rating of BB, Under Review - Developing also takes
into consideration the following positive aspects:

   1. KMI benefits from mostly regulated and mainly fee-based
      business, providing certain stability of earnings and cash
      flow.  Further, equity earnings from KMP are expected to
      continue to be substantial, accounting for about 47% of
      KMI's EBITDA in 2006 on a pro forma basis, and to increase
      over time.  KMP has continued to record strong performance
      with substantial growth prospects expected upon commencement
      of its development projects in stages, such as Rocky Express
      and Louisiana pipelines scheduled by 2007 to 2009.

   2. The proceeds from the proposed sale of Terasen and TM, and
      potentially other assets, are expected to be used to pay
      down KMI's debt.  The foregoing together with increased
      distributions from KMP on start-ups of its growth projects
      during 2007 to 2009 should help to partly restore KMI's
      financial profile over the next several years.  In addition,
      the proposed asset sales would substantially reduce KMI's
      obligation, through its wholly owned subsidiary, Terasen
      Inc., to fund the equity portion of considerable development
      projects for the next few years.

   3. KMI's shareholders are committed to injecting new capital up
      to a certain amount to maintain certain cash flow coverage
      levels in the medium term, should the de-leveraging plans be
      delayed.


LEGACY ESTATE: Settles 2 Disputes, Inches Way to Plan Confirmation
------------------------------------------------------------------
To facilitate confirmation of its Chapter 11 Plan of Liquidation
filed on Oct. 13, 2006, The Legacy Estate Group LLC entered into
separate settlement agreements with its parent, Connaught Capital
Partners LLC, and John M. Bryan and Red Barn Ranch LLC.

The Creditors Committee is co-proponent to Legacy Estate's Plan.

Connaught Capital, together with Legacy Estate, sought chapter 11
protection in November 2005.  Andrea Wirum is the chapter 11
trustee appointed in Connaught Capital's case.

                   Red Barn Settlement Agreement

On Aug. 22, 2006, Legacy Estate obtained authority from the U.S.
Bankruptcy Court for Northern District of California to sell
substantially all of its assets to Kendall-Jackson Wine Estates
Ltd.  The sale was closed on Sept. 13, 2006.

Subsequently, John M. Bryan and Red Barn jointly filed Claim
No. 122 in Legacy's bankruptcy case, in an amount not exceeding
$20 million, for damages allegedly caused by Legacy's rejection of
an agreement dated Aug. 31, 2001, for the purchase and sale of
grapes.

Mr. Bryan and Red Barn also opposed the confirmation of the Plan
asserting that their claims are secured by statutory and
consensual liens.  

On Nov. 17, 2006, the Committee, on behalf of Legacy, commenced an
adversary proceeding commonly known as Official Committee of
Unsecured Creditors of The Legacy Estate Group LLC v. John M.
Bryan, et al., AP No. 06-01773, with respect to transactions and
events involving the Debtors' current and former "insiders" and
"affiliates."

The Committee contended that prior to the Debtors' bankruptcy
filing, the defendants in the Bryan Action arranged or received
fraudulent conveyances and improper distributions amounting, in
the aggregate, to over $13 million, to the detriment of Legacy,
its creditors, and its shareholders.

The Committee also objected to Red Barn's claim arguing that the
claim is only entitled to a $258,000 payment, with respect to the
2006 grape harvest and all future crops to be delivered under Red
Barn's agreement with Legacy.

To resolve the dispute, the parties entered into a settlement
agreement, which was approved by the Court in a hearing held
Feb. 23, 2007.

Under the compromise, Legacy will pay to Red Barn the sum of
$750,000 in full and final settlement and compromise of any and
all claims.

              Connaught Capital Settlement Agreement

Prior to the commencement of the Debtors' respective bankruptcy
cases, Connaught and other insiders managed and controlled the
finances, assets and operations of Legacy.  

Subsequently, in Legacy's chapter 11 case, Connaught's Chapter 11
Trustee filed a proof of claim asserting claims relating to
management of the Debtors.  The Trustee also opposed confirmation
of the Plan.

The Committee objected to the Trustee's claim contending that the
insiders, including Connaught, breached their respective fiduciary
duties to Legacy, causing damage to Legacy in an amount that may
exceed $30 million.  

The Trustee asserted that at least a portion of the $30 million
mismanagement damages were not the responsibility of Connaught and
involved conduct harmful to Connaught's estate and note holders,
as well as Legacy's estate, and thus should properly be asserted
or prosecuted by the Connaught estate.  

To resolve the dispute, Legacy through the Committee and Connaught
through its Chapter 11 Trustee, agreed among others, that:

   1) they will jointly control and prosecute any and all claims
      that may be asserted by either or both of the Debtors'
      estates against any insider, including, without limitation,
      all transfer claims and all mismanagement claims;

   2) all proceeds arising from judgments or settlements obtained
      will be apportioned between the Debtors' estates, with 50%
      allocated to Legacy's estate and 50% to Connaught's estate;

   3) Legacy will hold an $8,500,000 allowed general unsecured
      claim against Connaught's estate; and

   4) the Trustee's objection to the Plan will be deemed withdrawn
      with prejudice.

The U.S. Bankruptcy Court for Northern District of California has
continued the hearing on Legacy's settlement agreement with
Connaught to March 14, 2007, at 10:00 a.m.

                         Liquidation Plan

As reported in the Troubled Company Reporter on Nov. 23, 2006,
the Plan provides for the distribution of Legacy's cash on hand,
including the net proceeds from the sale of its assets, in
accordance of the priorities established by the Bankruptcy Code.

Any excess of the proceeds will be distributed to equity security
holders.

                    Laminar Subordinated Claim

Laminar Direct Capital L.P. made loans to the Debtor to finance
its acquisition of two wineries, Byron Vineyard & Winery in Santa
Maria, California and Arrowood Vineyards & Winery in Glen Ellen,
California from Constellation Brands, Inc.

Liens and security interests in substantially all of the Debtor's
assets secured the loans.  As a result of the debt incurred to
finance the acquisitions, the Debtor became over-leveraged, was
unable to service that debt and eventually defaulted in its
obligations to Laminar.  Laminar was entitled to enforce its legal
rights and remedies against the Debtor, including foreclosure of
its liens and security interests.

The Court on Aug. 16, 2006, approved a stipulation among the
Debtor, Laminar, the Committee and Connaught fixing the amount of
Laminar's claims.  Laminar received $87.2 million from the sale
proceeds.  Its remaining subordinated claim amounted to
$1.3 million.

                       Treatment of Claims

Holders of tax claims will receive a cash payment of the allowed
amount of those claim.  In addition, if all allowed unsecured
claims are paid in full, then each allowed tax claim holder would
receive a pro rate basis of interest on that claim.

Red Barn's Claims will be paid in full, including interest and
attorneys' fees, if any.  If a Red Barn Claim is known to be an
allowed administrative claim or an allowed unsecured claim, that
Red Barn Claim will receive the same treatment provided to other
creditors holding similar allowed claims.

Each holder of an allowed Class 2 Secured Claim will receive, at
the Debtor's option:

   (a) 100% of the net proceeds from the sale of its collateral;

   (b) the return of the collateral; or

   (c) other less favorable treatment as agreed by the Debtor and
       secured claim holder.

Priority claims will be paid in full.  In addition, if all allowed
unsecured claims are paid in full, then each holder of an allowed
priority claim will receive interest on that claim at the legal
rate of 4.35% from the bankruptcy filing through the date of
payment in full to the extent of remaining available cash, on a
pro rata basis with holders of allowed tax and unsecured claims
and the Laminar Subordinated Claim.

Holders of Allowed Class 5 Timely Filed Unsecured Claim will
receive their pro rata share of available cash under one or more
distributions, until paid in full.  In addition, if all allowed
class 7 Late Filed Claims are in full payment, then each holder of
Allowed Class 5 claim, will receive interest on that claim at the
legal rate of 4.35% from the bankruptcy filing through the date of
payment in full to the extent of remaining available cash, on a
pro rata basis with holders of allowed tax, priority and late
filed unsecured claims and the Laminar Subordinated Claim.

Pursuant to the Laminar Stipulation, holders of the Laminar
Subordinated Claim will receive half of each additional dollar in
excess of $1.15 million available for distribution to allowed
Class 5 claims, until paid in full of the Laminar Subordinated
Claim.  In addition, if all allowed class 7 Late Filed Claims are
in full payment, then each holder of Laminated Subordinated Claim,
will receive interest on that claim at the legal rate of 4.35%
from the bankruptcy filing through the date of payment in full to
the extent of remaining available cash, on a pro rata basis with
holders of allowed tax, priority and unsecured claims.

All Allowed Class 7 Late Filed Claim holders will receive its pro
rata share of all available cash remaining after payment in full
of Class 5 and 6.  In addition, if all allowed class 7 Late Filed
Claims are in full payment, then each holder of Allowed Class 7
claim, will receive interest on that claim at the legal rate of
4.35% from the bankruptcy filing through the date of payment in
full to the extent of remaining available cash, on a pro rata
basis with holders of allowed tax, priority and Timely Filed
Unsecured Claims and the Laminar Subordinated Claim.

Equity Interest holders, who will lose all rights to control the
management and governance of the Debtor, will receive its pro rata
share of all available cash remaining after payment in full of all
allowed claims.

A full-text copy of the Debtor's Amended Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=061121204459  

                   About The Legacy Estate Group

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and its parent, Connaught Capital Partners LLC,
filed for chapter 11 protection on November 18, 2005 (Bankr. N.D.
Calif. Case No. 05-14659).  John Walshe Murray, Esq., Lovee
Sarenas, Esq., and Robert A. Franklin, Esq., at the Law Offices of
Murray and Murray represent the Debtors in their restructuring
efforts.  Lawyers at Winston & Strawn LLP represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts between $50 million and $100 million.


LEVEL 3: Gets Requisite Consents for Unit's 12.25% Senior Notes
---------------------------------------------------------------
As part of Level 3 Communications, Inc.'s consent solicitation
relating to Level 3 Financing, Inc.'s 12.25% Senior Notes due
2013, as of 5:00 p.m., New York City time, on Feb. 23, 2007, Level
3 Communications had received valid consents from the holders of
substantially all of the outstanding 12.25% Notes to amend the
indenture relating to the 12.25% Notes to provide that, on a one-
time basis at any time between the date the indenture is amended
and Sept. 30, 2007, Level 3 Communications 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 provides 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.

As of the Requisite Consent Time, holders of 12.25% Notes
representing approximately 99.8% of the aggregate principal amount
of the outstanding 12.25% Notes had consented to the Amendment.

In connection with the consent solicitation and the Amendment, on
Feb. 23, 2007, Level 3 Financing, Inc. entered into a Supplemental
Indenture supplementing the Indenture, dated as of March 14, 2006,
among Level 3, as Guarantor, Level 3 Financing, Inc., as Issuer,
and The Bank of New York, as Trustee, relating to the 12.25%
Notes.  The Supplemental Indenture was entered into among Level 3,
Level 3 Financing, Inc., Level 3 Communications, LLC, Broadwing
Financial Services, Inc. and The Bank of New York, as Trustee.

                          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. 23, 2007,
Standard & Poor's Rating Services raised its ratings on
Broomfield, Colorado-based Level 3 Communications Inc. and wholly
owned subsidiary, Level 3 Financing Inc., including the corporate
credit rating, which was raised to 'B-' from 'CCC+'.  The outlook
is stable.  

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.


LIBERTY TAX: Dec. 31 Balance Sheet Upside Down by $49.8 Million
---------------------------------------------------------------
Liberty Tax Credit Plus II L.P. filed its quarterly financial
statements for the three-month period ended Dec. 31, 2006, with
the Securities and Exchange Commission.

At Dec. 31, 2006, the company's balance sheet showed $49,804,757
in total assets, $61,701,595 in total liabilities, resulting in a
$12,598,384 stockholders' deficit.  Stockholders' deficit was
$6,869,110 at March 31, 2006.

The company's December 31 balance sheet also showed strained
liquidity with $46,220,824 in total current assets available to
pay $61,451,595 in total current liabilities coming due within the
next 12 months.

The company reported a $4,978,178 net loss on $2,281,967 of total
revenues for the quarterly period ended Dec. 31, 2006, compared to
a net income of $579,543 on 2,137,108 of total revenues for the
same prior year period.

The results of operations for the three-month period ended
Dec. 31, 2006 consisted primarily of the results of the
partnership's investment in the consolidated Local Partnerships,
excluding the results of its discontinued operations.

Rental income increased approximately 5% for the three-months
ended Dec. 31, 2006 as compared to the corresponding periods in
2005, primarily due to increases in occupancy at three Local
Partnerships.  Other income increased approximately $32,000 for
the three-months ended Dec. 31, 2006 as compared to the
corresponding periods in 2005, primarily due to an increase in
interest income earned on a promissory note from the sale of a
Local Partnership at the Partnership level, a real estate tax
rebate received at one Local Partnership, an increase in interest
income due to higher reserve balances at a second Local
Partnership, and an increase in tenant charges including charges
for property damage and late fees at two additional Local
Partnerships.

A full-text copy of the company's financial statements for the
quarterly period ended Dec. 31, 2006, is available for free at

              http://researcharchives.com/t/s?1a5c

                       About Liberty Tax

Liberty Tax Credit Plus II L.P. invests in other limited
partnerships owning leveraged low-income multifamily residential
complexes that are eligible for the low-income housing tax credit
enacted in the Tax Reform Act of 1986, and to a lesser extent in
Local Partnerships owning properties that are eligible for the
historic  rehabilitation tax credit.


LIONEL LLC: Court Gives Open-Ended Exclusive Periods Extension
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Lionel LLC and its debtor-affiliate Liontech Company's
exclusive periods to file a chapter 11 reorganization plan and
solicit acceptances of that plan.

The Debtors has until 75 days after:

   i) the date on which the Sixth Circuit enters and order on
      the Debtors' docket denying Mike's Train House Inc.'s
      rehearing petition; or

  ii) if the Sixth Circuit grants Mike's Train House Inc.'s
      rehearing petition, the date on which the Sixth Circuit
      issues a final decision in respect of the appeal.

At present, Mike's Train House's rehearing petition remains
pending before the Sixth Circuit.  Mike's Train House is a
member of the Official Committee of Unsecured Creditors.

The Court also extended the Debtors' solicitation period to 60
days after the exclusivity deadline.

                    Mike's Train Litigation

As reported in the Trouble Company Reporter on Oct. 9, 2007,
in 2000, Mike's Train sued the Debtors in the Michigan District
Court accusing the Debtors of, among other things, violation of
the Michigan Uniform Trade Secrets Act, Mich. Comp. Laws Section
445.1901 et seq.

Lionel disputed all of Mike's Train's allegations.

On June 9, 2004, the jury in the Mike's Train Litigation returned
a verdict in favor of Mike's Train and against the Debtors in the
amount of $38,608,305, and on Nov. 3, 2004, the Michigan District
Court entered judgment in favor of Mike's Train in the amount of
the jury verdict.  The Michigan District Court also granted Mike's
Train certain injunctive relief against the Debtors.

As they did not have sufficient liquidity to post a bond to stay
enforcement of the judgment pending the Appeal, the Debtors filed
a chapter 11 petition to provide protection against precipitous
efforts to collect on the judgment, and to provide suppliers and
customers with a degree of certainty while they pursue their
appeal.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including   
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.  
The Company filed for chapter 11 protection on Nov. 15, 2004
(Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh, Esq., at
O'Melveny & Myers LLP and Adam Craig Harris, Esq., at Schulte Roth
& Zabel LLP represent the Debtor in its restructuring efforts.
David M. LeMay, Esq., and Francisco Vazquez, Esq., at Chadbourne &
Parke, LLP, represented the Official Committee of Unsecured
Creditors.  When the Company filed for protection from its
creditors, it estimated assets between $10 million and $50
million and estimated debts more than $50 million.


MAGNOLIA VILLAGE: Wants to Assign Real Properties to Basin Street
-----------------------------------------------------------------
Magnolia Village LLC and its debtor-affiliates ask the United
State Bankruptcy Court for the District of Nevada for permission
to assume and assign non-residential real property leases to Basin
Street Properties.

The Debtors will assume and assign:

     a. Magnolia Double R.I., LLC -- three commercial buildings
        and two vacant land parcels located at Sandhill Drive
        in Reno, Nevada;

     b. Building C -- leased by Jeff Codega planning
        & Design Inc; and

     c. Magnolia South Meadows, IV, LLC -- an 18,784 sq. ft.
        office at 595 Double Eagle Court in Reno, Nevada.

As reported in the Troubled Company Reporter on Feb. 7, 2007,
The Debtors wants to sell the property at $24,000,000 subject
to better and higher offers.  The debtor-affiliates are offering
$22,362,500 for the real property holdings.

On Feb. 15, 2007, the Court denied the Debtors' motion to sell
its properties to Basin Street for $22,012,500.

The Court will convene a hearing at 2:00 p.m., on March 12, 2007,
to consider the Debtors' request.

                      About Magnolia Village

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


MAGNOLIA VILLAGE: Wants to Sell Properties to Flocchini for $23MM
-----------------------------------------------------------------
Magnolia Village LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Nevada for authority
to sell certain real properties to Flocchini Associates LLC.

Specifically, the Debtors want to sell:

     Property                               Amount
     --------                               ------
     Building #A office building          $7,300,000
     Building #C office building          $4,950,000
     Three vacant parcels                 $2,750,000
     South Meadows III office building    $4,000,000
     South Meadows IV office building     $4,000,000
                                         -----------
                                         $23,000,000

The Debtors tell the Court that Flocchinni Associates will also
assume a $5,223,183 loan balance and two secured loans.

The Court will convene a hearing at 9:30 p.m., on March 2, 2007,
to consider the Debtors' request.

                      About Magnolia Village

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


MAKI MAKI: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Maki Maki at Farmer's Market LLC
        3582 Wilshire Boulevard #1050
        Los Angeles, CA 90010

Bankruptcy Case No.: 07-11501

Type of Business: The Debtor is a restaurant serving
                  Japanese dishes.

Chapter 11 Petition Date: February 26, 2007

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Amanda J. Fornwatt, Esq.
                  Horwitz Cron & Jasper Inc.
                  4 Venture, Suite 390
                  Irvine, CA 92618
                  Tel: (949) 450-4942

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A.F. Gilmore Co.                 Lease Agreement       $600,000
6333 West 3rd Street
Los Angeles, CA 90036

Han, Minsoo                      Private Loan          $250,000
[address not provided]

Ra, Weonju                       Private Loan          $200,000
9 Seven Kings Place
Aliso Vicjo, CA 92656

Yu, Bobby                        Private Loan          $200,000
3055 Wilshire Blvd., Suite 700
Los Angeles, CA 90010

Yang, Karen                      Private Loan          $125,000

Han, Minsoo (Father)(sic)        Private Loan           $50,000

J.M.M. Stainless                 Construction Debt      $46,329

R.C. Plumbing                    Construction Debt      $42,611

MC Construction                  Construction Debt      $42,611

Alpha Systems                    Construction Debt      $40,000

Friend of Chung Yujin (sic)      Private Loan           $20,000

Hanlim Construction              Construction Debt      $20,000

John's Air                       Construction Debt      $10,000

Brother Glass                    Construction Debt       $8,500

Shade Sail                       Construction Debt       $7,800

Dabbco Service                   Construction Debt       $5,250

AJ Equipment                     Construction Debt       $5,000

SBR Roofing                      Construction Debt       $5,000

Spicy Brown                      Construction Debt       $2,500

P&P Upholstery                   Construction Debt       $2,000


MASTERCRAFT INTERIORS: Court Okays Amended Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
approved the Disclosure Statement explaining the Joint Plan of
Liquidation filed by Mastercraft Interiors Ltd., Kimels of
Rockville Inc., and the Official Committee of Unsecured Creditors.

The Court determined that the Disclosure Statement contained
adequate information for creditors to make an informed decision
about the Plan.

The Debtors can now solicit acceptances of that Plan.

The Court fixed March 14, 2007, as the last day for filing written
acceptances or rejections of the Plan.

The Court will convene a hearing on March 28, 2007, at 10:30 a.m.
to consider confirmation of the plan.  Confirmation Objections
must be filed by March 14.

               Plan Overview & Treatment of Claims

As reported in the Troubled Company Reporter on Dec. 28, 2006, the
Joint Plan contemplates the substantive consolidation of the
Debtors' assets wherein it will be pooled and used to pay pro rata
all of their creditors.

Under the Joint Plan, Administrative Claims and Priority Tax
Claims against the Debtors will be paid in full.  Holders priority
non-tax deposit claims, totaling approximately
$1,000,000, will be paid in full within 60 days after the
effective date provided that the Debtors or Plan Administrator
will not object to the claim.

The Debtors disclose that Bank of America, a prepetition lender
holding a secured claim, has received substantially all of the
proceeds from the liquidation of its collateral.  BofA has agreed
to subordinate its deficiency claim.  BofA retains certain
residual claim recovery rights under the final DIP financing
orders.  To the extent not already repaid, all amounts owed to the
BofA, as DIP Lender, will be paid in full.

Holders other secured claims will have the collateral securing
their claims returned.  Deficiencies, if any, will be treated as
an unsecured claim.

General Unsecured Claim Holders will receive their pro rata share
of any cash remaining after all other claims are paid.  The
Debtors estimate that unsecured creditors will receive less than
10% of their claims.

Equity interests will be cancelled and holders of these interests
will get nothing under the Joint Plan.

The Plan Administrator and the Debtor's Designee on behalf of the
post-confirmation estate will each reserve $40,000 to be used to
fund the prosecution of litigation, including but not limited to,
the filing of avoidance actions to recover funds that constitute
fraudulent conveyances or preferences under the Bankruptcy Code,
as well as other actions that may exist, including but not limited
to actions against the Debtor's Insiders, which may be commenced
by the Plan Administrator and the Debtor's Designee.

The Debtors and the Committee filed an amended Plan and Disclosure
Statement on Feb. 6, 2007.  The documents do not contain any
material changes from the original plan and disclosure statement
filed last year.

                   About Mastercraft Interiors

Headquartered in Beltsville, Maryland, Mastercraft Interiors Ltd.
-- http://www.mastercraftinteriors.com/-- manufactures furniture  
and other home furnishings.  The Company and its subsidiary,
Kimels of Rockville, Inc., filed for bankruptcy on May 15, 2006,
(Bankr. D. Md. Case No. 06-12769).  Morton A. Faller, Esq.,
Michael J. Lichtenstein, Esq., and Stephen A. Metz, Esq., at
Shulman, Rogers, Gandal, Pordy & Ecker, P.A., represent the
Debtors in their liquidation efforts.  Bradford F. Englander,
Esq., at Linowes and Blocher LLP, represents the Official
Committee Unsecured Creditors.  When Mastercraft Interiors filed
for bankruptcy, it reported assets amounting to $10,600,288 and
debts amounting to $25,485,847.  Kimels of Rockville reported
assets totaling $704,227 and debts amounting to $10,341,704 when
it filed for bankruptcy.

Harold Hackerman was appointed as examiner in the chapter 11 cases
of Mastercraft Interiors, Ltd., and Kimels of Rockville, Inc.


MASTERCRAFT INTERIORS: U.S. Trustee Wants Ch. 11 Trustee Named
--------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
asks the U.S. Bankruptcy Court for the District of Maryland to
appoint a Chapter 11 Trustee in Mastercraft Interiors Ltd. and
Kimels of Rockville Inc.'s bankruptcy cases.

Mr. McDow points the Court to the report of Harold Hackerman, the
examiner who was charged with investigating (i) issues related to
an Order to Show Cause Why a Constructive Trust Should Not Be
Imposed Upon the Assets of the Debtors for the Benefit of the
Individuals Making Deposits for the Purchase of Merchandise, and
allegations arising from fraud or dishonesty in connection with
the issues relating to the Show Cause Order; and (ii) the Debtors'
transactions with insiders and family members of insiders.

As to the issues relating to the Show Cause Order, the Examiner
found that the Debtors collected deposits totaling $370,000 from
606 customers for furniture from specific manufacturers after the
Debtors were notified from those specific manufacturers that those
specific manufacturers would no longer make shipments to the
Debtors.

As to the transactions with insiders, the Examiner found that
within two weeks of the bankruptcy filing, Mastercraft paid its
President, Douglas Gomez, a $35,000 bonus, and paid its Chief
Financial Officer, Dean Nelson, a $20,000 bonus.  The bonuses were
taken as a loan reduction.

In addition, the Examiner found that the Debtors paid Danny Gomez,
the President's brother and a former stockholder, $153,214 during
the year prior to the bankruptcy filing, even though Danny Gomez
performed virtually no work for the Debtors.

Representing the U.S. Trustee, Lynn A. Kohen, Esq., argues that a
Chapter 11 Trustee should be appointed because the Debtors
committed fraud, acted dishonestly, were incompetent or grossly
mismanaged the Debtors' affairs by taking orders for furniture
with monetary deposits from consumers knowing that those orders
could not be filled.  At the very least, the Debtors' actions
amounted to intentional misrepresentation.  The Debtors also
diverted corporate funds to pay insiders unwarranted and unearned
bonuses and other forms of compensation.

According to Mr. McDow, the unsecured consumer creditors, which
were the victims of the Debtors' fraud, dishonesty, incompetence
or gross mismanagement, are not well represented in the Debtors'
cases.  The Official Committee of Unsecured Creditors, whose
responsibility it is to represent all the unsecured creditors, is
comprised entirely of trade creditors, which were not the intended
prey of the Debtors' fraud.

Mr. McDow asserts that a Chapter 11 Trustee represents the
unsecured consumer creditors' best chance at a fair and equitable
treatment under the proposed Plan of Liquidation.

The Court will convene a hearing on March 28, 2007, at 10:30 a.m.
to consider the U.S. Trustee's request.

                   About Mastercraft Interiors

Headquartered in Beltsville, Maryland, Mastercraft Interiors Ltd.
-- http://www.mastercraftinteriors.com/-- manufactures furniture  
and other home furnishings.  The Company and its subsidiary,
Kimels of Rockville, Inc., filed for bankruptcy on May 15, 2006,
(Bankr. D. Md. Case No. 06-12769).  Morton A. Faller, Esq.,
Michael J. Lichtenstein, Esq., and Stephen A. Metz, Esq., at
Shulman, Rogers, Gandal, Pordy & Ecker, P.A., represent the
Debtors in their liquidation efforts.  Bradford F. Englander,
Esq., at Linowes and Blocher LLP, represents the Official
Committee Unsecured Creditors.  When Mastercraft Interiors filed
for bankruptcy, it reported assets amounting to $10,600,288 and
debts amounting to $25,485,847.  Kimels of Rockville reported
assets totaling $704,227 and debts amounting to $10,341,704 when
it filed for bankruptcy.

Harold Hackerman was appointed as examiner in the chapter 11 cases
of Mastercraft Interiors, Ltd., and Kimels of Rockville, Inc.  The
Court approved the Disclosure Statement explaining the Chapter 11
Joint Plan of Liquidation filed by the Debtors and the Creditors
Committee.


MERITAGE HOMES: Issues $150 Mil. of 7.73% Sr. Subordinated Notes
----------------------------------------------------------------
Meritage Homes Corporation disclosed that the private placement of
$150 million aggregate principal amount of 7.73% Senior
Subordinated Notes due April 30, 2017 to qualified institutional
buyers.  The company used the proceeds of $147.2 million from the
offering to pay down borrowings under its revolving credit
facility.

On Feb. 23, 2007 Meritage Homes completed an offering of $150
million aggregate principal amount of 7.731% Senior Subordinated
Notes due 2017 that are guaranteed on a senior subordinated basis
by all of the Company's subsidiaries.

The Securities were offered to investors in a private placement in
reliance on Rule 144A under the Securities Act of 1933, as
amended.

The Securities were issued pursuant to an indenture dated Feb. 23,
2007 among the company, the Guarantors and Wells Fargo Bank,
National Association, as trustee.

The Notes issued by the company are the general unsecured
obligations of the company, are subordinated in right of payment
to all of the company's existing and future senior indebtedness,
rank pari passu in right of payment with all of the company's
existing and future senior subordinated indebtedness, and are
senior in right of payment to all of the company's existing and
future subordinated obligations.  The Notes bear interest at
7.731% per annum, payable quarterly on January 30, April 30, July
30 and October 30 of each year, commencing on April 30, 2007.

The company may redeem the Notes, in whole or in part, at any time
on or after March 1, 2012.  The redemption price for the Notes
will be:

   (i) 103.900% if redeemed during the 12-month period commencing
       on March 1 of 2012,
   
  (ii) 102.900% if redeemed during the 12-month period commencing
       on March 1 of 2013,

(iii) 101.900% if redeemed during the 12-month period commencing
       on March 1 of 2014,

  (iv) 101.00% if redeemed during the 12-month period commencing
       on March 1 of 2015 and

   (v) 100% if redeemed on or after March 1, 2015, plus accrued
       and unpaid interest, if any to the redemption date.

The company may also redeem all or part of the Notes at any time
prior to March 1, 2012 at a redemption price equal to 100% of the
aggregate principal amount of the Notes to be redeemed plus the
Make Whole Amount and accrued and unpaid interest to the
redemption date.

Additionally, the company may redeem up to 35% of the principal
amount of the Notes prior to March 1, 2010 with the net cash
proceeds of certain sales of its capital stock at 107.731% of the

Principal amount of the Notes, plus accrued and unpaid interest,
if any to the date of redemption only if, after the redemption, at
least 65% of the aggregate principal amount of the Notes
originally issued remains outstanding and the notice of redemption
is mailed within 90 days of such sale of capital stock.

The terms of the Indenture, among other things, generally limit
the ability of the company and certain of its subsidiaries to

   (i) incur additional indebtedness,

  (ii) pay dividends, redeem equity interests and make certain
       investments,

(iii) create liens,

  (iv) sell or exchange assets and

   (v) effect mergers.

A full-text copy of the Indenture is available for free at:
http://ResearchArchives.com/t/s?1a62

                   About Meritage Homes Corp.

Headquartered in Scottsdale, Arizona, Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- is a leader in the  
consolidating homebuilding industry.  Meritage operates in fast-
growing states of the southern and western United States,
including six of the top 10 single-family housing markets in the
country, and has reported 18 consecutive years of record revenue
and net earnings.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Fitch affirms Meritage Homes Corporation's 'BB' Issuer Default
Rating; 'BB' Senior unsecured; and 'BB' Unsecured bank credit
facility.

The rating applies to approximately $479 million in senior notes
and the $850 million revolving credit facility.   The Rating
Outlook has been changed from Positive to Stable.


MORTGAGE LENDERS: Accredited Wants to Foreclose Kansas Property
---------------------------------------------------------------
Accredited Home Lenders, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to terminate the automatic stay under
Section 362 of the Bankruptcy Code with respect to mortgaged
property located at 1920 East Mohawk Drive, in Olathe, Kansas.  

Specifically, Accredited seeks lift stay relief to:

   (1) foreclose on its Mortgage against the Property;

   (2) name Mortgage Lenders Network USA, Inc., as a
       defendant in its foreclosure action; and

   (3) take legal action for enforcement of its right to
       possession of the Premises.

Susan and Robert Gillam executed an adjustable rate note for
Accredited in the principal sum of $121,600 on August 24, 2004.  
The Note is secured by a first priority perfected lien against
the Property and evidenced by a Mortgage executed on the same
date and in the same amount, according to Adam R. Elgart, Esq.,
at Mattleman, Weinroth & Miller, P.C., in Newark, Delaware.

The Gillams defaulted on the Mortgage and Accredited filed a
complaint in foreclosure in the District Court of Johnson County,
the state of Kansas, Civil Department.  As of January 2007,
Accredited was granted, with the consent and approval of the
Debtor's attorneys, a judgment of foreclosure for $119,161, plus
all accrued and default interest, and all applicable legal fees
and expenses.  

Mr. Elgart informs the Court that, incidentally, the Debtor was
named as a defendant as the second lien holder by virtue of the
Note and Mortgage against the Mortgaged Premises executed in
August 2004, for $30,400.

The total amount due to Accredited as of February 14, 2007, is
$125,954.  An appraisal for the Mortgaged Property sets forth a
fair market value at $157,000.  

Mr. Elgart says the request should be granted for several
reasons, including:

     * insubstantial equity in the Mortgaged Premises exists;

     * the Premises are not necessary to Debtor's rehabilitation
       in the Chapter 11 case; and

     * Accredited's security interest is not adequately
       protected.

                   About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.  The Debtor's exclusive period to file a chapter 11
plan expires on June 5, 2007.  (Mortgage Lenders Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NASSAU CDO: Moody's Rates 18,000 Preference Shares at Ba1
---------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Preference Shares issued by Nassau CDO I, Ltd.:

   (1) Aaa to $600,000,000 Class A-1A First Priority Senior
       Secured Delayed Draw Floating Rate Notes Due 2051;

   (2) Aaa to $600,000,000 Class A-1B First Priority Senior
       Secured Floating Rate Notes Due 2051;

   (3) Aaa to $120,000,000 Class A-2 Second Priority Senior
       Secured Floating Rate Notes Due 2051;

   (4) Aaa to $111,000,000 Class A-3 Third Priority Senior         
       Secured Floating Rate Notes Due 2051;

   (5) Aa2 to $36,000,000 Class B Fourth Priority Senior
       Secured Floating Rate Notes Due 2051;

   (6) A2 to $10,000,000 Class C Fifth Priority Mezzanine
       Secured Floating Rate Notes Due 2051;

   (7) Baa2 to $5,000,000 Class D Sixth Priority Mezzanine
       Secured Floating Rate Notes Due 2051 and

   (8) Ba1 to 18,000 Preference Shares Par Value $0.01 Per
       Share.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the
Preference Shares addresses only the ultimate receipt of the
"Rated Balance".

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of RMBS Securities, CDO
Obligations, CMBS Securities and Other ABS Securities due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.


NATIONAL SECURITY: A.M. Best Says Financial Strength is Fair
------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B++
(Good) and the issuer credit rating of "bbb" of National Security
Fire and Casualty Company and the FSR of B+ (Good) and ICR of
"bbb-" of its wholly-owned subsidiary, Omega One Insurance
Company, Inc., both members of the National Security Group.

Concurrently, A.M. Best has affirmed the FSR of B (Fair) and has
assigned an ICR of "bb" to the life/health company, National
Security Insurance Company.  A.M. Best has also affirmed the ICR
of "bb" of The National Security Group, Inc. [NASDAQ: NSEC].  The
outlook for all ratings is stable.  All companies are domiciled in
Elba, Alabama.

The ratings of National Security reflect its adequate risk-
adjusted capitalization and well-established niche position as a
provider of dwelling/fire coverage in the Southeast.  However,
somewhat offsetting these positive rating factors is the group's
geographic and product concentration in the Gulf Coast states,
which subjects National Security's earnings and surplus to
weather-related catastrophes.

The ratings of Omega One acknowledge its low underwriting leverage
and favorable operating performance.  Partially offsetting these
positive rating factors is the company's geographic concentration
that leaves it susceptible to severe weather-related losses, as
well as competitive and regulatory pressures.

The ratings of National Security Insurance Company recognize the
recent decline in its capital and surplus, fluctuating operating
results and limited geographic profile.  Partially offsetting
these positive attributes are the company's adequate level of
risk-adjusted capitalization, recent-albeit modest-growth of new
premium and improved level of persistency on its ordinary life
line.

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


NATIONSLINK FUNDING: Fitch Holds Rating on Class G Certs. at BB
---------------------------------------------------------------
Fitch Ratings upgrades NationsLink Funding Corporation's
commercial mortgage pass-through certificates, series 1999-SL, as:

   -- $14.3 million class D to 'AA+' from 'AA'
   -- $7.7 million class E to 'A+' from 'A'

Affirmed:

   -- $40.2 million class A-5 at 'AAA';
   -- $377,437 class A-6 at 'AAA';
   -- $21.6 million class A-IV at 'AAA';
   -- $17.6 million class B at 'AAA';
   -- $15.4 million class C to 'AAA';
   -- $17.6 million class F at 'BB+'; and
   -- $6.6 million class G at 'BB'.

Fitch does not rate the notional $159 million class X.  Classes
A-1, A-2, A-3, and A-4 have paid in full.

The upgrades are a result of additional paydown since Fitch's last
rating action.  As of the February 2007 distribution date, the
pool's collateral balance has been reduced 88%, to $141.6 million
from $1.18 billion at issuance.  Although, the transaction has
paid down significantly, the pool still remains diverse by
property type with 461 loans of the original 2,755 remaining.

The transaction's structure has reverted to a modified sequential
pay structure with only the A classes receiving principal.  The
deal includes an overcollateralization (OC) feature which creates
a first loss piece that absorbs any losses that otherwise would
result in principal loss to the trust.  The current OC amount is
equal to $13 million (8.4% of the pool).  To date, the OC
structure of the pool has prevented any principal losses to the
trust.

The transaction continues to perform well with a history of low
delinquencies.  Currently, there are no delinquent or specially
serviced loans in the deal.


OMEGA ONE: A.M. Best Affirms B+ Financial Strength Rating
---------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B++
(Good) and the issuer credit rating of "bbb" of National Security
Fire and Casualty Company and the FSR of B+ (Good) and ICR of
"bbb-" of its wholly-owned subsidiary, Omega One Insurance
Company, Inc., both members of the National Security Group.

Concurrently, A.M. Best has affirmed the FSR of B (Fair) and has
assigned an ICR of "bb" to the life/health company, National
Security Insurance Company.  A.M. Best has also affirmed the ICR
of "bb" of The National Security Group, Inc. [NASDAQ: NSEC].  The
outlook for all ratings is stable.  All companies are domiciled in
Elba, Alabama.

The ratings of National Security reflect its adequate risk-
adjusted capitalization and well-established niche position as a
provider of dwelling/fire coverage in the Southeast.  However,
somewhat offsetting these positive rating factors is the group's
geographic and product concentration in the Gulf Coast states,
which subjects National Security's earnings and surplus to
weather-related catastrophes.

The ratings of Omega One acknowledge its low underwriting leverage
and favorable operating performance.  Partially offsetting these
positive rating factors is the company's geographic concentration
that leaves it susceptible to severe weather-related losses, as
well as competitive and regulatory pressures.

The ratings of National Security Insurance Company recognize the
recent decline in its capital and surplus, fluctuating operating
results and limited geographic profile.  Partially offsetting
these positive attributes are the company's adequate level of
risk-adjusted capitalization, recent-albeit modest-growth of new
premium and improved level of persistency on its ordinary life
line.

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

   
OWENS CORNING: Wants San Mateo's $1.5 Million Claim Disallowed
--------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to disallow and expunge a
$1,500,000 claim -- Claim No. 12695 -- filed by the San Mateo
County Health Department, in San Mateo, California, on May 1,
2006.

The Claim asserted that Owens Corning is legally obligated to
investigate and remediate soil and groundwater contamination
caused by an underground storage tank, which is owned and
operated by the Debtors at 477 Forbes Boulevard, in South
San Francisco, California, before January 1986.

In an attached letter to the Claim, San Mateo County stated that
the amount is an estimated "reasonable upper limit" of
investigating and remediating similar sites and that the "exact
amount is unknown."

Based on correspondence and other records provided by the County,
Owens Corning believes that Robert J. Miller Co. removed the Tank
from the Site in January 1986.

San Mateo County asserted that the Tank removal was not conducted
accordance with applicable removal laws and regulations in 1986.
The County stated that it notified Robert Miller soon after the
Storage Tank was removed.

The County further alleged that hydrocarbons were reportedly
detected in a groundwater sample from the Storage Tank excavation
pit at the time of the Removal.  At some point in time, the
County referred the case to the California Regional Water Quality
Control Board, which subsequently referred the matter back to the
County.

In 1994, San Mateo County named Pacific Agri Products, Inc., the
current owner of the Site, as a responsible party.  Pacific Agri
Products performed sampling of soils and groundwater at the Site,
which data indicated presence of gasoline in soil and
groundwater.

By a letter dated January 29, 2004 -- 18 years after the Tank
Removal -- the County stated that it should have also named Owens
Corning as a responsible party for the contamination since the
company was the operator of the Tank.

On April 17, 2004, San Mateo County issued to Owens Corning a
notice of responsibility for the Tank containing "diesel fuel oil
and additives," and listed the reported date of the release as
January 17, 1986.

In a May 3, 2006 letter, San Mateo County further stated that
"Owens Corning was the last known owner of the [Tank] identified
as the source of the contamination," based on the Application
listing Owens Corning Fiberglass as the owner of the Tank.  The
letter also asserted that EROM Second Corp. was the owner at the
time the contamination was discovered at the Site, and that Owens
Corning leased the Site from EROM from 1966 until 1988.

Norman L. Pernick, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, contends that it is appropriate to disallow the Claim
because:

   (a) the County failed to demonstrate that any Debtor is
       legally responsible for any contamination on the Site;

   (b) it is barred by applicable statute of limitations, which
       provides that civil claims under applicable provisions of
       the California Health and Safety Code must be brought
       within five years after discovery of the facts underlying
       a claim; and

   (c) it is filed more than four years after the April 15, 2002
       Claims Bar Date.

Mr. Pernick asserts that the Robert Miller Application is not
proof of the Tank ownership, and does not contain information
about the tank operator's identity.

Moreover, in the event the Claim is allowed in any amount, Owens
Corning insists that San Mateo County should not be entitled to a
priority status under Section 507(a)(8) of the Bankruptcy Code
because the Claim cannot be classified as neither a "tax claim"
nor a "custom duty."

Headquartered in Toledo, Ohio, Owens Corning (OTC: OWENQ.OB)
-- http://www.owenscorning.com/-- manufactures fiberglass     
insulation, roofing materials, vinyl windows and siding, patio  
doors, rain gutters and downspouts.  The company filed for chapter  
11 protection on Oct. 5, 2000 (Bankr. D. Del. Case. No. 00-03837).   
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the  
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,  
represents the Official Committee of Asbestos Creditors.  James J.  
McMonagle serves as the Legal Representative for Future Claimants  
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.  
(Owens Corning Bankruptcy News, Issue No. 150; Bankruptcy  
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).  

As reported in the Troubled Company Reporter on Oct. 9, 2006, the  
Honorable John P. Fullam, Sr., of the U.S. District Court for the  
Eastern District of Pennsylvania affirmed on Sept. 28, 2006, the  
order of the Honorable Judith Fitzgerald of the U.S. Bankruptcy  
Court for the District of Delaware, confirming Owens Corning's  
Sixth Amended Plan of Reorganization.  The Plan took effect on  
Oct. 31, 2006, marking the company's emergence from Chapter 11.


PACIFIC LUMBER: Scopac Can Access Cash Collateral Until March 9
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, gave Scotia Pacific Company LLC,
authority, until March 9, 2007, to:

   (a) use cash collateral in which Bank of America National Trust      
       and Savings Association and Bank of New York Trust each
       possess an interest, including funds in the SAR Account;
       and

   (b) provide adequate protection to both banks to the
       extent of any diminution in the value of their interests
       in the Prepetition Collateral.

The Court has set a March 6 final hearing to consider Scopac's
proposed third interim order for the continued use of cash
collateral.

As reported in the Troubled Company Reporter on Jan. 24, 2007, the
Court had granted authority to Scopac to use the cash collateral
until Feb. 16, 2007.

As reported in the Troubled Company Reporter on Feb. 14, 2007, the
Committee of Timber Noteholders opposed Scopac's use of cash
collateral because Scopac had not satisfied any of the conditions
of the second interim order.

                Creditors Committee's Objection

The Official Committee of Unsecured Creditors asks Judge Schmidt
to deny approval of the proposed third Interim Order.

The Creditors Committee points out that:

   (a) the proposed Interim Order does not presently contemplate
       Scopac sharing budget and other information with the
       Committee in the same fashion as it is to be shared with
       other interested parties; and

   (b) there is no reason why Scopac should pay the Indenture
       Trustee's fees and expenses pending the Court's
       determination that the bondholders are oversecured

The Committee also asks the Court to give it full and fair
opportunity under the proposed Interim Order to review and
examine the liens and debts asserted by Scopac's lenders.

Additionally, the Debtors' proposed Third Interim Order states
that "(Scotia Pacific Company LLC) has expressly reserved its
rights with respect to the status of the (Official Committee of
Unsecured Creditors) as a joint committee (for all the Debtors),"
Maxim B. Litvak, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in San Francisco, California, points out.

Mr. Litvak argues that the proposed language does not belong in a
Court order and it has nothing to do with the issue of cash
collateral.

Scopac can state on the record what rights it believes should be
reserved, but as time passes and Scopac take positions contrary
to the interests of Scopac's unsecured creditors, the Creditors
Committee will continue to resist those positions and fulfill its
duties to unsecured creditors, Mr. Litvak says.

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. 6, http://bankrupt.com/newsstand/or    
215/945-7000).


PACIFIC LUMBER: Timber Noteholders Object to Intercompany Setoff
----------------------------------------------------------------
The Ad Hoc Committee of Timber Noteholders in Pacific Lumber
Company and its debtor-affiliates' bankruptcy cases objects to any
setoff or recoupment of the amounts purportedly owed by Scotia
Pacific LLC to Pacific Lumber Company.

Specifically, the Committee disputes the Debtors' request
with respect to any amounts purportedly owed by Scopac to PALCO.
With respect however to the amounts due to Scopac under the Master
Purchase Agreement dated July 20, 1998, the Court should require
that PALCO pay Scopac the full $3,195,000 that it indisputably
owes to Scopac, Mr. Melko asserts.

As reported in the Troubled Company Reporter on Feb. 21, 2007,
Pacific Lumber and Scotia Pacific Company asked the
U.S. Bankruptcy Court for the Southern District of Texas to
authorize (i) PALCO to pay Scopac $3,195,000 for logs purchased
for January 2007; and (ii) Scopac to pay PALCO $995,000 for
services rendered for January 2007, pursuant to a Master Purchase
Agreement and a Services Agreement entered into between the two
companies on July 20, 1998.

The settlement of the obligations between the two debtor companies  
would be effected by PALCO exercising setoff or recoupment of the
$995,000, thus making a $2,200,000 payment to Scopac.

There is no dispute that Scotia Pacific Company LLC is a critical
vendor of The Pacific Lumber Company, John P. Melko, Esq., at
Gardere Wynne Sewell LLP, in Houston, Texas, avers.  Without
Scopac's timber, PALCO would lose its primary source of timber
for milling operations.

Accordingly, the Ad Hoc Committee of Timber Noteholders does not
object to the Debtors' request to permit PALCO to pay Scopac.  
The Noteholder Committee, however, disputes the Debtors' request
with respect to any amounts purportedly owed by Scopac to PALCO.

The relationship between PALCO and Scopac is a matter that
deserves further investigation and consideration before PALCO can
be granted any benefits, Mr. Melko points out.  "Whether PALCO
has abused its control over Scopac or acted in any improper or
inequitable manner is an issue that needs to be resolved before
PALCO is to be granted any definitive relief regarding any claim
-- whether prepetition or postpetition -- that it purports to
have against Scopac," Mr. Melko says.

Mr. Melko argues that PALCO cannot be characterized as a
"critical vendor" of Scopac.  PALCO has contractual obligations
to perform services related to its timber harvesting activities
on Scopac's land.  PALCO's activities are inextricably
intertwined with its purchase of timber from its own critical
vendor -- Scopac -- and not the reverse, Mr. Melko states.  "The
services performed by PALCO are simply part-and-parcel of the
consideration that PALCO pays for the timber that it purchases
from Scopac."

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. 6, http://bankrupt.com/newsstand/or    
215/945-7000).


PELTS & SKINS: Files Amended Disclosure Statement in Louisiana
--------------------------------------------------------------
Pelts & Skins LLC and its debtor-affiliate, PS Chez Sidney LLC,
filed with the United States Bankruptcy Court for the Eastern
District of Louisiana an Amended Disclosure Statement explaining
their Chapter 11 Plan of Reorganization.

                        Treatment of Claims

Under the Plan, Audi Financial Service, DeLage Landen Financial
Services, and Ford Motor Credit will be paid in full from the
Operating Cash Flow based upon a 5 year amortization, with
quarterly payments of principal at a 7% interest rate, to begin on
June 30, 2007.

Priority Non-Tax Claims will also receive the same treatment as
Audi, DeLage and Ford, with the exception that quarterly payments
will begin on Jan. 1, 2008.

Holders of Unsecured Claim totaling $1,000 or less will be paid in
full within 30 days of the effective date.

                 JPMC RLOC Revolver/Term Loan Claim

JP Morgan Chase Bank N.A. RLOC Revolver and Term Loan Claim
will bear interest rate of Prime minus of 2.25% if Pelts & Skins
is not performing within a 15% variance of the budget.  Deferred
interest will be rolled over to the end of the RLOC Revolver/Term
Loan.  Payment of interest is to be deferred until April 2007.

However, the Debtor says it won't be required to pay interest, to
be paid monthly beginning May 1, 2007, if its cash flow is
negative.  If interest payments are over 90 days delinquent, then
JP Morgan will declare the Revolver or Term Loan in default.

All proceeds from the sale of working capital assets will be
paid to the RLOC Revolver, and the sale of "hard" assets and
insurance proceeds will be paid to the Term Loan.

Beginning June 2007, 30% of the positive JP Morgan's Cash Flow
will be applied to the principal payments on the RLOC Revolver,
while 70% will be placed to the Term Loan.

                     General Unsecured Claims

Holders of Unsecured Claims can elect either:

     i) payment in full of their claims 3 years after the
        effective date from these sources:

        -- Unsecured Payment Cash Flow and the Operating Cash
           Flow, and
      
        -- 50% of net recoveries from Avoidance Claims or Causes
           of Action of the Debtors against Zachary Casey and any
           of his affiliates.

        Under this option, Unsecured Creditors will receive no
        less than an interest-only payment on an annual basis
        based on an interest rate of 7%, commencing Jan. 1,
        2007.       

    ii) early discounted pay of the Unsecured Claim within 1 year
        of the effective date.

        Under this option, Unsecured Creditors will have the
        right to tender to the Debtors' Unsecured Creditors'
        Allowed Unsecured Claim.  The Debtor will pay the
        Unsecured Creditors 25% of the Allowed Unsecured Claim    
        from the Unsecured Payment Cash Flow within 30 days
        of the tender.

        In the event the Debtors can't pay the 25% claim, BGKP
        Properties Inc. will pay for the Debtor and will:

        -- take ownership of the claim;
        -- be paid as an Unsecured Creditor; and
        -- not be considered Affiliates/Member/Insiders.

                          Other Claims

Affiliates/Members/Insiders Claim Holders will be paid in full
using funds from the Unsecured Payment Cash Flow within 10 years
of the effective date, after:

     -- payment in full made to the holders of Unsecured
        Claims, and

     -- the Debtors receive written approval from JP Morgan
        pursuant to the terms of the JP Morgan Chase Loans,
        or JP Morgan Chase Loans are paid in full.

Equity Interests in the Debtor will remain in full force and
effect until the DIP loan is paid in full or JP Morgan consents
only tax distributions may be made to interest holders.

A full-text copy of Pelts & Skins' Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=070227220445

                      About Pelts & Skins

Headquartered in Covington, Louisiana, Pelts & Skins, L.L.C. --
http://www.pelts.com/-- produces, processes, and sells alligator   
skins to tanneries throughout the United States.  The Company's
subsidiary, PS Chez Sidney, LLC, distributes alligator meat
packaged as Chef Penny's brand.  The Company and its subsidiary
filed for chapter 11 protection on Aug. 1, 2006 (Bankr. E.D. La.
Case No. 06-10742).  Douglas S. Draper, Esq., at Heller, Draper,
Hayden, Patrick & Horn, L.L.C., represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million
and $50 million.


PENNSYLVANIA REAL: Fitch Holds Issuer Default Rating at BB
----------------------------------------------------------
Fitch has affirmed the preferred stock rating of 'B+' on
Pennsylvania Real Estate Investment Trust.  Fitch has also
affirmed the Issuer Default Rating of 'BB' for PREIT and maintains
its Positive Outlook.

The affirmations reflect PREIT's relatively solid debt service
coverage and leverage metrics.  For a primarily secured borrower,
PEI does have some degree of financial flexibility through a
relatively reasonable use of leverage and an unencumbered asset
pool that represents approximately 21% of total assets.  In
addition, the company upholds a $500 million unsecured line of
credit with $223 million of availability as of Sept. 30, 2006.
Furthermore, Fitch calculates that PEI has a capital ratio of
1.13x at a 'BB' stress level, which is adequate for the rating
category.  Moreover, the company has a manageable lease expiration
schedule, with an average of 11% of annual base rents expiring
over the next four years.  The quality of the company's underlying
portfolio continues to improve, as 15 of PREIT's 39 malls have
sales per square foot above $350.

The ratings are balanced by PREIT's geographic concentration in
the mid-Atlantic and Pennsylvania region, which, accounts for
approximately 78% and 56% of annualized base rent, respectively.
Same-store net operating income decreased 0.5% in the third
quarter of 2006, which has moderated in the last three quarters
and appears to be partially affected by the 14 properties
currently undergoing various phases of redevelopment.  These
projects represent about $346 million of commitments and are
expected to be substantially completed within the next year.
Additionally, PEI has a somewhat lumpy near-term debt maturity
schedule with a rather onerous 45% of its total debt maturing in
2008 and 2009.  The bulk of this is represented by a REMIC
consisting of 15 properties maturing in 2008 and the company's
revolving line of credit that comes due in 2009.

Fitch is also concerned about asset concentration risk as P-REIT's
portfolio comprises only 51 total properties with the five largest
properties by investment constituting approximately 28% of total
assets.  Moreover, the portfolio is fairly aged at an average of
28 years.  However, PREIT has done a solid job of updating their
properties to keep them competitive, and 29 of the 50 retail
properties have undergone a major rehabilitation within the last
ten years.  Finally, PEI has minimal sources of unsecured capital
and no demonstrated access to the public unsecured debt market,
which limits its potential financial flexibility relative to more
highly rated peers.

Interest coverage and fixed charge coverage ratios of 2.4x and
1.4x, respectively, are comparable to similarly rated real estate
investment trusts.  Debt leverage stood at 58.9% of undepreciated
book capitalization and debt plus preferred stock was 62.7% of
undepreciated book at the end of third quarter 2006, which is also
in line with comparably rated REITs.  As of Sept.30, 2006, the
company had a sound unencumbered asset coverage of unsecured debt
of 2.4x.

Fitch is retaining the Positive Outlook.  Since the rating
agency's last review, PREIT demonstrated less reliance on its
credit facility, although its leverage and coverage metrics also
declined slightly, particularly its fixed charge coverage ratio.
However, it is not yet evident whether the company's current
redevelopment projects will lead to substantially improved
property operating performance once in the stabilized portfolio.
Fitch anticipates resolving the Outlook over the next 9-12 months.
Two primary factors will ultimately determine the resolution.

First, Fitch would like to see if PREIT can exhibit improved
operating performance in the portfolio as a result of the
company's redevelopment projects.  

Second, Fitch would like to see an indication that PEI will be
able to successfully manage its rather burdensome debt maturity
schedule in the next two years.

Pennsylvania Real Estate Investment Trust, headquartered in
Philadelphia, is a $3.1 billion owner, manager, and developer of
regional malls and strip and power centers located predominantly
throughout the Mid-Atlantic United States.  The portfolio consists
of 51 properties containing approximately 35 million square feet,
including 39 shopping malls, 11 strip and power centers, and one
office property.


PETER ROSI: Case Summary & Nine Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Peter S. L. Rosi
        aka Peter Shambaugh Louis Rosi, MD
        aka Peter SL Rosi, MD
        205 E. Marion
        Prospect Heights, IL 60070

Bankruptcy Case No.: 07-03190

Type of Business: The Debtor is a physician employed by Homefirst
                  Homecare in Rolling Meadows, Ill.

Chapter 11 Petition Date: February 23, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Joy E. Levy, Esq.
                  Arnstein & Lehr LLP
                  120 S. Riverside Plaza, Suite 1200
                  Chicago, IL 60606
                  Tel: (312) 876-7880
                  Fax: (312) 876-0288

In his Schedules of Assets and Liabilities, the Debtor indicated
that he has:

      Total Assets:  $56,280

      Total Debts:  $189,000

In his chapter 11 petition, the Debtor indicated that he has:

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

      Estimated Debts:  $1 Million to $100 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Countrywide Home Loans           Mortgage secured      $170,000
P.O. Box 10219                   by a residence
Van Nuys, CA 91410-0229          owned by the
                                 Debtor's spouse
                                 in trust

Mount Prospect National Bank     Home Equity Loan       $19,000
                                 on residence
                                 owned by Debtor's
                                 spouse in trust

Ayesha El Amin                   Medical                Unknown
c/o Hegarty & Heath              Malpractice
Attn: Tim Heath                  Action
70 W. Madinson St., Suite 2070   07 L 000099 and
Chicago, IL 60602                00 L 000734

Donna Williams, et al.           Medical                Unknown
c/o Ashman & Gary Assoc.         Malpractice
150 N. Wacker St., Suite 3000    Action
Chicago, IL 60606                05 L 012346

Louis Weiss Memorial             Lawsuits               Unknown
c/o Querrey Harrow               06 L 007938,
175 W. Jackson St., Suite 1600   05 L 012048, and
Chicago, IL 60604                02 L 012151

Mark T. Neil & Associates                               Unknown
55 W. Monroe St., Suite 3330
Chicago, IL 60603

Paul Howey, et al.               Medical                Unknown
c/o John J. Dwyer                Malpractice
30 N. LaSalle St., Suite 3900    Action
Chicago, IL 60602                00 L 006832

Sara and Michael Meline          Medical                Unknown
c/o Baizer & Kolar PC            Malpractice
513 Central Avenue               Action
Highland Park, IL 60035          96 L 015232

Sears                            Credit card            Unknown
P.O. Box 182149
Columbus, OH 43218-2149


PHELPS DODGE: Moody's Lowers Ratings on $556.7 Million Notes to B1
------------------------------------------------------------------
Moody's Investors Service confirmed Freeport-McMoRan Copper & Gold
Inc.'s Ba3 corporate family rating and reported a number of rating
actions with respect to Freeport and Phelps Dodge Corporation.  

The ratings actions are based on the assumption that Freeport
completes the acquisition of Phelps Dodge on substantially the
terms agreed.  The ratings reflect the overall probability of
default of Freeport, to which Moody's assigns a PDR of Ba3, LGD4,
50%.  The outlook for both Freeport and Phelps Dodge is stable.

In related rating actions, Moody's assigned a Baa3, LGD1, 1.0%
senior secured rating to Freeport's $500 million secured revolver
and Ba2, LGD2, 29% senior secured ratings to each of Freeport's
$1 billion secured revolver, $2.5 billion secured Term Loan A, and
$7.5 billion secured Term Loan B.  Freeport's existing 6.875%,
10.125% and 7.20% senior unsecured notes, which are being granted
a security and guarantee package equivalent to the $1 billion
revolver and Term Loans A & B, were upgraded to Ba2, LGD2, 29%
from B1.

Moody's downgraded Phelps Dodge's Cyprus Amax notes, which mature
in May 2007, as well as the ratings on Phelps Dodge's other
existing senior unsecured notes to B1, LGD4, 63% from Baa2.
Moody's also affirmed Freeport's SGL-1 Speculative Grade Liquidity
rating.  This concludes Moody's review of the ratings of Freeport
and Phelps Dodge begun on Nov. 20, 2006 following the disclosure
that Freeport had agreed to acquire Phelps Dodge for $26 billion.

The Ba3 corporate family rating reflects Freeport's very high debt
level of approximately $19 billion and what Moody's believes will
be a protracted time frame for debt reduction in the face of
softening metals prices and continued high cost challenges. The
rating also considers the high concentration in copper and
resultant variability in earnings and cash flow, significant
capital expenditures, and a high level of reliance on the Grasberg
mine in Indonesia.  The rating also reflects the cultural
challenges inherent in the acquisition of the larger Phelps Dodge
by Freeport, and the execution and political risk of Phelps
Dodge's development project in the Congo.  The Ba3 rating
favorably considers the company's leading positions in copper and
molybdenum, a significant amount of gold production, the low cost,
long-life reserves at PT-FI, and improved operating and political
diversity.

Ratings confirmed:

   * Freeport-McMoRan Copper & Gold Inc.

      -- Corporate Family Rating: Ba3
      -- Probability of Default Rating: Ba3

Ratings assigned:

   * Freeport-McMoRan Copper & Gold Inc.

      -- $0.5 billion Senior Secured Revolving Credit facility,
         Baa3, LGD1, 1.0%

      -- $1.0 billion Senior Secured Revolving Credit Facility,
         Ba2, LGD2, 29%

      -- $2.5 billion Senior Secured Term Loan A, Ba2, LGD2, 29%

      -- $7.5 billion Senior Secured Term Loan B, Ba2, LGD2, 29%

Ratings to be upgraded:

   * Freeport-McMoRan Copper & Gold Inc.

      -- $340 million 6.875% Senior Unsecured Notes due 2014, B1
         to Ba2, LGD2, 29%

      -- $272 million 10.125% Senior Unsecured Notes due 2010, B1
         to Ba2, LGD2, 29%

      -- $0.2 million 7.20% Senior Unsecured Notes due 2026, B1
         to Ba2, LGD2, 29%

Ratings to be downgraded:

   * Cyprus Amax Minerals Company

      -- $60.1 million 7.375% Senior Notes due 2007, Baa2 to B1,
         LGD4, 63%

   * Phelps Dodge Corporation

      -- $107.9 million 8.75% Senior Notes due 2011, Baa2 to B1,
         LGD4, 63%

      -- $115 million 7.125% Senior Notes due 2027, Baa2 to B1,
         LGD4, 63%

      -- $150 million 6.125% Senior Notes due 2034, Baa2 to B1,
         LGD4, 63%

      -- $193.8 million 9.50% Senior Notes due 2031, Baa2 to B1,
         LGD4, 63%

Ratings to be withdrawn:

   * PD Capital Trust I

      -- Preferred Stock Shelf, currently (P)Baa3

   * PD Capital Trust II

      -- Preferred Stock Shelf, currently (P)Baa3

   * Phelps Dodge Corporation

      -- Multiple Seniority Shelf, currently (P)Ba1

Outlook Actions:

   * Freeport-McMoRan Copper & Gold Inc.

      -- Outlook, Changed To Stable from Rating Under Review

   * Cyprus Amax Minerals Company

      -- Outlook, Changed To Stable from Rating Under Review

   * Phelps Dodge Corporation

      -- Outlook, Changed To Stable from Rating Under Review

Phelps Dodge Corporation is a Phoenix based producer of copper and
molybdenum and had revenue in 2006 of $11.9 billion.

Freeport-McMoRan Copper & Gold Inc. is a Louisiana based producer
of copper and gold through its Grasberg mine in Indonesia.
Freeport had revenue in 2006 of $5.8 billion.


PITTSFIELD WEAVING: Can File Plan of Reorganization Until March 19
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
extended the exclusive periods of Pittsfield Weaving Company:

   a) to file a plan of reorganization until March 19, 2007; and
   b) to solicit acceptances of that plan until May 18, 2007.

The Debtors' exclusive period to file a plan expired on Jan. 18,
2007.

The Debtor tells the Court that Official Committee of Unsecured
Creditors appointed in the Debtor's bankruptcy cases has been
reviewing a draft plan of reorganization several weeks ago.  Since
the Debtor provided a second draft of the plan on Jan. 17, 2007,
participation and support of a number of parties would be needed
to assure adequacy of the terms of the plan.

The Debtor has also been delayed due to the inordinately large
amount of time spent in discovery done in connection with cash
collateral motions.

Based in Pittsfield, New Hampshire, Pittsfield Weaving Company --
-- http://www.pwcolabel.com/-- provides brand identification to    
the apparel and soft goods industries, and manufactures woven and
printed labels and RFID/EADS solutions.  The company filed it
chapter 11 protection on Sept. 20, 2006 (Bankr. D. NH Case
No. 06-11214).  Williams S. Gannon, Esq., at William S. Gannon
PLLC represent the Debtor in its restructuring efforts.  Bruce A.
Harwood, Esq., at Sheehan Phinney Bass + Green, PA serves as
counsel to the Official Committee of Unsecured Creditors.
Pittsfield Weaving estimated its assets and debts at $10 million
to $50 million when it filed for protection from its creditors.


PRESIDENTIAL LIFE: A.M. Holds Financial Strength Rating at B+
-------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B+
(Good) and the issuer credit rating of "bbb-" of Presidential Life
Insurance Company.

Concurrently, A.M. Best has affirmed the ICR of "bb-"and the debt
rating of "bb-" of $100 million 7.875% senior notes due 2009 for
the parent company of Presidential, Presidential Life Corporation
[NASDAQ: PLFE] (both of Nyack, NY).  The outlook for all ratings
is stable.

The ratings reflect Presidental's continued profitability, the
increase in its absolute capital and surplus account and the
adequate leverage ratios at the holding company.  As a result of
recent improvement in capitalization, Presidential Life
Corporation's financial leverage-defined as total debt-to-capital-
has improved to under 20% in 2006.  The ratings also continue to
recognize Presidential's good cost controls and operating
profitability and diverse distribution relationships.

However, Presidential's risk-adjusted capitalization, as measured
by Best's Capital Adequacy Ratio remains modest.  The company also
has a highly concentrated operational focus in the interest
sensitive individual annuity market and high exposure to higher
risk securities, including less than investment grade bonds and
relatively illiquid private placements and limited partnerships.

For the past several years, Presidential has moderated its rapid
growth rate to reduce capital strain from new business writings.
Following a period of reported net losses and weak risk-adjusted
capitalization, the company's financial operations have stabilized
and net income has improved.  This improvement is a result of
management's efforts to improve operations and reduce capital
volatility by lowering crediting rates, while gradually moderating
sales as well as the risk and volatility in its investment
portfolio and discontinuing unprofitable product lines.

Nonetheless, Presidential's investment portfolio includes an
exposure to asset-backed and structured securities, less than
investment grade bonds and illiquid investments in private
placements and limited partnerships.  A.M. Best continues to view
this investment portfolio with concern, given Presidential's
modest risk-adjusted capital.

A.M. Best also notes the risk associated with Presidential's
concentrated market profile, which primarily consists of fixed
annuity products, and the uncertainty regarding the future
performance of its investment portfolio.  While recognizing the
historically good persistency of its inforce block, the company
remains exposed to disintermediation risk.  Presidential has taken
several steps to moderate interest rate risk.

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


QT INC: Case Summary & 28 Largest Unsecured Creditors
-----------------------------------------------------
Lead Debtor: QT, Inc.
             500 West Algonquin Road
             Mount Prospect, IL 60056

Bankruptcy Case No.: 07-03227

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Q-Ray Company                              07-03228

Type of Business: Que T. Park, the president of the Debtors, also
                  filed for bankruptcy on the same date (Bankr.
                  N.D. Ill. Case No. 07-03217) (J. Wedoff).

Chapter 11 Petition Date: February 23, 2007

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtors' Counsel: Lewis J. Todhunter, Esq.
                  Defrees & Fiske
                  200 S. Michigan Avenue
                  Chicago, IL 60604
                  Tel: (312) 372-4000
                  Fax: (312) 939-5617

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
QT, Inc.                   $1 Million to      $1 Million to
                           $100 Million       $100 Million

Q-Ray Company              $1 Million to      $1 Million to
                           $100 Million       $100 Million

A. QT, Inc.'s 27 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Federal Trade Commission                   $87,019,840
Attn: Theodore Hoppock
600 Pennsylvania Avenue NW NJ-3212
Washington, DC 20580

Ungaretti & Harrie                            $926,642
3500 Three First National Plaza
Chicago, IL 60602-4283

Bio-Ray, S.A.                                 $852,775
Palma Nova, Calvia 07181
Spain

Que Te Park/Q&T LLC                           $832,753
510 Alexander Court
Barrington, IL 60010

Internal Revenue Service                      $230,432
P.O. Box 145585
Stop B420G
Cincinnati, OH 45250-5585

State of Illinois                              $68,270

QT Inc.                                        $55,172

Keukdong Ltd.                                  $43,288

Welsh & Katz, Ltd.                             $27,667

STAIB Germany                                  $23,279

Que T. Park                                    $17,091

Ion Ray                                         $8,422

Positive Packaging Inc.                         $8,408

North Town Mechanical Contractor                $6,389

Schiele Graphics                                $5,212

Dydacomp Development                            $4,887

Precisioneconowind                              $2,795

Peters & Associates                             $2,720

HQC Inc.                                        $2,592

Professional Plating Inc.                       $2,342

Construct Data                                  $1,962

Kim's Electrical Service                        $1,305

Riebandt & DeWald P.C.                          $1,205

Stephen Fossler Company Inc.                      $931

Shanghai Sonhai Industrial Trading                $865

Tanury Industries                                 $556

West Payment Center                               $293


B. Q-Ray Company's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
Federal Trade Commission                   $87,019,840
Attn: Theodore Hoppock
600 Pennsylvania Avenue NW NJ-3212
Washington, DC 20580


QUE PARK: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: Que T. Park
        aka Andrew Park
        aka Andrew Q Park
        510 Alexander Court
        Barrington, IL 60010

Bankruptcy Case No.: 07-03217

Type of Business: The Debtor's three affiliates, Bio-Metal Inc.,
                  Q-Ray Company, and QT Inc., also filed for
                  bankruptcy.

Chapter 11 Petition Date: February 23, 2007

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Lester A. Ottenheimer, III, Esq.
                  Ottenheimer Teplinsky & Rosenbloom, LLC
                  750 Lake Cook Road, Suite 140
                  Buffalo Grove, IL 60090
                  Tel: (847) 520-9400
                  Fax: (847) 520-9411

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
Federal Trade Commission                   $15,900,000
Attn: Steven M. Wernikoff
55 East Monroe Street, Suite 1860
Chicago, IL 60603


RALPH BROTHERS: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ralph Brothers Farms
        1242 Bride Road
        Covington, TN 38019

Bankruptcy Case No.: 07-10580

Type of Business: The Debtor is a cotton and soybean grower.

Chapter 11 Petition Date: February 26, 2007

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Thomas H. Strawn, Esq.
                  P.O. Box 908
                  222 East Court Street, Suite C
                  Dyersburg, TN 38025
                  Tel: (901) 285-3375

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Scruggs Farm Lawn & Garden LLC   Trade Debt          $1,350,000
3575 Tom Watson Drive
Saltillo, MS 38866

Ricardo Kelley                   Trade Debt             $56,000
dba Burlison Gin Inc.
46 Garland Drive
Covington, TN 38019

Two-Way Gin Co.                  Trade Debt             $15,000
333 S. Washington
Brownsville, TN 38012

Monsanto Company                 Judgment/Trade          $3,000
800 North Lindberg Boulevard
St. Louis, MO 63167

Farm Credit Services of                                 Unknown
Mid-America
104 Brighton Drive
Humboldt, TN 38343


SCOTTISH RE: Facing Bankruptcy Without MassMutual/Cerberus Deal
---------------------------------------------------------------
Scottish Re Group Ltd. has postponed until March 2 a shareholders'
meeting to vote on a $600 million takeover bid proposed by U.S.
companies MassMutual Capital Partners LLC and Cerberus Capital
Management L.P.

The meeting has been delayed to allow shareholders an opportunity
to consider an amendment that would indemnify MassMutual/Cerberus
by $68.5 million should they be approved the majority owners, the
company's chief executive officer said in a statement.

Institutional Shareholder Services and Glass Lewis & Co., both
independent proxy advisory firms, recommended to Scottish Re's
shareholders to accept the offer.  In an article written by
Scott Neil at the Royal Gazette, he quoted company executives as
saying that shareholders should accept the takeover offer, or
seek bankruptcy protection.

The company's fourth quarter release doesn't bode well for its
future.  Its $231.6 million quarter loss prompted ratings
downgrade from Fitch.  The rating agency said in its release
that should the Cerberus/MassMutual deal goes down the drain,
the company's Insurer Financial Strength could suffer a further
downgrade to junk level from its BB+ rating.

In last week's conference call, Chief Executive Officer Paul
Goldean was quoted by the Royal Gazette as saying: "Without a
transaction such as MassMutual/Cerberus, further rating
downgrades are certain.  The rating agencies have also indicated
that simply raising additional capital will not result in an
increase in our ratings.  This was a significant consideration
in evaluating a potential rights offering.

"An increase in our ratings is critical not only in order to
write new business but more importantly for us to be able to
successfully to complete financing facilities in order to meet
our significant collateral.

"If the MassMutual/Cerberus transaction or a similar transaction
is not completed in the very near term the company will have no
alternative but to seek protection under applicable bankruptcy
and insolvency laws almost immediately.

"2006 was a difficult year for all the stakeholders of
ScottishRe.  With the closing the MassMutual/Cerberus
transaction we look forward to returning our full attention of
the company to our reinsurance business to regain our former
status as one of the industries leading participants."

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-.


SOLOMON DWEK: Court Converts Ch. 7 Case to Ch. 11 with Trustee
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
converted Solomon Dwek's involuntary Chapter 7 liquidation case
into a Chapter 11 reorganization under the supervision of a
trustee, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Feb. 23, 2007,
Mr. Dwek, a real estate developer, agreed to have the Chapter 7
case filed against him by his creditors converted into a
reorganization proceeding and to have the case controlled by a
chapter 11 trustee.

Creditors PNC Financial Services Group Inc., subsidiary of PNC
Bank NA, Washington Mutual, Four Star Builders, and Washington
Mutual Bank sought liquidation of the company on February 9.

According to Mr. Rochelle, the creditors contended that a New
Jersey state court previously froze Mr. Dwek's assets and those of
his companies, and that Mr. Dwek "transferred numerous properties"
to his uncle for "no apparent consideration."

PNC, the source said, asserts that Mr. Dwek owes the bank more
than $22 million.

The case is In re Solomon Dwek (Bankr. D. N.J. Case No: 07-11757).

Peter A. Forgosh, Esq., and Scott Zuber, Esq., at Day Pitney LLP,
and Stephen M. Packman, Esq., at Archer & Greiner, P.C., represent
the petitioning creditors.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, represents Mr. Dwek.


SOLUTIA INC: Buying Akzo Nobel's 50% Stake in Flexsys Venture
-------------------------------------------------------------
Solutia Inc. has reached a definitive agreement to purchase Akzo
Nobel N.V.'s stake in Flexsys, the 50%/50% rubber chemicals joint
venture between Akzo Nobel and Solutia.

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Solutia and Akzo Nobel entered into a letter agreement committing
the parties to execute the definitive agreement upon completion of
consultation with Dutch employee works council representatives.

The parties are moving forward to obtain the required approval of
the U.S. Bankruptcy Court before which Solutia's Chapter 11
proceedings are pending, the receipt of required regulatory
approvals, finalizing the definitive purchase agreement for Akzo
Nobel's Crystex business in Japan and the fulfillment of other
customary closing conditions.

                          About Flexsys

Based in Brussels, Belgium, Flexsys -- http://www.flexsys.com/--  
supplies chemicals for the rubber industry.  With 2005 sales of
approximately $600 million, Flexsys employs about 600 people
worldwide.  Formed in 1995, Flexsys products play a role in the
manufacture of tires and other rubber products such as belts,
hoses, seals and footwear.  These chemicals help cure and protect
rubber, increase durability, lengthen product life, and provide
color control and heat resistance.  Flexsys' products are
manufactured at facilities across Europe, North America, South
America and Asia.  Flexsys also operates three technology centers
as well as sales offices around the world.

                         About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell  
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.


SPECTRUM RESTAURANTS: Sells 72 Grandy's Stores to Souper Salad
--------------------------------------------------------------
Souper Salad Inc. has acquired certain assets of Grandy's Inc. via
a 363 bankruptcy sale when Spectrum Restaurant Group, the seller,
received approval for the sale from the United States Bankruptcy
Court for the Central District of California at an auction
conducted Feb. 5, 2007.  The sale includes substantially all of
Grandy's assets, including one Grandy's-owned store, four stores
managed by Grandy's, and the marketing, management, and operations
of its 67 franchised restaurants.

Grandy's will become a wholly owned subsidiary of Souper Salad.
Souper Salad is an affiliated portfolio company of Sun Capital
Partners Inc., a leading private investment firm specializing in
leveraged buyouts and investments in market-leading companies.

Hazem Ouf, Souper Salad's president and chief executive officer,
stated, "The acquisition of Grandy's sets the stage for the
expansion of both concepts and will generate new efficiencies for
both brands by reaching out to a larger audience.  With a combined
footprint of nearly 160 restaurants, the Grandy's acquisition
strengthens Souper Salad's market position, enhances career and
growth opportunities for employees, and provides new franchise and
growth opportunities to both concepts."

                      About Souper Salad Inc.

Headquartered in San Antonio, Texas, Souper Salad Inc. --
http://www.soupersalad.com/-- operates a chain of 87 restaurants  
located in twelve states with primary concentrations in Texas,
Colorado, and Arizona.  Its restaurants feature a selection of
salad items, soups, pasta salads, lettuce wraps, baked potatoes,
breads, and dessert items that are made fresh daily at each
location.

Souper Salad filed for chapter 11 protection on June 6, 2005
(Bankr. D. Ariz. Case No. 05-10160).  Daniel Collins, Esq., at
Collins, May, Potenza, Baran & Gillespie, P.C., and Mark W. Wege,
Esq., at Bracewell Giuliani, represented the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $16,115,715 in assets and $50,383,179 in
debts.  The Court confirmed the Souper Salad's Reorganization Plan
on Oct. 31, 2005.

                       About Grandy's Inc.

Headquartered in Lewisville, Texas, Grandy's is a restaurant
franchisor of family style, quick service restaurants located in
nine states, primarily in Texas, Oklahoma, and Indiana.  Grandy's
specializes in wholesome, modestly priced, Southern home-style
foods and offers full breakfast, lunch, and dinner menus featuring
eggs, sausage, breakfast meats, shrimp, catfish, and Southern
fried chicken.

                    About Spectrum Restaurant

Headquartered in Irvine, Calif., Spectrum Restaurant Group Inc.
-- http://www.spectrumfoods.com/-- operates a franchise of fine  
dining restaurants, including Grandy's Inc., Crabby Bob's
Franchise Corp. and Spoons Restaurant Inc.  The company filed a
chapter 22 petition on August 29, 2006 (Bankr. C.D. Calif. Case
No. 06-11444).  The Debtor filed its first chapter 11 petition on
August 6, 2003 (Bankr. C.D. Calif. Case No. 03-15911).  Evan D.
Smiley, Esq. at Weiland, Golden, Smiley, Wang, Ekvall & Strok, LLP
represents the Debtor in its restructuring efforts.  When the
Debtor sought protection from its creditors, it listed assets and
debts between $10 million to $50 million.


STONEY CREEK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Stoney Creek Technologies, LLC
        330 West 4th Street
        Trainer, PA 19061

Bankruptcy Case No.: 07-11085

Type of Business: The Debtor offers custom toll processing
                  capabilities for the manufacture, blending,
                  and storage of various chemical products.
                  See http://www.sctsaci.com/

Chapter 11 Petition Date: February 22, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Debtor's Counsel: Paul Brinton Maschmeyer, Esq.
                  Robert W. Seitzer, Esq.
                  Maschmeyer Karalis P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                       Claim Amount
   ------                                       ------------
   Synthetic Oils & Lubricants of Texas Inc.      $5,000,000
   c/o Joseph M. Armstrong, Esq.
   Two Commerce Square, 34th Floor
   2001 Market Street
   Philadelphia, PA 19103

   PECO Energy                                      $275,000
   P.O. Box 7888
   Philadelphia, PA 19101

   Chichester School District                       $151,870
   P.O. Box 48248
   Newark, NJ 07101-4848

   Brenntag Northeast Inc.                          $105,605

   White and Williams LLP                            $89,522

   Praxair Inc.                                      $84,360

   UGI Energy Services Inc.                          $82,225

   Teamsters Health & Welfare Fund                   $81,851

   General Chemical                                  $58,000

   Ergon Inc.                                        $51,499

   Petresa Canada Inc.                               $50,779

   Borough of Trainer                                $49,145

   Dunlap, Mellor and Company Inc.                   $49,125

   ChemTreat Inc.                                    $47,461

   Air Products                                      $45,861

   Delcore                                           $45,725

   The Lubrizol Corporation                          $40,429

   Hase Petroleum Wax Co.                            $38,969

   CitiCapital                                       $36,149

   Linde Gas LLC                                     $32,410


STRUCTURED ASSET: Fitch Holds BB Rating on Two Class Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed 34 classes of Structured Asset
Securities Corp. residential mortgage-backed certificates, as:

Series 2004-GEL1

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

Series 2004-GEL2

   --Classes A1, A2 at 'AAA';
   --Class M1 at 'AA';
   --Class M2 at 'A';
   --Class M3 at 'BBB';
   --Class M4 at 'BBB';
   --Class B at 'BB'.

Series 2004-GEL3

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

Series 2005-GEL1

   --Class A at 'AAA';
   --Class M1 at 'AA';
   --Class M2 at 'A';
   --Class M3 at 'BBB';
   --Class M4 at 'BBB-';
   --Class B at 'BB'.

Series 2005-GEL2

   --Class A at 'AAA';
   --Class M1 at 'AA';
   --Class M2 at 'A+';
   --Class M3 at 'A-';
   --Class M4 at 'BBB+';
   --Class B at 'BBB'.

Series 2005-GEL3

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

The above affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$372.2 million of certificates.  CE is in the form of
subordination, overcollateralization and excess spread.  The above
classes have experienced moderate growth in CE since closing while
cumulative losses as a percent of the original collateral balance
range from 0.41% to 2.48%.

The pools are seasoned from a range of 19 to 34 months.  The pool
factors range from 33% to 51%.

The mortgage pools consist primarily of first and second liens on
adjustable and fixed rate, fully amortizing and balloon,
residential mortgage loans.  The mortgage loans were originated in
accordance with underwriting guidelines that are not as strict as
Fannie Mae and Freddie Mac guidelines and a significant number of
the mortgage loans represent one or more exceptions to the
applicable underwriting guidelines.  The mortgage loans are master
serviced by Aurora Loan Services, Inc., which is rated 'RMS1-' by
Fitch.


TIME WARNER: Posts $98.8 Million Net Loss in Year Ended Dec. 31
---------------------------------------------------------------
Time Warner Telecom Inc. reported a net loss of $98.8 million on
$812.4 million of revenue for the year ended Dec. 31, 2006,
compared with a net loss of $108.1 million on $708.7 million of
revenue for 2005.  

For 2006, the company:

  -- Grew total revenue $103.6 million or 15% for the year, which  
     included the impact of the acquired operations and strong
     organic growth from core operations
     
  -- Grew data and Internet revenue by 33% for the year, which
     included the impact of the acquired operations and strong
     organic growth from core operations
       
  -- Completed refinancing of $1.1 billion of debt and redeemed
     $640 million of senior notes and $199 million of term loan
     indebtedness, improving the effective interest costs.  Moved
     the nearest scheduled debt maturity to 2013, excluding
     minimal annual amortization of the secured term loan

  -- Achieved modified gross margin of 62%

  -- Achieved $15.2 million of levered free cash flow

For the fourth quarter, the company reported a net loss of
$24.8 million on $238.8 million of revenue, compared with a
$22.3 million net loss on $184.5 million of revenue for the fourth
quarter of 2005.  The primary components of the change in revenue
included:

  -- $44.6 million increase in revenue from enterprise customers,
     which included the impact of the acquired operations and a
     $17 million increase from core operations

  -- $8.5 million increase in revenue from carriers, which
     included the impact of the acquired operations and a
     $700,000 increase from core operations

"This was an incredibly strong year for the Company," said Larissa
Herda, Time Warner Telecom's Chairman, Chief Executive Officer and
President.  "Our organic results including revenue growth,
M-EBITDA, margins, cash flow and customer growth were all
impressive.  We successfully executed a strategic acquisition, and
accelerated free cash flow through accretive refinancing
activities while maintaining our financial flexibility.  

"We leveraged the positive momentum of our business to facilitate
two equity offerings, which resulted in us becoming a non-
controlled company, eliminating our Class B super-voting shares.  
In addition, we continued to invest in the business to focus on
delivering complex solutions and serving large customer
opportunities, all positioned to capture greater market share and
grow revenue."

At Dec. 31, 2006, the company's balance sheet showed $2.25 billion
in total assets, $1.70 billion in total liabilities, and
$552.6 million in total stockholders' equity.

                      Acquisition of Xspedius

On Oct. 31, 2006, the company completed its strategic acquisition
of Xspedius Communications LLC.  The company paid $216 million in
cash and issued 18.2 million Class A common shares.  The company
achieved the following integration milestones in the first 60
days:

  -- Consolidated sales and marketing management, including the
     regional sales structure, field operations and field
     engineering

  -- Integrated acquired IP backbone into the company's nationwide
     network

  -- Integrated human resource and financial reporting systems and
     launched a consolidated view of critical customer information

                        Capital Expenditures

Capital expenditures for 2006 were $192.7 million compared to
$162.5 million for 2005.  Capital expenditures for core operations
were $187 million for the current year.

                     About Time Warner Telecom

Headquartered in Littleton, Colorado, Time Warner Telecom Inc.
(Nasdaq: TWTC) -- http://www.twtelecom.com/provides managed  
network services, specializing in Ethernet and transport data
networking, Internet access, local and long distance voice, VoIP
and security, to enterprise organizations and communications
services companies throughout the United States.   

                           *     *     *  

As reported in the Troubled Company Reporter on Sept. 13, 2006,
Moody's Investors Service took these rating actions on Time Warner
Telecom Inc.: Speculative grade liquidity rating upgraded to
SGL-1 from SGL-2; corporate family rating affirmed at B2;
Convertible senior notes due 2026 affirmed at Caa1 and assigned
LGD5 rating, indicating noteholders could experience an 89% loss
in the event of a default.


TRANSALTA CORP: To Proceed with $1.6 Billion Project with EPCOR
---------------------------------------------------------------
TransAlta Corporation and EPCOR Utilities Inc. said they will
proceed with building the 450 megawatt Keephills 3 power project
about 70 kilometres west of Edmonton, Alberta.  The capital cost
for the project, including mine capital, is expected to be
approximately $1.6 billion.  Construction is expected to be
completed by the end of the first quarter of 2011.

TransAlta and EPCOR will be equal partners in the ownership of
Keephills 3, with EPCOR responsible for construction.  Upon
completion, TransAlta will operate the facility and EPCOR and
TransAlta will independently dispatch and market their share of
the unit's electrical output.  The project has received approval
from the Alberta Energy and Utilities Board and Alberta
Environment.

"We're proud of our record as partners on the Genesee 3 project,"
said EPCOR President and CEO Don Lowry.  "Together, EPCOR and
TransAlta introduced supercritical technology to Canada, and we
delivered Genesee 3 on-budget, on-time and with a lost-time injury
rate 25 times better than the average Alberta construction site.  
Our objective is to repeat that success with Keephills 3."

"The Keephills 3 plant is an important step in ensuring Alberta's
future power needs are met with reliable and cost-effective
electricity," said Steve Snyder, TransAlta President and CEO.
"Together TransAlta and EPCOR have almost 200 years of combined
expertise in developing, building and operating power generation
facilities.  We're pleased to be working together with our partner
EPCOR on this project."

According to the Alberta Electric System Operator, if the demand
for power and the rate of growth in Alberta continues as forecast,
the addition of up to 3,800 megawatts of new generation may be
required by 2016.

Keephills 3 will use supercritical boiler technology to provide
improved environmental performance.  The plant will emit 24% less
carbon dioxide in producing the same amount of power as the four
obsolete Wabamun units being fully retired by TransAlta by 2010.
In addition, emissions of sulphur dioxide, nitrogen oxides, and
mercury will each be reduced by 60% to 80% in comparison to power
produced by the four Wabamun units.

Keephills 3 will be the best available technology economically
achievable for use with sub-bituminous coal.  Both companies
examined the application of gasification with carbon capture and
sequestration for this project, but concluded that gasification-
based power generation had not yet reached acceptable standards
for reliability, cost competitiveness or operation.

TransAlta and EPCOR are continuing their commitment to be good
neighbours and contributors to the local economy.  Employment for
Keephills 3 is projected to be up to 1,000 workers during the peak
construction period and 30 full-time employees once the plant is
operational.  Hitachi Canada Ltd. is the supplier for Keephills
3's power island and is responsible for the supply of Hitachi's
high efficiency turbine-generator and advanced supercritical
boiler technology.

                           About EPCOR

EPCOR Utilities Inc. builds, owns and operates power plants,
electrical transmission and distribution networks, water and
wastewater treatment facilities and infrastructure in Canada and
the United States.  EPCOR has been named one of Canada's Top 100
employers for seven consecutive years, and is headquartered in
Edmonton, Alberta.

                       About TransAlta Corp.

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

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

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

                          *     *     *

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


TXU CORP: Buyout Offer Prompts Moody's to Review Ratings
--------------------------------------------------------
Moody's Investors Service has placed the ratings of TXU Corp. and
its primary operating subsidiaries, TXU Electric Delivery Company
and TXU Energy Company LLC, on review for possible downgrade.  The
ratings for TXU US Holdings Company have also been placed on
review for possible downgrade.

The review for a possible downgrade is a reaction to the company's
report that it has agreed to be acquired by a consortium of
private equity investors, including Kohlberg, Kravis Roberts & Co,
Texas Pacific Group, and Goldman Sachs among others.  The review
for possible downgrade reflects our expectation that the financial
profile of TXU will experience a significant increase in leverage
associated with the proposed acquisition and that the key
financial credit metrics, which include ratios of cash flow to
adjusted total debt, will deteriorate meaningfully.

"There is a reasonable possibility that a multi-notch downgrade
may occur at one or more of TXU's rated entities" said Jim
Hempstead, Vice President, "including both operating subsidiaries,
TXU Electric Delivery and TXU Energy."

TXU's strong financial profile has been a key factor underpinning
the company's rating, given its over-all business and operating
risks.  For the latest twelve months ended September 2006, Moody's
calculates a cash flow to adjusted total debt ratio of
approximately 35% on a consolidated basis and a retained cash flow
to adjusted total debt ratio of over 20%.  These metrics are
considered appropriate for a high Ba-rating given that a majority
of the revenues, earnings and cash flow are produced by
quasi-regulated business activities.

"Moody's expects a significant amount of regulatory and
legislative scrutiny for this transaction" said Hempstead "so the
execution risks associated with closing are going to be relatively
high."

TXU and TXU Energy could be at the greatest risk for a multi-notch
downgrade.  TXU Energy is a wholly-owned subsidiary of TXU US
Holdings, an intermediate holding company of TXU Corp, and owns
roughly 18GW of generation capacity, almost half of which are
base-load coal and nuclear fired, and owns an electric supply
business that serves approximately 2 million customers.

TXU Electric Delivery is the entity most likely to experience the
least amount of negative rating action.  TXU Delivery's review for
possible downgrade reflects our expectation that the private
equity consortium will seek some form of divestiture or sale of
the company, and that the structure may result in a modest
deterioration of key financial credit metrics.  

However, Moody's also believes that any divestiture structure will
include some form of regulatory approval -- either explicit or
implicit -- and that the Public Utility Commission of Texas
approval process will likely be rigorous.  As noted in Moody's
rating methodology for Global Electric Utilities, the Texas
regulatory environment is viewed as being reasonably supportive to
credit.

"To the extent that TXU Delivery is able to maintain its key
financial credit metrics at current levels, the ratings could
conceivably be affirmed" said Mr. Hempstead.

"But it is our expectation that the metrics will be coming down,
thereby prompting the review for downgrade," Mr. Hempstead added.

TXU Corp. is headquartered in Dallas, Texas.

On Review for Possible Downgrade:

   * Brazos River Authority, Texas

      -- Senior Unsecured Revenue Bonds, Placed on Review for
         Possible Downgrade, currently Baa2

   * Sabine River Authority, Texas

      -- Senior Unsecured Revenue Bonds, Placed on Review for
         Possible Downgrade, currently Baa2

   * TXU Capital I

      -- Preferred Stock Preferred Stock, Placed on Review for
         Possible Downgrade, currently Ba2

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Ba2

   * TXU Capital III

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Ba2

   * TXU Capital IV

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Ba2

   * TXU Corp.

      -- Multiple Seniority Shelf, Placed on Review for Possible
         Downgrade, currently (P)Ba3

      -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on
         Review for Possible Downgrade, currently Ba1

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Downgrade, currently Ba1

      -- Senior Unsecured Shelf, Placed on Review for Possible
         Downgrade, currently (P)Ba1

   * TXU Electric Capital IV

      -- Preferred Stock Preferred Stock, Placed on Review for
         Possible Downgrade, currently Baa3

   * TXU Electric Capital V

      -- Preferred Stock Preferred Stock, Placed on Review for
         Possible Downgrade, currently Baa3

   * TXU Electric Capital VI

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Baa3

   * TXU Electric Capital VII

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Baa3

   * TXU Electric Capital VIII

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Baa3

   * TXU Electric Delivery Company

      -- Issuer Rating, Placed on Review for Possible Downgrade,
         currently Baa2

      -- Preferred Stock Preferred Stock, Placed on Review for
         Possible Downgrade, currently Ba2

      -- Senior Unsecured Commercial Paper, Placed on Review for
         Possible Downgrade, currently P-2

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Downgrade, currently Baa3

      -- Senior Unsecured Sec. Lease Oblig. Bond, Placed on Review
         for Possible Downgrade, currently Baa3

   * TXU Energy Company LLC

      -- Issuer Rating, Placed on Review for Possible Downgrade,
         currently Baa2

      -- Senior Unsecured Commercial Paper, Placed on Review for
         Possible Downgrade, currently P-2

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Downgrade, currently Baa2

   * TXU US Holdings Company

      -- Issuer Rating, Placed on Review for Possible Downgrade,   
         currently Baa3

   * Trinity River Authority, TX

      -- Senior Unsecured Revenue Bonds, Placed on Review for
         Possible Downgrade, currently Baa2

Outlook Actions:

   * TXU Capital I

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Capital III

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Capital IV

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Corp.

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Electric Capital IV

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Electric Capital V

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Electric Capital VI

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Electric Capital VII

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Electric Capital VIII

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Electric Delivery Company

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU Energy Company LLC

      -- Outlook, Changed To Rating Under Review From Stable

   * TXU US Holdings Company

      -- Outlook, Changed To Rating Under Review From Stable


* Hunton & Williams Promotes Wendy Spanbauer to Counsel
-------------------------------------------------------
Hunton & Williams LLP promoted Wendy L. Spanbauer to Counsel,
effective Feb. 24, 2007.  Based in the firm's 43-lawyer Charlotte
office, Spanbauer is a member of the firm's global capital markets
and mergers and acquisition practice.  Her practice focuses on
asset securitization, corporate finance transactions, and
transactional work for financial institutions, including conduit
transactions, repurchase facilities, and residential mortgage loan
acquisition transactions.

"Wendy is a talented and hard working lawyer who is playing a
critical role in a thriving practice area," Wally Martinez, the
managing partner of Hunton & Williams, said.

Mike Nedzbala, co-head of the firm's asset securitization group
and a member of the global capital markets team, noted: "Wendy
plays a substantial role in our capital markets practice for a
number of important clients and has been extremely responsive and
effective in meeting growing client and team needs."

"I am proud to recognize Wendy for her achievements, commitment to
the firm, and dedication to our clients," Mr. Martinez continued.  
"She has demonstrated excellent leadership skills and has the
determination, ambition, and smarts to play a significant
leadership role for the practice, the office and the firm."

Admitted to practice in North Carolina, Ms. Spanbauer received her
law degree with honors from the University of North Carolina
School of Law.  Since joining Hunton & Williams, she has made many
contributions to the firm including assuming a leadership role in
the Women's Networking Forum.  A successful initiative in
Charlotte and its other offices, the Women's Networking Forum has
received wide praise and attracted the participation of Duke
Energy, Bank of America, Wachovia, and other firm clients.  

                     About Hunton & Williams

Hunton & Williams LLP -- http://www.hunton.com/-- provides legal  
services to corporations, financial institutions, governments and
individuals, as well as to a broad array of other entities.  Since
its establishment more than a century ago, Hunton & Williams has
grown to more than 875 attorneys serving clients in 100 countries
from 18 offices around the world.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Upcoming Meetings, Conferences and Seminars

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 6, 2007
   BEARD AUDIO CONFERENCES
      Distressed Claims Trading  
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

March 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         Sydney, Australia
            Contact: http://www.turnaround.org/

March 14-15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Atlanta, GA
         Contact: http://www.turnaround.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Management Event
         Long Island, NY
            Contact: http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 20, 2007
   THOMSON WEST LEGALWORKS
      Insurance and Reinsurance Allocation Superbowl
         New York, NY
            Contact: http://www.westlegalworks.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Next Wave of Distressed Businesses: A Panel Discussion
         South Florida
            Contact: http://www.turnaround.org/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
         Rodney Page, Senior Partner of Blue Springs Partners
            Citrus Club, Orlando, FL
               Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons
            Las Colinas, Dallas, TX
               Contact: http://www.turnaround.org/

March 29-31, 2007
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Chapter 11 Business Reorganizations
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Case Study "When Everything Goes Wrong"
         University of Florida, Gainesville, FL
            Contact: http://www.turnaround.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 4th Spring Luncheon and Founders Awards
         Washington, DC
            Contact: http://www.iwirc.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon University Club
      Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 19-20, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Eighth Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                  http://renaissanceamerican.com/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting Social
         TBA, Long Island, NY
            Contact: 631-251-6296 or http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
         Mark Fitzgerald, President of Sales Training Institute
            Inc
               Centre Club, Tampa, FL
                  Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, CT
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
         Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, NY
               Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
            New York, NY
               Contact: http://www.abiworld.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, OH
            Contact: http://www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel - London, UK
               Contact: 800-726-2524;
               http://renaissanceamerican.com/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, NY
            Contact: http://www.frallc.com/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://http://www.airacira.org//

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, NJ
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, IL
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                  http://renaissanceamerican.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, NV
               Contact: http://www.abiworld.org/

August 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, IL
            Contact: http://www.nabt.com/

August 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

September 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, MA
               Contact: 312-578-6900; http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, CA
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, FL
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, LA
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, AZ
               Contact: http://www.abiworld.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, AZ
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, FL
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price    
         Validation and Risk Assessment
            Audio Conference Recording
               Contact: 240-629-3300;   
               http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the
         New Code
            Audio Conference Recording
               Contact: 240-629-3300;   
               http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
         and Records Management for Bankruptcy Practitioners and
            Litigators
               Audio Conference Recording
                  Contact: 240-629-3300;   
                  http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
         Latest Decisions
            Audio Conference Recording
               Contact: 240-629-3300;   
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Diagnosing Problems in Troubled Companies
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Equitable Subordination and Recharacterization
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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

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

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

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

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

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

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

                             *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, 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.

                    *** End of Transmission ***