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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 1, 2007, Vol. 11, No. 51

                             Headlines

ADVANCED MARKETING: Hires Capstone Advisory as Financial Advisor
ADVANCED MARKETING: Panel Taps Morris Nichols as Local Counsel
AGRICORE UNITED: Merger Deal Prompts Moody's to Hold Ratings
ALLIED HOLDINGS: Teamster and Yucaipa to Co-Sponsor Chap. 11 Plan
ALLIED HOLDINGS: Equity Panel Wants Shareholders' Meeting in March

AMERICAN CELLULAR: Moody's Rates New $850 Million Sr. Loan at Ba2
AMERICAN ENERGY: Posts $410,758 Net Loss in Quarter Ended Dec. 31
AMERICHOICE REALTY: Case Summary & 20 Largest Unsecured Creditors
ANR PIPELINE: Moody's Lifts Debt's Rating with Stable Outlook
AQUA SOCIETY: Posts $954.7 Million Loss in Quarter Ended Dec. 31

ASSET BACKED: S&P Pares Rating on Class B Certificates to B
AUTO UNDERWRITERS: Dec. 31 Balance Sheet Upside-Down by $2.7 Mil.
BEAR STEARNS: Moody's Holds B3 Rating on Class P Certificates
BIOVEST INT'L: Dec. 31 Balance Sheet Upside Down by $14 Million
BIRMINGHAM-SOUTHERN: Moody's Cuts Debt's Rating to Ba1 from Baa3

BRANDYWINE REALTY: Earns $24.1 Million in 2006 Fourth Quarter
BURR RIDGE: Moody's Rates $6.5 Million Class E Notes at Ba2
C-BASS: Moody's Assigns Ba1 Rating to Class B-2 Certificates
C-BASS: Moody's Rates Class M-11 Certificates at Ba2
CATHOLIC CHURCH: San Diego Diocese Files For Chapter 11 Protection

CATHOLIC CHURCH: San Diego Diocese's Chapter 11 Case Summary
CATHOLIC CHURCH: Court Approves Portland's Disclosure Statement
CHARTER COMMS: Posts $396 Million Net Loss in 2006 Fourth Quarter
CHARTER COMMS: Refinancing Changes Prompts Moody's to Hold Ratings
CHICAGO H&S: Secured Creditor to Sell Collateral on March 5

CITADEL HILL: $15 Million Class B-2L Notes Carry S&P's BB- Rating
CLYDESDALE CLO: Moody's Rates $15 Million Class D Notes at Ba2
COINSTAR INC: Moody's Lifts Corp. Family Rating to Ba2 from Ba3
COLLINS & AIKMAN: U.S. Trustee Wants Examiner Appointed
COLTS 2007-1: S&P Rates $22.25 Million Class E Notes at BB

CROWN CASTLE: S&P Rates $850 Million Secured Facilities at BB+
CWABS ASSET: Moody's Rates Class B Certificates at Ba1
CWMBS REPERFORMING: Moody's Reviews Ratings and May Downgrade
DANA CORP: Wants Retiree Panel's Schedule Order Amendment Denied
DANA CORP: Wants to Terminate Non-Union Pension Benefits

DANA CORP: Discloses Proposed Section 1113/1114 Modifications
DAVITA INC: Completes $400 Million Senior Notes Offering
DELPHI CORP: Court Okays Ivins Phillips as Special Tax Counsel
DELPHI CORP: Posts $5.5 Bil. Net Loss in 2006; Losses to Continue
DELPHI CORP: Talks with IUE-CWA Reaches Impasse

DELPHI CORP: Amends Equity Purchase Agreement with Plan Investors
DEVELOPERS DIVERSIFIED: Closes $6.2 Bil. Inland Retail Acquisition
DIXIE GROUP: Earns $3.3 Million in Fourth Quarter 2006
DLJ COMMERCIAL: Moody's Junks Rating on $9 Mil. Class B-6 Certs.
DOBSON COMMS: Good Performance Cues Moody's Ratings' Upgrade

DOUBLECLICK INC: Good Performance Cues S&P's Developing Outlook
DURA AUTOMOTIVE: Wants Exclusive Plan-Filing Period Extended
DYNEGY INC: Posts $333 Mil. Net Loss in Year Ended Dec. 31, 2006
EL PASO: Post $175 Million Net Loss in Quarter Ended December 31
FAREPORT CAPITAL: Oct. 31 Balance Sheet Upside Down By CDN$3 Mil.

FEDERATED DEPARTMENT: Moody's Cuts Preferred Shelf's Rating to Ba1
GABRIEL TECHNOLOGIES: Posts $1.8 Mil. Loss in Qtr. Ended Dec. 31
GE COMMERCIAL: Moody's Affirms Low-B Ratings on 6 Cert. Classes
GENERAL DATACOMM: Dec. 31 Balance Sheet Upside-Down by $35.9 Mil.
GENERAL MOTORS: Expects 6-7% Decrease in February U.S. Sales

GMAC COMMERCIAL: Moody's Holds Low-B Ratings on 6 Cert. Classes
GREAT ATLANTIC: In Negotiations to Buy Pathmark at $12.50/Share
GREAT ATLANTIC: Acquisition Plan Cues S&P's Negative CreditWatch
HEMAGEN DIAGNOSTICS: Dec. 31 Balance Sheet Up-side Down by $1 Mil.
INTERSTATE BAKERIES: Wants to Implement New Compensation for Board

ITRON INC: Buying Actaris Metering's Bonds & Stock for $1.6 Bil.
ITRON INC: Actaris Deal Prompts S&P's Negative Creditwatch
JABIL CIRCUIT: Moody's Cuts Corp. Family Rating to Ba1 from Baa3
JP MORGAN: Moody's Affirms Junk Rating on $17 Mil. Class J Certs.
KINGSLAND IV: S&P Rates $14.9 Million Class E Notes at BB

KNOBIAS INC: Inks Letter of Intent for Proposed Debt Restructuring
LAMAR ADVERTISING: S&P Holds Ratings and Revises Outlook to Stable
LAZARD LTD: December 31 Balance Sheet Upside-Down by $240.3 Mil.
LEAR CORP: Net Loss Decreases to $707.5 Mil. in Year Ended Dec. 31
LEVITZ HOME: Court Approves Seaman Leases Settlement Agreement

LIBERTY MUTUAL: Moody's Rates Proposed Junior Notes at Ba1
LIBERTY MUTUAL: S&P Rates Junior Subordinated Notes at BB+
M/I HOMES: Moody's Cuts Corporate Family Rating to Ba3 from Ba2
MACDERMID INC: S&P Junks Rating on Proposed $465 Mil. Senior Notes
MADISON PARK: Moody's Rates $21 Million Class E Notes at Ba2

MERITAGE HOMES: S&P Lifts Corporate Credit Rating to BB from BB-
MESABA AVIATION: NY Court Approves Sale to Northwest Airlines
MICROISLET INC: Files Compliance Plan with American Stock Exchange
ML-CFC: S&P Rates $11 Million Class P Certificates at B-
NORTHWEST AIRLINES: Court Approves Mesaba Aviation Acquisition

NOVASTAR MORTGAGE: S&P Holds Low-B Ratings on 7 Cert. Classes
PACIFIC LUMBER: Panel Objects to Blacstone as Financial Advisor
PARMALAT SPA: Judge Denies Consolidation of Parmalat Actions
PARMALAT SPA: Noteholders Object to Prelim Injunction Extension
PITTSFIELD WEAVING: Can Use Cash Collateral Until June 2

PLASTECH ENGINEERED: S&P Holds BB Rating on $200 Million Facility
POLYPORE INT'L: Moody's Affirms Junk Rating on Sr. Discount Notes
RASC SERIES 2007: Moody's Rates Class B Certificates at Ba1
ROGERS COMMS: Improved Credit Measures Cue Fitch to Lift Ratings
RUTTENBERG & ASSOCIATES: Voluntary Chapter 11 Case Summary

SACO I: S&P Downgrades Rating on Class B-4 Certificates to B
SAINT VINCENTS: Court Approves Standardized Bidding Protocol
SAINT VINCENTS: Court Approves Comprehensive Cancer Stipulation
SANDELMAN FINANCE: Moody's Rates $17.5 Mil. Class D Notes at Ba2
SHREVEPORT DOCTORS: Wants Until April 7 to File Schedules

SHREVEPORT DOCTORS: Taps Cox Smith Matthews as Bankruptcy Counsel
STATION CASINOS: Buyout Prompts S&P to Retain Negative CreditWatch
STATMON TECH: Dec. 31 Balance Sheet Upside Down by $4.6 Million
TEMECULA INVESTMENTS: Voluntary Chapter 11 Case Summary
TERASEN INC: Kinder Morgan Plan Cues S&P's Positive CreditWatch

THIRSTY MOOSE: Case Summary & Largest Unsecured Creditor
TITAN SPECIALTIES: S&P Holds Junk Rating on $45 Mil. 2nd-Lien Loan
TOWN SPORTS: Inks New $260 Million Senior Secured Credit Facility
TRUSTREET PROPERTIES: Sells Assets to GE Capital for $3 Billion
TXU CORP: Inks $45 Billion Merger Deal with KKR and Texas Pacific

U.S. ENERGY: Raises $6.4 Mil. Through Private Placement of Equity
U.S. STEEL: Reduced Debt Prompts Moody's to Upgrade Ratings
US AIRWAYS: America West Merger Plans Spur ALPA to File Complaint
US ONCOLOGY: Moody's Rates $400 Mil. Senior PIK Notes at B3
VALLEY NATIONAL: S&P Cuts Rating on $215 Million Loans to B

VIRAGEN INC: Posts $6.1 Mil. Net Loss in Quarter Ended Dec. 31
WARNER MUSIC: EMI Merger Offer Cues S&P's Negative CreditWatch
WINDSTREAM CORP: Completes Offering of $500 Million Senior Notes
WINN-DIXIE: Earns $286.8 Million in Second Quarter Ended Jan. 10
WINN-DIXIE STORES: Will Get Tentative $18 Million Refund from IRS

WP EVENFLO: S&P Rates $160 Million Senior Credit Facility at B-

* U.S. Business Bankruptcies to Increase by 12% in 2007
* Economist Todd McFall Joins Alvarez & Marsal as Manager
* Mark Belanger Joins Alvarez & Marsal as Senior Director

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ADVANCED MARKETING: Hires Capstone Advisory as Financial Advisor
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has granted authority to Advanced
Marketing and its debtor-affiliates to employ Capstone Advisory
Group LLC as their financial advisors.

Capstone Advisory is expected to:

   (a) analyze and challenge the Debtors' short-term and long-
       term cash flow forecasts;

   (b) assist management, as appropriate, in developing
       corresponding liquidity analysis;

   (c) analyze the Debtors' business plan and any alternative
       business plans suggested by the Debtors;

   (d) assist the Debtors and their advisors in identifying and
       evaluating strategic financial and restructuring
       alternatives;

   (e) support or assist investment banks of the Debtors in their
       efforts to sell or restructure the business entity;

   (f) act as a liaison between the Debtors and their investment
       bankers;

   (g) assist in providing data and information requested by
       Houlihan, Lokey, Howard & Zukin Capital, Inc., in its
       efforts to market and refinance the Debtors;

   (h) assist Houlihan Lokey in its efforts to market or
       refinance the Debtors;

   (i) assist Houlihan, Lokey in identifying and executing an
       alternative transaction that best meets the objectives of
       the Debtors' and their estates; and

   (j) perform other tasks as may be requested by the Debtors
       from time to time.

Mr. Mark Rohman, Capstone Executive Director assured the Court
that Capstone and its partners and associates do not have any
connection with or any adverse interest to the Debtors, their
creditors, or any other parties-in-interest.

Capstone will be entitled to allowance of compensation and
reimbursement of expenses, upon the filing and Court approval of
monthly, interim and final applications, Judge Sontchi says.

Judge Sontchi notes that the consideration of the "Success Fee"
is continued until that time as Capstone seeks Court approval and
provides notice to interested parties for it.  The rights of all
parties with respect to any application are hereby reserved.

The Debtors will have no obligation to indemnify Capstone, or to
provide contribution or reimbursement to Capstone, for any claim
or expense that is judicially determined -- the determination
having become final -- to have arisen from Capstone's gross
negligence, willful misconduct or bad faith, Judge Sontchi says.

If, before the earlier of (a) a final order confirming a Chapter
11 plan in the Debtors' bankruptcy cases, or (b) an order closing
the Debtors' Chapter 11 cases, Capstone believes that it is
entitled to the payment of any amounts by the Debtors on account
of the Debtors' indemnification, contribution, and reimbursement
obligations under its employment agreement with the Debtors,
Capstone must file an application with the Court and the Debtors
may not pay any of those amounts before any Court ruling
approving the payment.

Upon Court approval, the Debtors may indemnify Capstone, pursuant
to the terms of the Employment Agreement as amended in the
Debtors' employment application, for any claim related to
Capstone's performance of the services described in the
Employment Agreement.

Judge Sontchi further rules that upon Court approval and in
accordance with the Employment Agreement as amended in the
Employment Application, the Debtors may indemnify and hold
harmless Capstone for any claim related to the consulting
services, but not for any claim related to Capstone's
postpetition performance of any services other than described in
the Employment Agreement unless the postpetition services and
indemnification are approved by the Court.

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 Taps Morris Nichols as Local Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Advanced
Marketing and its debtor-affiliates bankruptcy case asks authority
from the United States Bankruptcy Court for the District of
Delaware to retain Morris, Nichols, Arsht & Tunnell LLP, as its
local counsel, nunc pro tunc to Jan. 31, 2007.

The Creditors Committee seeks to retain Morris Nichols because of
the firm's extensive experience, knowledge and resources in the
fields of, inter alia, debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code,
William Sinnott of Random House, the Committee Chairperson,
relates.

Morris Nichols has advantage in expertise, experience and
knowledge practicing before the Court, as well as its proximity
to the Court, and its ability to respond quickly to emergency
hearings and other emergency matters in the Court, Mr. Sinnott
says.  The Creditors Committee further believes that Morris
Nichols' attorneys are well qualified and able to represent it in
the Debtors' Chapter 11 cases.

As the Creditors Committee's local counsel, Morris Nichols will:

    (a) advise the Committee with respect to its rights, duties
        and powers in the Debtors' bankruptcy cases;

    (b) assist and advise the Committee in its consultations with
        the Debtors relative to the administration of the
        bankruptcy cases;

    (c) assist the Committee in analyzing the claims of the
        Debtors' creditors in negotiating with the creditors;

    (d) assist with the Committee's investigation of the acts,
        conduct, assets liabilities and financial condition of the
        Debtors and of the Debtors' business operation;

    (e) assist the Committee in its analysis of, and negotiations
        with, the Debtors or their creditors concerning matters
        related to, among other things, the terms of a plan or
        plans of reorganization for the Debtors;

    (f) assist and advise the Committee with respect to its
        communications with the general creditor body regarding
        significant matters in the Debtors' bankruptcy cases;

    (g) assist and counsel the Committee in respect to its
        organization; the conduct of its business and meetings;
        the dissemination of information to its constituency; and
        other matters as are reasonably deemed necessary to
        facilitate the administrative activities of the Committee;

    (h) attend the meetings of the Committee;

    (i) represent the Committee at all hearings and other
        proceedings;

    (j) review and analyze all applications, orders, statements of
        operations and schedules filed with the Court, and advise
        the Committee as to their propriety;

    (k) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives; and

    (l) perform other legal services as may be required and are
        deemed to be in the interests of the Committee in
        accordance with the Committee's powers and duties as set
        forth in the Bankruptcy Code.

Morris Nichols' compensation for professional services rendered
to the Creditors Committee will be based on the hours actually
expended by each assigned professional at each professional's
hourly billing rate.

Morris Nichols' current hourly rates are:

        Professional                      Hourly Rate
        ------------                      -----------
        Partners                          $425 - $650
        Associates                        $220 - $400
        Paraprofessionals                     $175
        Case Clerks                           $100

Morris Nichols has discussed with Lowenstein Sandler PC, the
Debtors' proposed main bankruptcy counsel, regarding the division
of their responsibilities so as to minimize duplication of
services on behalf of the Creditors Committee, Mr. Sinnott tells
the Court.

Eric D. Schwartz, Esq., a member of the firm, assures the Court
that none of Morris Nichols' partners, counsel or associates hold
or represent any interest adverse to the Debtors' estates or
their creditors, and that Morris Nichols is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code.

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).


AGRICORE UNITED: Merger Deal Prompts Moody's to Hold Ratings
------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family
rating, Ba3 probability of default rating, and speculative grade
liquidity rating of SGL-2 for Agricore United, following the
company's report that it would merge with privately held James
Richardson International Limited; the rating outlook remains
developing.

The rating action, including the maintenance of the developing
outlook, captures the uncertainty surrounding Agricore's financial
profile and ownership.  Moody's also lowered the ratings on
Agricore's senior secured bank credit facilities to Ba3 from Ba2
in accordance with its loss-given-default methodology.

Ratings affirmed:

   * Agricore United

      -- Corporate family rating at Ba3
      -- Probability of default rating at Ba3
      -- Speculative grade liquidity rating of SGL-2

Ratings lowered:

   * Agricore United

      -- Senior secured revolving credit to Ba3, LGD3, 45% from
         Ba2, LGD3,40%

      -- Senior secured term loan to Ba3, LGD3, 45% from Ba2,
         LGD3,40%

   * AU Holdings

      -- Senior secured term loan based on parent guarantee to
         Ba3, LGD3, 45% from Ba2, LGD3,40%

Under the terms of the proposed merger, Agricore's shareholders
will receive cash of CDN$6.50 per share and shares in the combined
company.  After the merger, Richardson Agricore Limited will be
owned 50.5% by JRI, 20% by Ontario Teachers' Pension Plan, and
29.5% by pre-merger shareholders.  Archer Daniels Midland, a 28%
shareholder, must tender its shares too, and vote in favor of, a
bona fide proposed merger that has been recommended or accepted by
Agricore's board unless ADM makes a proposal that is determined by
Agricore's board to be more favorable.  ADM has until the expiry
of the takeover bid, or before the date on which the shareholders
of Agricore approve such a transaction, to act.  In addition, a
hostile bid by the Saskatchewan Wheat Pool remains in effect.

The affirmation of Agricore's Ba3 corporate family rating is based
on Moody's view that -- pending further developments concerning
any acquisition -- the company's fundamental credit profile
continues unchanged.  The key rating factors currently influencing
Agricore's corporate family rating include the following.  
Agricore is a moderate size agribusiness which is smaller and less
diversified than its key global competitors.  Its leverage is high
and its debt protection measures weak for its rating, particularly
given the volatility inherent in its commodity-oriented business.
Its franchise strength is moderate, while its profitability has
been relatively weak in recent years.  Liquidity under stress is
moderate given modest covenant cushion.

The affirmation of Agricore's liquidity rating of SGL-2 reflects
Moody's view that despite the volatility of its commodity-based
businesses and the high seasonality of earnings and cash flows,
Agricore has demonstrated its ability to operate efficiently and
maintain sufficient liquidity.  

Over the next 12 months, Moody's anticipates that the company will
generate enough free cash flow to satisfy its working capital,
dividend, and capital expenditure requirements.  Moody's expects
Agricore to remain in compliance with financial covenants over the
next 12 months, although the cushion is modest.  Agricore's
alternative sources of liquidity are limited since all of its
assets are pledged to its credit facilities.

The downgrade in the ratings of Agricore's senior secured bank
facilities follows the January conversion of CDN$105 million 9%
convertible subordinated debentures to equity.  This conversion
reduced the amount of junior debt in the company's capital
structure, resulting in a higher expected loss-given-default rate.

The outlook on Agricore's rating is developing, reflecting
uncertainty around the company's future ownership, capital
structure, and financial profile.  Should a transaction occur and
should the resulting entity have a stronger financial profile than
Agricore's existing profile, ratings could be upgraded.
Alternatively, should an acquisition occur with the resulting
entity being financially weaker, ratings could be downgraded.
Should no transaction ultimately close, the outlook could return
to stable.

Agricore United, headquartered in Winnipeg, Canada, is a moderate
size agribusiness, with operations in grain handling, the
production and sale of crop production inputs, animal feed, and
the extension of financial services to the western Canadian
agricultural community.  Agricore's revenues for the fiscal year
ended Oct. 31, 2006 were nearly CDN$3 billion.


ALLIED HOLDINGS: Teamster and Yucaipa to Co-Sponsor Chap. 11 Plan
-----------------------------------------------------------------
Allied Holdings, Inc. and its debtor-affiliates may file a plan of
reorganization, co-sponsored with the Teamsters National
Automobile Transportation Industry Negotiating Committee, Yucaipa
American Alliance Fund I, LP, and Yucaipa American Alliance
(Parallel) Fund I, LP, on or before March 2, 2007.

Pursuant to a stipulation, the Debtors agree to support and
become co-proponents with Yucaipa and the Teamsters to a
reorganization plan, subject to these terms:

    1. The Debtors and Yucaipa will discuss necessary measures to
       enhance revenue.  After Yucaipa executes a confidentiality
       agreement acceptable to the Debtors, the Debtors will
       provide Yucaipa with information on customer profitability
       and revenue enhancement.  The prospective financial impact
       of revenue enhancement will be incorporated into the
       projections and business plan in the disclosure statement;

    2. The sale of Allied's Canada unit will be omitted from the
       Plan and Disclosure Statement, if, among other things, in
       Yucaipa's judgment, the sale of the Canadian operations
       will materially diminish the value of the bankruptcy
       estate or be impractical for reasons including the time
       demands of Plan formulation and execution.  The Debtors
       reserve the right to withdraw their support of the Plan if
       they disagree with Yucaipa's judgment concerning the sale
       of operations;

    3. At or prior to the hearing on confirmation of the Plan and
       as a condition to its confirmation, Yucaipa will show its
       ability to refinance the DIP loan and obtain sufficient
       exit financing.  Yucaipa and the Debtors will coordinate
       on a process for the debtor-in-possession loan's
       refinancing and obtaining exit financing, provided that
       the terms and conditions of that refinancing and exit
       financing is subject to Yucaipa's approval and exercised
       in its sole discretion;

    4. Upon maturity of the revolver, the Debtors will coordinate
       with Yucaipa to obtain an extension for a nominal fee or
       raise new takeout financing, subject to Yucaipa's sole
       discretion;

    5. Yucaipa will coordinate with Allied in resolving issues
       relating to Axis Group, Inc., in the best interests of the
       estate;

    6. the Debtors and Yucaipa will coordinate regarding
       assumptions as to capital expenditures, including rig
       capacity assumptions and repair and maintenance costs;

    7. the Debtors will regularly consult with Yucaipa in
       preparing business plan and projects to be attached to the
       Disclosure Statement.  Yucaipa has the right to approve
       that Plan and the Debtors expressly reserve the right to
       withdraw support of the Plan in the event of
       disagreements;

    8. the rights of old equity are preserved;

    9. the Company's Key Employee Retention Plan will be
       performed;

   10. Yucaipa and the Debtors will discuss and clarify issues to
       proposed changes to wages and benefits;

   11. Yucaipa, the Debtors, and the Official Committee of
       Unsecured Creditors will work to reach agreement on
       governance provisions to protect minority shareholders;

   12. the Debtors and Yucaipa will support an extension of their
       exclusive periods to file and solicit acceptances of a
       plan of reorganization provided:

       * the exclusivity periods will immediately terminate on
         March 2, 2007, 5:00 pm EST if by the termination date
         the Debtors have not filed a disclosure statement and
         plan of reorganization consistent with the term sheet
         entered into by Yucaipa and the Teamsters;

       * the Termination Date may be extended by mutual written
         consent of the Debtors and Yucaipa without need for
         further Court order;

       * the Debtors will not seek an extension of the
         Exclusivity Periods unless Debtors are a co-proponent of
         the Plan.  In the event that the Debtors' Board of
         Directors causes them to withdraw their support, the
         Exclusivity Periods will immediately terminate and
         Yucaipa and the Teamsters may proceed to attempt to
         confirm and achieve consummation of the Plan; and

       * the Debtors will use their commercially reasonable
         efforts to ensure that the terms concerning termination
         of exclusivity will be attached to and incorporated by
         reference into any future order extending exclusivity in
         the bankruptcy cases and the Debtors will not seek or
         consent to entry of any order that does not incorporate
         by reference the terms; and

   13. on or before March 2, the Debtors will file the Plan and
       the accompanying Disclosure Statement.  By April 6, the
       Disclosure Statement will have been approved and by
       May 7, the Plan will have been confirmed.

            Plan to Set Forth Yucaipa/Teamsters Deal

Pursuant to the Stipulation, the Plan will be consistent with the
term sheet negotiated by Yucaipa and the Teamsters.  According to
a news release by the Teamsters, the terms it had agreed with
Yucaipa include:

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

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

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

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

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

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

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

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

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

      Allied & Yucaipa to Work on Adding Value to Estates

Allied will consult with Yucaipa in the preparation of a business
plan or projections to be included in the Plan.  In connection
with the preparation of a business plan, Allied will work with
Yucaipa to determine ways to try to increase value to the
estates.  The parties will consider these key items:

   (i) determining whether to retain or offer for sale certain
       business units (including Canada and Axis),

  (ii) improving the company's ongoing business by attempting to
       modify certain contracts with customers,

(iii) obtaining extensions to Allied's existing credit
       facilities to allow for the company to complete its
       reorganization,

  (iv) evaluating Allied's capital needs in regard to its fleet
       of rigs, and other matters related to the business plan.

         Allied Has Right to Withdraw Support on Plan

Allied told employees on Feb. 26 that while Yucaipa has the right
to approve the business plan or projections, the Debtor has
reserved the right to withdraw its support of the Plan in the
event of any material disagreement in regard to the key items
under review, the business plan or projections.

If Allied's Board of Directors decides to support the Plan, the
Plan will proceed under an Allied co-sponsored plan pursuant to
its exclusive right to file a plan under Section 1121 of the
Bankruptcy Code.

On the other hand, if Allied does not agree to support the Plan,
Allied has agreed that it will not seek to extend its exclusive
plan filing period beyond March 2.  If Allied agrees to support
the Plan but later withdraws its support, the exclusivity period
will end when Allied withdraws as a plan co-sponsor.

           Merger with Rival Company in the Offing?

The Yucaipa Companies LLC held majority of the $35,000,000
prepetition second lien secured debt of Performance
Transportation Services, Inc., a primary competitor of Allied in
the vehicle-delivery business on a nation-wide basis.

Performance and Allied compete for assembly plant contracts with
original equipment manufacturers.

Yucaipa also held an Allowed superpriority administrative claim
against Performance with respect to a $7,000,000 financing
Yucaipa extended to Performance when it filed for bankruptcy.  
The private-equity fund also held a $1,000,000 allowed claim for
its substantial contribution to Performance's reorganization.

Yucaipa is a co-proponent of Performance's bankruptcy plan filed
with the U.S. Bankruptcy Court for the Western District of New
York (Buffalo).  It received new common stock from Performance on
account of the prepetition second lien secured debt upon
Performance's emergence from bankruptcy in December 2006.

Alvarez & Marsal, LLC, which served as Performance's chief
restructuring officer, disclosed in a fee application in October
2006 that it "conducted limited due diligence on Allied and
coordinated discussions with Allied regarding [a] potential
business combination."  Specifically, A&M's Timothy Skillman said
he spent 3.2 hours traveling to Chicago on July 24, 2006, for a
meeting with Yucaipa and Allied and another 8.2 hours that day
"in meetings with Allied and Yucaipa to discuss merger related
issues."

Allied, in November 2006, denied accusations by its Ad Hoc Equity
Committee that it has abdicated responsibilities to Yucaipa for
the purpose of allowing the private equity firm to effect a
merger between the two haulers.  On behalf of the Debtors,
Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, said that the Debtors are pursuing a strategy of a
"stand alone" plan of reorganization that does not involve a
merger with PTS.

                     About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its  
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors have asked the Court to extend their exclusive period
to April 25, 2007, and their plan solicitation period to
June 21, 2007.


ALLIED HOLDINGS: Equity Panel Wants Shareholders' Meeting in March
------------------------------------------------------------------
The Ad Hoc Committee of Equity Security Holders of Allied
Holdings, Inc. and its debtor-affiliates, at the Feb. 14, 2007
hearing, asserted that May 17 is not soon enough for the annual
shareholders meeting and argued that it should be held in March.

Allied Holdings noted that the Securities Exchange Commission
require that shareholders be provided, among other things, with
the prior year's audited financial statements before the annual
meeting.

The parties offered to brief the issue on whether audited
financials are required prior to an annual shareholders meeting,
even if proxies are not solicited.  

             Allied Wants to Comply with SEC Rules

Allied is a public corporation with securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended.  
The company must comply with applicable securities regulations,
as promulgated by the SEC, including regulations dealing with the
information that must be furnished to shareholders in connection
with an annual meeting to elect directors, according to Ezra
Cohen, Esq., at Troutman Sanders LLP, in Atlanta, Georgia.

Mr. Cohen notes that the SEC regulations provide that a
corporation that solicits proxies for an annual meeting must send
an annual report with each proxy statement, and the annual report
must include the company's audited financial statements for each
of its three most recent fiscal years.  

Mr. Cohen adds that the regulations provide that the information
be given before an annual meeting to every shareholder entitled
to vote and from whom no proxy is solicited by the company.  If
directors are to be elected at the annual meeting, even if no
proxy is solicited, the SEC still requires that an information
statement with an annual report be provided to each shareholder
at least 20 days before the meeting.

Hence, when Allied holds its annual meeting in May 2007 to elect
directors, Allied must provide each shareholder with an annual
report containing audited financial statement for 2006, Mr. Cohen
contends.

Allied's last fiscal year ended December 31, 2006.  Mr. Cohen
discloses that the audit of the company's 2006 financial
statements is in process and is expected for completion in April
2007.

Mr. Cohen cites that in recent cases, courts have granted
corporations the necessary time to complete their audit for the
previous fiscal year unless extreme circumstances not at issue in
the current case are present.  The decisions recognize that an
effective shareholder vote can best be accomplished if all SEC
disclosure requirements are fulfilled, he adds.

Against this backdrop, Allied asks the U.S. Bankruptcy Court for
the Northern District of Georgia to deny the Ad Hoc Committee's
request.

        Ad Hoc Committee Wants Annual Meeting in March

The Ad Hoc Committee of Equity Security Holders asks the Court to
compel Allied to hold its 2006 and 2007 annual meetings on or
before March 25, 2007.

Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New York,
asserts that shareholders meetings are a fundamental right and
the shareholders cannot wait for three months more to discuss
crucial issues on the reorganization plan.

Mr. Silverstein contends that Allied violated the Amended Bylaws
of Allied and applicable provisions of Georgia law by failing to
call for a shareholder meeting in 20 months.  Georgia law
requires a subsequent annual meeting within the earlier of six
months after the end of the fiscal year of a corporation or 15
months after its last annual shareholder meeting.

According to Mr. Silverstein, despite the clear mandate of
Georgia law, the Debtors rely on certain SEC regulations for the
proposition that shareholders be provided with the prior year's
audited financial statements before the annual meeting.  Other
courts have addressed the issue on whether SEC filing obligations
should serve as an impediment to a shareholder's fundamental
right to have an annual meeting and have decided in clear favor
of the shareholders' rights to an annual meeting.

If the annual meeting does not take place before May 17, 2007,
the election of directors could be rendered meaningless as all of
the critical decisions in the Debtors' reorganization may have
already been made, Mr. Silverstein points out.

Mr. Silverstein says the Court cannot allow Allied to further
deny the shareholders' right to be represented in the Board.

                     About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its  
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors have asked the Court to extend their exclusive period
to April 25, 2007, and their plan solicitation period to
June 21, 2007.


AMERICAN CELLULAR: Moody's Rates New $850 Million Sr. Loan at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to American
Cellular Corporation's new $850 million senior secured bank
facility and a B3 rating to its new $425 million senior unsecured
notes issue.  

At the same time, Moody's upgraded the corporate family and
probability of default rating of ACC's parent, Dobson
Communications Corporation to B2 from B3 while raising its
speculative grade liquidity rating to SGL-1 from SGL-2.  

Also, Moody's upgraded and changed the various instrument ratings
of Dobson and its subsidiary, Dobson Cellular Systems, Inc., as
detailed below.  Finally, Moody's said it would withdraw the
existing instrument ratings of ACC once the proposed debt issues
are complete and existing facilities are repaid.

The outlook for all ratings is stable.

Ratings Assigned:

   * American Cellular Corporation

      -- $850 million senior secured bank facility at Ba2, LGD 2,   
         20%

      -- $75 million revolving facility due 2012

      -- $700 million term facility due 2014

      -- $75 million delayed draw term facility due 2014

      -- $425 million senior unsecured notes due 2015 at B3,
         LGD5, 70%

Ratings Upgraded:

   * Dobson Communications Corporation

      -- Corporate family rating to B2 from B3

      -- Probability of default rating to B2 from B3

      -- Senior unsecured notes to Caa1, LGD5, 89% from Caa2,
         LGD5, 89%

      -- $150 million senior floating rate notes due 2012

      -- $160 million senior convertible debentures due 2025

      -- $420 million 8 7/8% senior notes due 2013

      -- Speculative Grade Liquidity Rating to SGL-1 from SGL-2

   * Dobson Cellular Systems, Inc.

      -- $75 million senior secured revolving facility to Ba2,
         LGD1, 0% from Ba3, LGD1, 0%

      -- First priority senior secured notes to Ba2, LGD2, 20%
         from Ba3 LGD 1, 9%

      -- $250 million 8 3/8% due 2011

      -- $250 million series B 8 3/8% due 2011

Ratings Lowered:

   * Dobson Cellular Systems, Inc.

      -- $325 million second priority secured notes to B2 LGD4,
         54% from B1 LGD2, 29%

Ratings to be Withdrawn (after proposed debt issues close):

   * American Cellular Corporation

      -- $250 million senior secured bank facility, currently Ba3,
         LGD1, 9%

      -- $900 million senior unsecured notes, currently B3, LGD4,
         58%

The upgrade to Dobson's corporate family rating to B2 reflects the
company's relatively strong operating performance in 2006 and
Moody's expectation that this momentum is likely to be sustained
over the next couple of years, producing modest free cash flow
growth and reducing adjusted leverage to under 5.5x by the end of
2008.

Dobson's B2 corporate family rating reflects its relatively small
scale as a rural and suburban cellular operator, competing against
better capitalized national competitors, which Moody's believes
may continue to reduce Dobson's current estimated market share of
roughly 20% over time.  As well, the rating considers the
company's meaningful dependence on its contractual roaming
agreement with AT&T Mobility and the risk that this relationship
may not continue indefinitely.  

Finally, the rating incorporates Moody's expectation that Dobson
is likely to continue to realize benefits from its recent network
conversion to GSM from TDMA over the next couple of years,
including sustained subscriber growth and ARPU remaining at least
stable.

The stable outlook reflects Moody's opinion that Dobson is likely
to grow its operating profits and free cash flow modestly over the
next couple of years, but that absolute debt balances are unlikely
to reduce meaningfully over this horizon.

The upgrade to Dobson's speculative grade liquidity rating to
SGL-1 from SGL-2 reflects the improved liquidity position at
Dobson's subsidiary, American Cellular Corporation following that
company's plan to refinance all of its debt obligations.  

As well, the upgrade reflects Moody's improved confidence in the
company's ability to grow its consolidated free cash flow over the
next year, following the relatively strong operating results
recorded in 2006 and reduction to consolidated interest expense
arising from ACC's debt refinancing.  The SGL-1 rating is
supported by initial consolidated liquidity of roughly
$350 million, good covenant headroom, no meaningful near term debt
repayment obligations and Moody's expectation that Dobson may
produce almost $100 million of free cash flow over the next year.

Moody's notes that ACC's planned debt issues will not benefit from
any guarantees from either Dobson or DCS and ACC provides no
similar support itself.  Nonetheless, Moody's focuses on the
consolidated operations of Dobson when assigning the company's
corporate family rating as the potential exisits, in Moody's
opinion, for the two operating companies to eventually be
combined.  The meanginful increase in consolidated senior secured
debt arising from ACC's debt transaction has resulted in the
lowering of DCS' 2nd lien senior secured rating.


AMERICAN ENERGY: Posts $410,758 Net Loss in Quarter Ended Dec. 31
-----------------------------------------------------------------
The American Energy Group Ltd. reported a $410,758 net loss for
the second quarter ended Dec. 31, 2006, compared with a $180,408
net loss for the same period ended Dec. 31, 2005.  American Energy
reported zero revenues for both periods.

The foreclosure of the company's Fort Bend County, Texas, oil and
gas leases by a secured creditor in early calendar 2003 resulted
in the loss of the company's only revenue producing asset.  As a
result, the company's sole business during the quarter consisted
of management of its Pakistan royalty and Galveston County, Texas
oil and gas leases.

At Dec. 31, 2006, the company's balance sheet showed $2.8 million
in total assets, $448,902 in total liabilities, and $2.3 million
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a77

                        Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about The American Energy Group Ltd.'s ability
to continue as a going concern after auditing the company's
financial statements for the year ended June 30, 2006.  The
auditor pointed to the company's recurring losses to date, zero
revenues and dependence on financing to continue operations.

                       About American Energy

Headquartered in Houston, Texas, The American Energy Group Ltd.,
(OTC BB: AEGG.OB) -- http://www.aegg.net/-- was, until its  
bankruptcy in 2002, an independent oil and natural gas company
engaged in the exploration, development, acquisition and
production of crude oil and natural gas properties in the
Texas gulf coast region of the United States and in the Jacobabad
area of the Republic of Pakistan.  The company's creditors filed
an involuntary chapter 7 petition on June 28, 2002 (Bankr. S.D.
Tex. Case No. 02-37125).  The case was converted to a chapter 11
proceeding and company was able to have its chapter 11 plan
confirmed.  That plan, however, did not stop a secured creditor
from foreclosing on the company's Fort Bend County oil and gas
leases.  Leonard H. Simon, Esq., at Pendergraft & Simon L.L.P
represents the Debtor in its chapter 11 case.  


AMERICHOICE REALTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Americhoice Realty, LLC
        5050 North 8th Place, Suite 6
        Phoenix, AZ 85014

Bankruptcy Case No.: 07-00816

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                               Case No.
      ------                               --------
      Greenbelt Property                   07-00790
      Management, LLC

      Residential Asset                    07-00814
      Management, LLC

      RAM Residential I, LLC               07-00817

      RAM Residential II, LLC              07-00818

      RAM Residential III, LLC             07-00819

      RAM Residential IV, LLC              07-00820
      
      Arizona Residential Property         07-00821
      Purchasers, LLC

      Arizona Residential Property         07-00823
      Purchasers II, LLC

      Arizona Residential Property         07-00824
      Purchasers III, LLC

Type of Business: The Debtors are real estate developers.
                  See http://www.americhoicerealty.net/

Chapter 11 Petition Date: February 27, 2007

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtors' Counsel: D. Lamar Hawkins, Esq.
                  Hebert Schenk, P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
   Greenbelt Property         $100,000 to        $100,000 to
   Management, LLC            $1 Million         $1 Million

   Residential Asset          $1 Million to      $1 Million to
   Management, LLC            $100 Million       $100 Million

   Americhoice Realty, LLC    $1 Million to      $1 Million to
                              $100 Million       $100 Million
      
   RAM Residential I, LLC     $1 Million to      $1 Million to
                              $100 Million       $100 Million

   RAM Residential II, LLC    $1 Million to      $1 Million to
                              $100 Million       $100 Million

   RAM Residential III, LLC   $1 Million to      $1 Million to
                              $100 Million       $100 Million

   RAM Residential IV, LLC    $1 Million to      $1 Million to
                              $100 Million       $100 Million

   Arizona Residential        $1 Million to      $1 Million to
   Property Purchasers, LLC   $100 Million       $100 Million

   Arizona Residential        $1 Million to      $1 Million to
   Property Purchasers        $100 Million       $100 Million
   II, LLC

   Arizona Residential        $1 Million to      $1 Million to
   Property Purchasers        $100 Million       $100 Million
   III, LLC

Greenbelt Property Management, LLC's 20 Largest Unsecured
Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Auto-Owners Insurance             Goods & Services       $143,086
P.O. Box 30315
Lansing, MI 48909-7815

Arizona Republic Customer         Goods & Services        $17,156
Accounting Services
P.O. Box 200
Phoenix, AZ 85001-0200

Padilla Speer Beardsley Inc.      Goods & Services        $12,744
1101 West River Parkway
Suite 400
Minneapolis, MN 55415-1256

Kingman Daily Miner               Goods & Services        $10,613

OPACS Office Products             Goods & Services         $7,699

Lewis & Roca LLP                  Goods & Services         $6,790

News West Publishing              Goods & Services         $6,413

3RP Company                       Goods & Services         $5,775

White Mountain Publishing Co.     Goods & Services         $5,361

AzWebWorks.com                    Goods & Services         $4,525

1st Signs                         Goods & Services         $3,659

Casa Grande Valley Newspapers     Goods & Services         $3,212

Pro-Tem Service, Inc.             Goods & Services         $2,566

UPS                               Goods & Services         $1,977

Source Media Reprint Services     Goods & Services         $1,676

Phoenix Flower Shop               Goods & Services         $1,567

Integra Telecom                   Goods & Services         $1,139

Arizona Office Technologies       Goods & Services         $1,025

Thomson-West                      Goods & Services           $792

Jani-King of Phoenix              Goods & Services           $806


ANR PIPELINE: Moody's Lifts Debt's Rating with Stable Outlook
-------------------------------------------------------------
Moody's Investors Service upgraded the debt ratings of ANR
Pipeline Company to A2 senior unsecured from Ba1 with a stable
outlook.  With the company's return to investment grade, its
Corporate Family Rating, issuer rating, and Loss Given Default
methodology-related ratings are withdrawn.  

Ending the rating review that began on Dec. 22, 2006, these rating
actions follow El Paso Corporation's sale of ANR and an interest
in Great Lakes Gas Transmission to TransCanada Corp. for
$3.4 billion, including the assumption of $488 million of ANR's
debt.  The upgrade reflects ANR's ownership by a higher-rated
entity, as well as ANR's standalone credit quality.

The A2 senior unsecured rating and stable outlook for ANR are
consistent with those of its new sister companies TransCanada
PipeLines Limited, NOVA Gas Transmission Ltd., and Gas
Transmission Northwest Corporation.

Moody's had affirmed those ratings when this transaction was first
disclosed, based on the understanding that it would be financed in
a relatively conservative manner.  In line with those
expectations, TransCanada raised CDN$1.5 billion in equity earlier
this month that funded a portion of the consideration.

As it is currently capitalized and operated, ANR is of an
A-quality on its own merits, according to Moody's rating
methodology for interstate gas pipelines.  While its markets are
mature, its business is stable. Its credit metrics are solid, with
EBIT/interest in the low 4x range and FFO/debt in the high 20%
range.  The stable outlook is based on its credit metrics
remaining as strong under TransCanada's ownership.

Upgrades:

   * ANR Pipeline Company

      -- Senior Unsecured Regular Bond/Debenture, Upgraded to A2
         from Ba1

Outlook Actions:

   * ANR Pipeline Company

      -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   * ANR Pipeline Company

      -- Issuer Rating, Withdrawn, previously rated Ba2
      -- Corporate Family Rating, Withdrawn, previously rated Ba1

TransCanada is a gas pipeline and unregulated electricity
generation company based in Calgary, Alberta, Canada.


AQUA SOCIETY: Posts $954,717 Loss in Quarter Ended Dec. 31
----------------------------------------------------------
Aqua Society Inc. reported a $954,717 net loss on
$25,441 of sales for the first quarter ended Dec. 31, 2006,
compared with a $1.1 million net loss on $782,242 of sales
for the same period ended Dec. 31, 2005.

During the quarter ended Dec. 31, 2006, sales decreased by 96.7%
as compared to the same period ended Dec. 31, 2005.  During this
period, the company scaled back its Heating, Ventilation, Air
Conditioning & Refrigeration and Energy optimizing consulting
activities.  As a result, sales decreased substantially.

General and administrative expenses decreased by $340,248, or
25.8%, during the quarter ended Dec. 31, 2006, as compared to
2005, primarily as a result of efforts to streamline company  
operations.

Management fees decreased by $66,869, or 53.6% primarily because
of the termination of a management services contract under which
the company had been obligated to pay management fees of
EUR20,000 per month to a law firm of which a former officer and
director is a partner.  Development costs, and consulting fees
associated with the company's development activities, also
decreased significantly.  Office and travel expenses also
decreased.  Also contributing to the overall decrease in general
and administrative expenses were patent and inventory write down
charges totaling $72,922 which was recognized in the first quarter
ended Dec. 31, 2005, absent in 2006.

Offsetting the above decreases were increases in accounting and
audit fees, legal fees and salaries and benefits.

Also, during the period ended Dec. 31, 2006, the company recorded
stock-based compensation expenses of $57,242 on account of stock
options granted to certain of the company's officers and
directors.

At Dec. 31, 2006, the company's balance sheet showed
$922,361 in total assets and $3.7 million in total
liabilities, resulting in a $2.8 million total stockholders'
equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $675,063 million in total current assets available to
pay $3.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a6e

                         Liquidity Position

Total loans payable at Dec. 31, 2006, consist of the following
amounts:

  a) $950,886, bearing interest at a rate of 7.5% per annum,
     secured by accounts receivable and repayable on or before
     Dec. 31, 2006;
       
  b) $773,403, non-interest bearing, secured by accounts
     receivable and repayable on or before Dec. 31, 2006;
       
  c) $122,185, bearing interest a rate of 7.5% per annum,
     unsecured and payable on or before Dec. 31, 2006; and
       
  d) $1,319,261, non-interest bearing, unsecured and due on     
     demand.

The amounts payable on or before Dec. 31, 2006, have not yet been
repaid and are past due.  The company is currently in negotiations
with its creditors for the settlement and repayment of amounts
owed to them.

                        Going Concern Doubt

Amisano Hanson, Chartered Accountants in Vancouver, Canada,
expressed substantial doubt about Aqua Society Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the fiscal years ended
Sept. 30, 2006, and 2005.  The auditing firm pointed to the
company's need to raise capital from stockholders or other sources
to sustain operations.

                         About Aqua Society

Headquartered in Herten, Germany, Aqua Society Inc.
(OTC BB: AQAS.OB) designs and develops applied technologies and
provides consulting services in the areas of heating, ventilation,
air conditioning, refrigeration, water purification, waste water
treatment, and energy.


ASSET BACKED: S&P Pares Rating on Class B Certificates to B
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B certificates from Asset Backed Securities Corp. Home Equity Loan
Trust Series 2001-HE1 to 'B' from 'BB'.  The rating remains on
CreditWatch with negative implications, where it was placed
July 19, 2006.  

Concurrently, the ratings on classes M-1 and M-2, the remaining
classes from this transaction, were affirmed.

The lowered rating and continued CreditWatch placement reflects
realized losses that have continuously exceeded excess interest.
During the previous six remittance periods, monthly losses have
outpaced excess interest by approximately 1.76x.  The failure of
excess interest to cover monthly losses has resulted in an
overcollateralization (O/C) deficiency of $2,475,160.  As of
the January 2007 distribution date, O/C represented 0.24% of the
original pool balance, which is below its target balance by
approximately 50%.  Cumulative realized losses represented 3.89%
of the original pool balance, while severely delinquent loans
represented 29.95% of the current pool balance.

Standard & Poor's will continue to monitor the performance of this
transaction.  

If realized losses continue to outpace excess interest, and the
level of O/C continues to decline, Standard & Poor's will take
further negative rating actions.  Conversely, if realized losses
no longer outpace monthly excess interest, and the level of O/C
rebuilds to its target balance, Standard & Poor's will affirm
the rating on class B and remove it from CreditWatch.

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

Credit support for this transaction is provided through a
combination of excess spread, O/C, and subordination.  The
underlying collateral consists of closed-end, first-lien,
fixed- and adjustable-rate mortgage loans with original terms to
maturity of no more than 30 years.
          
                   Rating Lowered And Remaining
                      On Creditwatch Negative
     
                   Asset Backed Securities Corp.
              Home Equity Loan Trust Series 2001-HE1
             
                                Rating
                                ------
                  Class   To               From
                  -----   --               ----
                  B       B/Watch Neg      BB/Watch Neg
    
                         Ratings Affirmed
    
                   Asset Backed Securities Corp.
              Home Equity Loan Trust Series 2001-HE1

                        Class   Rating
                        -----   ------
                        M-1     AAA
                        M-2     A


AUTO UNDERWRITERS: Dec. 31 Balance Sheet Upside-Down by $2.7 Mil.
-----------------------------------------------------------------
Auto Underwriters of America Inc. reported a $666,597 net loss on
$2.2 million of revenues for the second quarter ended Dec. 31,
2006, compared with a $1.9 million net loss on $2.4 million of
revenues for the same period ended Dec. 31, 2005.

Total revenues decreased $188,527 for the quarter ended
Dec. 31, 2006, compared to the corresponding prior period
principally as a result of the company's inability to operate at
full capacity because of insufficient capital.

Cost of sales as a percentage of automobile and light truck sales
was 53.8% or $972,743 for the quarter ended Dec. 31, 2006,
compared to 105.7% or $1.9 million for the same period last year.  
During the prior period, the company's gross margin percentages
were negatively affected by short-term supply shortages brought on
by Hurricanes Katrina and Rita, which contributed to the
significant slow-down in new car sales in the Houston area which
provide a source of trade-ins, increased vehicle repair expenses,
and by increased fuel costs.

At Dec. 31, 2006, the company's balance sheet showed $9.7 million
in total assets and $12.4 million in total liabilities, resulting
in a $2.7 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a78

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 5, 2006,
Malone & Bailey PC expressed substantial doubt about Auto
Underwriters of America Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended June 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and
significant working capital deficiency.

                 About Auto Underwriters of America

Based in San Jose, Calif., Auto Underwriters of America Inc.
(OTC BB: ADWT.OB) -- http://www.autounderwriter.com/-- is a   
specialty finance company engaged in the purchasing and servicing
of non-prime installment contracts generated by automobile dealers
in the sale of new and used automobiles and light trucks.


BEAR STEARNS: Moody's Holds B3 Rating on Class P Certificates
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 classes of
Bear Stearns Commercial Mortgage Securities Trust 2004-PWR4 as:

   -- Class A-1, $81,026,834, Fixed, affirmed at Aaa
   -- Class A-2, $ 106,000,000, WAC Cap, affirmed at Aaa
   -- Class A-3, $630,914,000, WAC Cap, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $19,098,000, WAC, affirmed at Aa2
   -- Class C, $8,356,000,  WAC, affirmed at Aa3
   -- Class D, $14,324,000, WAC, affirmed at A2
   -- Class E, $9,549,000,  WAC, affirmed at A3
   -- Class F, $9,549,000,  WAC, affirmed at Baa1
   -- Class G, $8,356,000,  WAC, affirmed at Baa2
   -- Class H, $10,743,000, WAC, affirmed at Baa3
   -- Class J, $3,581,000, WAC Cap, affirmed at Ba1
   -- Class K, $4,774,000, WAC Cap, affirmed at Ba2
   -- Class L, $4,775,000, WAC Cap, affirmed at Ba3
   -- Class M, $2,387,000, WAC Cap, affirmed at B1
   -- Class N, $2,388,000, WAC Cap, affirmed at B2
   -- Class P, $2,387,000, WAC Cap, affirmed at B3

As of the Feb. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 2.7%
to $929.0 million from $954.9 million at securitization.  The
Certificates are collateralized by 79 mortgage loans ranging in
size from less than 1.0% to 14.2% of the pool, with the top 10
loans representing 56.8% of the pool.  The pool includes two
shadow rated investment grade loans, comprising 23.4% of the pool.
Six loans, representing 8.6% of the pool balance, have defeased
and are collateralized by U.S. Government securities.

The pool has not experienced any losses since securitization.
Currently one loan, representing less than 1.0% of the pool, is in
special servicing.  Moody's is not estimating a loss for this
loan. Three loans, representing 2.7% of the pool, are on the
master servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for approximately 98.9% and 65.2%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 89.5%, compared to 91.2% at securitization.  Although
the overall performance of the pool has improved since
securitization, the pool has experienced increased LTV dispersion.
Based on Moody's analysis, 18.9% of the pool has an LTV greater
than 100.0%, compared to 8.5% at securitization.

The largest shadow rated loan is the Shell Plaza Loan of
$132.0 million (14.2%), which is secured by a 1.8 million square
foot Class A office complex located in downtown Houston, Texas.
The major tenants are Shell Oil Company and Baker Botts.  As of
September 2006 the property was 97.9% occupied, compared to 95.6%
at securitization.  The loan sponsor is Hines Sumisei U.S. Core
Office Fund, a partnership between Hines and Sumitomo Life Realty,
a subsidiary of Sumitomo Life.  The loan was structured with an
initial five-year interest only period.  Moody's current shadow
rating is Aaa, the same as at securitization.

The second largest shadow rated loan is the GIC Office Portfolio
Loan of $85.0 million (9.2%), which is a 12.1% pari passu interest
in a $700.0 million first mortgage loan.  The loan is secured by
12 office properties totaling 6.4 million square feet and located
in seven states.  The highest geographic concentrations are
Chicago, San Francisco and suburban Philadelphia.  The portfolio
is 90.6% occupied, essentially the same as at securitization.  The
Chicago concentration is comprised of two buildings -- the AT&T
Corporate Center and the USG Building.  The performance of these
two properties has declined slightly since securitization.  The
loan sponsor is Prime Plus Investments, Inc., a private REIT
wholly owned by the Government of Singapore Investment Corporation
Pte Ltd.  The loan matures in January 2014 and is structured with
an initial five-year interest only period.  Moody's current shadow
rating is A2, the same as at securitization.

The top three conduit loans represent 16.8% of the outstanding
pool balance.  The largest conduit loan is the Lincoln Square Loan
of $59.0 million (6.4%), which represents a 37.5% pari passu
interest in a $157.4 million first mortgage loan.  The loan is
secured by a 404,000 square foot Class A office building located
in Washington, D.C.  The property was 99.9% occupied as of October
2006, compared to 98.1% at securitization.  The largest tenants
are Latham & Watkins and the GSA.  The loan was structured with an
initial two-year interest only period.  Moody's LTV is 93.3%,
compared to 94.0% as at securitization.

The second largest conduit loan is the 40 Landsdowne Street Loan
of $55.1 million (5.9%), which is secured by a 215,000 square foot
Class A office/biotechnology building located in an industrial
park that abuts the main campus of the Massachusetts Institute of
Technology in Cambridge, Massachusetts.  The property is 100.0%
leased to Millennium Pharmaceuticals, Inc. under a lease that
expires in July 2020.  The loan's ARD date is April 2014.  The
loan was structured with a 25-year amortization schedule and has
amortized by approximately 4.9% since securitization.  Moody's LTV
is 86.3%, compared to 88.2% at securitization.

The third largest conduit loan is the One North State Street Loan
of $42.1 million (4.5%), which is secured by a 152,000 square foot
retail condominium unit situated in a 675,000 square foot mixed
use property located in downtown Chicago, Illinois.  The property
was 99.2% occupied as of December 2005, similar to securitization.
Major tenants include Filene's Basement and TJ Maxx.  Moody's LTV
is 90.7%, compared to 92.1% at securitization.

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


BIOVEST INT'L: Dec. 31 Balance Sheet Upside Down by $14 Million
---------------------------------------------------------------
Biovest International, 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 $8,960,000 in
total assets, $17,034,000 in total liabilities, resulting in a
$14,074,000 stockholders' deficit.

At Sept. 30, 2006, stockholders' deficit stood at $16,520,000.

The company's December 31 balance sheet also showed strained
liquidity with $4,122,000 in total current assets available to pay
$15,955,000 in total current liabilities coming due within the
next 12 months.

For the three-month period ended Dec. 31, 2006, the company
reported a $23,950,000 net loss on $1,327,000 of total revenues,
compared to a net loss of $3,014,000 on total revenues of
$1,085,000 in the same prior year period.

Total revenues for the three months ended Dec. 31, 2006 was $1.3
million which is an increase of $0.2 million over the three months
ended Dec. 31, 2005.  This represents an increase of 18%. This
quarterly increase is primarily due to growth in the sales of
instrument hardware and disposables.

Research and development expenses for the three months ended
Dec. 31, 2006 were $2.9 million compared to the same prior year
period of $2.8 million.  These costs relate to vaccine production
supporting the on-going clinical trial and design engineering
expense associated with design of the AutovaxID.

The company has historically had significant losses from
operations and these losses continued during the three months
ended Dec. 31, 2006 resulting in a net operating cash flow deficit
of $4 million.  At Dec. 31, 2006, the company had an accumulated
deficit of approximately $76.2 million and working capital deficit
of approximately $11.8 million.  It has been meeting its cash
requirements through proceeds from its cell culture and instrument
manufacturing activities, various financing transactions, the use
of cash on hand, short-term borrowings (primarily from
affiliates), the sale of stock to and demand notes from Accentia
Biopharmaceuticals, Inc., and by managing its accounts payable.

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?1a7e

                      Going Concern Doubt

Aidman Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Biovest International's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Sept. 30, 2006.  The auditing firm
cited that the company incurred significant losses and used cash
in operating activities during the years ended Sept. 30, 2006 and
2005, and had working capital and shareholders' deficits at Sept.
30, 2006.

                  About Biovest International

Based in Worcester, Massachusetts, Biovest International Inc. (OTC
BB: BVTI.OB) -- http://www.biovest.com/-- develops advanced  
individualized immunotherapies for life-threatening cancers of the
blood system.  In addition, Biovest develops, manufactures and
markets patented cell culture systems, including the innovative
AutovaxID(TM), which is being developed as an automated vaccine
manufacturing instrument and for production of cell-based
materials and therapeutics.  Biovest's therapy for follicular non-
Hodgkin's lymphoma is currently in a Phase 3 pivotal clinical
trial at more than 20 major centers in the U.S., and is being
conducted under a Cooperative Research and Development Agreement
(CRADA) with the National Cancer Institute.  Accentia
Biopharmaceuticals Inc. has a 77% interest in Biovest.


BIRMINGHAM-SOUTHERN: Moody's Cuts Debt's Rating to Ba1 from Baa3
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 its
rating on Birmingham-Southern College's debt issued through the
Private Education Building Authority of the City of Birmingham.
The rating outlook is stable at the new level.

The rating applies to the College's Series 1996, 1997 and 2002
Revenue Bonds.  The downgrade reflects deep and continuing
operating deficits during a period of major restructuring,
expected continued decline in unrestricted financial resources,
and a competitive student market environment which could hamper
plans to increase enrollment and tuition revenue.

Security on the bonds is provided by a pledge on the College's
gross tuition revenues with no interest rate derivatives.

Strengths:

   * Sizeable balance sheet cushion with total financial resources
     of $125 million at the end of fiscal year 2006 (down 1% from
     the prior year) and expendable financial resources covering
     debt 0.98x and operations 1.2x.

   * History of substantial donor support with average gift
     revenue of $11.7 million per year over last three fiscal
     years, tempered by recent downward trend.

   * Recent management decision to switch the College's
     intercollegiate athletics to Division III from Division I to
     reduce program expenses and scholarships for heavily           
     discounted student athletes at the Division I level.

     While politically difficult in some respects and uncommon,
     the plan, if successful with the addition of five new sports
     (men's football, women's and men's lacrosse, and women's and
     men's track and field), has the potential to increase
     enrollment, doubling the students participating in athletics
     than prior to the switch.  Over the next five years, the
     change will require an investment in athletic facilities
     which the College plans to borrow from its endowment.  
     Moody's views the management team's planning and resolve in
     facing this difficult issue as emblematic of a broader push
     to face the College's student market and operational
     challenges.

   * Student market position as small liberal arts college (1,230
     full-time equivalent students in fall 2006) within Methodist
     tradition.  Reputation aided by small class sizes and success
     of graduates in entering professional programs. As of mid-
     February management reports a 61% increase in traditional,
     essay-based applications for next fall's class from the same
     point one year ago.

Challenges:

   * Deep and ongoing structural deficits, with Moody's
     calculation of operating performance at negative 22% in        
     fiscal year 2006 (negative 12% in fiscal year 2005) with
     prospects for endowment draws reaching well beyond the
     traditional 5% range to total 11-14% for the next few years.
     The additional endowment draws will not only limit financial
     resource growth but continue to reduce the College's
     unrestricted financial resources.  Management views the
     planned extraordinary draws as necessary for its future
     growth and stability.  For fiscal year 2007, the structural
     deficit will reduce unrestricted liquidity by approximately
     $5 million, assuming moderate investment returns.  While the
     College's endowment performance has been consistently in line
     to slightly above like-sized peers (10.7% return in fiscal
     year 2006), its liquidity profile has become increasingly
     sensitive to investment returns.

   * Strongly competitive student market with increasing pressure
     from public universities in Alabama as well as wealthier
     private universities in the region.  As a consequence of the
     decision to leave Division I athletics, the College
     anticipated a temporary enrollment decline and adjusted its
     budgeted enrollment targets.  Total full-time equivalent
     enrollment fell to 1,230 last fall, down 12% from the fall
     2004 level.  Favorably, net tuition per student grew 10% to
     $8,740 in fiscal year 2006 but still remains well below
     Moody's Baa median of $13,749 for small institutions.  For
     the fall of 2006, Birmingham-Southern enrolled 292 incoming
     freshmen and 34 new transfer students, and admitted 57% of
     applicants and yielded 23% of its accepted students.
     Management's plan to grow to 1,800 students by 2014 will
     require much higher levels of new students as well as better
     retention.  The College is investing in a donor-funded
     Welcome Center as well as an Environmental and Urban Park
     which it believes will help present a better profile to
     prospective visiting students.

   * Recent $9.9 million increase in debt for student housing
     facility as College adapts neighboring apartment complex for
     student use which will represent improved revenue generating
     housing facilities to replace a building which will be going
     off-line.


   * Debt structure which includes roughly $14 million in several
     bank borrowings containing covenants which, if triggered,
     could result in the immediate acceleration of this portion of
     the College's debt.

Outlook

Moody's stable outlook at the Ba1 level reflects the College's
financial resource levels, donor support and fundamental student
demand combined with lack of additional borrowing plans.

What Could Change the Rating -- up

The rating could move up if the College's plan to increase net
tuition revenue yields sustained results coupled with positive
operating cash flow while limiting additional debt.

What Could Change the Rating -- down

Inability to meet enrollment growth and tuition revenue targets,
material decline in financial resources through financial
deficits.  If the near-term decline in unrestricted financial
resources is greater than expected, the presence of the bank
borrowings could accelerate downward pressure.

Key indicators and ratios:

   * Full-time equivalent enrollment: 1,230 students

   * Freshman applicants accepted: 57%

   * Accepted students enrolled: 23%

   * Net tuition per student: $8,740

   * Total pro forma direct debt: $60.6 million (including maximum
      borrowing under line of credit agreement)

   * Total financial resources: $125.3 million

   * Unrestricted financial resources: $20.6 million

   * Expendable resources to pro forma debt: 0.98x

   * Expendable resources to operations: 1.2x

   * Total financial resources per student: $101,885

   * Annual operating margin: -22.1%

   * Average operating margin: -6.2%

Rated debt:

   * Private Educational Building Authority of the City of
     Birmingham Series 1996, 1997 and 2002: Baa3


BRANDYWINE REALTY: Earns $24.1 Million in 2006 Fourth Quarter
--------------------------------------------------------------
Brandywine Realty Trust reported its financial results for the
three and twelve-month periods ended Dec. 31, 2006.  

Net income totaled $24.1 million in the fourth quarter of 2006,
compared to $8.6 million in the fourth quarter of 2005.  The
fourth quarter of 2006 included $11.6 million of gains on the sale
of undepreciated land and $15.1 million of gains on the sale of
discontinued operations, while the corresponding period in 2005
had neither of these.

FFO totaled $59.0 million in the fourth quarter of 2006, compared
to $34.1 million in the fourth quarter of 2005.  Excluding
$1.4 million and $1.9 million of accelerated amortization of
deferred financing costs related to the early pay-off of certain
loans in the fourth quarters of 2006 and 2005.  FFO totaled
$60.4 million in the fourth quarter of 2006, compared to
$36 million in the fourth quarter of 2005.

Net income totaled $10.5 million in 2006, compared to
$42.8 million in 2005.  2006 included $14.2 million of gains on
the sale of undepreciated land and $20.2 million of gains on the
sale of discontinued operations, while 2005 had $4.6 million of
gains on the sale of undepreciated land and $2.2 million of gains
on the sale of discontinued operations.

FFO totaled $234.9 million in 2006, compared to $141.8 million in
2005.  Incorporating the aforementioned non-cash adjustments
related to early loan pay-offs, FFO totaled $236.3 million in
2006, compared to $143.7 million in 2005.

The company's 2006 fourth quarter and full year incorporate the
operations of the former Prentiss Property Trust from Jan. 6, 2006
onward, reflecting the closing of the associated merger on
Jan. 5, 2006.  In conjunction with the merger, Brandywine Realty
Trust has completed its purchase accounting for the transaction,
which among other things, resulted in a series of intangible
assets and liabilities whose amortization is reflected in the
results of operations for the associated periods.

                     Share Repurchase Program

As of Dec. 31, 2006, the company may purchase an additional
2,319,800 common shares under its Board-approved share repurchase
program.  Repurchases may be made from time to time in the open
market or in privately negotiated transactions, subject to market
conditions and compliance with legal requirements.  The share
repurchase program does not contain any time limitation and does
not obligate the company to repurchase any shares.  The company
may discontinue the program at any time.

Capital Markets Highlights

In 2006, the company implemented a new $600 million unsecured
credit facility, raised $1.2 billion via three unsecured note
issuances and one exchangeable note issuance, spent $59.9 million
to repurchase 1.8 million common shares in conjunction with our
exchangeable note issuance, spent an additional $34.4 million to
repurchase 1.2 million common shares, and used the securities
portfolio held as collateral in conjunction with the defeasance
of our $181.8 million secured note due in February 2007 to prepay
that note in November 2006.

During 2006, the company repaid $16.9 million of mortgage notes,
transferred a $13.5 million mortgage note to the buyer of one of
our properties and entered into a new $20.5 million mortgage note
in conjunction with the financing of one of our consolidated joint
ventures.

As a result of these and other related activities, the company's
debt to total market capitalization was 49.7% at Dec. 31, 2006,
and the company achieved a 2.5 times interest coverage ratio for
all of 2006.

In January 2007, the company redeemed its $300 million Floating
Rate Guaranteed Notes due 2009, thereby incurring the
aforementioned $1.4 million of non-cash debt extinguishment costs.

                   About Brandywine Realty Trust

Headquartered in Radnor, Pennsylvania, Brandywine Realty Trust
(NYSE: BDN), http://www.brandywinerealty.com/-- is one of the  
largest full-service, integrated real estate companies in the
United States.  Organized as a real estate investment trust,
Brandywine owns, manages or has ownership interests in office and
industrial properties aggregating 43 million square feet.

                           *     *     *

Fitch assigned a 'BB+' rating on Brandywine Realty Trust's
Preferred Stock.  The outlook is Positive.


BURR RIDGE: Moody's Rates $6.5 Million Class E Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service that it has assigned these ratings to
notes issued by Burr Ridge CLO Plus Ltd.:

   (1) Aaa to $20,000,000 Class A-1R Senior Floating Rate
       Variable Funding Notes Due 2023;

   (2) Aaa to $70,000,000 Class A-1D Senior Floating Rate
       Delayed Draw Notes Due 2023;

   (3) Aaa to $120,000,000 Class A-1T Senior Floating Rate Term
       Notes Due 2023;

   (4) Aa2 to $18,000,000 Class B Mezzanine Floating Rate Notes
       Due 2023;

   (5) A2 to $33,000,000 Class C Deferrable Mezzanine Floating
       Rate Notes Due 2023;

   (6) Baa2 to $7,500,000 Class D Deferrable Mezzanine Floating
       Rate Notes Due 2023 and

   (7) Ba2 to $6,500,000 Class E Deferrable Mezzanine Floating
       Rate Notes Due 2023.

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 ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans
and other Eligible Debt Securities due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Deerfield Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


C-BASS: Moody's Assigns Ba1 Rating to Class B-2 Certificates
------------------------------------------------------------
Moody's Investors Services has assigned an Aaa rating to the
senior certificates issued by C-BASS 2007-CB1 Trust, and ratings
ranging from Aa1 to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by C-BASS.  The collateral was
originated by New Century Mortgage Company (29%), Wilmington
Finance Inc. (24%), Ownit Mortgage Solutions, Inc. (17%), and
other originators.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread and a swap agreement.  
Moody's expects collateral losses to range from 4.45% to 4.95%.

Litton Loan Servicing LP will service the loans. Moody's has
assigned Litton Loan Servicing LP its top servicer quality rating
of SQ1 as a primary servicer of subprime loans.

These are the rating actions:

   * C-BASS 2007-CB1 Trust

   * C-BASS Mortgage Loan Asset-Backed Certificates
     Series 2007-CB1

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


C-BASS: Moody's Rates Class M-11 Certificates at Ba2
----------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2007-SP1, and ratings ranging from Aa1 to Ba2
to the mezzanine certificates in the deal.

The securitization is backed by fixed and floating rate seasoned
mortgage loans acquired by Credit Based Asset Servicing and
Securitization LLC.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
excess spread, and overcollateralization.  Moody's expects
collateral losses to range from 3.80% to 4.30%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton its top servicer quality rating of SQ1 both as a
primary servicer of subprime loans and as a special servicer.

These are the rating actions:

   * C-BASS Mortgage Loan Asset-Backed Certificates
     Series 2007-SP1

                          Class A-1, Aaa
                          Class A-2, Aaa
                          Class A-3, Aaa
                          Class A-4, Aaa
                          Class M-1, Aa1
                          Class M-2, Aa2
                          Class M-3, Aa3
                          Class M-4, A1
                          Class M-5, A2
                          Class M-6, A3
                          Class M-7, Baa1
                          Class M-8, Baa2
                          Class M-9, Baa3
                          Class M-10, Ba1
                          Class M-11, Ba2


CATHOLIC CHURCH: San Diego Diocese Files For Chapter 11 Protection
------------------------------------------------------------------
The Roman Catholic Bishop of San Diego in California delivered
its Chapter 11 petition to the United States Bankruptcy Court for
the Southern District of California on Feb. 27, 2007.  The
case was assigned Case Number 07-00939-11.

The Diocese's decision to file for Chapter 11 came after
eleventh-hour negotiations to settle more than 140 lawsuits
alleging sexual abuse failed, The San Diego Union-Tribune
reported.

According to The Associated Press, the Diocese filed its petition
hours before the first sex abuse trial was scheduled to go
forward on Feb. 28, 2007, in a San Diego courtroom.  The
Chapter 11 petition automatically stays court proceedings.

In a statement issued by the Diocese, San Diego Bishop Robert H.
Brom said they have decided against litigating their cases due to
the length of time the process could take, and that early trial
judgments in favor of some victims could "deplete diocesan and
insurance resources that there would be nothing left for other
victims."

"We put money on the table that would have stretched our
financial capability to the limit, but demands were made which
exceeded the financial resources of both the diocese and our
insurance carrier," Bishop Brom said.  "Consequently, we have
concluded that Chapter 11 reorganization is now the best way
available for us to compensate all of the victims as fairly and
equitably as our resources will allow."

The Bishop said the Diocese will (i) present to the Court an
accurate statement on available diocesan assets, (ii) disclose
the names of those accused; about whom there is certitude
regarding their abuse; as well as the extent of their abuse, and
(iii) verify that no known abuser is functioning in ministry.
The Diocese also aims to propose a comprehensive plan for
compensating the victims and hearing their cases.

"Our participation in this process will demonstrate that this is
not a "cop out," but a sincere effort to face up to our
responsibility," Bishop Brom added.

Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately  
3,000 people in various areas of work.  (Catholic Church
Bankruptcy News, Issue No. 81; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: San Diego Diocese's Chapter 11 Case Summary
------------------------------------------------------------
Debtor: The Roman Catholic Bishop of San Diego
        3888 Paducah Drive
        San Diego, CA 92117

Bankruptcy Case No.: 07-00939

Type of Business: The Roman Catholic Diocese of San Diego in
                  California filed for Chapter 11 protection just
                  before commencement of the first of court
                  proceedings for 140 sexual abuse lawsuits filed
                  against the Diocese.  Authorities of the San
                  Diego Diocese said they were not in favor of
                  litigating their cases.
                  See http://www.diocese-sdiego.org/

Chapter 11 Petition Date: February 27, 2007

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Gerald P. Kennedy, Esq.
                  Procopio, Cory, Hargreaves and Savitch LLP
                  530 B Street, Suite 2100
                  San Diego, CA 92101
                  Tel: (619) 238-1900

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Allied Irish Bank                Letter of Credit     $28,400,000
601 South Figueroa Street        Guarantee Securing
Suite 4650                       $28.4 Mil. Variable
Los Angeles, CA 90017            Demand Revenue
                                 Bonds for CSE, Inc.

                                 Loan Guarantee for      $227,590
                                 Catholic Charities
                                 Used to Purchase
                                 Property

St. Augustine High School        Pledge on Capital       $800,000
3266 Nutmeg Street               Campaign, Phase I
San Diego, CA 92104

Roquemore Marble & Granite       Trade Debt               $29,816
1291 North Post Oak, Suite 130
Houston, TX 77055-7230

Lord Architecture, Inc.          Trade                     $9,229

Tristar Risk Management          Trade                     $6,167

Granite & Stone Memorials        Trade                     $5,431

Permeco                          Trade                     $3,179

LawRoom                          Trade                     $3,138

FOCCUS, Inc.                     Trade                     $2,828

Whited Cemetery Service          Trade                     $2,010

Hepburn Superior                 Trade                       $849

Otis Elevator Company            Trade                       $727

Virginia Madrid                  Trade                       $700

Decision One                     Trade                       $565

Paradise Pictures, LLC           Trade                       $450

Evon Coley                       Trade                       $400

Rancho del Oro Landscape and     Trade                       $195
Maintenance, Inc.

Ikon Financial Services          Trade                       $187

Verizon Wireless                 Trade                       $179


CATHOLIC CHURCH: Court Approves Portland's Disclosure Statement
---------------------------------------------------------------
The Honorable Elizabeth L. Perris of the U.S. Bankruptcy Court for
the District of Oregon approved on Feb. 27, 2007, a disclosure
statement explaining a Second Amended Joint Plan of Reorganization
filed by the Archdiocese of Portland in Oregon and the other Plan
proponents on Feb. 26, 2007.

Judge Perris holds that the final form of disclosure statement
filed by Portland and the other Plan Proponents contains adequate
information.

Under the Second Amended Plan, the Plan Proponents clarified that
Class 4 - Key Bank Guaranty Claims resulted from Portland's
guaranty of loans made to Assumption Village, LLC, Trinity Court,
LLC, and Village Enterprises, LLC for construction loans to build
housing projects.  The loans are secured in part by letters of
credit and trust deeds on real property not owned by Portland.

According to the Plan Proponents, it is anticipated that the
Trinity Court property will be sold within two years of the
effective date of the Plan and the net proceeds paid to Key Bank.
However, the property is currently involved in litigation and it
is possible that the sale may not occur.

Prior to that time, however, Key Bank's approximately $2,647,000
claim on the Trinity Court project will be paid in equal monthly
installments of $50,000, including interest at the Plan Interest
Rate, commencing approximately 30 days following the Plan
Effective Date.  The remaining balance will be paid on the
earlier to occur of (i) the sale of the property, or (ii) the two
year anniversary of the Plan Effective Date.

In addition, the Second Amended Plan provides that:

    * If the Reorganized Debtor fail to pay any Known Tort Claims
      Administration Expenses and the failure is not remedied
      within 30 days after the Known Tort Claims Trustee gives the
      Reorganized Debtor written notice of the default under the
      Plan, the Known Tort Claims Trustee may pay the unpaid Known
      Tort Claims Administration Expenses from the Known Tort
      Claims Trust.

    * If the Reorganized Debtor fail to pay any Future Claims
      Administration Expenses and the failure is not remedied
      within 30 days after the Future Claims Trustee or the FCR,
      as the case may be, gives the Reorganized Debtor written
      notice of the default under the Plan, the Future Claims
      Trustee may pay the unpaid Future Claims Administration
      Expenses from the Future Claims Trust.

Prior to the filing of the Disclosure Statement explaining the
Second Amended Plan, Newman Foundation of OSU, Inc., complained
that the First Amended Plan disposes of the property that is the
subject matter of its Claim Nos. 190 and 577 and pending lawsuit,
yet, neither the First Amended Plan nor the Disclosure Statement
address its Claims.  Newman Foundation further objected to the
Plan Proponent's proposal to award to Key Bank the proceeds of
the sale of the "Trinity Court Property" arguing that Key Bank's
claim is based on a trust deed filed March 3, 2005, which was
after the lis pendens and Newman Foundation's lawsuit of June 3,
2004.

                 Confirmation Objection Deadline

Judge Perris sets March 28, 2007, as the last day for filing
written ballots accepting or rejecting the Second Amended Plan.
Creditors entitled to vote are directed to send their ballots to:

     Thomas W. Stilley
     1000 SW Broadway #1400
     Portland, Oregon 97205 - 3089

The Court will hold a hearing on confirmation of the Second
Amended Plan on April 10, 2007, at 9:00 a.m.  All objections, if
any, to the confirmation of the Plan must be in writing; must
state with specificity the grounds for any objections; and must
be filed with the Bankruptcy Court on or before March 28.

Complaints objecting to the Archdiocese's full discharge must be
filed not later than March 28, 2007 as well, Judge Perris adds.

The Court directs the Plan proponents to deliver on or before
March 1, 2007, a copy of the Second Amended Plan, Disclosure
Statement and a ballot, to creditors and other parties-in-
interest.

A summary of the ballots by Class, and a report of administrative
expenses will be filed with the Clerk of the Court on March 7,
2007.

A blacklined copy of Portland's Second Amended Joint Plan is
available for free at http://ResearchArchives.com/t/s?1a8e

A blacklined copy of Portland's Second Amended Disclosure
Statement an is available for free at:

               http://ResearchArchives.com/t/s?1a8f

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

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.
(Catholic Church Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


CHARTER COMMS: Posts $396 Million Net Loss in 2006 Fourth Quarter
-----------------------------------------------------------------
Charter Communications Inc. and its subsidiaries reported their
fourth-quarter and annual 2006 financial and operating results.

"We increased momentum and generated consistent growth in revenues
and adjusted EBITDA throughout 2006, which we believe positions us
well for 2007 and beyond" President and Chief Executive Officer
Neil Smit said.

Paul G. Allen, Chairman of the Board and controlling shareholder
of Charter said, "Under the leadership of Neil and our management
team, I am pleased with Charter's significant progress in
improving its operations, enhancing its financial flexibility and
delivering strong performance.

"In a relatively short timeframe, Charter has rolled out telephone
and triple play offerings, enhanced its customer service, disposed
of $1 billion of non-strategic assets and significantly improved
its debt maturity profile.  

"I continue to be bullish on the prospects of cable in general,
and the strength of its platform in meeting the needs of
consumers.  I also believe 2007 will be a very exciting year for
Charter, as we continue to implement our turnaround strategy and
benefit from the fruits of all our recent efforts."

                            Highlights

   -- Fourth-quarter revenues grew 11.7% and annual revenues grew
      10% year over year on a pro forma basis, primarily driven by
      strong high-speed Internet and telephone performance.

   -- Fourth-quarter adjusted EBITDA increased 10.3% and annual
      adjusted EBITDA increased 5.3% year over year on a pro forma
      basis.

   -- On a pro forma basis, bundled customers increased 18%
      compared to fourth quarter 2005 and revenue generating units
      increased by 162,400 during the fourth quarter of 2006.
      Charter added a net 710,700 RGUs during the full year of
      2006, a 64% increase compared to 2005 additions.

   -- Telephone customers climbed to 445,800 as of Dec. 31, 2006,
      up more than 30% from Sept. 30, 2006.  Telephone homes
      passed grew to approximately 6.8 million as of Dec. 31,
      2006.

   -- Earlier this month, Charter initiated a refinancing and
      expansion of the existing $6.850 billion senior secured
      credit facilities.

                       Key Operating Results

Charter added a net 162,400 RGUs during the fourth quarter.

   -- Telephone customers increased by approximately 106,200.
   -- HSI customers increased by approximately 59,000.
   -- Digital video customers increased by approximately 40,500.
   -- Analog video customers decreased by approximately 43,300.

During 2006, Charter added a net 710,700 RGUs on a pro forma
basis, a 64% increase compared to 2005 pro forma net additions of
433,700. RGUs increased 6.8% during 2006.

   -- Telephone customers increased 309,800 in 2006 compared with
      75,800 in 2005.

   -- HSI customers increased 304,500 in 2006 compared with
      303,100 in 2005.

   -- Digital customers increased 169,900 in 2006 compared with
      125,600 in 2005.

   -- Analog customers decreased 73,500 in 2006 compared with
      70,800 in 2005.

As of Dec. 31, 2006, Charter served approximately 11,089,700 RGUs,
comprised of 5,433,300 analog video, 2,808,400 digital video,
2,402,200 HSI, and 445,800 telephone customers.

Total average monthly revenue per analog video customer increased
13.2%, with video ARPU increasing 5.6% and HSI ARPU increasing
6.8%, for the fourth quarter of 2006, as compared to the same
period in 2005 on a pro forma basis.

Strong telephone customer growth continued in the fourth quarter,
with total customers increasing over 30% since the third quarter
of 2006.

During the fourth quarter, Charter added more than 900,000
telephone homes passed, bringing total telephone homes passed to
approximately 6.8 million as of Dec. 31, 2006.

During 2007, Charter will focus on driving deeper penetration of
telephone service, as well as launching service in additional
markets.

"In markets where telephone penetration has already reached double
digits, we've seen the benefits of customers who take advantage of
our bundled offers.

"In these markets we have experienced improved customer retention
and RGU growth, and higher revenue growth and margins than Company
average," Mr. Smit said.

                      Fourth-Quarter Results

Fourth quarter revenues were $1.413 billion, an increase of 11.7%,
or $148 million, on a pro forma basis, resulting from both
increases in digital, HSI and telephone customers versus the prior
year, and increases in average revenue per customer.  Revenues
increased 9.8%, or $126 million on an actual basis.

Pro forma HSI revenues increased 23.0%, up $52 million year over
year, and telephone revenues more than tripled to $49 million from
$14 million in the fourth quarter of 2005.

Advertising sales revenues increased by $15 million year over year
on a pro forma basis, or 19.7%, and commercial revenues increased
$10 million, on a pro forma basis, or 14.7%.  Video revenues
increased 4.0%, up $32 million year over year on a pro forma
basis.

Fourth-quarter 2006 operating costs and expenses were
$910 million, an increase of $101 million, or 12.5% on a pro forma
basis.  Operating costs and expenses increased 10.8% on an actual
basis.  The increases reflect continued emphasis on building and
accelerating rollout of its telephone product and expenditures to
support higher rates of customer growth and retention, as well as
higher programming costs resulting from annual rate increases and
more purchases of advanced services by our customers.

Operating income from continuing operations increased by
$55 million year over year, to $163 million for the fourth quarter
of 2006.  Revenue growth exceeded operating costs and expense
growth during the period by $37 million and depreciation and
amortization expenses declined by $21 million year over year.

Net loss applicable to common stock for the fourth quarter of 2006
were $396 million.  For the fourth quarter of 2005, Charter
reported net loss applicable to common stock of $336 million.

                   2006 Annual Pro Forma Results

On a pro forma basis, revenues for 2006 increased 10.0%, or
$495 million, to $5.437 billion, resulting from both increases in
digital, HSI, and telephone customers versus the prior year, and
increases in average revenue per customer.

Pro forma HSI revenues increased 20.3%, up $176 million year over
year, and telephone revenues more than tripled to $135 million in
2006 from $42 million in 2005.

Commercial revenues increased by $40 million, or 15.5%, and
advertising sales revenues increased by $36 million, or 12.9%,
year over year on a pro forma basis.  Video revenues increased
4.0%, up $127 million year over year on a pro forma basis.

On a pro forma basis, annual 2006 operating costs and expenses
were $3.545 billion, an increase of $400 million, or 12.7%,
compared to 2005.  The increases reflect continued emphasis on
building and accelerating rollout of our telephone service and
expenditures to support higher rates of customer growth and
retention, as well as higher programming costs associated with
annual rate increases and more advanced services purchases.

                     2006 Annual GAAP Results

These results include the operations of the assets sold during the
third quarter of 2006 for the periods Charter owned and operated
those systems.  

The operating results of the West Virginia and Virginia cable
systems are reported as discontinued operations.

Annual 2006 revenues were $5.504 billion, an increase of 9.4%, or
$471 million, over 2005 resulting from both increases in digital,
HSI, and telephone customers versus the prior year, and increases
in average revenue per customer.

Annual 2006 operating costs and expenses were $3.590 billion, an
increase of $389 million, or 12.2%, over 2005, reflecting
continued emphasis on building and accelerating rollout of its
telephone service and expenditures to support higher rates of
customer growth and retention, as well as higher programming costs
resulting from annual rate increases and more purchases of
advanced services by our customers.

Operating income from continuing operations increased by
$63 million year over year, to $367 million for the year ended
Dec. 31, 2006.

Revenue growth exceeded operating costs and expense growth during
the period by $82 million, and depreciation and amortization
expenses declined by $89 million year over year, partially offset
by a $120 million increase in asset impairment charges associated
with certain assets sales described below.

Net loss applicable to common stock for the year ended Dec. 31,
2006, were $1.370 billion.  For the year ended Dec. 31, 2005,
Charter reported net loss applicable to common stock of
$970 million.

                            Asset Sales

During 2006, the company closed five separate sales of
geographically non-strategic cable television systems, serving
approximately 390,300 analog video customers, for a total of
approximately $1 billion.

In the first quarter of 2007, Charter closed on two separate sales
of geographically non-strategic cable television systems, serving
approximately 34,400 analog video customers.  These sales are not
reflected in the pro forma results or statistics reported in this
release or the addendum to this release.

The West Virginia and Virginia cable systems, which were part of
the 2006 system sales, comprise operations and cash flows that for
financial reporting purposes meet the criteria for discontinued
operations.

Accordingly, the results of operations for those systems have been
presented as discontinued operations, net of tax, for the year
ended Dec. 31, 2006, and all prior periods have been reclassified
to conform to the current presentation.

                             Liquidity

Net cash used in operating activities for the fourth quarter of
2006 was $25 million, compared with net cash flows provided by
operating activities of $142 million for the year-ago quarter.  
The variance is primarily the result of the $128 million change in
operating assets and liabilities and the increase in interest on
cash pay obligations of $58 million.

Net cash flows provided by operating activities for the year ended
Dec. 31, 2006, were $323 million, compared with $260 million for
the year-ago period.  The increase is primarily the result of the
$240 million increase in cash provided by operating assets and
liabilities, and a $33 million increase in revenues over operating
expenses, partially offset by an increase in interest on cash pay
obligations of $214 million.

Adjusted EBITDA totaled $503 million for the fourth quarter of
2006, an increase of 10.3%, compared with the year-ago quarter on
a pro forma basis and an increase of 7.9% on an actual basis.

Adjusted EBITDA totaled $1.914 billion for the year ended Dec. 31,
2006, a 4.5% increase compared with the year-ago period.  Pro
forma adjusted EBITDA totaled $1.892 billion for the year ended
Dec. 31, 2006, a 5.3% increase compared with pro forma 2005
results.

Expenditures for property, plant, and equipment for the fourth
quarter of 2006 were $308 million, compared with fourth-quarter
2005 expenditures of $273 million.  The increase in capital
expenditures reflects year over year increases in spending for
scalable infrastructure and customer premise equipment.

For the year ended Dec. 31, 2006, capital expenditures were
$1.103 billion, compared with $1.088 billion for 2005.  Increases
in spending on customer premise equipment and scalable
infrastructure were offset by decreases in support capital and
line extensions.

Similar to 2006, the company expects that approximately three-
quarters of its projected $1.2 billion 2007 capital expenditures
will be directed toward success-based activity.

Charter reported negative free cash flow of $253 million for the
fourth quarter of 2006, compared with negative free cash flow of
$172 million for the same year-ago quarter.  Growth in revenues in
excess of operating costs and expenses was offset by increased
interest on cash-pay obligations and increased capital
expenditures.

For the year ended Dec. 31, 2006, Charter reported negative free
cash flow of $892 million, compared with negative free cash flow
of $696 million for 2005.  The increase was primarily driven by
higher interest on cash-pay obligations, partially offset by
revenue growth that exceeded growth in operating costs and
expenses.

As of Dec. 31, 2006, Charter had $19.1 billion in long-term debt
and $60 million of cash on hand.

                      Financing Transactions

In February 2007, the company engaged J.P. Morgan Securities Inc.,
Banc of America Securities LLC, and Citigroup Global Markets Inc.
to arrange and syndicate a refinancing and expansion of its
existing $6.85 billion senior secured credit facilities.

The proposed transaction includes $8.35 billion of senior secured
credit facilities, consisting of a $1.5 billion revolving credit
facility, a $1.5 billion new term facility, a $5 billion
refinancing term loan facility at Charter Communications
Operating, LLC, and a $350 million third lien term loan at CCO
Holdings, LLC.

Charter expects to use a portion of the additional proceeds from
the Transaction to redeem up to $550 million of CCO Holdings'
outstanding floating rate notes due 2010 and up to $187 million of
Charter Communications Holdings, LLC's outstanding 8.625% senior
notes due 2009 in addition to other general corporate purposes.  

The company expects to enter into the facilities in March 2007.   
Upon completion of the Transaction, Charter expects to have
adequate liquidity to fund its operations and service its debt
through 2008.

                           Balance Sheet

At Dec. 31, 2006, the company's balance sheet showed $15.1 billion
in total assets and $21.3 billion in total liabilities, resulting
in a $6.2 billion stockholders' deficit.

The company's stockholders' deficit at Dec. 31, 2005, stood at
$4.9 billion.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $329 million in total current assets available to
pay $1.2 billion in total liabilities.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1a8a

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ:CHTR) -- http://www.charter.com/-- is a broadband
communications company and a publicly traded cable operator in the
United States.  Charter provides advanced broadband services,
including Charter Digital(R) video entertainment programming,
Charter High-Speed(TM) Internet access service, and Charter
Telephone(TM) services.  Charter Business(TM) provides scalable,
tailored and cost-effective broadband communications solutions
such as business-to-business Internet access, data networking,
video and music entertainment services and business telephone.
Charter's advertising sales and production services are sold under
the Charter Media(R) brand.


CHARTER COMMS: Refinancing Changes Prompts Moody's to Hold Ratings
------------------------------------------------------------------
Moody's affirmed Charter Communications, Inc.'s Caa1 corporate
family rating, Caa1 probability of default rating and stable
outlook following the report of changes to the proposed
refinancing of the senior secured credit facilities of Charter
Communications Operating, LLC, and CCO Holdings,wholly owned
subsidiaries of Charter Communications, Inc.  The changes include
an increase of $500 million to the new senior secured first lien
loan to $1.5 billion at Charter Operating, issuance of a new
$350 senior secured third lien loan at CCO Holdings and the
withdrawal of the proposed $550 second lien loan at Charter
Operating.

The proposed transaction improves intermediate term liquidity,
extending the company's maturity profile at a modestly lower
interest rate.  The Caa1 corporate family rating continues to
incorporate Charter's overleveraged capital structure, offset
somewhat by recent operational progress and opportunities for
growth via data and telephony.  Notwithstanding Charter's balance
sheet challenges, the proposed transaction provides continuing
evidence of the company's debt market access, which has enabled it
to opportunistically enhance intermediate term liquidity.

These are the rating actions:

   * Charter Communications Inc

   * Affirm:

      -- Caa1 Corporate Family Rating
      -- Caa1 Probability of Default Rating
      -- Stable Outlook
      -- SGL-3 Speculating Grade Liquidity
      -- Caa3, LGD6, 96%, Convertible Senior Notes

   * Charter Communications Operating, LLC

   * Affirm:

      -- B1, LGD2, 15%, $1,500 New 1st Lien Loan
      -- B1, LGD2, 15%, Senior Secured Revolver
      -- B1, LGD2, 15%, Senior Secured 1st Lien Term Loan
      -- B3, LGD3, 42%, Senior Second Lien Notes

   Withdraw:

      -- B3, LGD3, 41%, $550 Second Lien Loan

   * CCO Holdings, LLC:

   * Firm:

      -- Caa1, LGD4, 53%, Senior Notes

   * Assign:

      -- Caa1, LGD4, 53%, Senior Secured Third Lien Loan

   * Affirm to be withdrawn:

      -- Caa1, LGD3, 48%, Senior Floating Notes

   * CCH II, LLC:

   * Affirm:

      -- Caa2, LGD4, 63%, Senior Secured Notes

   * CCH I, LLC

   * Affirm:

      -- Caa2, LGD5, 79%, Senior Secured Notes

   * CCH I Holdings, LLC:

   * Affirm:

      -- Caa3, LGD6, 91%, Senior Notes
      -- Caa3, LGD6, 91%, Senior Discount Notes

   * Charter Communications Holdings, LLC

   * Affirm:

      -- Caa3, LGD6, 95%, Senior Notes
      -- Caa3, LGD6, 95%, Senior Discount Notes

   * Affirm to be withdrawn:

      -- Caa3, LGD6, 95%, 8.250% senior notes due 2007
      -- Caa3, LGD6, 95%, 8.625% senior notes due 2009

Charter Communications is one of the largest domestic cable
operators serving approximately 5.4 million subscribers.  
Charter's annual revenue is approximately $5.4 billion.  The
company maintains its headquarters in St. Louis, Missouri.



CHICAGO H&S: Secured Creditor to Sell Collateral on March 5
-----------------------------------------------------------
Hotel 71 Mezz Lender, LLC, Chicago H&S Senior Investors, LLC's
secured creditor, will sell its collateral at 10:30 a.m., Eastern
Standard Time, on March 5, 2007.

Hotel 71's collateral includes, without limitation, all of H&S
Senior Investors' 100% membership interest in H&S Hotel Property
LLC, including all accounts, personal properties, documents,
general intangibles, contract rights, inventory and books and
records.

The sale will be held at the offices of Akin Gump Strauss Hauer &
Feld LLP at 590 Madison Avenue, 42nd Floor in New York City.

For further information about the assets, contact:

   Robin D Fineman, Esq.
   Akin Gump Strauss Hauer & Feld LLP
   Tel.: (212) 872-1066

Chicago H&S Senior Investors, LLC, thru Chicago H&S Hotel Property
LLC is believed to be the owner of the fee simple title to the
certain premises located at 71 East Wacker Drive, Chicago,
Illinois, commonly known as Hotel 71.  Chicago H&S Senior
Investors pledged the Collateral as security for an indebtedness  
owed to Hotel 71 Mezz Lender, which includes, among other things,
the debt evidenced by that certain Promissory Note, dated as of
March 29, 2005, in the original principal amount of $27,338,801,  
executed by Chicago H&S Senior Investors in favor of Hotel 71 Mezz
Lender.  Chicago H&S is currently in default under the Note.  The
total amount due under the Note, including principal, interest,
and other fees and charges, is not less than $47,000,000.


CITADEL HILL: $15 Million Class B-2L Notes Carry S&P's BB- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'AA-' rating on the
class A-2L notes issued by Citadel Hill 2000 Ltd., an arbitrage
CLO transaction managed by Citadel Hill Advisors LLC,
on CreditWatch with positive implications.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the class
A-2L notes since the deal was initially rated in December 2000.
These factors include the paydown of almost 50% of the class A-1L
note balance.  According to the most recent trustee report, dated
Jan. 17, 2007, the class A-1L notes had paid down approximately
$173 million since July 2006, leaving approximately $182 million
outstanding.  As a result, the senior class A
overcollateralization ratio has improved to 139.34%.

Standard & Poor's will review the results of current cash flow
runs generated for Citadel Hill 2000 Ltd. to determine the level
of future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.  The
results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.

               Rating Placed On Creditwatch Positive
    
                     Citadel Hill 2000 Ltd.

                             Rating
                             ------
           Class       To                From          Balance
           -----       --                ----          -------
           A-2L        AA-/Watch Pos     AA-       $45,000,000
     
                    Other Outstanding Ratings
   
                     Citadel Hill 2000 Ltd.

              Class           Rating             Balance
              -----           ------             -------
              A-1L            AAA           $182,141,000
              A-3L            A-             $35,000,000
              B-1C            BBB             $7,500,000
              B-1L            BBB            $17,500,000
              B-2L            BB-            $15,000,000


CLYDESDALE CLO: Moody's Rates $15 Million Class D Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Clydesdale CLO 2006, Ltd.:

    (1) Aaa to $333,000,000 Class A-1 Floating Rate Notes Due
        2018;

    (2) Aa2 to $25,000,000 Class A-2 Floating Rate Notes Due 2018;

    (3) A2 to $25,000,000 Class B Deferrable Floating Rate Notes
        Due 2018;

    (4) Baa2 to $18,000,000 Class C Floating Rate Notes Due 2018;
        and

    (5) Ba2 to $15,000,000 Class D Floating Rate Notes Due 2018.

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 ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio -- consisting primarily of Senior
Secured Loans -- due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Nomura Corporate Research and Asset Management Inc. will manage
the selection, acquisition and disposition of collateral on behalf
of the Issuer.


COINSTAR INC: Moody's Lifts Corp. Family Rating to Ba2 from Ba3
---------------------------------------------------------------
Moody's upgraded Coinstar, Inc.'s Corporate Family Rating to Ba2.
At the same time, Moody's upgraded the ratings of the company's
senior secured credit facilities to Ba2 and Coinstar's liquidity
rating to SGL-1 from SGL-2.  The outlook for the ratings is
stable.

The upgrade recognizes consistency in the company's financial
performance, its successful diversification into different
products and services and the successful integration of major
acquisistions.  The upgrade also incorporates potential for
further improvement in performance following investments in
DVDXpress and Redbox, which offer DVD rentals through self-service
kiosks, and the increased revenues from initiatives such as the
company's Coin to CardT program, where coin machine customers
receive gift cards instead of cash vouchers.  The ratings reflect
Coinstar's low leverage, strong cash flow generation, strong
liquidity position, and unique market position, offset by the
company's relatively small size, decreasing profitability, and
weak EBIT to interest coverage ratio for the rating category.

Moody's took these rating actions:

   * Upgraded the Corporate Family Rating to Ba2 from Ba3;

   * Upgraded the Probability of Default Rating to Ba3 from B1;

   * Upgraded the $60 million senior secured revolver due 2011 to
     Ba2, LGD3, 31% from Ba3, LGD2, 29%;

   * Upgraded the $188 million senior secured term loan B due 2011
     to Ba2, LGD3, 31% from Ba3, LGD2, 29%;

   * Upgraded the Speculative Grade Liquidity rating to SGL-1 from
     SGL-2.

The outlook for the ratings is stable.

Coinstar, Inc., based in Bellevue, Washington, owns and operates a
multinational, fully automated network of coin processing kiosks,
as well as electronic payment, entertainment services, and
self-service DVD rentals.  Revenue for the twelve month period
ended Dec. 31, 2006 was about $534 million.


COLLINS & AIKMAN: U.S. Trustee Wants Examiner Appointed
-------------------------------------------------------
Saul Eisen, the United States Trustee for Region 9, asks the
Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for the
Eastern District of Michigan to direct the appointment of an
examiner under Section 1104(c)(2) of the Bankruptcy Code.

The U.S. Trustee notes that approximately 13 firms have rendered
professional services to the Debtors, with fees and expenses
amounting to $78,186,190, as of Aug. 31, 2006.  

Professional services rendered from Aug. 31, 2006, until the
effective date of any confirmed plan will undoubtedly add tens of
millions of dollars to the total, Mr. Eisen adds.

Hence, the extent of professional fees and expenses is
significant when compared to the $165,500,000 to $230,000,000
value the Debtors ascribed to the estates, Stephen E. Spence,
trial attorney for the Office of the U.S. Trustee, in Detroit,
Michigan, tells the Court.

The U.S. Trustee believes that the allegations made by Third
Avenue Trust regarding the professionals' compensation raises
serious questions that require answers before the professionals
are awarded final compensation and receive the exculpation and
releases provided.  

Third Avenue, former member of the Official Committee of Unsecured
Creditors, has claimed that recoveries to the unsecured creditors
will be further reduced because of the fees sought by the law
firms and financial advisors for work that has not produced any
value for the estates.

In light of the Debtors' abandonment of their reorganization
strategy, Third Avenue, one of the Debtors' largest unsecured
creditors, questioned whether it was appropriate to grant the
compensation requests of the professionals who had been involved
in the failed reorganization strategy.  

Third Avenue questioned payment for services that seemed to
anticipate the Debtors' reorganization even after it became
apparent, or should have been apparent, that reorganization was
not feasible.

The Court determined that Third Avenue's allegations, standing
alone, did not justify the denial of interim fee applications.  
The Court, however, suggested that it would entertain a request
for the appointment of a fee examiner to look into the
professional fees in the Debtors' Chapter 11 cases.

Section 1104(c)(2) requires the Court to order the appointment of
an examiner in a case where (a) no trustee has been appointed
under Section 1104, (b) no plan has been confirmed, and (c) the
debtor's fixed, liquidated, unsecured debts, other than debts for
goods, services or taxes, or owing to an insider, exceed
$5,000,000.  As unsecured bond indebtness is $901,000,000, a plan
has not been confirmed, and a trustee has not been appointed, the
appointment of an examiner is mandatory, Mr. Spence asserts.

The U.S. Trustee wants the scope of inquiry of the examiner to
cover:

     * a determination of the merit of Third Avenue's
       allegations;

     * an investigation of the progress of the Chapter 11 cases
       with a particular emphasis on whether appropriate and
       timely decisions were made by management, the Creditors
       Committee and their professionals on whether the company
       should remain a going concern or should be liquidated;

     * a determination if, once the decision to liquidate was
       reached, management took appropriate steps to manage
       costs, including professional fees and expenses; and

     * a review of applications for management compensation
       pursuant to Section 363, for professional fees and
       expenses pursuant to Section 330, and to recommendation to
       the Court and parties-in-interest whether the fees and
       expenses are appropriate under applicable law and
       guidelines and should be allowed in the amounts sought.

An expeditious examination is necessary to either put to rest the
issue raised by Third Avenue or to enable the Court and parties-
in-interest to take appropriate action if the examiner concludes
that the Debtors' cases have not been administered in accordance
with applicable standards, Mr. Spence maintains.

Accordingly, the examiner should be required to prepare and file
a preliminary report describing his findings and recommendations
within 60 days after his appointment, Mr. Spence says.

While the examiner's ongoing investigation should not delay the
Court's consideration of the Debtors' First Amended Joint Plan,
the Plan contains certain provisions, not material to the
determination of rights of stakeholders other than professionals
and management, that should not be finally approved by the Court
until the Court and parties-in-interest have received and
evaluated the examiner's final report, Mr. Spence notes.  
Accordingly, upon entry of an order directing the appointment of
an examiner, the U.S. Trustee will file a limited objection to
the Plan confirmation to preserve parties' rights pending the
conclusion of the examination.

Mr. Spence asserts that the examiner should have the authority to
retain professionals and standing as a party-in-interest to move,
appear and be heard on any matters related to his appointment;
and have the cooperation of the Debtors, Creditors Committee, and
other parties-in-interest in his investigation.

The appointment of the fee examiner should be without prejudice
to the right of the fee examiner, U.S. Trustee or any party-in-
interest to seek an expansion of the scope of examination,
Mr. Spence adds.

           Post-Confirmation Review Panel Contested

Mr. Spence notes that although the Debtors claim that a fee
review is unnecessary, they appear to recognize its inevitability
and proposed a fee evaluation committee as an alternative to an
examiner.

A fee committee cannot, as a matter of law, substitute for an
examiner, Mr. Spence says.  Moreover, he adds, a fee committee
with a representative of the Debtors and the litigation trust
administrator, as members, could not perform an investigation
with the same independence as expected of an examiner under the
Bankruptcy Code and as required by the investigation.

Further, the Debtors' proposed committee would be formed after
the Plan's confirmation, when the litigation trust is formed and
its administrator appointed.  Delaying the start of the
investigation until after confirmation will make the
investigation unnecessarily difficult as records and personnel
are being dispersed while the Debtors continue their wind down.  
The fee examiner's report would also not be available in time,
Mr. Spence asserts.

Mr. Spence asserts that Third Avenue's troubling allegations
merit independent investigation.  "The allegations were broadly
reported, and it is important to the integrity of the bankruptcy
system that an independent person be appointed to investigate
them and to publicly report his or her findings," Mr. Spence
avers.  "Under the Bankruptcy Code, that role is filled by an
examiner or trustee, not by a committee."

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.  

On Aug. 30, 2006, the Debtors filed their Chapter 11 Plan and
Disclosure Statement explaining that Plan.  On Dec. 22, 2006, they
filed an Amended Joint Chapter 11 Plan and then filed a modified
Amended Plan on Jan. 24, 2007.  The Court approved the Amended
Disclosure Statement on Jan. 25, 2007.  The confirmation hearing
on the Amended Joint Plan is set for March 19, 2007.  (Collins &
Aikman Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


COLTS 2007-1: S&P Rates $22.25 Million Class E Notes at BB
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CoLTS 2007-1 Ltd./CoLTS 2007-1 LLC's $365.715 million
floating-rate notes series 2007-1.

The preliminary ratings are based on information as of Feb. 22,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the preference
        shares;

     -- The transaction's 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

                        CoLTS 2007-1 Ltd.
                        CoLTS 2007-1 LLC
   
      Class                      Rating              Amount
      -----                      ------              ------
      A                          AAA                 $260,000,000
      B                          AA                   $22,250,000
      C                          A                    $40,000,000
      D                          BBB                  $21,215,000
      E                          BB                   $22,250,000
      Preference shares          NR                   $44,750,000
   
                           NR -- Not rated.


CROWN CASTLE: S&P Rates $850 Million Secured Facilities at BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating and '1' recovery rating to the $850 million in secured bank
loan facilities for Crown Castle Operating Co., a funding conduit
for Houston, Texas-based wireless communication tower operator
Crown Castle International Corp.

Proceeds from these bank facilities have been used to repurchase
$600 million of common stock from investors Fortress Investment
Group, Greenhill Capital Partners and Abrams Capital.

At the same time, Standard & Poor's affirmed the 'BB' corporate
credit rating on Crown Castle and removed it from CreditWatch,
where it had been placed with negative implications on Oct. 13,
2006, following the company's reported definitive agreement to
acquire unrated wireless tower operator Global Signal Inc.  The
outlook is negative.

The acquisition of Global Signal nearly doubles the size of the
company's tower portfolio to around 23,000 from about 13,000, and
these assets are expected to contribute at least $230 million in
annual EBITDA.

"While the Global Signal and stock repurchase transactions
increase the combined consolidated debt to EBITDA to around 8x,
from the low-7x area, we expect that Crown Castle will be able to
achieve some modest improvement in its leverage over the next few
years due to growth in operating cash flows," said
Standard & Poor's credit analyst Catherine Cosentino.

However, Standard & Poor's do not anticipate material reduction in
total debt as we expect that the company will use most of its net
free operating cash flow to repurchase common stock.  Pro forma
for the acquisition of Global Signal, which closed in early
January 2007, and the new bank debt, the company will have about
$6 billion of total debt outstanding, plus another $312 million of
convertible preferred stock.

Crown Castle is expected to continue to maintain an aggressive
financial policy.  A good portion of the assumed stock repurchases
are likely to be funded with additional debt, mostly in the form
of additional securitized revenue notes, which can be issued
subject to a 2x minimum securitization fixed-charge coverage ratio
at the Crown Castle legacy securitization, and could exceed
$1 billion over the next several years.

The cash flows generated by the business have a very high degree
of stability, given the long-term nature of the carrier contracts
and high contract renewal rates.  In addition, there has been a
trend toward longer-term contracts in this business and no ability
to terminate early without fully honoring the contract.  Typical
of the tower leasing industry, the high operating leverage of the
business also contributes to extremely healthy tower gross profit
and overall EBITDA margins, which totaled 65% and 52%,
respectively, for 2006.


CWABS ASSET: Moody's Rates Class B Certificates at Ba1
------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by CWABS Asset-Backed Certificates Trust
2007-1 and ratings ranging from Aa1 to Ba1 to subordinate
certificates in the deal.

The securitization is backed by Countrywide Home Loans, Inc.
originated, adjustable and fixed-rate subprime mortgage loans
acquired by Countrywide Financial Corporation.  The ratings are
based primarily on the credit quality of the loans and on
protection against credit losses by mortgage insurance provided by
United Guaranty Mortgage Indemnity Company and Mortgage Guaranty
Insurance Corporation.  The ratings also benefit from
subordination, interest rate swap agreement, excess spread, and
overcollateralization.  Moody's expects collateral losses to range
from 4.20% to 4.70%.

Countrywide Home Loans Servicing LP will act as master servicer.

These are the rating actions:

   * Asset-Backed Certificates, Series 2007-1

   * CWABS Asset-Backed Certificates Trust 2007-1

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

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


CWMBS REPERFORMING: Moody's Reviews Ratings and May Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade seven certificates from two Countrywide securitizations.
The underlying collateral consists of FHA insured and VA
guaranteed reperforming loans, virtually all of which were
repurchased from GNMA pools.

The review action is based on the fact that the collateral has
been underperforming and losses have been higher than expected.
Some of the unrated tranches have already experienced writedowns,
which in turn have reduced the credit enhancement levels for the
rated tranches that have a higher seniority.  In its review
Moody's will assess whether the ratings for the tranches on review
are consistent with the projected loss levels and the available
credit enhancement.

These are the rating actions:

   * CWMBS Reperforming Loan REMIC Trust

   * Under review for downgrade:

      -- Series 2004-R1, Class 1B-3, current rating Ba2, under
         review for possible downgrade;

      -- Series 2004-R1, Class 1B-4, current rating B2, under
         review for possible downgrade;

      -- Series 2004-R1, Class 2B-3, current rating Ba2, under
         review for possible downgrade;

      -- Series 2004-R1, Class 2B-4, current rating B2, under
         review for possible downgrade;

      -- Series 2004-R2, Class B-2, current rating Baa2, under
         review for possible downgrade;

      -- Series 2004-R2, Class B-3, current rating Ba2, under
         review for possible downgrade; and

      -- Series 2004-R2, Class B-4, current rating B2, under      
         review for possible downgrade.


DANA CORP: Wants Retiree Panel's Schedule Order Amendment Denied
----------------------------------------------------------------
Dana Corp. and its debtor-affiliates ask the Honorable Burton R.
Lifland of the U.S. Bankruptcy Court for the Southern District of
New York to deny the Official Committee of Non-Union Retirees'
request to amend the Section 1113/1114 Scheduling Order.

What the Retiree Committee truly seeks is to delay the resolution
of the Debtors' Section 1113/1114 Motion for a period of at least
two months, Corinne Ball, Esq., at Jones Day, in New York, argues.

Delaying the resolution of the Section 1113/1114 Process for at
least two months will seriously jeopardize the Debtors' ability
to complete their plan of reorganization and exit bankruptcy
within 2007, Ms. Ball contends.

According to Ms. Ball, the Debtors did not promise to provide the
2008 financial projections to the Retiree Committee and there are
no written agreements that will support the Retiree Committee's
allegation to that effect.

The financial projections for 2008 and beyond are not yet
complete, and will not likely be complete until March 2007 at the
earliest, Ms. Ball says.  "A multi-year financial plan will not
reveal some miraculous financial reversal sufficient to obviate
the Debtors' need for significant and permanent relief on their
labor and retiree costs," Ms. Ball adds

               IAMAW Agrees with Retiree Committee

The International Association of Machinists and Aerospace Workers
relates that like the Retiree Committee, it has not received the
Debtors' financial projections for 2008 and beyond.

The IAMAW agrees with the Retiree Committee that the 2008 and
beyond financial projections are necessary for it to evaluate the
Debtors' proposed retiree benefit elimination and the collective
bargaining agreement modification.

                          About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Wants to Terminate Non-Union Pension Benefits
--------------------------------------------------------
Dana Corp. and its debtor-affiliates seek authority from the
Honorable Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York to terminate, effective as of
April 1, 2007, unvested Non-Pension Retiree Benefits to their
Non-Union Retirees and Non-Union Active Employees.

The Debtors anticipate that termination of the Benefit Plans will
reduce the accumulated pension benefit obligations for both Non-
Union Retirees and Non-Union Active Employees by approximately
$404,000,000.

The Debtors currently offer non-pension retiree welfare benefits,
including hospital, medical, surgical, dental, prescription drug,
vision, hearing, and life insurance, to their non-union retirees.

In addition, non-union active employees hired on or before
December 31, 2003, may be entitled to benefits under one of the
Debtors' Non-Pension Retiree Benefit plans, provided that they
have satisfied all conditions for eligibility.

As of January 1, 2006, approximately 6,330 Non-Union Retirees
were receiving Non-Pension Retiree Benefits and approximately
7,674 Non-Union Active Employees would potentially be covered
under the Non-Pension Retiree Benefit plans, according to Corinne
Ball, Esq., at Jones Day, in New York.

During the same period, the Debtors accumulated post-retirement
benefit obligations of approximately $424,000,000 for Non-Union
Retirees and Non-Union Active Employees.  In 2006, the estimated
cash cost to the Debtors of their existing Non-Union Retirees was
approximately $37,900,000, Ms. Ball adds.

Ms. Ball informs the Court that the Non-Union Retirees are mostly
covered under one of three "master" plans -- The "Brown Book,"
the "Blue Book" and the "Retiree Flex."

   1. The Brown Book refers to the benefit plan that covers Non-
      Union Retirees who retired on or after 1980 but before
      1983.

   2. The Blue Book refers to the benefit plan that covers Non-
      Union Retirees who retired between 1983 and 1987.

   3. The Retiree Flex Plan refers to the benefit plan that
      covers Non-Union Retirees who retired between 1988 and
      1992.  Non-Union Retirees who retired between 1988 and 1991
      were responsible for 10% of the cost associated with that
      benefit plan.  Non-Union Retirees who retired in 1992 were
      given the option of:

         -- paying 10% of the cost associated with that plan; or

         -- utilizing the Debtors' newly announced methodology
            for determining the amount of retiree healthcare
            premium to be paid by the retiree based on years of
            service and age at retirement.

      Non-Union Retirees retiring after January 1, 1992, are
      covered under either of the 1995 Retiree Flex Plan or the
      2001 Retiree Flex Plan.

A small number of Non-Union Retirees, Ms. Ball continues, remain
covered under benefit plans specific to a facility or a division:

   1. Approximately 85 Non-Union Retirees formerly affiliated
      with the Debtors' Warner Electric Facility receive
      Non-Pension Retiree Benefits under either the 1998 Products
      and Electrical Motors & Controls Divisions Plan or the 1999
      Warner Post-Medicare Plan.

   2. Approximately 529 Non-Union Retirees formerly affiliated
      with the Debtors' Superior Electric facility receive Non-
      Pension Retiree Benefits under either a "flexible" benefit
      plan for retirees aged below 65 years, or plans "A" or "B"
      for retirees over the age of 65.

   3. Approximately 283 Non-Union Retirees formerly affiliated
      with one of the Debtors' automotive aftermarket locations
      currently receive Non-Pension Retiree Benefits under one of
      five benefits plans -- three of the plans pertain to
      pre-Medicare retirees and two pertain to post-Medicare
      retirees.  The plans cover specific divisions or locations
      within the Dana Automotive Aftermarket Group:

         (i) The Dana Automotive Aftermarket Group Quarter
             Century Club Post-Medicare Retiree Health Plan SPD;
             and

        (ii) The Dana Automotive Aftermarket Group Pre-Medicare
             Retiree Health Plan SPD.

   4. Approximately 257 Non-Union Retirees formerly affiliated
      with the Debtors' Wix Filtrator products division receive
      Non-Pension Retiree Benefits under the Wix retiree benefits
      plan for Wix salaried retirees.

A list of the Non-Pension Retiree Benefit Plans is available for
free at http://bankrupt.com/misc/dana_nonpensionbenefits.pdf

Ms. Ball contends that to the extent current Non-Union Retirees
and Non-Union Active Employees have any rights to non-pension
retirement benefits, those rights exist solely as a matter of
contract.  "The Employee Retirement Income Security Act of 1974,
as amended, 29 U.S.C. S 1001 et seq. deliberately provides no
protection for such rights," Ms. Ball says.

The Debtors point out that none of their Non-Pension Retiree
Benefit Plans contain "clear and express" language purporting to
vest retiree welfare benefits.  Thus, Ms. Ball concludes, under
applicable contract and non- bankruptcy law, the Non-Pension
Retiree Benefits are not vested and the Benefit Plans can be
terminated immediately with the aim of reducing significantly the
Debtors' current and future cash expenditures for Non-Pension
Retiree Benefits to Non-Union Retirees and Active Employees.

Termination of unvested benefits does not require approval under
the procedures of Section 1114 of the Bankruptcy Code because
neither the language of nor legislative history to Section 1114
evidence any intent by Congress to create or enhance the rights
of retirees beyond what they would possess outside of bankruptcy,
Ms. Ball maintains.  This conclusion is supported by published
decisions of the Second Circuit, Ms. Ball adds.

                          About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Discloses Proposed Section 1113/1114 Modifications
-------------------------------------------------------------
Dana Corp. and its debtor-affiliates through their Section
1113/1114 Motion, proposed to undertake wage cuts and
modifications and eliminations of their union workers' benefits,
the TCR reported.

The proposed Section 1113/1114 modifications include:

   (a) Reduction of hourly wage rates currently paid to Union
       employees working at the Debtors' Auburn Hills, Michigan;
       Fort Wayne, Indiana; Lima, Ohio; Marion, Ohio; and
       Pottstown, Virginia facilities;

   (b) Creation of a two-tier wage rate structure at the Debtors'
       Union plants, which will classify current employees as
       Tier 1 employees and new hires under Tier 2 employees.
       Tier 1 employees will be paid approximately $16 per hour,
       while Tier 2 employees will be paid $13 per hour after
       three years of employment.  During the next three years of
       employment, Tier 2 Employees would earn 85% to 95% of the
       $13 wage;

   (c) Modification of overtime wage structure present in many
       CBAs and modification of work rules at certain facilities,
       including the implementation of standardized vacation
       benefits and holiday schedules, and elimination of prior
       policy of providing paid personal time-offs, tuition
       reimbursement, service award, and attendance bonus
       programs;

   (d) Elimination of lump-sum bonuses, wage improvements and
       COLA payments paid at certain facilities and wage
       re-opener provisions contained in the CBAs governing
       several plants;

   (e) Termination of the Debtors' existing long-term disability
       insurance program effective as of July 1, 2007;

   (f) Reduction of benefits for short-term disability offered to
       active Union employees effective January 1, 2007, and
       life/accidental death and disability insurance benefits;

   (g) Freezing of the accumulation of all future pension
       credited service under the Debtors' various pension
       benefit programs effective 2007;

   (h) Offering of a defined contribution 401(k) plan for any
       active Union employees not already covered under the
       Debtors' SavingsWorks/SavingsPlus programs;

   (i) Migrating active Union employees who are not previously
       participants of the HealthWorks health care program to the
       HealthWorks 2007 program starting Jan. 1, 2007.

                            Objections

These entities ask the Court to deny the Debtors' Section
1113/1114 Motion:

   1. The Official Committee of Non-Union Retirees,

   2. The International Association of Machinists and Aerospace
      Workers, and

   3. The International Union, United Automobile, Aerospace and
      Agricultural Implement Workers of America; and the United
      Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
      Allied Industrial and Service Workers International Union.

The Unions tell the Court that the Debtors have not provided them
relevant information necessary for them to evaluate the proposed
rejections.  Also, the Debtors did not meet with any of the
Unions to negotiate the proposed changes before filing the
Section 1113/1114 Motion, the Unions assert.

Representing the UAW and USW, Babette A. Ceccotti, Esq., at
Cohen, Weiss and Simon, LLP, in New York, asserts that the
Debtors' attack on the CBAs and retiree benefits undermines the
most fundamental premise of Sections 1113 and 1114 of the
Bankruptcy Code -- to halt the use of the "bankruptcy law as an
offensive weapon in labor relations."

Ms. Ceccotti adds that the statutes were designed to ensure that
"covered employees do not bear either the entire financial burden
of making the reorganization work or disproportionate share of
that burden, but only their fair and equitable share of the
necessary sacrifices."

The UAW and USW point out that the Debtors did not provide any
evidence that the proposed reduced wages and modifications would
be in line with those of their competitors in the auto parts
industry.

The IAMAW contends that proceedings under Sections 1113 and 1114
do not apply to three of the labor agreements the Debtors propose
to reject.  IAMAW's counsel, Marianne Goldstein Robbins, Esq., at
Previant, Goldberg, Uelman, Gratz, Miller & Brueggeman, S.C., in
Milwaukee, Wisconsin, maintains that the Debtors' labor
agreements with IAMAW in the Robinson, Illinois; the Manchester,
Missouri; and the Churubusco, Indiana facilities are postpetition
executory contracts under Section 365 of the Bankruptcy Code, not
Section 1113.

Since most of the Debtors' labor agreements will be assumed by
another entity pursuant to their divestiture plans, the Unions
contend that the Debtors will realize no cost savings in
rejecting the bargaining units.

The Debtors' remaining contractual responsibilities with respect
to IAMAW is the bargaining unit in Robinson, Illinois, and the
pre-May 6, 2002, retirees from Churubusco, Indiana, who are not
covered by the terms of the Engine Products Business sale, Ms.
Robbins notes.  The Debtors' remaining obligation to IAM-
represented employees and retirees are modest, hence, there is no
need for them to reject the agreements, Ms. Robbins says.

The Retiree Committee filed its objection to the Section
1113/1114 Motion under seal.

                          About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DAVITA INC: Completes $400 Million Senior Notes Offering
--------------------------------------------------------
DaVita Inc. has completed the offering of $400 million aggregate
principal amount of senior notes due in 2013.

The company said that the senior notes are part of the same series
of debt securities as the $500 million aggregate principal amount
of 6-5/8% senior notes that were issued in March 2005.

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

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

                          *      *      *

As reported in the Troubled Company Reporter on Feb. 15, 2007,
Fitch Ratings assigned a 'B' rating to DaVita Inc.'s $400 million
6.625% senior unsecured notes due 2013.


DELPHI CORP: Court Okays Ivins Phillips as Special Tax Counsel
--------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Delphi Corporation and
its debtor-affiliates to employ Ivins, Phillips & Barker as their
special pension benefits tax counsel, nunc pro tunc to Nov. 1,
2006.

Since November 2005, the Debtors employed IPB as an ordinary
course professional pursuant to the Ordinary Course Professionals
Order.  It is apparent, however, that IPB will exceed the fee cap
established in the OCP Order, John D. Sheehan, vice president and
chief restructuring officer of Delphi Corporation, informs the
Court.

Pursuant to the OCP Order, if IPB is to continue rendering the
services that it had been engaged by the Debtors to perform, the
Debtors must formally retain IPB, Mr. Sheehan noted.

Mr. Sheehan related that IPB is especially attuned to the unique
employee benefits issues that arise in the Debtors' industry.
Accordingly, the Debtors believed that IPB is well qualified to
serve as special pension benefits tax counsel in their Chapter 11
cases in an efficient and effective manner.

The Debtors believed that the continued employment of IPB would
enhance, and will not duplicate, the employment of any of the
other professionals they have retained.

As the Debtors' tax counsel, IBP will render legal advice and
services to:

   -- the Debtors' employment, compensation, and employment
      benefit plans and arrangements;

   -- the Debtors' corporate, employee benefits, and employment
      tax matters; and

   -- the Debtors' representation before federal agencies,
      Congress and the courts.

The Debtors will pay IPB based on the firm's hourly rates:

      Category                                 Hourly Rate
      --------                                 -----------
      Lawyers                                  $725 - $200
      Paralegals & other paraprofessionals         $200

William L. Sollee, Jr., Esq., a shareholder of Ivins Philipps,
assured the Court that the firm and its attorneys are
"disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code.

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Corporation Bankruptcy News,
Issue No. 57 & 59; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Posts $5.5 Bil. Net Loss in 2006; Losses to Continue
-----------------------------------------------------------------
Delphi Corp. reported that its revenues for the fourth quarter of
2006 totaled $6.4 billion, down from $6.8 billion in the same
period last year.

Non-GM revenue for the quarter was $3.7 billion, essentially the
same as in the fourth quarter of 2005, representing 57% of fourth
quarter 2006 revenues.

The company's incurred an $853 million in the fourth quarter of
2006 compared to an $828 million net loss in the fourth quarter of
2005.  Included in the 2006 fourth quarter net loss were
$200 million non-cash impairment charges related to long-lived
assets.  For the fourth quarter of the prior year, $589 million of
non-cash impairment charges was included and related to long-lived
assets, goodwill and intangible assets.

The company's fourth quarter net loss was $853,000,000, compared
to Q4 2005 net loss of $828,000,000.  Included in the Q4 2006 net
loss were $200,000,000 non-cash impairment charges related to
long-lived assets.  Included in the Q4 2005 net loss was
$589,000,000 of non-cash impairment charges related to long-lived
assets, goodwill and intangible assets.

Delphi reported a net loss of $5.5 billion for 2006, which
includes $3 billion of charges related to the attrition of more
than 20,000 traditional employees through its U.S. hourly special
attrition programs.

According to Robert Dellinger, Delphi Corp.'s chief financial
officer, "Excluding those charges, Delphi's 2006 net loss was
approximately the same as the 2005 net loss of $2.4 billion.  With
that said, our losses are likely to continue until we completely
and successfully address our high U.S. cost structure and complete
all aspects of our transformation plan.  Delphi's losses in 2006
were concentrated in the U.S. as we continued to see lower
volumes, partially reflecting market share losses by GM, and
commodity price increases, in addition to the charges associated
with implementing our U.S. hourly attrition plans."

Revenues in 2006 totaled $26.4 billion, down from $26.9 billion in
2005.  Non-GM revenue in 2006 reached $14.8 billion, up 5% from
$14.1 billion in CY 2005, up 4% excluding the effects of foreign
exchange rates.  For the year, 56% of revenues came from customers
other than GM.  In 2006, revenues from GM declined $1.2 billion or
10% year-over-year.

Cash flow from operations for the year was $43 million, down from
$154 million in CY 2005.

At year-end 2006, Delphi had $1.7 billion of cash and cash
equivalents and $1.7 billion of debt capacity under the recently
refinanced DIP credit facility.

In 2006, Delphi contributed $243 million to its U.S. pension
plans, representing the portion of the pension contribution
attributable to services rendered by employees in the plan year
ended Sept. 30, 2006.  Delphi's U.S. under-funded pension plan
status as of Dec. 31, 2006 was $4.2 billion.

Delphi's year-end 2006 OPEB obligation was $9.1 billion.

"Despite a difficult 2006 calendar year with significant losses
stemming from the challenges we are experiencing in our U.S.
operations, we remain clearly focused on two key elements to
ensure Delphi's long term success," said Rodney O'Neal, Delphi
Corp. chief executive officer and president.  "First is meeting
our customers' expectations with respect to innovation, quality,
delivery and value.  Second is transforming Delphi and emerging
from Chapter 11 as a strong, competitive, global company."

"With our customers, we continue to execute, as evidenced by our
strong operating performance -- a true testament to our employees'
dedication to operational excellence and to our customers.  As a
result, we were awarded a very solid and diverse portfolio of new
business bookings.  And with our business reorganization, the
hourly attrition programs negotiated with several of our labor
unions and General Motors Corp. were an important step in our
ongoing transformation.  We are fully committed to addressing the
remaining uncompetitive issues within our U.S. operations, and the
challenges associated with completing our transformation and
emerging from Chapter 11 business reorganization."

A full-text copy of Delphi's Form 10-K report for the fourth
quarter and year ended Dec. 31, 2006, filed with the Securities
and Exchange Commission is available for free at:

          http://ResearchArchives.com/t/s?1a7a

                     About Delphi Corporation

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 CORP: Talks with IUE-CWA Reaches Impasse
-----------------------------------------------
The International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers-Communications Workers of America
began intensive meetings with Delphi Corp., the Plan Investors,
and General Motors Corp. on Feb. 12, 2007, in an attempt to reach
local and national agreements at the auto parts manufacturer.

The negotiations, however, have not yielded meaningful results
for the Union, Raymond L. Smith of Tribune Chronicle reports.

"The company has failed to propose meaningful language to address
the long-term concerns of our members," Willie Thorpe, chairman
of the IUE-CWA Automotive Conference Board, said in a memo to
IUE-CWA members.  "They have fallen short on all aspects of the
proposed agreement.

"We are prepared to resume talks when Delphi, GM, and the investor
group indicate their willingness to address the concerns of our
workers," Mr. Thorpe continued.

Delphi Corp. spokesperson Lindsey Williams, on the other hand,
related to Tribune Chronicle that he is unaware of any
postponements in Delphi's negotiations with the IUE-CWA.

The union negotiations are expect to resume soon, according to
Mr. Smith.

Delphi and the Plan Investors, including Appaloosa Management LP
and Cerberus Capital Management LP, have agreed that the Equity
Purchase and Commitment Agreement may be terminated on or before
Feb. 28, 2007, if the Debtors have not reached agreements
with its labor unions and GM by Jan. 31, 2007.

According to IUE-CWA Local 717 Chairman Mike O'Donnell, the Local
was not consulted about the deadline.  "I do not expect national
negotiations to be completed at that time.  The company wants
wage and benefit cuts, but it is not willing to make any job
guarantees nor is it willing to make commitment to any of its
communities," Mr. O'Donnell told the newspaper.

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


DELPHI CORP: Amends Equity Purchase Agreement with Plan Investors
-----------------------------------------------------------------
Delphi Corporation has entered into an amendment to the Equity
Purchase and Commitment Agreement dated Jan. 18, 2007, with its
Plan Investors -- affiliates of Cerberus Capital Management, L.P.,
Appaloosa Management L.P., and Harbinger Capital Partners Master
Fund I, Ltd., as well as with Merrill Lynch & Co. and UBS
Securities LLC.  The EPCA amendment granted an extension of the
date by which the company, the affiliate of Cerberus or the
affiliate of Appaloosa have the right to terminate the agreement
on account of not having completed tentative labor agreements with
Delphi's principal U.S. labor unions and a consensual settlement
of legacy issues with General Motors Corporation.

The amendment provides that the day-to-day right to terminate will
continue beyond Feb. 28, 2007 through a future date to be
established pursuant to a 14-day notice mechanism in the
amendment.  Delphi, the affiliate of Cerberus and the affiliate of
Appaloosa agreed not to exercise such termination right before
March 15, 2007.  The amendment also extends the deadline to make
certain regulatory filings under the federal antitrust laws in
connection with the framework transaction.

A full-text copy of the EPCA Amendment is available for free at
http://ResearchArchives.com/t/s?1a90

Headquartered in Troy, Michigan, 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.


DEVELOPERS DIVERSIFIED: Closes $6.2 Bil. Inland Retail Acquisition
------------------------------------------------------------------
Developers Diversified has completed its acquisition of Inland
Retail Real Estate Trust, Inc.

The transaction has a total value of approximately $6.2 billion,
which, according to the National Association of Real Estate
Investment Trusts and Thomson Financial, represents the second
largest retail REIT acquisition closed to date.

The IRRETI acquisition increases Developers Diversified's
franchise value and total GLA by 38%.  Developers Diversified now
owns and manages 162 million square feet, comprising 800 retail
operating and development properties in 45 states, plus Puerto
Rico and Brazil.

The IRRETI portfolio, which totals 44.2 million square feet, is
largely comprised of market-dominant community shopping centers.
The addition of these properties enhances Developers Diversified's
existing position as the industry leader in this asset class and
enhances the Company's relationship with the nation's most
successful retailers.  The portfolio also includes other shopping
center formats, such as neighborhood centers, lifestyle and hybrid
centers, and single tenant/net leased properties, which expand
Developers Diversified's existing operations within these asset
classes.

Scott A. Wolstein, Developers Diversified's chairman and chief
executive officer, commented, "This is an exciting transaction
that creates opportunities to increase shareholder value in many
areas.  While we will recognize the obvious benefits of a broader
national platform to our leasing relationships and asset
management functions, we will also exercise capital discipline to
improve portfolio quality through joint venture and asset sales."

"As a result of these transactions," Mr. Wolstein continued, "our
portfolio will reflect a greater proportion of dominant centers in
markets where population density, income growth and buying power
is projected to substantially increase over time and where we can
leverage our dominant position in these growing markets to drive
rental growth."

Daniel B. Hurwitz, Developers Diversified's senior executive vice
president and chief investment officer, added, "We are pleased
with the preliminary opportunities identified to increase
profitability and value within this portfolio.  These initiatives
will include redevelopment, expansion and re-leasing projects,
roll-out of our ancillary income program, and a variety of
property management initiatives."

In conjunction with the IRRETI acquisition closing, Developers
Diversified completed these capital transactions as part of its
initial financing of the transaction:

   -- Closed the Company's previously announced joint venture
      with TIAA-CREF with 66 community centers, representing an
      aggregate value of approximately $3.0 billion.
    
   -- Issued approximately 5.7 million Developers Diversified
      common shares to IRRETI shareholders at $69.543 per share.
    
   -- Settled the forward sale agreement under which the Company
      sold 11.6 million of its common shares, aggregating
      proceeds of approximately $750 million, in December 2006.
    
   -- Closed a $750 million unsecured bridge financing at LIBOR
      plus 75 basis points.  The six-month facility has a
      three-month extension option.
    
   -- Issued $500 million of preferred operating partnership
      units at an initial rate of LIBOR plus 75 basis points.
    
   -- Expanded its existing secured credit facility by $150
      million to $550 million and extended its maturity by four
      years to February 2011.

   -- Borrowed additional funds under existing senior unsecured
      revolving credit facilities.

The Company expects to repay some of the financings with proceeds
from asset sales and the formation of new joint venture(s).
M3 Capital Partners LLC, formerly Macquarie Capital Partners,
acted as Developers Diversified's exclusive financial advisor in
the transaction.

                   About Developers Diversified

Developers Diversified (NYSE: DDR) -- http://www.ddr.com/-- is a  
self-administered and self-managed real estate investment trust
operating as a fully integrated real estate company, which
acquires, develops and leases shopping centers.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings affirmed Developers Diversified Realty Corporation's
BB+ preferred stock rating.


DIXIE GROUP: Earns $3.3 Million in Fourth Quarter 2006
------------------------------------------------------
For the fourth quarter of 2006, The Dixie Group Inc.'s net income
increased to $3,306,000 from $3,132,000 in the fourth quarter of
2005, while income from continuing operations was $3,234,000
compared with income from continuing operations of $3,254,000 for
the fourth quarter of 2005.  Sales for the fourth quarter of 2006
were $80,275,000, down 8.5% from sales of $87,759,000 in the year-
earlier quarter.

For the year ended Dec. 30, 2006, income from continuing
operations was $9,767,000 compared with income from continuing
operations of $9,963,000 for the year-ended Dec. 31, 2005.  Sales
for 2006 were $331,100,000, up 3.9% from sales of $318,526,000 in
the prior year.

Dixie Group's balance sheet at Dec. 30, 2006, showed total assets
of $277,674,000, total liabilities of $141,996,000, and total
stockholders' equity of $135,678,000.

Commenting on the results, Daniel K. Frierson, the company's
chairman and chief executive officer, said, "Our sales were
negatively affected by weakness in the carpet industry and one
less operating week in the 2006 periods compared with those in the
prior year.  Adjusted for the extra operating week in 2005, fourth
quarter 2006 sales of carpet products declined 1.2% in dollars and
4.8% in units.  For the full-year 2006, carpet sales, adjusted for
the extra week, rose 6.7% in dollars and 7.9% in units.  Despite
the weakness we are experiencing in our business, our carpet sales
continued to outpace the industry's sales by a significant margin.  
During the fourth quarter industry sales declined 7.7% in dollars
and 10.1% in units.  For the full-year 2006, industry-wide sales
were down 0.6% in dollars and 6.5% in units."  

"The progress we made in improving the quality of our products and
the efficiency of our manufacturing operations is reflected in our
fourth quarter results.  Despite sales weakness and costs related
to the start-up of our modular/carpet tile operation, gross
margins, as a percent of sales, were the highest they have been
since the second quarter of 2005.  Control of discretionary
spending reduced selling and administrative expenses, both in
dollars and as a percentage of sales, compared with the fourth
quarter and full year 2005."   

"Carpet sales in the first eight weeks of 2007 were approximately
4% below year-earlier levels.  Our sales were very soft in
January, but sales in February were ahead of the same period in
the prior year.  We expect new product introductions to drive
sales growth in 2007 and beyond.  Sales of the modular/carpet tile
products we introduced last year are building and now are expected
to be approximately $1.0 million in the first quarter of this
year.  On the residential side of our business, Dixie Home is
introducing its new Dixie Home and Office collection of
Stainmaster(R) commercial products that will be sold through
retail stores.  Masland and Fabrica both are introducing wool
collections later this year.  Sales comparisons in the first
quarter of this year will be difficult due to the general weakness
the carpet industry is experiencing.  The trends we are seeing,
however, lead us to believe that our revenue will grow for the
full-year 2007, and we expect our sales to continue to outperform
the carpet industry.  At this time, it is difficult to predict the
rate at which our sales will grow," Frierson concluded.  

Results of discontinued operations reflected income of $72,000 for
the fourth quarter of 2006, compared with a loss of $122,000 for
the fourth quarter of 2005.  For 2006 as a whole, the loss from
discontinued operations was $2,064,000 compared with income of
$173,000 in the year-earlier period.  The loss from discontinued
operations in 2006 was primarily related to settlement expenses
for a legacy defined benefit pension plan that was terminated in
June of 2006.  Including discontinued operations, the company
reported net income of $3,306,000 for the fourth quarter of 2006,
compared with net income of $3,132,000 for the fourth quarter of
2005.  For 2006, net income was $7,703,000 compared with net
income of $10,136,000 in 2005.

                    About The Dixie Group Inc.

The Dixie Group Inc. (NASDAQ:DXYN) -- http://thedixiegroup.com/--   
sells and makes carpets and rugs to higher-end residential and
commercial customers through the Fabrica International, Masland
Carpets, and Dixie Home brands.

                          *     *     *

Dixie Group's subordinated debt and probability of default carry
Moody's B3 and B1 ratings respectively, while its long-term
foreign and local corporate credits carry Standard & Poor's B+
rating.


DLJ COMMERCIAL: Moody's Junks Rating on $9 Mil. Class B-6 Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of two classes and affirmed the ratings of
six classes of DLJ Commercial Mortgage Trust 2000-CKP1, Commercial
Mortgage Pass-Through Certificates, Series 2000-CKP1 as:


   -- Class A-1B, $740,917,118, Fixed, affirmed at Aaa
   -- Class S, Notional, affirmed at Aaa
   -- Class A-2, $51,596,000, Fixed, affirmed at Aaa
   -- Class A-3, $58,047,000, Fixed, affirmed at Aaa
   -- Class A-4, $16,124,000, Fixed, affirmed at Aaa
   -- Class B-1, $16,124,000, Fixed, upgraded to A1 from A2
   -- Class B-2, $25,798,000, Fixed, upgraded to Baa1 from Ba1
   -- Class B-3, $12,899,000, Fixed, upgraded to Ba1 from Ba2
   -- Class B-5, $17,736,000, Fixed, downgraded to Caa3 from Caa2
   -- Class B-6, $9,674,000, Fixed, downgraded to Ca from Caa3
   -- Class B-7, $6,683,482, Fixed, affirmed at C

As of the Feb. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 23.3%
to $1.0 billion from $1.3 billion at securitization.  The
Certificates are collateralized by 196 mortgage loans ranging in
size from less than 1.0% to 8.4% of the pool with the top 10 loans
representing 35.4% of the pool.  Thirty-eight loans, representing
28.1% of the pool, have defeased and are collateralized by U.S.
Government securities.  The pool consists of one shadow rated
loan, representing 8.4% of the pool, and a conduit component,
representing 63.5% of the pool.  Twenty-two loans have been
liquidated from the pool resulting in aggregate realized losses of
approximately $41.7 million.  Two loans, representing 0.6% of the
pool, are in special servicing.  Moody's projects aggregate losses
of approximately $635,000 for the specially serviced loans.  
Forty-seven loans, representing 16.0% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full-year 2005 operating results for
99.4% of the performing loans and partial-year 2006 for 98.7% of
the performing loans.  Moody's loan to value ratio for the conduit
component, excluding the defeased loans, is 84.7%, compared to
85.1% at Moody's last full review in December 2005 and compared to
84.6% at securitization.

Moody's is upgrading Classes B-1, B-2 and B-3 due to a large
percentage of defeasance, the improved performance of the shadow
rated loan and increased subordination levels.  Moody' is
downgrading Classes B-5 and B-6 due to realized and anticipated
losses from the specially serviced loans and LTV dispersion.  
Based on Moody's analysis, approximately 19.7% of the pool has a
Moody's LTV in excess of 100.0%, compared to 0.2% at
securitization.  Classes A-3, A-4 and B-1 were upgraded on
Dec. 8, 2006 based on a Q tool based portfolio review

The shadow rated loan is the 437 Madison Avenue Loan of
$83.0 million (8.4%), which is secured by a leasehold interest in
an 829,000 square foot office building located in Plaza District
of midtown Manhattan.  As of September 2006 the property was
100.0% leased, compared to 99.0% at last review and compared to
100.0% at securitization.  The largest tenant is Omnicom Group
Inc., which occupies 41.4% of the premises through December 2010.
There is a ground lease, which expires in December 2040, and
provides for a fixed annual payment of $1.0 million.  There are
two renewal options which extend the ground lease through December
2070.  Moody's current shadow rating is Aaa, compared to A2 at
last review and compared to Baa1 at securitization.

The top three non-defeased conduit loans represent 11.2% of the
outstanding pool balance.  The largest non-defeased conduit loan
is the Valencia Marketplace Power Center Loan of $47.15 million
(4.8%), which is secured by a 530,000 square foot power center
located in Valencia, California.  The property is 100.0% leased,
the same as at last review.  The largest tenants are Wal-Mart
(28.3% GLA; lease expiration October 2016; Moody's senior
unsecured rating Aa2 - stable outlook) and Toys 'R' US (8.5% GLA;
lease expiration January 2022; Moody's LT corporate family rating
B2 - negative outlook).  Moody's LTV is 76.1%, compared to 85.1%
at last review and compared to 88.6% at securitization.

The second largest non-defeased conduit loan is the McCandless
Towers II Loan of $35.0 million (3.5%), which is secured by a
214,000 square foot office building located in Santa Clara,
California.  The property is 100.0% master leased to IBM Informix
and subleased to McAfee Inc.  The master lease expires in March
2013, approximately 2.5 years after the loan's maturity date of
July 2010.  According to Torto Wheaton Research's 4th quarter 2006
market data, net asking rents for this submarket are $15.20 per
square foot, compared to contract rents of $26.64 per square foot
at the subject.  Moody's LTV is 80.4% compared to 80.5% at last
review and compared to 77.4% at securitization.

The third largest non-defeased conduit loan is the Metroplex Loan
of $26.1 million (2.6%), which is secured by a 389,000 square foot
office building with a seven-story parking garage (850 spaces)
located in the Mid-Wilshire submarket of Los Angeles, California.
The building was constructed in 1956 and renovated in 1990.  The
major tenant is the City of Los Angeles which leases 28.0% of the
net rentable area through December 2011.  As of September 2006 the
property was 91.7% leased, compared to 99.0% at year-end 2005 and
compared to 94.0% at securitization.  Moody's LTV is 49.1%,
compared to 50.6% at last review and compared to 81.0% at
securitization.

The pool's collateral is a mix of U.S. Government securities
(28.1%), office (24.7%), retail (24.5%), multifamily and
manufactured housing (14.6%), lodging (3.3%), industrial and self
storage (3.0%) and healthcare (1.8%).  The collateral properties
are located in 40 states and Washington, D.C.  The highest state
concentrations are California (23.3%), New York (15.0%), Texas
(10.5%), Michigan (4.2%) and Arizona (4.1%). All of the loans are
fixed rate.


DOBSON COMMS: Good Performance Cues Moody's Ratings' Upgrade
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to American
Cellular Corporation's new $850 million senior secured bank
facility and a B3 rating to its new $425 million senior unsecured
notes issue.  

At the same time, Moody's upgraded the corporate family and
probability of default rating of ACC's parent, Dobson
Communications Corporation to B2 from B3 while raising its
speculative grade liquidity rating to SGL-1 from SGL-2.  

Also, Moody's upgraded and changed the various instrument ratings
of Dobson and its subsidiary, Dobson Cellular Systems, Inc., as
detailed below.  Finally, Moody's said it would withdraw the
existing instrument ratings of ACC once the proposed debt issues
are complete and existing facilities are repaid.

The outlook for all ratings is stable.

Ratings Assigned:

   * American Cellular Corporation

      -- $850 million senior secured bank facility at Ba2, LGD 2,   
         20%

      -- $75 million revolving facility due 2012

      -- $700 million term facility due 2014

      -- $75 million delayed draw term facility due 2014

      -- $425 million senior unsecured notes due 2015 at B3,
         LGD5, 70%

Ratings Upgraded:

   * Dobson Communications Corporation

      -- Corporate family rating to B2 from B3

      -- Probability of default rating to B2 from B3

      -- Senior unsecured notes to Caa1, LGD5, 89% from Caa2,
         LGD5, 89%

      -- $150 million senior floating rate notes due 2012

      -- $160 million senior convertible debentures due 2025

      -- $420 million 8 7/8% senior notes due 2013

      -- Speculative Grade Liquidity Rating to SGL-1 from SGL-2

   * Dobson Cellular Systems, Inc.

      -- $75 million senior secured revolving facility to Ba2,
         LGD1, 0% from Ba3, LGD1, 0%

      -- First priority senior secured notes to Ba2, LGD2, 20%
         from Ba3 LGD 1, 9%

      -- $250 million 8 3/8% due 2011

      -- $250 million series B 8 3/8% due 2011

Ratings Lowered:

   * Dobson Cellular Systems, Inc.

      -- $325 million second priority secured notes to B2 LGD4,
         54% from B1 LGD2, 29%

Ratings to be Withdrawn (after proposed debt issues close):

   * American Cellular Corporation

      -- $250 million senior secured bank facility, currently Ba3,
         LGD1, 9%

      -- $900 million senior unsecured notes, currently B3, LGD4,
         58%

The upgrade to Dobson's corporate family rating to B2 reflects the
company's relatively strong operating performance in 2006 and
Moody's expectation that this momentum is likely to be sustained
over the next couple of years, producing modest free cash flow
growth and reducing adjusted leverage to under 5.5x by the end of
2008.

Dobson's B2 corporate family rating reflects its relatively small
scale as a rural and suburban cellular operator, competing against
better capitalized national competitors, which Moody's believes
may continue to reduce Dobson's current estimated market share of
roughly 20% over time.  As well, the rating considers the
company's meaningful dependence on its contractual roaming
agreement with AT&T Mobility and the risk that this relationship
may not continue indefinitely.  

Finally, the rating incorporates Moody's expectation that Dobson
is likely to continue to realize benefits from its recent network
conversion to GSM from TDMA over the next couple of years,
including sustained subscriber growth and ARPU remaining at least
stable.

The stable outlook reflects Moody's opinion that Dobson is likely
to grow its operating profits and free cash flow modestly over the
next couple of years, but that absolute debt balances are unlikely
to reduce meaningfully over this horizon.

The upgrade to Dobson's speculative grade liquidity rating to
SGL-1 from SGL-2 reflects the improved liquidity position at
Dobson's subsidiary, American Cellular Corporation following that
company's plan to refinance all of its debt obligations.  

As well, the upgrade reflects Moody's improved confidence in the
company's ability to grow its consolidated free cash flow over the
next year, following the relatively strong operating results
recorded in 2006 and reduction to consolidated interest expense
arising from ACC's debt refinancing.  The SGL-1 rating is
supported by initial consolidated liquidity of roughly
$350 million, good covenant headroom, no meaningful near term debt
repayment obligations and Moody's expectation that Dobson may
produce almost $100 million of free cash flow over the next year.

Moody's notes that ACC's planned debt issues will not benefit from
any guarantees from either Dobson or DCS and ACC provides no
similar support itself.  Nonetheless, Moody's focuses on the
consolidated operations of Dobson when assigning the company's
corporate family rating as the potential exisits, in Moody's
opinion, for the two operating companies to eventually be
combined.  The meanginful increase in consolidated senior secured
debt arising from ACC's debt transaction has resulted in the
lowering of DCS' 2nd lien senior secured rating.


DOUBLECLICK INC: Good Performance Cues S&P's Developing Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Internet
advertising services provider DoubleClick Inc. to developing from
negative.  At the same time, Standard & Poor's affirmed its 'B'
corporate credit rating on the company.  A developing outlook
indicates that both positive and negative influences on the
company could lead to a change in the rating.

"We revised the outlook based on DoubleClick's improving business
performance and recent repayment of all outstanding debt," said
Standard & Poor's credit analyst Andy Liu.

"However, we are also concerned that its private-equity owner
could pursue debt-financed special dividends or other
return-enhancing moves that releverage it."

DoubleClick funded debt repayment with proceeds from the sale of
its Abacus division to Alliance Data Systems Corp. for about
$435 million in cash.

DoubleClick provides tools and services for the planning,
execution, and analysis of online advertising campaigns.

The rating on DoubleClick reflects continuing pricing pressure
faced by its advertising management services, evolving technology
risk, and the highly competitive and fragmented online marketing
services market.  These factors are only partially offset by the
company's leading share in several Internet ad-serving niches and
its large suite of product offerings.


DURA AUTOMOTIVE: Wants Exclusive Plan-Filing Period Extended
------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods:

   (i) to propose and file a plan of reorganization through and
       including May 23, 2007; and

  (ii) solicit acceptances of that plan through and including
       July 23, 2007.

The Court will convene a hearing on March 21, 2007, at
10:00 a.m., to consider the Debtors' request.  By application of
Rule 9006-2 of the Local Rules of Bankruptcy Practice and
Procedures of the United States Bankruptcy Court for the District
of Delaware, the Debtors' exclusive periods are automatically
extended until the conclusion of that hearing.

Section 1121(b) of the Bankruptcy Code provides a debtor the
exclusive right to file a plan of reorganization for an initial
period of 120 days after the commencement of its Chapter 11 case.  
Section 1121(c)(3) provides that if a debtor files a plan of
reorganization within the 120-day initial period, a debtor has
180 days after the commencement of the Chapter 11 case within
which to solicit and obtain acceptances of its plan, at which
time competing plans may not be filed by any party-in-interest.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that much has been accomplished
to rehabilitate the Debtor, not only in the first 120 days of
their Chapter 11 cases, but also in the months leading up to the
Petition Date.  Specifically, the Debtors have:

    -- ensured a smooth entry into Chapter 11 against a backdrop
       of continued deterioration in their domestic automotive
       industry;

    -- minimized the impact of the Chapter 11 on Dura Automotive
       Systems, Inc.'s non-debtor affiliates, ensuring that
       adequate liquidity is available as and when needed;

    -- engaged management in implementing their operational
       restructuring through the transfer of business from high
       to low-cost locations;

    -- conducted, with their advisors, a bottom-up analysis of
       their business on a location-by-location and part-by-part
       basis, and are now developing a transformational business
       plan based upon those analyses to reflect the changes in
       the automotive sector;

    -- augmented senior management to provide further support
       for their operational and financial restructuring;

    -- commenced negotiations with major customers, giving them
       reasons to return business to the Debtors;

    -- made significant progress in analyzing a potential
       avoidance action against the Second Lien Lenders based
       upon certain lien perfections issues, and assessing the
       potential impact of the litigation on the contours of a
       consensual plan;

    -- exchanged, and continues to exchange, substantial
       information with the Creditors Committee, the Second Lien   
       Committee, and their advisors; and

    -- demonstrated a commitment to conduct the vast majority of
       the Chapter 11 tasks outside the courtroom on a consensual
       basis with its various constituencies.

Extending the exclusive periods will permit the Debtors to
develop an appropriate plan of reorganization that will best meet
the creditors' needs and fit into the development of the Debtors'
business plan, Mr. DeFranceschi tells the Court.

Mr. DeFranceschi cites the Debtors' sufficiently large and
complex cases, which involves 41 debtors, with two tranches of
secured institutional debt that are the subject of an intricate
intercreditor agreement and multiple issuances of unsecured
institutional debt in addition to the standard classes of
secured, priority, priority tax, and general unsecured claims.

Adding complexity to the Debtors' prepetition financial balance
sheet and equity structure is the potential avoidance action
against the Second Lien Lenders, Mr. DeFranceschi relates.  This
potential litigation, he says, has taken time to analyze, and
will continue to influence the course of the Debtors' Chapter 11
cases and the development of a plan of reorganization.

Mr. DeFranceschi assures the Court that the extension is intended
to facilitate an orderly, efficient and cost-effective process
for the benefit of all creditors.

                 About DURA Automotive Systems Inc.

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

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


DYNEGY INC: Posts $333 Mil. Net Loss in Year Ended Dec. 31, 2006
----------------------------------------------------------------
Dynegy Inc. incurred a $333 million net loss on $2,017 million of
revenues for the year ended Dec. 31, 2006, compared to net income
of $90 million on $2,313 million of revenues for the year ended
Dec. 31, 2005.

Dynegy's balance sheet at Dec. 31, 2006, showed total assets of
$7,630 million, total liabilities of $5,363 million, and total
stockholders' equity of $2,267 million.

Commenting on the results, Bruce A. Williamson, the chairman and
chief executive officer of Dynegy Inc., said, "2006 was a year in
which Dynegy realized the benefits of its strategic, financial and
operational achievements and announced a growth opportunity that
we believe will position the company to deliver significant value
to our investors."

"Our proposed combination with LS Power, which remains on track
for completion at the end of the first quarter 2007, is expected
to be accretive to free cash flow, as affirmed by our 2007 cash
flow and earnings estimates, and provide more predictable cash
flows."

"In addition, the company delivered stronger year-over-year
results from our Midwest and Northeast regions due to higher
prices realized, despite lower volumes," Mr. Williamson added.
"These results can be attributed to our near-term commercial sales
strategy and our focus on operational reliability.  This proven
operational approach, combined with the portfolio and financial
benefits associated with our proposed combination with LS Power,
are expected to position Dynegy to pursue further growth and
consolidation opportunities for the benefit of our investors."

                             Liquidity

As of Dec. 31, 2006, Dynegy's liquidity was approximately
$878 million.  This consisted of $371 million in cash on hand and
$507 million in unused availability under the company's revolving
bank credit facility and term letter of credit facility.

                             Cash Flow

Cash flow from operations, including working capital changes,
totaled an outflow of $194 million for the 12 months ended
Dec. 31, 2006.  There was a cash inflow of $698 million from the
power generation business.  In the company's CRM business, there
were cash outflows of $461 million, which were primarily related
to the payment to exit the Sterlington power tolling arrangement
and the payment of legal and settlement charges.  In the company's
other results, there were cash outflows of $431 million, which
resulted primarily from interest payments and general and
administrative expenses, partially offset by interest income.

Cash flow from investing activities for the 12 months ended
Dec. 31, 2006, totaled $358 million.  This consisted of net
proceeds from asset sales and acquisitions of $384 million and net
decreases in restricted cash and other of $129 million, partially
offset by capital expenditures of $155 million.

For the 12 months ended Dec. 31, 2006, Dynegy's free cash flow
(cash outflow from operations plus cash flow from investing
activities) was an inflow of $164 million.

                         Debt Obligations

During 2006, the company continued its efforts to enhance its
capital structure flexibility, reduce its outstanding debt and
extend its maturity profile.  Repayments of long-term debt totaled
$1,930 million for the year ended Dec. 31, 2006 and consisted of
these payments:

   * $900 million in aggregate principal amount on the company's
     10.125% Second Priority Senior Secured Notes due 2013;

   * $614 million in aggregate principal amount on the company's
     9.875% Second Priority Senior Secured Notes due 2010;

   * $225 million in aggregate principal amount on the company's
     2008 Notes;

   * $150 million in aggregate principal amount on its Term Loan
     due 2012;

   * $23 million in aggregate principal amount on its 7.45% Senior
     Notes due 2006; and

   * $18 million in aggregate principal amount on its 8.50%
     secured bonds due 2007.

In addition to those repayments, the company redeemed all of the
outstanding shares of its Series C Preferred for $400 million and
completed an offer to convert all $225 million of its outstanding
4.75% Convertible Subordinated Debentures due 2023 into shares of
its Class A common stock and cash.

Further, the company issued $297 million principal amount of
additional 8.375% Senior Unsecured Notes due 2016 in exchange for
all $419 million of outstanding Independence subordinated debt.

These repayments were partially offset by $1,071 million of
proceeds from these sources, net of approximately $29 million of
debt issuance costs:

   * $750 million aggregate principal amount from a private
     offering of the company's 8.375% Senior Unsecured Notes due
     2016;

   * $200 million letter of credit facility due 2012; and

   * $150 million term loan due 2012.

Following those transactions, the company's debt maturity profile
as of Dec. 31, 2006, includes $68 million in 2007, $44 million in
2008, $57 million in 2009, $73 million in 2010, $561 million in
2011 and approximately $2,455 million thereafter.  Maturities for
2007 represent principal payments on the Independence Senior Notes
and the company's 7.45% Dynegy Holdings Inc. Senior Notes included
in Notes payable and current portion of long-term debt on its
consolidated balance sheets.  Scheduled maturities of debt
expected to be acquired in the Merger Agreement with the LS
Entities are: $14 million in 2007, $14 million in 2008,
$164 million in 2009, $16 million in 2010, $18 million in 2011 and
approximately $2,077 million thereafter.

                           Cash on Hand

At Feb. 22, 2007, and Dec. 31, 2006, the company had cash on hand
of $372 million and $371 million, respectively, as compared to
$1,549 million at the end of 2005.  The decrease in cash on hand
at Feb. 22, 2007, and Dec. 31, 2006, as compared to the end of
2005 is primarily attributable to cash used for debt repayments,
litigation settlements and capital expenditures.

                         Revolver Capacity

On April 19, 2006, the company entered into a Fourth Amended and
Restated Credit Facility with a $470 million revolving credit
facility, thereby providing the return to Dynegy Holdings Inc. of
$335 million plus accrued interest in cash collateral securing the
former Third Amended and Restated Credit Facility.  As of Feb. 22,
2007, $195 million in letters of credit are outstanding but
undrawn, and the company has no revolving loan amounts drawn under
the Fourth Amended and Restated Credit Facility.

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

               http://researcharchives.com/t/s?1a79

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE:DYN) --
http://www.dynegy.com/-- produces and sells electric energy,
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Fitch Ratings upgraded the issuer default ratings of Dynegy Inc.
and Dynegy Holding Inc. to 'B' from 'B-' and removed the ratings
from Rating Watch Evolving.  The Rating Outlook of Dynegy, Inc.
and Dynegy Holding, Inc. is Stable.


EL PASO: Post $175 Million Net Loss in Quarter Ended December 31
----------------------------------------------------------------
For the three months ended Dec. 31, 2006, El Paso Corporation
reported a net loss to common stockholders of $175 million
compared with a net loss of $172 million for the same period in
2005.  Continuing operations in the fourth quarter of 2006 lost
$15 million.

Results were negatively impacted by a pre-tax charge of
$188 million related to the divestiture of capacity on the
Alliance Pipeline.  Also, results were favorably impacted by a
pre-tax, mark-to-market gain of $13 million, on derivatives
intended to manage the price risk of the company's natural gas and
oil production.

Discontinued operations for the fourth quarter of 2006 lost
$151 million.  The results included operating results for ANR
Pipeline Company and related assets of $39 million, as well as
$188 million of deferred tax charges related to the sale of ANR.
El Paso will recognize a gain on the sale of approximately
$.7 billion in the first quarter 2007.

For the fourth quarter of 2005, there was a net loss of
$302 million from continuing operations.  Results include the
favorable impact of $72 million pre-tax of mark-to-market gains on
derivatives intended to manage the price risk of the company's
natural gas and oil production.  Discontinued operations for the
fourth quarter of 2005 reported income of $144 million.

Commenting on the results, Doug Foshee, the company's president
and chief executive officer, said, "2006 was a year of major
accomplishments for El Paso.  We reported a swing in profitability
of more than $1 billion; our pipeline business reported record
earnings and laid the foundation for future expansion-driven
growth; our E&P business delivered organic production growth and
replaced production through the drill bit; we reduced debt by
$2.8 billion; and we eliminated numerous legacy issues.  Finally,
in December we announced, and last week we closed, the sale of
ANR, which is a transformational event for our company as we
regain our financial strength and flexibility while maintaining
our earnings outlook.  We look forward to additional progress in
2007."

During the fourth quarter of 2006, Corporate and Other reported an
EBIT loss of $37 million compared with a loss of $352 million for
the same period in 2005.  Fourth quarter 2006 results were
unfavorably impacted by litigation, environmental, and other
charges.  The fourth quarter 2005 EBIT loss was principally the
result of an unfavorable court decision associated with a retiree
medical benefits lawsuit.

                     2006 Full-Year Highlights

   -- For the 12 months ended Dec. 31, 2006, El Paso reported net
      income available to common stockholders of $438 million,
      compared with a net loss of $633 million, for 2005.

      Discontinued operations include $156 million, of operating
      results for ANR and related assets as well as a $188 million
      of deferred tax charges pertaining to the sale of ANR and
      related assets.
   
      EBIT for the 12 months ended Dec. 31, 2006, was $1.8 billion
      versus $458 million for 2005.  Results in 2005 were impacted
      by a number of impairments, gains, and losses associated
      with asset sales, restructuring costs and other significant
      items, non-cash, mark-to-market losses, and litigation
      charges.


   -- El Paso's two core businesses of pipelines and exploration
      and production generated EBIT of $1.8 billion in 2006.

         * The company's natural gas pipeline business generated
           $1.2 billion of EBIT.

         * El Paso's exploration and production business gained
           momentum during the year and generated $640 million of
           EBIT.  For the year, production volumes averaged
           730 MMcfe/d, excluding unconsolidated affiliate volumes
           of 68 MMcfe/d .  Hurricane-related shut-ins reduced
           average production by 14 MMcfe/d.

   -- Results for 2006 were impacted by:

         * $188-million pre-tax charge related to the divestiture
           of the Alliance Pipeline capacity;

         * $269-million pre-tax mark-to-market gain on derivatives
           intended to manage the price risk of the company's
           natural gas and oil production resulting from the
           decrease in commodity prices.  The company received
           $59 million of settlements related to the contracts.

         * $133-million pre-tax loss related to mark-to-market
           losses related to the sale of Midland Cogeneration
           Venture; and

         * $159-million income tax benefit related to the
           favorable resolution of tax matters.

   -- In 2006, the company generated cash flow from operations of
      $2.1 billion; invested $2.4 billion of capital primarily in
      its two core businesses, including $0.2 billion from
      discontinued operations; generated $1.1 billion of cash
      through asset sales, including $0.4 billion of cash from
      discontinued assets sold; and paid $0.1 billion in
      dividends.

   -- El Paso reduced gross debt by $2.8 billion in 2006,
      including discontinued operations of $0.2 billion.
      Approximately $3.3 billion of cash proceeds from the ANR
      sale are currently targeted for further debt reduction.

                         ANR Pipeline Sale

As reported in the Troubled Company Reporter-Latin America on
Feb. 26, 2007, El Paso completed the sale of ANR Pipeline, its
Michigan storage assets, and its 50% interest in Great Lakes Gas
Transmission to TransCanada Corporation and TC PipeLines LP for
$4.135 billion.  The sale includes the assumption of $744 million
of debt as of Dec. 31, 2006 -- $269 million of which has been
retired.

                        About El Paso Corp.

Headquartered in Houston, Texas, El Paso Corp. (NYSE:EP)
-- http://www.elpaso.com/-- provides natural gas and related
energy products in a safe, efficient, and dependable manner.
The company owns North America's largest natural gas pipeline
system and one of North America's largest independent natural
gas producers.  The company has operations in Argentina.

                          *     *     *

On Dec. 22, 2006, Standard & Poor's placed El Paso's long-term
local and foreign issuer credit ratings at B+.

In September 2006, Moody's Investors Service placed El Paso's bank
loan debt and long-term corporate family ratings at Ba3 and B2,
respectively.


FAREPORT CAPITAL: Oct. 31 Balance Sheet Upside Down By CDN$3 Mil.
-----------------------------------------------------------------
Fareport Capital Inc. reported CDN$1,694,625 in total assets and
CDN$4,763,409 in total liabilities as of Oct. 31, 2006, resulting
in a CDN$3,068,784 shareholders' deficit.  The company's
shareholders' deficit at April 30, 2006, was CDN$2.1 million, and
at July 31, 2005, CDN$1.5 million.

For the three months ended Oct. 31, 2006, Fareport posted a net
loss of $229,154, compared with a net loss of $359,081 for the
same period in 2005.

Fareport Capital Inc. reports that there have been no new
significant developments and that progress is still being made and
discussions and negotiations continue with respect to a new
financing arrangement with arm's-length investors.  The
refinancing will be subject to completion of agreements and
shareholder and regulatory approval.

The company said a revised settlement agreement relating to the
civil claim against Fareport's former management, advisors and
certain investors should be completed pending the execution of
settlement documentation and mutual releases and the closing of a
new financing arrangement.

The temporary management and insider cease trade order imposed
pursuant to Ontario Securities Commission Policy 57-603 continues
to be in effect.  The MCTO prohibits present and certain past
directors, officers and insiders of Fareport from trading in
securities of Fareport.

Fareport Capital Inc. (TSX-V: CAB) -- http://www.fareport.com/--
operates the Crown Taxi and Olympic Taxi brokerages and dispatch
operations in the city of Toronto.  The Crown Taxi division
dispatches over 300 vehicles.  In addition, through its Crown
Transportation and Trax Shuttle Services divisions, the Company
also offers charter transportation services.


FEDERATED DEPARTMENT: Moody's Cuts Preferred Shelf's Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service downgraded Federated Department Stores,
Inc.'s long term senior unsecured debt rating to Baa2 from Baa1,
and affirmed the company's Prime 2 rating for commercial paper,
following the company's announcement that the Board had authorized
a $4 billion additional share buyback program.

Ratings downgraded:

   * Senior unsecured debt rating to Baa2 from Baa1
   * Preferred shelf rating to (P) Ba1 from (P) Baa3

Rating affirmed:

   * Prime 2 rating for commercial paper

The downgrade of Federated's long term rating is based on the
conclusion that, given the $4 billion share buyback, Federated
would be unable to restore key credit metrics by the end of fiscal
year 2007 to the levels cited in Moody's Credit Opinion of 1 May
2006 as necessary to maintain the Baa1 rating.  The rating action
also reflects the weaker performance of the acquired May stores
and the more challenging than expected transition to Federated's
somewhat less promotional pricing strategy.  

Federated has repurchased 45 million shares, or approximately
$2 billion, of the $4 billion authorization, and the remaining
approximately $2 billion will be purchased on the open market
throughout the current fiscal year ending January, 2008.  The
accelerated share repurchase will be financed by cash on hand, and
the remaining amount will be financed by issuing commercial paper
backed by the company's $2 billion revolving credit that expires
in August, 2011.

Federated's Baa2 rating reflects the company's large scale which
is a competitive advantage; strong merchandising expertise;
efficient execution; its solid operating cash flow and strong
liquidity; and more aggressive financial policies.  Federated maps
to a Baa3 rating in Moody's Global Retail Methodology, which is
one notch below the company's actual rating.  However, Moody's
believes that given the company's substantial market position and
cash flow, the Baa2 is justified.

The stable rating outlook reflects the cushion that Federated's
solid cash flow and department store franchise provide at the Baa2
level for its somewhat more aggressive financial policy, as well
as the fact that credit metrics score at the Baa level.

Federated Department Stores, Inc. is one of the country's largest
department stores operators, with more than 850 department stores
in 45 states, the District of Columbia, Guam and Puerto Rico,
operating under the banners Macy's and Bloomingdale's.  The August
2005 acquisition of May nearly doubled Federated's scale - sales
in fiscal 2006, the first full year of combination, were
$27 billion.


GABRIEL TECHNOLOGIES: Posts $1.8 Mil. Loss in Qtr. Ended Dec. 31
----------------------------------------------------------------
Gabriel Technologies Corp. reported a $1.8 million net loss on
$218,940 of revenues for the second quarter ended Dec. 31, 2006,
compared with a $2.1 million net loss on $253,720 of revenues for
the same period in 2005.

Consolidated gross profit increased to 56.3% from 40.7% for the
quarter ended Dec. 31, 2005 primarily due to increased focus on
sales of products with higher demand and higher margins.

At Dec. 31, 2006, the company's balance sheet showed $18.8 million
in total assets, $4.3 million in total liabilities, and
$14.5 million in total stockholders'' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1.6 million in total current assets available to
pay $4.2 million in total current liabilities.

                        Going Concern Doubt

Williams & Webster, PS, in Spokane, Washington, expressed
substantial doubt about Gabriel Technologies Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the fiscal year ended June
30, 2006.  The auditing firm pointed to the company's significant
operating losses and accumulated deficit at June 30, 2006.

                     About Gabriel Technologies

Based in Omaha, Nebraska, Gabriel Technologies Corporation
(OTC: GWLK) -- http://www.gabrieltechnologies.com/-- sells  
locking systems for truck trailers, railcars, and intermodal
shipping containers under the WAR-LOK brand name.  Its products
are manufactured by contractors and distributed from Gabriel's
assembly center.  Gabriel also offers Trace Location Services, an
asset-tracking system for vehicle fleet operators that is based on
the Global Positioning System (GPS).  The trucking industry
accounts for more than 85% of the company's sales.  Gabriel added
biometric technology to its product mix in 2006 by acquiring a
majority stake in Resilent, an Omaha, Nebraska-based company that
does business as Digital Defense Group.

Gabriel Technologies Corporation is the holding company for two
wholly-owned subsidiaries and one majority owned subsidiary.  The
company was originally incorporated in 1990 as Princeton Video
Image Inc., a Delaware corporation.  In 2004, Princeton Video
Image Inc. filed for chapter 11 bankruptcy and emerged as a
reorganized company on June 10, 2004.  On July 23, 2004, the
company changed its name to Gabriel Technologies Corporation.  On
July 29, 2004, the company entered into a share exchange with
Gabriel Technologies LLC, a Nebraska limited liability company,
which became the company's wholly-owned subsidiary.  The company
also organized Trace Technologies LLC, a Nevada limited liability
company which became wholly-owned on Nov. 19, 2004.


GE COMMERCIAL: Moody's Affirms Low-B Ratings on 6 Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of 20 classes of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2003-C2 as:

   -- Class A-1, $26,513,210, Fixed, affirmed at Aaa
   -- Class A-1A, $270,993,781, Fixed, affirmed at Aaa
   -- Class A-2, $165,053,000, Fixed, affirmed at Aaa
   -- Class A-3, $54,285,000, Fixed, affirmed at Aaa
   -- Class A-4, $406,087,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $35,493,000, WAC Cap, upgraded to Aaa from Aa1
   -- Class C, $14,788,000, WAC Cap, upgraded to Aa1 from Aa2
   -- Class D, $26,620,000, WAC Cap, upgraded to A1 from A2
   -- Class E, $14,788,000, WAC Cap, upgraded to A2 from A3
   -- Class F, $14,789,000, WAC, upgraded to A3 from Baa1
   -- Class G, $14,788,000, WAC, affirmed at Baa2
   -- Class H, $14,789,000, WAC, affirmed at Baa3
   -- Class J, $19,225,000, WAC Cap, affirmed at Ba1
   -- Class K, $7,394,000, WAC Cap, affirmed at Ba2
   -- Class L, $8,873,000, WAC Cap, affirmed at Ba3
   -- Class M, $4,437,000, WAC Cap, affirmed at B1
   -- Class N, $7,394,000, WAC Cap, affirmed at B2
   -- Class O, $2,958,000, WAC Cap, affirmed at B3
   -- Class BLVD-1, $2,654,914, WAC, affirmed at A2
   -- Class BLVD-2, $2,501,000, WAC, affirmed at A3
   -- Class BLVD-3, $4,502,000, WAC, affirmed at Baa1
   -- Class BLVD-4, $3,549,000, WAC, affirmed at Baa2
   -- Class BLVD-5, $7,960,750, WAC, affirmed at Baa3
   
As of the Feb. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.5%
to $1.15 billion from $1.21 billion at securitization.  The
Certificates are collateralized by 139 mortgage loans.  The loans
range in size from less than 1.0% to 6.6% of the pool, with the
top 10 loans representing 31.1% of the pool.  Seventeen loans,
representing 14.4% of the pool, have defeased and are
collateralized by U.S. Government securities.  The balance of the
pool consists of two shadow rated loans, representing 10.6% of the
pool and a conduit component, representing 75.0% of the pool.

The pool has not experienced any losses since securitization.
Three loans, representing 1.1% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $2.4 million for the specially serviced loans.
Twenty-four loans, representing 13.6% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 97.9% and 76.6%, respectively, of the
performing loans.  Moody's loan to value ratio for the conduit
component is 85.5%, compared to 88.4% at last review and compared
to 90.8% at securitization.  Moody's is upgrading Classes B, C, D,
E, and F due to stable pool performance, defeasance and increased
subordination levels.  Although the overall LTV has improved since
securitization, the pool has experienced increased LTV dispersion.
Based on Moody's analysis, 15.9% of the conduit pool has a LTV
greater than 100.0%, compared to 6.4% at last review and compared
to 5.6% at securitization.

The largest shadow rated loan is the DDR Portfolio Loan of
$74.5 million (6.6%), which is secured by seven anchored retail
centers containing 1.5 million square feet.  The centers are
located in Ohio, California (23.3%), Indiana (19.5%), Virginia
(14.3%) and Florida (18.6%).  The portfolio's overall occupancy is
99.3%, compared to 99.1% at securitization.  The loan sponsor is
Developers Diversified Realty Corporation, a publicly traded REIT.
The portfolio is also encumbered by a $35.5 million B Note which
is held outside the trust.  Moody's current shadow rating is Aa2,
the same as at securitization.

The second shadow rated loan is the Boulevard Mall Loan of
$45.8 million (4.0%), which represents a 50.0% participation
interest in a $91.5 million first mortgage loan.  The loan is
secured by a 1.2 million square foot shopping center located in
Las Vegas, Nevada.  The shopping center is anchored by Sears,
Dillard's, Macy's, which are not part of the collateral, and J.C.
Penney.  As of September 2006, in-line occupancy was 93.3%,
compared to 87.6%, at last review and compared to 85.0% at
securitization.  The property's utilities and general and
administrative costs have increased since securitization.  
However, this has been offset by increased occupancy and loan
amortization.  The loan sponsor is General Growth Properties Inc.,
a publicly traded REIT. The loan is also encumbered by a
$21.2 million B Note, which is held inside the trust and is
security for Classes BLVD-1, BLVD-2, BLVD-3, BLVD-4, and BLVD-5.
Moody's current shadow rating for the senior participation
interest is A1, the same as last review and at securitization.

The top three conduit loans represent 9.5% of the outstanding pool
balance.  The largest conduit loan is the Clinton Manor Apartments
Loan of $39.7 million (3.5%), which is secured by two midrise
apartment buildings located in midtown Manhattan.  Built in 1981
and renovated in 2002, the buildings are located on 51st and 52nd
Streets between 10th and 11th Avenues.  The two buildings contain
a total of 240 units.  A majority of the units are leased pursuant
to a Housing Assistance Payments contract under which HUD provides
rental subsidies to cover the difference between HUD's approved
market rent and the rent contribution from eligible tenants.  The
current contract expires in December 2016.  The loan per unit is
approximately $165,900.  As of December 2005 the property was
96.0% occupied, compared to 98.3% at last review and compared to
97.5% at securitization.  Moody's LTV is 80.9%, compared to 81.1%
at last review and compared to 86.2% at securitization.

The second largest conduit loan is the Prosperity Office Park --
Buildings B&C Loan of $34.3 million (3.0%), which is secured by a
180,000 square foot medical office building located in Fairfax,
Virginia.  Built in 2000, the property is located approximately 20
miles west of Washington, DC.  The property is 100.0% occupied the
same as at last review and at securitization.  The largest tenants
are Commonwealth Orthopedic & Rehab and AOR Management Co. of
Virginia.  Moody's LTV is 86.1%, compared to 87.3% at last review
and compared to 89.6% at securitization.

The third largest conduit loan is the Charleston Commons Loan of
$32.8 million (2.9%), which is secured by a 329,000 square foot
power center located in Las Vegas, Nevada.  Major tenants include
Wal-Mart (34.5% GLA; lease expiration October 2010) and OfficeMax
(8.9% GLA; lease expiration December 2010).  As of September 2006
the property was 98.0% occupied, compared to 95.0% at last review
and compared to 96.5% at securitization.  Moody's LTV is 92.3%,
compared to 96.4% at last review and compared to 92.8% at
securitization.

The pool's collateral is a mix of retail (39.5%), multifamily and
manufactured housing (20.6%), office (13.9%), US Government
Securities (14.4%), industrial and self storage (11.1%) and
lodging (0.5%).  The collateral properties are located in 29
states.  The highest state concentrations are Texas (16.0%), New
York (13.9%), California (11.9%), Nevada (8.1%) and Virginia
(5.9%).  All of the loans are fixed rate.


GENERAL DATACOMM: Dec. 31 Balance Sheet Upside-Down by $35.9 Mil.
-----------------------------------------------------------------
General DataComm Industries Inc. reported a $455,000 net loss on
$3 million of total revenues for the first quarter ended
Dec. 31, 2006, compared with a $1.8 million net loss on
$2.6 million of total revenues for the same period ended
Dec. 31, 2005.

Revenue increases were recorded in both product and service
revenues.  Sales of multi-service switches and inter-networking
products increased approximately $1.1 million, while sales of
network access products to large telecommunication carriers
declined by approximately $670,000.  Service revenues increased
$123,000 primarily due to the acquisition of the multi-service
product business and its base of service customers.

The decrease in net loss is primarily due to the $568,000 increase
in gross margin as a result of sales of higher margined products,
the $402,000 decrease in operating expenses, and the $387,000
decrease in other expenses.

Interest expense decreased $22,000 in the first quarter of fiscal
2007 due to lower senior debt levels resulting from principal
payments made by the company, offset by higher interest rates on
Notes Payable to Related Parties and higher variable interest
rates in the 2006 quarter on senior and other secured debt.

The other expense amount in the 2005 quarter also included a
$389,000 loss from extinguishment of debt related to the issuance
of seven year warrants to Mr. Howard S. Modlin, Chairman of the
Board of General DataComm, and John Segall, a Board Director, to
purchase common stock at $0.575 per share covering 2,084,204
shares and 1,100,047 shares, respectively.  Warrants will expire
on Dec. 8, 2012.

At Dec. 31, 2006, the company's balance sheet showed $8,958,000 in
total assets and $44,915,000 in total liabilities, resulting in a
$35,957,000 total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $5,055,000 in total current assets available to pay
$44,381,000 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a7d

                             Liquidity

At Dec. 31, 2006, the company's principal source of liquidity
included cash and cash equivalents of $207,000 compared to
$246,000 at Sept. 30, 2006.  

                        Term Loan Default

As of Dec. 31, 2006, and Sept. 30, 2006, as a result of not making
certain required principal payments on its term obligation, the
company was in default under its senior loan agreement.  In
January 2007, the default was waived by Ableco Finance LLC, the
senior lender as part of a loan amendment.  The parties also
agreed to extend the maturity date of the Loan Agreement from
Dec. 31, 2007, to Dec. 31, 2008.

                        Going Concern Doubt

Eisner LLP in New York expressed substantial doubt about General
DataComm Industries 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 cited
that the company has both a working capital and stockholders'
deficit at Sept. 30, 2006, has limited ability to obtain new
financing, and has defaulted under its senior secured debt.

                    About General DataComm

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(Other OTC: GNRD.PK) -- http://www.gdc.com/-- is a provider of   
networking and telecommunications products, services and
solutions.  The company designs, assembles, markets, installs and
maintains products that enable telecommunications common carriers,
corporations, and governments to build, improve and more cost
effectively manage their global telecommunications networks.  The
company and its debtor-affiliates filed for chapter 11 protection
on Nov. 2, 2001.  On Sept. 15, 2003, General DataComm Industries,
Inc., emerged from bankruptcy.


GENERAL MOTORS: Expects 6-7% Decrease in February U.S. Sales
------------------------------------------------------------
Following its decision to reduce sales to daily rental fleets,
General Motors Corp. expects its February U.S. sales to be down
between 6 to 7%, Reuters reports.

GM reduced discounted fleet sales with the prospect of returning
to profitability in North America.  The move, according to
analysts, allowed the automaker to keep its assembly plants
running but eroded the value of its brands.

GM spokesman John McDonald told Reuters in an interview that the
company expects retail sales to be flat for the month.  Overall,
Mr. McDonald added, GM expects the U.S. February industry sales to
come in at an annualized rate of 16 million units.

According to Reuters, GM planned to cut its daily rental sales
more than 200,000 units this year after a reduction of about
77,000 units in 2006.  The planned cuts would take GM's annual
rental-related sales below 700,000 units by the end of 2008 from
more than 1 million before the effort began.

GM shares eased more than 2% in pre-market trading after finishing
almost 1% lower in Monday trade on the New York Stock Exchange,
Reuters said.

                    About General Motors Corp.

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

                          *     *     *

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

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GMAC COMMERCIAL: Moody's Holds Low-B Ratings on 6 Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 22 classes of GMAC Commercial Mortgage
Securities, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2003-C3 as:

   -- Class A-1, $57,361,306, Fixed, affirmed at Aaa
   -- Class A-1A, $219,109,822, Fixed, affirmed at Aaa
   -- Class A-2, $114,365,000, Fixed, affirmed at Aa
   -- Class A-3, $247,900,000, Fixed, affirmed at Aaa
   -- Class A-4, $408,101,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $41,676,000, WAC Cap, upgraded to Aaa from Aa1
   -- Class C, $16,671,000, WAC Cap, upgraded to Aa1 from Aa2
   -- Class D, $30,007,000, WAC Cap, affirmed at A1
   -- Class E, $21,672,000, WAC Cap, affirmed at A3
   -- Class F, $23,339,000, WAC Cap, affirmed at Baa1
   -- Class G, $13,336,000, WAC Cap, affirmed at Baa2
   -- Class H, $16,671,000, WAC, affirmed at Baa3
   -- Class J, $13,336,000, WAC Cap, affirmed at Ba1
   -- Class K, $8,336,000, WAC Cap, affirmed at Ba2
   -- Class L, $6,668,000, WAC Cap, affirmed at Ba3
   -- Class M, $10,002,000, WAC Cap, affirmed at B1
   -- Class N, $5,001,000, WAC Cap, affirmed at B2
   -- Class O, $5,002,000, WAC Cap, affirmed at B3
   -- Class S-AFR1, $9,001,491, WAC, affirmed at A3
   -- Class S-AFR2, $19,803,280, WAC, affirmed at Baa1
   -- Class S-AFR3, $19,803,280, WAC, affirmed at Baa2
   -- Class S-AFR4, $41,406,857, WAC, affirmed at Baa3

As of the Feb. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.0%
to $1.28 billion from $1.43 billion at securitization.  The
Certificates are collateralized by 81 mortgage loans ranging in
size from less than 1.0% to 6.5% of the pool, with the top 10
loans representing 45.6% of the pool.  The pool includes three
investment grade shadow rated loans, representing 17.6% of the
pool.  Nine loans, representing 7.8% of the pool, have defeased
and are collateralized by U.S. Government securities.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing.  Seventeen
loans, representing 22.8% of the pool, are on the master
servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 96.8% and 93.2%, respectively, of the pool.
Moody's loan to value ratio for the conduit component is 94.5%,
compared to 91.8% at Moody's last full review in July 2005 and
compared to 94.7% at securitization.  Moody's is upgrading Classes
C and D due to increased credit support, the stable performance of
the shadow rated loan component and defeasance.

The largest shadow rated loan is the AFR Portfolio Loan of
$86.4 million (6.5%), which represents a participation interest in
a $293.8 million first mortgage loan.  The loan is secured by 147
properties consisting of office, operation centers and retail bank
branches totaling 7.1 million square feet.  The properties are
located in 19 states. Bank of America, N.A. leases approximately
65.0% of the premises under a master lease that expires in June
2023.  As of December 2006 the portfolio was 90.0% leased,
compared to 81.1% at last review.  The portfolio is also
encumbered by an $86.6 million B Note, which is held within the
trust and is the security for Classes S-AFR1, S-AFR2, S-AFR3 and
S-AFR4.  Five properties comprising 643,000 square feet have been
released since securitization, resulting in a $9.1 million
principal prepayment to both the participation interest and the B
Note.  Moody's current shadow rating for the participation
interest is A1, compared to A2 at securitization.  Moody's current
shadow rating of the B Note is Baa3, the same as at last review.

The second shadow rated loan is the Water Tower Place Loan of
$71.2 million (5.6%), which represents a participation interest in
a $178.4 million first mortgage loan secured by Water Tower Place,
an eight-story regional mall located on North Michigan Avenue in
downtown Chicago, Illinois.  The mall totals 822,000 square feet,
which includes 728,000 square feet of retail space and 94,000
square feet of office space.  The retail space is anchored by
Marshall Field's and Lord & Taylor.  The loan sponsor is General
Growth Properties Inc., a publicly traded REIT. Moody's current
shadow rating is A2, compared to A3 at last review.

The third shadow rated loan is the Mall at Millenia Loan of
$67.5 million (5.3%), which represents a participation interest in
a $195.0 first mortgage loan secured by the Mall at Millenia, a
regional mall located in Orlando, Florida.  The mall contains 1.1
million square feet, of which 520,000 square feet serves as
collateral for the loan.  The retail component is anchored by
Bloomingdale's, Macy's and Neiman Marcus.  As of December 2006,
in-line stores were 94.9% leased, essentially the same as at last
review.  The property is also encumbered by a $15.0 million B
Note, which is held outside the trust.  The loan sponsors are The
Forbes Company and The Taubman Realty Group.  Moody's current
shadow rating is Baa2, the same as last review.

The top three conduit loans represent 14.8% of the outstanding
pool balance.  The largest conduit loan is the Wells Fargo Tower
Loan of $64.4 million (5.0%), which represents a participation
interest in a $247.6 million first mortgage loan.  The loan is
secured by a 1.4 million square foot Class A office building
located in downtown Los Angeles, California.  As of year-end 2005
the property was 89.0% leased, compared to 84.0% at
securitization.  The property is anchored by Wells Fargo Bank N.A.
and Gibson Dunn & Crutcher.  The loan was interest only for the
first 35 months of its term.  Moody's LTV is 91.0%, essentially
the same as at last review.

The second largest conduit loan is the 609 Fifth Avenue Loan of
$63.8 million (5.0%), which is secured by a 150,000 square foot
office building located on Fifth Avenue in midtown Manhattan.  The
property includes 99,000 square feet of office space and
46,000 square feet of retail space.  Major tenants include
American Girl Place Inc. and DZ Bank.  As of December 2006 the
property was 97.1% occupied, the same as at last review.  Moody's
LTV is 99.7%, essentially the same as at last review.

The third largest conduit loan is the Union Center Plaza V Loan of
$61.9 million (4.8%), which is secured by a 250,000 square foot
Class A office building located in the Capitol Hill submarket of
Washington, D.C.  The property is 100.0% leased to Group Hospitals
and Medical Services, Inc., doing business as CareFirst, Inc., the
predominant Blue Cross/Blue Shield medical provider for the D.C.
metropolitan area.  The lease expires in August 2013. Moody's LTV
is 93.7%, compared to 97.5% at last review.

The pool's collateral is a mix of office and mixed use (40.7%),
retail (21.6%), multifamily (20.4%), U.S. Government securities
(7.8%), lodging (4.7%), industrial and self storage (3.2%) and
credit tenant lease (1.6%).  The collateral properties are located
in 30 states and Washington, D.C.  The highest state
concentrations are California (13.3%), Florida (12.9%), New York
(11.5%), Texas (10.6%) and Illinois (8.6%). All of the loans are
fixed rate.


GREAT ATLANTIC: In Negotiations to Buy Pathmark at $12.50/Share
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., disclosed Tuesday
that it was engaged in negotiations for an acquisition of Pathmark
Stores Inc. (Nasdaq: PTMK) at a possible price of $12.50 per
Pathmark share to be paid in cash and A&P stock.

No final agreement has been reached and there can be no assurance
that any such agreement will be reached.  If a final agreement is
reached, it will be subject to a number of uncertainties and
conditions.  Among such conditions would be shareholder and
regulatory approvals, including Federal and State antitrust
clearances.

Founded in 1859, The Great Atlantic & Pacific Tea Company, Inc.
(NYSE: GAP) -- http://www.aptea.com/-- operates supermarket  
chains with 410 stores in 9 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, The Food
Emporium, Super Foodmart, Super Fresh, Farmer Jack, Sav-A-Center
and Food Basics


GREAT ATLANTIC: Acquisition Plan Cues S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and all other ratings on Great Atlantic & Pacific Tea Co.
Inc. on CreditWatch with negative implications.

At the same time, the corporate credit and all other ratings on
Pathmark Stores Inc. were also placed on CreditWatch with negative
implications.  This action follows Montvale, New Jersey-based
A&P's disclosure on Feb. 27, 2007, that it was engaged in
negotiations to acquire Pathmark Stores at a possible purchase
price of $12.50 per share, or around $653 million, to be paid in
cash and A&P stock.  At Dec. 2, 2006, A&P had $38 million of net
cash on its balance sheet after adjusting for $55 million of bank
overdrafts.

Standard & Poor's will monitor this development closely.

"If an agreement is signed," said Standard & Poor's credit analyst
Stella Kapur, "we will resolve the CreditWatch listing after
obtaining a better understanding of the company's combined future
strategy, potential synergies, and business profile, in addition
to its financing plan and pro forma capital structure."


HEMAGEN DIAGNOSTICS: Dec. 31 Balance Sheet Up-side Down by $1 Mil.
------------------------------------------------------------------
Hemagen Diagnostics Inc.'s balance sheet at Dec. 31, 2006, showed
$4,237,355 in total assets and $5,306,037 in total liabilities,
resulting in a $1,068,682 total stockholders' deficit.

Hemagen Diagnostics reported a $360,392 net loss on $1.4 million
of sales for the quarter ended Dec. 31, 2006, compared with
$121,853 of net income on $2 million of sales for the same period
ended Dec. 31, 2005.

The decrease in revenues resulted from decreased sales of the
company's Analyst products of approximately $112,000, a decrease
in sales at the company's Raichem division of approximately
$335,000 and a decrease in sales at the company's Brazilian
operation of approximately $114,000.

The decrease in sales of the Analyst product line resulted mainly
from continuing decreases in rotor sales to physician office
laboratories and distributors that support the market and lower
Analyst equipment sales. The decrease in the Raichem division
resulted from the loss of sales to several top customers.

The net loss mainly resulted from decreased revenues and lower
margins.

Cost of product sales as a percentage of sales increased from 54%
in the period ending Dec. 31, 2005, to 69% in the period ending
Dec. 31, 2006.  This increase in cost of sales as a percentage of
sales is mainly attributed to decreased production and lower
manufacturing efficiencies in the current period.  The company's
Analyst division had higher than normal material usage and reduced
production levels.

The operating loss for the current period was $252,000 as compared
to operating income of $262,000 in the prior period, a decrease of
$514,000 from the prior period.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a6f

                     About Hemagen Diagnostics

Based in Columbia, Maryland, Hemagen Diagnostics, Inc.
(OTC: HMGN.OB) -- http://www.hemagen.com/-- is a biotechnology  
company that develops, manufactures, and markets more than 150
FDA-cleared proprietary medical diagnostic test kits.  

Hemagen has three different product lines.  The Virgo(R) product
line consists of diagnostic test kits that are used to aid in the
diagnosis of certain autoimmune and infectious diseases.  The
Raichem(R) product line consists of a complete line of clinical
chemistry reagents that are sold through Hemagen's wholly owned
subsidiary, Reagents Applications Inc., as well as under various
OEM arrangements.  The Analyst(R) product line is an FDA-cleared
clinical chemistry analyzer system, including consumables, that is
used to measure important constituents in human and animal blood.


INTERSTATE BAKERIES: Wants to Implement New Compensation for Board
------------------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates ask the United States Bankruptcy Court for the Western
District of Missouri for authority to adjust the compensation of
the members of Debtor's Board of Directors who are not salaried
employees or consultants, nunc pro tunc to Jan. 5, 2007.

Though the Debtors believe the implementation of the Revised
Compensation Structure is an ordinary course of business
transaction that can be implemented without the Bankrupcty Court's
approval, they are seeking Judge Jerry W. Venters' authorization,
in an abundance of caution.

The eight subsidiaries are:

   (1) Armour and Main Redevelopment Corporation,
   (2) Baker's Inn Quality Baked Goods, LLC,
   (3) IBC Sales Corporation,
   (4) IBC Services, LLC,
   (5) IBC Trucking LLC,
   (6) Interstate Brands Corporation,
   (7) New England Bakery Distributors, L.L.C, and
   (8) Mrs. Cubbison's Foods, Inc.

As reported in the Troubled Company Reporter on Jan. 8, 2006, the
Bankruptcy Court approved on Jan. 5, 2007, the settlement
reconstituting IBC's Board of Directors.  As reconstituted, the
Board will now consist of seven members.   

As a result, most of the members of the reconstituted Board were
not serving at the time the Chapter 11 cases were commenced.  To
attract new members, an increase in Board compensation to market
levels was discussed with certain of the Board members prior to
their appointment.  

"Addressing this expectation -- i.e., raising board compensation
to competitive levels -- is, therefore, required to meet the
legitimate expectations of the new board members and to retain the
services of the entire board throughout these cases," J. Eric
Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, relates.

According to Mr. Ivester, the Debtors, with the assistance of
Watson Wyatt Worldwide, evaluated the Directors' existing
compensation structure, benchmarked it against director
compensation paid by the general market and select peer companies,
and developed a revised compensation structure.

                                        Existing       Revised
                                        --------       -------
Base Retainer                            $30,000       $75,000
Board Meeting Fees
   In Person                              $2,000        $2,000
   By Telephone                           $1,000        $1,000
Committee Meeting Fees
   In Person                              $1,000        $1,000
   By Telephone                             $500          $500
Audit Chair Retainer                      $5,000       $15,000
Other Chair Retainers                     $2,500        $7,500
Equity Award                         $0 - 50,000            $0
Non-Executive Chairman                  $150,000      $150,000

In addition, the Debtors made certain adjustments to the Existing
Compensation Structure to reflect that:

   * the Directors' annual retainer will be increased from
     $30,000 to $75,000;

   * the Audit Committee Chairman's annual retainer will be
     increased from $5,000 to $15,000; and

   * the annual retainers for the Chairmen of other committees
     will be increased from $2,500 to $7,500.

Mr. Ivester notes that the Existing Compensation Structure is
below market, and the Revised Compensation Structure is well
within the range of competitive practice.  He adds that the
Revised Compensation Structure will assist the Debtors in
retaining their current Directors who, as the Court previously
recognized, provide valuable perspective and experience.

Moreover, Mr. Ivester continues, the recent reconstitution of the
BOD reduced the number of Directors receiving compensation from
nine to six; thereby offsetting, in large part, the additional
costs of the Revised Compensation Structure.  

The Debtors have determined that the modest increases of the
Revised Compensation Structure are more than outweighed by the
benefits expected to be realized by enhancing the Debtors' ability
to retain some of the best and brightest individuals to serve as
Directors, Mr. Ivester says.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 58; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a chapter 11 plan expires on
June 2, 2007.


ITRON INC: Buying Actaris Metering's Bonds & Stock for $1.6 Bil.
----------------------------------------------------------------
Itron Inc. has signed an agreement to acquire all of the stock
and convertible bonds of Actaris Metering Systems.  The purchase
price is EUR800 million plus the retirement of approximately
EUR445 million of debt, which, at an exchange rate of 1.30,
totals approximately $1.6 billion.  The acquisition is
expected to close in the second quarter of 2007.

This acquisition will allow Actaris to offer Itron's industry
leading AMR and advanced metering infrastructure technologies,
software and systems expertise to customers outside of North
America, and expand Actaris gas and water meter opportunities in
North America.

For the twelve months ended Dec. 31, 2006, Actaris generated
revenue of approximately $1 billion and adjusted earnings
before interest, taxes, depreciation and amortization (Adjusted
EBITDA) of approximately $159 million.

"This acquisition, which will more than double Itron's annual
revenues, brings together two industry leaders and reunites two
former Schlumberger divisions," said LeRoy Nosbaum, chairman and
CEO.  "We have been looking for an investment that would allow
Itron to bring its superior AMR technology and systems expertise
to customers outside of North America.  Our acquisition of
Actaris is the perfect choice to combine their quality meters
and established distribution channels with our expertise, which
will ultimately bring more value to customers around the globe.  
No other meter or AMR provider offers a similar breadth and
depth of solutions to their customers in the utility industry.  
This deal combines two companies that share a heritage, vision
and passion for this industry and our combined customers."

The acquisition of Actaris will be funded by approximately
US$1.1 billion of fully-committed senior secured debt
facilities, the net proceeds of the private placement of
approximately $235 million of common stock, which was
completed Feb. 25, 2007, and cash on hand.

Based on management's expectation for closing in the second
quarter, Itron expects that in 2007 the acquisition will add
approximately $720 - $730 million in revenue, $0.20 -
$0.30 in non-GAAP EPS and $110 - $115 million Adjusted
EBITDA.  These estimates are subject to financing terms and
dependent on the closing date of the transaction and do not take
into effect any intangible amortization expenses, in-process
research and development expenses, charges related to inventory
revaluation required under purchase accounting or other
acquisition expenses.

"This acquisition brings together two very talented management
teams, including many individuals who have worked together in
previous careers with Schlumberger," said Mr. Nosbaum.  "These
are both well-run companies that produce the highest quality
products in very efficient and productive factories around the
world.  Bringing these companies together unites research and
development, manufacturing and business synergies that no other
provider can match.

"There can be no doubt that this acquisition represents a
historical turning point in the life of our company and a
significant commitment on the part of our investors," commented
Mr. Nosbaum.  "But as I look at the strength of our businesses
and cash flow, the talent of our combined management team and
employee base, the synergies in our technology offerings, and
the expanding opportunities in the global marketplace, I have
no doubt that this is the right move - both strategically and
financially - and the right time to take Itron to an entirely
new level and drive strong future growth in our business on a
global scale."

                          Conditions

The acquisition is not subject to U.S. regulatory review.  
However, it will be subject to review by several regulatory
bodies in countries outside the U.S., including, Ukraine,
Germany, Brazil, Spain and Portugal, which require filings
regardless of competitive product overlap.

Itron has received a senior secured underwritten agreement from
UBS to finance the transaction.  Additionally, UBS acted as
exclusive financial advisor to the Company and sole placement
agent for the private placement of common stock.  Gibson, Dunn &
Crutcher LLP and Perkins Coie LLP acted as legal advisors to
Itron.  Mayer, Brown, Rowe & Maw LLP acted as legal advisor to
Actaris.

                        About Actaris

Actaris Metering Systems -- http://www.actaris.com/-- designs   
and manufactures meters and associated systems for the
electricity, gas, water and heat markets, providing innovative
products and systems that integrate the latest technologies to
meet the evolving needs of public or private energy and water
suppliers, utility services and industrial companies worldwide.
Actaris is active in more than 30 countries, employs
approximately 6,000 people in 60 locations and has 29
manufacturing sites worldwide.  The company has a cumulative
installed base of some 300 million electricity, gas and water
meters throughout the world.

                         About Itron

Itron Inc. (NASDAQ: ITRI) -- http://www.itron.com/-- is a   
technology provider and critical source of knowledge to the
global energy and water industries.  Nearly 3,000 utilities
worldwide rely on Itron technology to provide the knowledge they
require to optimize the delivery and use of energy and water.  
Itron creates value for its clients by providing industry-
leading solutions for electricity metering; meter data
collection; energy information management; demand response; load
forecasting, analysis and consulting services; distribution
system design and optimization; web-based workforce automation;
and enterprise and residential energy management.  Effective
April 2006, Itron has acquired Brazil's ELO Tecnologia.  Itron
Tecnologia has offices and a manufacturing assembly facility in
Campinas and offices in Santiago.


ITRON INC: Actaris Deal Prompts S&P's Negative Creditwatch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Itron Inc. on CreditWatch
with negative implications.  The CreditWatch placement follows
the company's report that it has signed an agreement to acquire
Luxembourg-based Actaris Metering Systems, a European manufacturer
of electric, gas, and water meters, for more than $1.6 billion.
Itron had total debt of approximately $469 million as of
Dec. 31, 2006.

"The CreditWatch placement reflects the increased financial risk
associated with this type of transformational acquisition," said
Standard & Poor's credit analyst James Siahaan.

Although Itron's annual revenues will more than double with the
purchase, its debt levels will increase by a more than
commensurate amount.  The majority of the acquisition price is
expected to debt financed, through a new $1.1 billion credit
facility along with more than $325 million of cash on hand.  The
company indicates that equity proceeds (via a private placement in
public equity, or PIPE transaction) of roughly $235 million will
be used to fund a part of the transaction price as well.  

Itron's business risk profile is expected to improve somewhat, as
Actaris provides the company with increased geographic and product
diversity, coming by way of a strong foothold in the European
market and the production of water and gas meters.  This should
provide additional opportunity for Itron to bundle its automated
meter reading technology to a wider array of utilities.
  
Standard & Poor's will resolve the CreditWatch placement following
a meeting with management to discuss the acquisition in greater
detail.  The resolution of the CreditWatch will weigh the expected
improvement in Itron's business risk profile and the company's
financial policies against the additional leverage that will
result from the transaction.


JABIL CIRCUIT: Moody's Cuts Corp. Family Rating to Ba1 from Baa3
----------------------------------------------------------------
Moody's Investors Service downgraded Jabil Circuit, Inc.'s issuer
rating to Ba1 (corporate family rating) and the senior unsecured
note rating to Ba2 from Baa3, while continuing to keep the
company's rating under review for possible downgrade.  Moody's
first placed Jabil's rating under review for possible downgrade in
November 2006.  Continuation of the review process reflects
continued uncertainty vis-a-vis Jabil's credit and liquidity
profile mainly due to issues surrounding delays in its filing of
audited financial statements.

"While Moody's continues to believe that Jabil is a leader in the
North American EMS industry, a confluence of events/issues over
the past nine months has led Moody's to downgrade Jabil's rating",
according to Tom Wu, Vice President -- Senior Analyst.  Each of
these issues on its own probably would not have resulted in a
downgrade.  

The current rating action reflects the combined impact of:

   (1) Jabil's continued inability to file its financial
       statements as a result of the on-going investigations over
       its stock options practices;

   (2) the possibility of acceleration by bondholders due to a
       potential covenant breach as a result of the delayed filing
       of financial statements.  Jabil has the option to seek a
       consent waiver from its bondholders to extend deadlines
       imposed under any such acceleration.  Jabil's total
       available liquidity (assuming it has full access to its
       remaining revolvers) should cover such an acceleration, but
       not by a wide margin, which is a concern for Moody's;

   (3) a protracted investigation thus far which inevitably would
       serve as a major distraction for management in an industry
       where management focus and execution are key competitive
       differentiations;

   (4) significant negative free cash flow generation in recent
       months due in part to increasing working capital, based on
       Moody's estimates, which has reduced Jabil's cash balance
       to a level which does not provide as much financial
       flexibility;

   (5) increase in leverage from 1.6x EBITDA to over 3x on a pro
       forma basis as a result of the debt financed acquisition of
       Taiwan Green Point Enterprises; and

   (6) integration risks associated with a sizable ($900 million)
       acquisition.

Moody's decision to maintain Jabil's rating under review for
further possible downgrade reflects the continued uncertainty
surrounding Jabil's ability to timely file its financial
statements, how Jabil will address requirements vis-a-vis its
bondholders and related liquidity implications, if any.

Moody's will most likely stabilize Jabil's ratings outlook if
Jabil is able to successfully bring the options investigation to a
conclusion in a timely manner without triggering an acceleration
by its creditors.  In the longer term, Jabil will need to: address
concerns in managing the business now with increased leverage;
demonstrate evidence of successful integration of Green Point and
management's ability to refocus itself on core execution; and
re-establish a track record of generating sustainable free cash
flow.

The ratings reflect both the overall probability of default of the
company under Moody's loss-given-default framework, to which
Moody's assigned a PDR of Ba1, and a loss-given-default of LGD-5
for the senior unsecured notes.  The Ba2 rating on the notes
reflects the structural subordination of this debt relative to
debt and trade claims residing at the operating subsidiaries under
Moody's LGD framework. See credit opinion for more information.

These ratings were downgraded and kept under review for possible
downgrade:

   * Corporate Family Rating to Ba1 from Baa3;

   * $300 million senior unsecured notes due 2011 to Ba2, LGD5,
     83% from Baa3

Moody's also assigned a Probability of Default Rating of Ba1.

Jabil Circuit, Inc., headquartered in St. Petersburg, Florida, is
an electronic product solutions company providing comprehensive
electronics design, manufacturing and product management services
to global electronics and technology companies in the networking,
telecommunications, computing and storage, peripherals, consumer
products, automotive and instrumentation and medical industries.


JP MORGAN: Moody's Affirms Junk Rating on $17 Mil. Class J Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of seven classes of J.P. Morgan
Commercial Mortgage Finance Corp., Mortgage Pass-Through
Certificates, Series 2000-C9 as:

-Class A2, $375,640,592, Fixed, affirmed at Aaa

   -- Class X, Notional, affirmed at Aaa
   -- Class B, $36,647,000, WAC, affirmed at Aaa
   -- Class C, $38,683,000, WAC, affirmed at Aa
   -- Class D, $10,179,000, WAC, affirmed at Aaa
   -- Class E, $28,503,000, WAC, upgraded to Aa1 from A2
   -- Class F, $14,251,000, WAC, upgraded to A1 from Baa2
   -- Class G, $14,251,000, Fixed, upgraded to Baa2 from Ba1
   -- Class H, $20,359,000, Fixed, affirmed at B1
   -- Class J, $17,130,562, Fixed, affirmed at C

As of the Feb. 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 31.8%
to $555.6 million from $814.4 million at securitization.  The
Certificates are collateralized by 103 mortgage loans ranging in
size from less than 1.0% to 4.5% of the pool with the top 10 loans
representing 36.0% of the pool.  Twenty-eight loans, including
eight of the top 10 loans, have defeased and are collateralized by
U.S. Government securities.  The defeased loans represent 49.1% of
the pool.  The largest defeased loans include International
Airport Center Los Angeles ($25.7 million - 4.3%), Atlantic
Development I ($21.9 million - 3.6%), Circle Park Apartments
($21.8 million - 3.6%), Penn Mar Shopping Center ($21.3 million -
3.5%) and Abbey Portfolio I ($20.0 million - 3.3%).

Fifteen loans have been liquidated from the pool resulting in
aggregate realized losses of approximately $28.1 million.  One
loan, representing less than 1.0% of the pool, is in special
servicing. Moody's projects a loss of approximately $550,000 for
this specially serviced loan.  Twenty-one loans, representing
26.4% of the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2005 operating results for
93.9% of the performing loans and partial- year 2006 operating
results for 38.6% of the performing loans.  Moody's loan to value
ratio for the conduit portion pool, excluding defeased loans and
shadow rated loans, is 82.4%, compared to 87.0% at Moody's last
full review in November 2005 and compared to 85.4% at
securitization.  Moody's is upgrading Classes E, F and G due to a
high percentage of defeased loans, improved overall pool
performance and increased subordination levels.  Classes D and E
were upgraded on Dec. 8, 2006 based on a Q tool based portfolio
review.

The top three non-defeased loans represent 12.8% of the pool. The
largest non-defeased loan is the 8500 Wilshire Loan of
$12.6 million (4.5%), which is secured by a 100,000 square foot
office building located in Beverly Hills, California.  Built in
1962, approximately 50.0% of the space is used as medical space.
As of June 2006 the property was 97.0% occupied, compared to 95.0%
as of April 2005, and compared to 100.0% at securitization.
Performance is in line with Moody's expectations.  Moody's LTV is
87.0%, compared to 88.7% at last review and compared to 93.1% at
securitization.

The second largest conduit loan is Hickory Hospitality Portfolio
Loan of $11.8 million (4.2%), which is secured by four North
Carolina limited service hotels containing a total of with 388
rooms.  Two properties are located in Hickory.  There is also a
Comfort Inn (built in 1992) located in Lincolnton and a Holiday
Inn Express (built in 1997) located in Pineville.  The portfolios
face competition from newer properties; however, performance has
improved since Moody's last full review.  Occupancy is 66.0%,
compared to 57.0% at last review.  For the trailing 12-month
period ending September 2006, RevPAR was $42.01, compared to
$37.19 for the same period in 2005.  Moody's LTV is 97.9%,
compared to in excess of 100.0% at last review and compared to
92.4% at securitization.

The third largest conduit loan is the Phoenix Northgate Business
Center Loan of $11.7 million (4.1%), which is secured by a 145,000
square foot industrial/office building located in Phoenix,
Arizona.  Built in 1999, the property is 100.0% leased to EFTC
Corporation, whose lease expires in July 2007.  Moody's LTV is
77.9%, compared to 71.4% at last review and compared to 81.5% at
securitization.

The pool's collateral is a mix of U.S. Government securities
(49.1%), multifamily (11.5%), office (11.4%), retail (10.3%),
industrial and self storage (9.7%), healthcare (4.1%) and lodging
(3.9%).  The collateral properties are located in 27 states.  The
top five state concentrations are California (23.3%), Maryland
(10.7%), Illinois (9.5%), New York (7.0%) and New Jersey (6.7%).
All of the loans are fixed rate.


KINGSLAND IV: S&P Rates $14.9 Million Class E Notes at BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Kingsland IV Ltd./Kingsland IV Corp.'s $448.9 million
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 credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes and income notes;

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

     -- The experience of the portfolio manager; and

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

                        Kingsland IV Ltd.
                        Kingsland IV Corp.

   
        Class                     Rating           Amount
        -----                     ------           ------
        A-1                       AAA        $308,100,000
        A-1R                      AAA         $60,000,000
        B                         AA          $22,900,000
        C                         A           $25,000,000
        D                         BBB-        $18,000,000
        E                         BB          $14,900,000
        Subordinated notes        NR          $36,100,000
   
                          NR -- Not rated.


KNOBIAS INC: Inks Letter of Intent for Proposed Debt Restructuring
------------------------------------------------------------------
Knobias Inc. has entered into a Letter of Intent regarding a
proposed restructuring of its debt and equity capitalization, and
an amendment of certain outstanding agreements.

Pursuant to the Letter of Intent, the principal terms of the
restructuring include:

   (i) the conversion of all outstanding indebtedness, including
       accrued interest and penalties, into a newly established
       Series B convertible preferred stock of the company,

  (ii) the exchange of certain indebtedness of the company in the
       principal amount of approximately $250,000 into a 4-year
       subordinated loan,

(iii) the amendment of the company's outstanding Series A
       Convertible Preferred Stock to eliminate certain rights,
       preferences and privileges of the Series A Preferred
       Stock,

  (iv) an offer by the company to the holders of the Series A
       Preferred Stock to convert such Preferred Stock into
       common stock of the company,

   (v) the agreement by certain officers of the company to
       terminate their existing employment agreements and enter
       into new six-month agreements with the company,

  (vi) the agreement by the company and all holders of existing
       warrants and options to cancel such outstanding warrants
       and options, and

(vii) retiring of $200,000 in notes form a senior secured lender
       which will, in consideration thereof, waive interest and
       penalties.

In connection with the Restructuring, the company expects a
financing commitment pursuant to which the company will receive a
minimum of $1.5 million of new capital in the form of a senior
secured convertible note.  In advance of the closing of the New
Financing, the company expects ones of its lenders to provide
bridge financing to meet certain of the company's immediate cash
needs.

Prior to the closing of the New Financing, the holders of the new
Series B Preferred Stock will own 75% of the fully diluted stock
of the company, and assuming the holders of the existing Series A
Preferred Stock accept the exchange offer, those holders will own
14% of the fully diluted stock of the company.

As part of the Restructuring, the majority holders of the new
Series B Preferred Stock will have the right to designate two of
the company's five directors, and the majority in interest of the
investors in the New Financing will also have the right to
designate two of the company's five directors.  The common equity
shareholders will elect one director out of the 5.

The Board of Directors also approved a resolution to effect a
1-for-100 reverse stock split, subject to the receipt of
shareholder approval.

It is anticipated that the Restructuring, except for the
1-for-100 reverse stock split, will be completed within the
next two weeks.

                          About Knobias

Knobias, Inc. (OTCBB: KNBS) -- http://www.knobias.com/-- is a  
financial information services provider that has developed
financial databases, information systems, tools and products
following over 14,000 U.S. equities.  Knobias markets its products
and services to individual investors, day-traders, financial-
oriented websites, public issuers, brokers, professional traders,
hedge funds and other institutional investors.  Knobias offers a
range of financial information products from proprietary and third
party databases via a single, integrated web-based platform.  
Knobias is uniquely capable of combining third party databases,
news feeds, and other financial content with internally generated
content and analysis to create value-added, cost-effective
information solutions for all market participants.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Apr. 24, 2006,
Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about Knobias, Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
recurring operating losses.

The company's balance sheet at Sept. 30, 2006, showed $367,721 in
total assets and $4,478,851 in total liabilities, resulting in a
stockholders' deficit of $4,111,130.


LAMAR ADVERTISING: S&P Holds Ratings and Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Baton Rouge, Louisiana-headquartered Lamar Advertising Co. and its
subsidiary, Lamar Media Corp., to stable from positive.  Ratings
on the company, including the 'BB-' corporate credit rating,
were affirmed.

"The outlook revision reflects the expectation that Lamar is
likely to maintain credit protection measures consistent with the
current rating over the intermediate term following its
announcement of a $325 million special dividend and a new
$500 million stock repurchase program," said Standard & Poor's
credit analyst Ariel Silverberg.

In addition, Lamar has $100 million remaining under its existing
$250 million share repurchase program established in August 2006.
Total lease-adjusted debt as of December 2006 was $2.7 billion,
although debt is expected to increase in 2007 to fund the dividend
and additional share repurchases.

Standard & Poor's believes that share repurchases and dividends
over the intermediate term could exceed $900 million--a meaningful
amount of which would be funded with debt.  Although Lamar
generated about $365 million in cash flow from operations in 2006,
it increased debt in 2006 by more than $400 million to help fund
$223 million in capital expenditures, more than $200 million in
acquisitions, and more than $340 million in share repurchases.  As
a result, total lease-adjusted debt to EBITDA increased to 5x at
December 2006, from 4.6x at December 2005.

Given that capital spending and acquisitions, are likely to
utilize a significant portion of operating cash flow in 2007,
Lamar is expected to increase debt balances to complete the
dividend and new share repurchase program.   

Assuming Lamar completes the old repurchase program and half of
the new one, total lease-adjusted debt to EBITDA could increase to
near 6x in 2007.

The 'BB-' corporate credit rating reflects Lamar's highly
leveraged capital structure and significant share repurchases.
This is tempered by the company's satisfactory business profile as
a market leader in small-to-midsize markets, with high and stable
margins, as well as its strong cash flow generation.


LAZARD LTD: December 31 Balance Sheet Upside-Down by $240.3 Mil.
----------------------------------------------------------------
Lazard Ltd. reported that at Dec. 31, 2006, its balance sheet
showed total assets of $3.2 billion and total liabilities of
$3.4 billion, resulting in a total stockholders' deficit of
$240.3 million.

The company earned $236.2 million for the year ended Dec. 31,
2006, from pro forma net income of $172.3 million for the year
ended Dec. 31, 2005.  Operating income for the full year 2006
increased 31% to $327.2 million, compared to pro forma
$248.9 million for 2005.

For the full year 2006, operating revenue increased 16% to a
record $1.57 billion compared to $1.36 billion for 2005.  Net
income, before exchange of outstanding exchangeable interests for
the full year 2006, increased 44% to $93 million compared to pro
forma income from continuing operations of $64.5 million for 2005.

Net income on a fully exchanged basis for the fourth quarter of
2006 increased by 50% to $85.8 million from $57.3 million for the
fourth quarter of 2005.  Operating income increased by 49% to
$115.2 million for the fourth quarter of 2006, from $77.1 million
for the fourth quarter of 2005.  

Operating revenue for the fourth quarter of 2006 increased by 27%
to $491.5 million, from $387.7 million for the fourth quarter of
2005.  Net income before exchange of outstanding exchangeable
interests for the fourth quarter of 2006 increased 68% to
$36.6 million compared to pro forma income from continuing
operations of $21.7 million for the fourth quarter of 2005.

"Lazard had an exceptional first full year as a publicly traded
firm and these results demonstrate the continued effectiveness of
our simple business model.  We are particularly pleased to have
successfully implemented our three-year plan in Asset Management,"
said Bruce Wasserstein, Chairman and Chief Executive Officer of
Lazard Ltd.  "We are a premium financial services firm that is
committed to excellence, intellectual rigor, integrity and
creativity for our clients on a global scale."

"During 2006, Lazard marked a number of milestones in the history
of the firm.  We are pleased to report record annual revenues in
both Financial Advisory and Asset Management," said Steven J.
Golub, Lazard's Vice Chairman.  

"We advised on a large number of major transactions, including
Pfizer's $16.6 billion sale of its consumer business, the Cerberus
consortium's $14 billion acquisition of a controlling stake in
GMAC, Fisher Scientific's $12.8 billion merger with Thermo
Electron, and Caisse d'Epargne's reorganization of its Caisse des
Depots et Consignations partnership and its negotiations with
Groupe Banque Populaire in the creation of NATIXIS.  We delivered
positive net inflows in Asset Management for the fourth quarter
and the full year, and reached an all time record of over
$110 billion of assets under management.

"In December, we successfully completed our second public equity
offering, raising $349 million for us.  This enables us to invest
in our businesses, furthering our ability to achieve our strategic
vision," noted Golub.  "We also have continued to control costs,
while retaining and attracting talented professionals."

Lazard believes that pro forma results assuming full exchange of
outstanding exchangeable interests provide the most meaningful
basis for comparison among present, historical and future periods.

Financial Advisory revenue increased 13% to $973.4 million for
2006, from $865.3 million for 2005, driven by strong M&A
performance and growth in Corporate Finance and Other revenue
offset by lower Financial Restructuring revenue.  

Asset Management revenue increased 18% to $548.5 million for 2006
compared with $463.7 million for the 2005.

                              Capital    

On Dec. 6, 2006, Lazard Ltd. issued 14,050,400 shares of Class A
common stock, of which 8,050,400 shares were sold by Lazard Ltd.
for net proceeds of $349.1 million and 6,000,000 shares were sold
by its selling shareholders, for which Lazard Ltd did not receive
any proceeds.  The issuance increased the total issued shares, on
a fully exchanged basis, by 8,050,400.

                         About Lazard Ltd.

Lazard Ltd. (NYSE: LAZ) -- http://www.lazard.com/-- one of the  
world's Preeminent financial advisory and asset management firms,
operates from 29 cities across 16 countries in North America,
Europe, Asia, Australia and South America.  With origins dating
back to 1848, the firm provides advice on mergers and
acquisitions, restructuring and capital raising, as well as asset
management services to corporations, partnerships, institutions,
governments, and individuals.


LEAR CORP: Net Loss Decreases to $707.5 Mil. in Year Ended Dec. 31
------------------------------------------------------------------
Lear Corporation's net loss for the year ended Dec. 31, 2006,
decreased to $707.5 million from $1,381.5 million in the year
ended Dec. 31, 2005, reflecting loss on divestiture of the
company's interior business of $636 million in 2006 and goodwill
impairment charges of $1.0 billion in 2005.

Net sales for the year ended Dec. 31, 2006, increased by 4.4%, or
$750 million, to $17,838.9 million from $17,089.2 million in 2005.
New business favorably impacted net sales by $1.9 billion.  The
increase was partially offset by the impact of unfavorable vehicle
platform mix and lower industry production volumes primarily in
North America, which reduced net sales by $1.2 billion.
  
The company's balance sheet at Dec. 31, 2006, showed total assets
of $7,850.5 million, total liabilities of $7,248.5 million, and
total stockholders' equity of $602.0 million.  Lear's total
stockholders' equity at Dec. 31, 2005, was $1,111.0 million.

Gross profit and gross margin were $928 million and 5.2% in 2006,
as compared to $736 million and 4.3% in 2005.  New business
favorably impacted gross profit by $186 million.  Gross profit
also benefited from productivity initiatives and other
efficiencies.  The 2005 period also included incremental fixed
asset impairment charges of $72 million.  The improvements in
gross profit were partially offset by the impact of net selling
price reductions, unfavorable vehicle platform mix and lower
industry production volumes primarily in North America, which
collectively reduced gross profit by $175 million.  Gross profit
was also negatively impacted by higher raw material and commodity
costs.

Selling, general and administrative expenses, including research
and development, were $647 million for the year ended Dec. 31,
2006, as compared to $631 million for the year ended Dec. 31,
2005.  As a percentage of net sales, selling, general and
administrative expenses were 3.6% and 3.7% in 2006 and 2005,
respectively.  The increase in selling, general and administrative
expenses was largely due to inflationary increases in
compensation, facility maintenance and insurance expense, as well
as incremental infrastructure and development costs in Asia,
partially offset by a decrease in litigation-related charges and
the impact of recent census reduction actions.

Interest expense was $210 million in 2006, as compared to
$183 million in 2005.  The increase was largely due to an increase
in short-term interest rates and increased costs associated with
debt refinancings.

                            Cash Flows

Net cash provided by operating activities was $285 million in
2006, as compared to $561 million in 2005.  The net change in sold
accounts receivable resulted in a $589 million decrease in
operating cash flows between periods.  The decrease was partially
offset by the net change in recoverable customer engineering and
tooling, which resulted in a $307 million increase in operating
cash flows between periods.  Decreases in accounts receivable and
accounts payable were a source of $153 million of cash and a use
of $359 million of cash, respectively, in 2006, reflecting the
timing of payments received from customers and made to suppliers.

Net cash used in investing activities was $312 million in 2006, as
compared to $542 million in 2005, reflecting a $221 million
decrease in capital spending between periods.  In 2006, cash
received of $35 million related to the sales of interest in two
affiliates was partially offset by a $21 million indemnity payment
related to 1999 acquisition of UT Automotive, Inc.

Financing activities were a source of $277 million of cash in
2006, as compared to a use of $347 million of cash in 2005.  In
2006, financing activities include the incurrence of an additional
$600 million of term loans due 2010 under primary credit facility,
the issuance of $900 million aggregate principal amount of senior
notes due 2013 and 2016, the repurchase of $1.3 billion aggregate
principal amount (or accreted value) of senior notes due 2008,
2009 and 2022 and the issuance of 8.7 million shares of common
stock in a private placement for a net purchase price of $199
million.

                          Capitalization

In addition to cash provided by operating activities, the company
utilizes a combination of available credit facilities to fund
capital expenditures and working capital requirements.  For the
years ended Dec. 31, 2006, and 2005, the company's average
outstanding long-term debt balance, as of the end of each fiscal
quarter, was $2.4 billion and $2.3 billion, respectively.  The
weighted average long-term interest rate, including rates under
committed credit facility and the effect of hedging activities,
was 7.3% and 6.5% for the respective periods.

The company utilizes uncommitted lines of credit as needed for
short-term working capital fluctuations.  For the years ended
Dec. 31, 2006, and 2005, average outstanding unsecured short-term
debt balance, as of the end of each fiscal quarter, was
$20 million and $38 million, respectively.  The weighted average
interest rate, including the effect of hedging activities, was
4.4% and 3.7% for the respective periods.  The availability of
uncommitted lines of credit may be affected by financial
performance, credit ratings and other factors.  Uncommitted lines
of credit available from banks decreased by approximately
$75 million from Dec. 31, 2005, to Dec. 31, 2006.

                         AREP Merger Deal

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Lear and American Real Estate Partners entered into an agreement
for Lear to be acquired by AREP, in a transaction valued at
approximately $5.3 billion, including the assumption of debt.
Under the terms of the agreement, Lear shareholders would receive
$36.00 per share in cash.  Closing is expected to occur by the end
of the second quarter of 2007.

Under the terms of the agreement, Lear may solicit alternative
proposals from third parties for a period of 45 days from the
execution of the agreement and intends to consider any such
proposals with the assistance of its independent advisors.  In
addition, Lear may, at any time, subject to the terms of the
merger agreement, respond to unsolicited proposals.  If Lear
accepts a superior proposal, a break-up fee would be payable to
AREP.

                           Restructuring

In the second quarter of 2005, the company began to implement
consolidation and census actions in order to address unfavorable
industry conditions.  The actions continued throughout 2005 and
2006 and are part of a comprehensive restructuring strategy
intended to (i) better align manufacturing capacity with the
changing needs of customers, (ii) eliminate excess capacity and
lower operating costs and (iii) streamline organizational
structure and reposition business for improved long-term
profitability.

In connection with the restructuring actions, Lear expects to
incur pretax costs of approximately $300 million through 2007,
although all aspects of the restructuring actions have not been
finalized.  Restructuring and related manufacturing inefficiency
charges were $100 million in 2006 and $104 million in 2005.  The
remainder of the restructuring costs are expected to be incurred
in 2007.

                      Financing Transactions

On April 25, 2006, Lear amended and restated its primary credit
facility.  On Nov. 24, 2006, Lear completed the issuance of
$300 million aggregate principal amount of 8.50% senior notes due
2013 and $600 million aggregate principal amount of 8.75% senior
notes due 2016.  Using the net proceeds from the financing
transactions, the company repurchased EUR194 million aggregate
principal amount of 8.125% senior notes due 2008, $759 million
aggregate principal amount of 8.11% senior notes due 2009 and
outstanding zero-coupon convertible notes due 2022 with an
accreted value of $303 million.  In connection with the
refinancing transactions, Lear recognized a net loss on the
extinguishment of debt of approximately $48 million in 2006.

On Nov. 8, 2006, Lear completed the sale of 8,695,653 shares of
its common stock in a private placement to affiliates of and funds
managed by Carl C. Icahn for a purchase price of $23 per share.
The proceeds of the offering will be used for general corporate
purposes, including strategic investments in the company's core
businesses.

A full-text copy of the financial report can be accessed for free
at http://researcharchives.com/t/s?1a8c

                         About Lear Corp.

Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive interior
systems and components.  Lear provides complete seat systems,
electronic products, electrical distribution systems, and other
interior products.  The company has 104,000 employees at 275
locations in 33 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service placed the long term ratings of Lear
Corporation, corporate family rating at B2, under review for
possible downgrade.  The company's speculative grade liquidity
rating of SGL-2 was affirmed.


LEVITZ HOME: Court Approves Seaman Leases Settlement Agreement
--------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York approved the request of Levitz
Home Furnishings Inc. and its debtor-affiliates to authorize the
execution and the terms of the settlement and release agreement
dated Dec. 15, 2006, as amended on Dec. 18, among Seaman Furniture
Company, Inc., Levitz Furniture, LLC, PLVTZ, LLC, the Landlords,
and Leasehold Agency Associates, Inc.

                        Parties Stipulate

Pursuant to the terms and conditions of a settlement and release
agreement, the parties agree that:

    (1) the Debtors' assumption and assignment of the Paramus,
        Elmhurst and Farmingdale Leases, and the Joint Agreement
        to PLVTZ are deemed approved by the Court;

    (2) the letter of credit required by the Joint Agreement will
        be reduced from $2,050,000 to $840,000;

    (3) the Cure Amounts relating to the assumption and assignment
        of the Leases, and the $329,855 postpetition default
        amount with respect to the Smithtown Lease will be paid by
        a draw by the Agent on the existing letter of credit of:

        -- $288,685 as default cure amounts under the Leases; and
        -- $41,170 as postpetition default amount with respect to
           the Smithtown Lease.

        The Landlords and Agent acknowledge that all other
        rejection damages relating to the Smithtown Lease were
        satisfied by the Agent's previous draw on the Existing L/C
        aggregating $879,522;

    (4) the assumption and assignment of the Leases will be free
        and clear of all liens, claims and encumbrances through
        the date of the Court's approval of the stipulation and
        agreed order, with any liens, claims and encumbrances
        attaching to the proceeds of the transaction;

    (5) any objections to the Assignment that has not been
        withdrawn, waived or settled, and all reservations of
        rights included in the objections or addressed by the
        Order are overruled;

    (6) all persons holding interests in, or claims against, the
        Debtors are, forever barred, estopped, and permanently
        enjoined from asserting the claims or interests of any
        kind or nature whatsoever against PLVTZ, Debtors or their
        estates.  PLVTZ will indemnify the Landlords and Agent
        against any interests or claims relating to the Leases
        arising prior to the final entry of the order approving
        the stipulation; and

    (7) following the final entry of the Order, no holder of an
        interest in, or claim against, the Debtors or their
        estates will interfere with PLVTZ's right to use and
        enjoyment of the Leases based on, or related to, the
        interest or claim, or any actions that the Debtors might
        take.

The parties further agree that the joint request is deemed
"settled and resolved".

Accordingly, the request filed by Debtors and PLVTZ to assign the
Seaman Leases to PLVTZ is deemed settled and resolved.

                   About Levitz Home Furnishings

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- retails furniture in the United  
States with 121 locations in major metropolitan areas principally
the Northeast and on the West Coast of the United States.  The
Company and its 12 affiliates filed for chapter 11 protection on
Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case No. 05-45189).  David G.
Heiman, Esq., and Richard Engman, Esq., at Jones Day, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they reported
$245 million in assets and $456 million in debts.  Jay R. Indyke,
Esq., at Kronish Lieb Weiner & Hellman LLP represents the Official
Committee of Unsecured Creditors.  Levitz sold substantially all
of its assets to Prentice Capital on Dec. 19, 2005.  (Levitz
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LIBERTY MUTUAL: Moody's Rates Proposed Junior Notes at Ba1
----------------------------------------------------------
Following the report of a review for possible upgrade of the
senior debt ratings of Liberty Mutual Group Inc. and of the
surplus notes of Liberty Mutual Insurance Company, Moody's
Investors Service has assigned a Ba1 rating to LMGI's proposed
offering of junior subordinated notes in two tranches, due 2067
and 2087, respectively, and placed this rating immediately on
review for possible upgrade.  The deal size has not been
finalized, but is expected to be between $500 million and
$1 billion.

Moody's Ba1 rating on the junior subordinated notes, to be issued
in two tranches due 2067 and 2087, is based on the junior
subordinated ranking of these instruments, and considers the
structural priority of claim for holders of the company's Baa3-
rated senior unsecured debt, as well as the fundamental credit
profile of the Liberty Mutual group.  Moody's noted that an
upgrade in LMGI's senior unsecured debt would also lead to an
upgrade of the junior subordinated debentures.  The junior
subordinated debentures will be guaranteed by Liberty Mutual
Holding Company Inc. and by LMHC Massachusetts Holdings Inc.

Moody's stated that it expects to complete its rating review in
the coming few weeks.

Because of certain equity-like features contained in these junior
subordinated notes, Moody's has accorded them "Basket D" treatment
at the time of issuance on Moody's Hybrid Debt-Equity Continuum,
and will consider them initially to be 75% equity and 25% debt for
financial leverage calculations.  Basket D treatment will continue
for each of the tranches, assuming that they remain outstanding,
until 50 years prior to their final maturity.  After this time but
only until 30 years prior to maturity they will be treated as
"Basket C" instruments (50% equity and 50% debt).  Beginning 30
years prior to maturity, the instruments will be accorded "Basket
B" treatment (25% equity, 75% debt) for 10 years.  Thereafter, the
basket shifts to A until final maturity.  Interest payments on the
junior subordinated notes will be taken as presented under GAAP
and incorporated into the fixed charge coverage ratio.

Moody's said that the basket designations, which capture the main
contributing equity-like features of the junior subordinated
notes, are based on the following rankings on the three dimensions
of equity:

No Maturity -- Strong

The notes carry final maturities exceeding 50 years at date of
issuance, and are redeemable at the option of the issuer but with
legally binding Replacement Capital Covenants for the benefit of
certain more senior creditors.  Under the terms of the RCCs, the
Issuer, its Guarantors, or its Subsidiaries are obligated to
replace the securities with the same or more equity-like
securities, which are clearly specified.  If other than the
Liberty Mutual Group issues the replacement securities, they will
not count as replacement securities for purposes of the RCC unless
proceeds from their issuance have been downstreamed or upstreamed
to the Issuer, as the case may be.  The company will receive upon
closing an opinion from counsel that the RCC's are legally
enforceable.

No On-Going Payments - Moderate

There is deferral of interest payments for up to 10 years at the
option of the issuer, with an Alternative Payment Mechanism
requirement at the earlier of 5 years of deferral or when cash
payments are resumed.  Acceptable APM settlement securities
include benign preferred securities and Mandatorily Convertible
Preferred Stock as well as common stock and warrants.  Any
deferred interest is limited to a maximum claim of 2 years plus a
preferred claim for any unused portion up to the 25% limit.

Moody's noted that the APM settlement securities can be issued by
the Liberty Mutual Group, its Guarantors, or its Subsidiaries.
Similar to the RCCs, any proceeds received from settlement
securities issued by its Guarantors and Subsidiaries must be
downstreamed or upstreamed, as the case may be, to satisfy the
Liberty Mutual Group's interest payment obligations.  

In addition, since Liberty Mutual Group is a mutual company, it
does not have the ability today to issue Mandatorily Convertible
Preferred Stock, common equity, and warrants.  However, the
company has made significant progress toward the completion of
approvals necessary to list the company's common stock, should it
decide to do so, thus providing us with comfort that these types
of settlement securities could potentially be available.

Loss Absorption - Moderate

The notes have a deeply junior subordinated status, with limited
creditor rights.

Moody's most recent rating action on Liberty Mutual was on
February 26, 2007, when the rating agency placed the ratings of
the long-term debt of Liberty Mutual Group Inc. and of the surplus
notes of Liberty Mutual Insurance Company on review for possible
upgrade.

Liberty Mutual Group Inc., based in Boston, is a mutual holding
company that provides personal and commercial insurance products
both domestically and internationally.  On a GAAP basis, for the
full year 2006, the group reported net income of $1.6 billion and
earned premiums of $19.9 billion.  As of Dec. 31, 2006, LMGI
reported consolidated GAAP policyholders' equity of $10.9 billion
and total assets of $85.5 billion.


LIBERTY MUTUAL: S&P Rates Junior Subordinated Notes at BB+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Liberty Mutual Group Inc.'s junior subordinated notes, which are
being issued under Rule 144A.  The deal size has not been
finalized but is expected to be between $500 million and
$1 billion.  The notes will have a final maturity date of either
2067 or 2087.

The notes are expected to qualify for equity treatment under
Standard & Poor's criteria for hybrid securities, based on a
review of preliminary documentation.  A final determination will
be made when the final documentation is reviewed.

"Our ratings on LMGI reflect the prominent position of its
affiliated insurance companies (collectively referred to as
Liberty) in the U.S. property/casualty insurance market; a very
well-diversified business mix by product, distribution channel,
and geographic region; and strong capital adequacy," explained
Standard & Poor's credit analyst John Iten.

"Partially offsetting these strengths are Liberty's underwriting
performance, which has improved but not to the extent seen at many
of the company's competitors; claims reserves that we believe may
require additional strengthening; quality-of-capital concerns
related to the amount of surplus derived from retroactive
reinsurance transactions at Liberty Mutual Insurance Co. (LMIC);
and reduced financial flexibility."

The notes are guaranteed by Liberty Mutual Holding Co. Inc. and
LMHC Massachusetts Holdings Inc., but the rating is not dependent
on these guarantees.

At year-end 2006, LMGI had consolidated debt outstanding of about
$3.35 billion.  Consolidated debt leverage was 23.6%.  Financial
leverage was also 23.6% as the company had no hybrid securities
outstanding.  Pro forma for this issue, LMGI's debt and financial
leverage will be 22.1% and 28.7%, respectively.  LMGI will use the
proceeds for general corporate purposes, including strengthening
its insurance company subsidiaries' capitalization.
     
LMGI is an intermediate holding company that directly owns Liberty
Mutual Insurance Co., Liberty Mutual Fire Insurance Co., and
Employers Insurance Co. of Wausau, a Mutual Co., which are the
Liberty Mutual group's primary property/casualty insurance
companies.  The group writes a diversified mix of both commercial
and personal lines coverages and is the sixth-largest U.S.
property/casualty insurer based on 2005 direct premiums written.

Standard & Poor's expects Liberty's underwriting results in 2007
to remain strong, though the rating agency expects a modest
decline from the 2006 level as rates continue to soften in
virtually all lines.  Standard & Poor's expects Liberty's
GAAP combined ratio to be slightly more than 100% in 2007 assuming
a normal catastrophe year.  Capital adequacy is expected to remain
at a level consistent with the rating.  

Standard & Poor's expect domestic premium growth to slow as rate
competition continues, though premium growth is likely to be
faster than for the industry as a whole given Liberty's
performance in 2006.  International operations should contribute
to above average premium growth.  

Financial leverage is expected to decline modestly in 2007 as
shareholders' equity rises.  GAAP fixed-charge coverage, 10x for
2006, is expected to decline in 2007 due to higher interest
expense and modestly lower underwriting results but should remain
strong for the rating category.


M/I HOMES: Moody's Cuts Corporate Family Rating to Ba3 from Ba2
---------------------------------------------------------------
Moody's lowered the ratings of M/I Homes, including its corporate
family rating to Ba3 from Ba2 and senior unsecured notes to Ba3
from Ba2.  The ratings outlook remains negative.

The downgrade was prompted by expectations of challenging
homebuilding market conditions lasting throughout 2007, the
possibility that the company may violate its bank interest
coverage covenant in the fourth quarter of 2007, and the company's
lower-than-expected cash flow generation.  

Although cash flow from operations equaled $80 million during the
fourth quarter of 2006, it was a negative $102 million for the
last twelve-month period ended Dec. 31, 2006.  However, in 2007,
Moody's does expect the company to work down its total dollar
inventory, thereby reducing working capital needs and building up
positive cash flow.

The negative outlook reflects Moody's expectation that the
company's earnings will continue to decline in 2007, thus
pressuring related credit metrics, particularly interest coverage,
gross margins, and return on assets.  The outlook also takes into
consideration that M/I Homes derives a significant proportion of
its revenues and operating income from markets in Florida and the
Midwest that are continuing to undergo a considerable correction.

The ratings acknowledge the company's historically conservative
and disciplined growth strategy as well as growing equity base.

Going forward, the company's outlook and ratings could stabilize
if the headroom under the interest coverage covenant were to widen
significantly and the company were to become strongly free cash
flow positive on an LTM basis.  

The ratings could be reduced again if any of these were to occur:

   -- the company remains free cash flow negative on an LTM basis,

   -- the company's interest coverage declines to the point where
      only a substantial improvement in projected rolling four
      quarter EBITDA or sizable reduction in interest expense
      could prevent the company from violating the covenant,

   -- debt leverage exceeds 55% for longer than a brief amount of
      time, or

   -- earnings before option abandonment and land impairment
      charges turn negative for more than one quarter.

These rating actions were taken:

   -- Corporate family rating downgraded to Ba3 from Ba2;

   -- Probability of default rating downgraded to Ba3 from Ba2;

   -- Senior unsecured debt ratings downgraded to Ba3 from Ba2;

   -- LGD assessment and rate on the senior unsecured debt
      confirmed at LGD4, 56%;

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes, Inc.
sells homes under the trade names M/I Homes, Showcase Homes, and
Shamrock Homes, with homebuilding operations located in Columbus
and Cincinnati, Ohio; Indianapolis, Indiana; Tampa, Orlando, and
West Palm Beach, Florida; Charlotte and Raleigh, North Carolina;
Delaware; and the Virginia and Maryland suburbs of Washington,
D.C.  Revenues and net income for the fiscal year ended
Dec. 31, 2006 were $1.36 billion and $39 million, respectively.


MACDERMID INC: S&P Junks Rating on Proposed $465 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to MacDermid Inc.'s proposed $560 million senior
secured credit facilities, based on preliminary terms and
conditions.  The 'B+' bank loan rating and the '1' recovery rating
indicate the rating agency's expectation that lenders will
experience full (100%) recovery of principal in a payment default
scenario.

Standard & Poor's also assigned its 'CCC+' rating to the proposed
$250 million senior unsecured notes due in 2014 and to the
proposed $215 million senior subordinated notes due 2017.  Both
note issues are rated two notches below the expected 'B' corporate
credit rating to reflect the substantial amount of priority debt
in the capital structure.

Standard & Poor's said that its 'BB+' corporate credit rating and
other existing ratings on MacDermid remain on CreditWatch with
negative implications, where they were placed on Sept. 6, 2006.
The ratings were placed on CreditWatch after the disclosure that
MacDermid received a proposal letter from the investor group
consisting of Daniel H. Leever, MacDermid's chairman and chief
executive officer, Court Square Capital Partners, and Western
Presidio to purchase all of its outstanding common stock at
$32.50 per share.  Subsequently, the merger agreement was signed
on Dec. 15, 2006, with a purchase price of $35.00 per share.

The investor group will use proceeds from the new bank credit
facilities, the senior unsecured notes, and the senior
subordinated notes to finance the acquisition of MacDermid in a
transaction valued at about $1.3 billion.

Upon successful completion of the acquisition and proposed
financing, Standard & Poor's will resolve the CreditWatch listing.
"We will lower the corporate credit rating on MacDermid to 'B'
from 'BB+' to reflect the substantial increase in debt and
subsequent deterioration of the financial profile," said
Standard & Poor's credit analyst David Bird.

"We also expect to withdraw all of the ratings on the existing
debt instruments upon closing of the proposed refinancing."

After the completion of the pending transaction, the ratings on
MacDermid will reflect its satisfactory business position, offset
by a highly leveraged financial profile.  MacDermid manufactures
and markets specialty chemicals to a variety of industries,
including graphic arts, electronic materials, and metal finishing.
Graphic arts include liquid and solid-sheet photopolymer plates
for flexographic printing, and offset blankets for the offset
printing segment.  In electronic materials, the company focuses
on chemicals used in the fabrication of printed circuit boards.
Metal finishing products include decorative and functional metal
and plastic plating, andsurface treatment chemicals used in a
variety of end-markets, including automotive, electronic
equipment, and appliances.

MacDermid, with more than $800 million in annual sales, benefits
from solid business positions, with leading market shares in
products that make up a majority of sales.


MADISON PARK: Moody's Rates $21 Million Class E Notes at Ba2
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Madison Park Funding IV, Ltd.:

   (1) Aaa to the  $200,000,000 Class A-1a Floating Rate Notes Due
       2021;

   (2) Aaa to the  $50,000,000 Class A-1b Floating Rate Notes Due
        2021;

   (3) Aaa to the  $110,000,000 Class A-2 Floating Rate Notes Due
       2021;

   (4) Aa2 to the  $31,250,000 Class B Floating Rate Notes Due
       2021;

   (5) A2 to the  $30,000,000 Class C Deferrable Floating Rate
       Notes Due 2021;

   (6) Baa2 to the  $20,000,000 Class D Deferrable Floating Rate
       Notes Due 2021;

   (7) Ba2 to the  $21,000,000 Class E Deferrable Floating Rate
       Notes Due 2021;

   (8) Baa2 to the  $3,000,000 Class Y Combination Notes Due 2021;
       and

   (9) Aaa to the  $10,000,000 Class Z Combination Notes Due 2021.

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 ratings of the
Combination Securities address only the ultimate receipt of the
"Rated Principal Amount".

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of senior
secured loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

Credit Suisse Alternative Capital, Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


MERITAGE HOMES: S&P Lifts Corporate Credit Rating to BB from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Meritage Homes Corp. to 'BB' from 'BB-'.  At the same
time, the outlook was revised to stable from positive.

Additionally, the ratings on roughly $479 million of senior
unsecured notes were raised to 'BB' from 'BB-'.  Finally, a 'B+'
rating was assigned to a $150 million senior subordinated note
offering.

"The upgrade acknowledges the company's demonstrated investment
discipline through the early stages of the housing downturn and a
commitment to conservative financial policies," said credit
analyst Tom Taillon.

"Meritage's modest exposure to owned land, a focus on rapid
inventory turnover, and solid balance sheet should enable the
homebuilder to weather a material contraction in sales and
positions the company to improve its operating platform when the
market recovers."

The stable outlook reflects management's slowing land investment
plans, manageable capital needs, and good near-term liquidity.  
Standard & Poor's expectations for sharply lower earnings preclude
further positive ratings momentum at this time.  The ratings or
outlook would be adversely affected if weaker-than-anticipated
market conditions materially weaken Meritage's covenant cushion or
if management deviates from its disciplined investment strategy
and raises leverage to aggressively acquire distressed land
parcels or competitors.


MESABA AVIATION: NY Court Approves Sale to Northwest Airlines
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Northwest Airlines Corp. and its debtor-affiliates to
enter into a stock purchase and reorganization agreement with
Mesaba Aviation, Inc.

Subject to (i) a plan of reorganization becoming effective in
Mesaba's bankruptcy case that implements the terms of the
Agreement, and (ii) consummation of the Closing of the
transactions contemplated by the Agreement, Judge Gropper granted
Mesaba a $145,000,000 allowed general unsecured claim plus
interest, in Northwest's bankruptcy case.  The Mesaba Allowed
Claim is not subject to reconsideration pursuant to Rule 3008 of
the Federal Rules of Bankruptcy Procedure or Section 502(j) of
the Bankruptcy Code.

The Air Line Pilots Association, International, sought to reserve
its rights to pursue a grievance under its agreement with
Northwest in relation to actions that may be taken by Northwest
pursuant to or following its transaction with Mesaba.

ALPA pointed out that after the Mesaba Agreements were reached,
Northwest announced that 36 CRJ-900 aircraft it has ordered would
be placed in service at Mesaba.  The aircraft can be configured
to carry between 51 and 76 passengers.

ALPA noted that its new collective bargaining agreement with
Northwest provides that if the Debtors establish a feeder carrier
which is an affiliate and which operates 51-76 seat aircraft,
they must comply with certain provisions set out in the CBA.

ALPA is the exclusive bargaining representative of Northwest
Airlines pilots.  ALPA has filed a grievance challenging
Northwest's actions under the CBA.

Under the CBA, a "Feeder Carrier" is one that "conducts
operations pursuant to a capacity purchase, fee for scheduled
block hours, fee for departure or similar basis for the Company
and is engaged in code sharing with the Company [.]"

ALPA argued that NOrthwest's announced intent to place CRJ-900
aircraft at Mesaba after the transactions are approved and
consummated implicate the provisions of the CBA.  However,
Northwest will have established a Feeder Carrier affiliate
without complying with the CBA.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
Washington D.C., representing Northwest, pointed to the NY Court
that the ALPA's response does not constitute an objection and
does not set forth any basis for denying the request.

"ALPA brings to the [NY] Court's attention the fact that Northwest
and ALPA have different interpretations of the collective
bargaining agreement extant between Northwest and its pilots,
which agreement provides a mechanism for resolving such a
dispute," Mr. Ellenberg said.

Judge Gropper said the NY Court will retain jurisdiction with
respect to any matters, claims, rights or disputes arising from
or related to the implementation of the NY Court order.

                 About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  On Feb. 15, 2007, the Debtors
filed an Amended Plan & Disclosure Statement.  The hearing to
consider the adequacy of the Disclosure Statement has been
scheduled for March 26, 2007.

                      About Mesaba Aviation

Headquartered in Eagan, Minn., Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a   
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  The Debtor filed its
Plan of Reorganization on Jan. 22, 2007.  It filed its Disclosure
Statement two days later on Jan. 24, 2007.  The hearing to
consider the adequacy of the Debtor's Disclosure Statement has
been set for Feb. 27, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 58; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MICROISLET INC: Files Compliance Plan with American Stock Exchange
------------------------------------------------------------------
MicroIslet, Inc. filed on Feb. 26, 2007, a plan with the American
Stock Exchange outlining the actions it proposes to take to bring
it into compliance with AMEX's continued listing standards
relating to minimum stockholders' equity.

As reported in the Troubled Company Reporter on Feb. 7, 2007,
MicroIslet had been informed that it was not in compliance with
AMEX's continued listing standards relating to minimum
stockholders' equity and was afforded the opportunity to submit a
plan of compliance to the AMEX by Feb. 26, 2007.

If AMEX accepts the plan, the company may be able to continue its
listing during the plan period, during which time the company will
be subject to periodic review to determine whether it is making
progress consistent with the plan.  If AMEX does not accept the
company's plan or if the company does not make progress consistent
with the plan during the plan period or if the company is not in
compliance with the continued listing standards at the end of the
plan period, AMEX may then initiate delisting proceedings.

Headquartered in San Diego, California, MicroIslet Inc.
(AMEX:MII) -- http://www.microislet.com/-- engages in  
Biotechnology research and development in the field of medicine
for people with diabetes.  MicroIslet's patented islet
transplantation technology, licensed from Duke University,
includes methods for cryopreservation and microencapsulation.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Deloitte & Touche LLP, in San Diego, California, raised
substantial doubt about MicroIslet's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's substantial operating losses and negative
operating cash flows.


ML-CFC: S&P Rates $11 Million Class P Certificates at B-
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ML-CFC Commercial Mortgage Trust 2007-5's
$4.426 billion commercial mortgage pass-through certificates
series 2007-5.

The preliminary ratings are based on information as of
Feb. 22, 2007.  ubsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3,
A-SB, A-4, A-1A, AM, AJ, B, C, and D are currently being offered
publicly.  The remaining classes will be offered privately.
Standard & Poor's analysis determined that, on a weighted average
basis, the pool, excluding the Peter Cooper Village and Stuyvesant
Town loan, has a debt service coverage of 1.28x, a beginning LTV
of 107.9%, and an ending LTV of 99.0%.

                   Preliminary Ratings Assigned

              ML-CFC Commercial Mortgage Trust 2007-5

                                                      Recommended
                                      Preliminary       credit
  Class                Rating           amount          support
  -----                ------         -----------     ------------
  A-1                  AAA            $82,771,000     30.0000
  A-2                  AAA           $123,043,000     30.0000
  A-3                  AAA           $170,753,000     30.0000
  A-SB                 AAA           $183,225,000     30.0000
  A-4                  AAA         $1,332,561,000     30.0000
  A-1A                 AAA         $1,205,615,000     30.0000
  AM                   AAA           $442,566,000     20.0000
  AJ                   AAA           $387,246,000     11.2500
  B                    AA             $77,450,000      9.5000
  C                    AA-            $33,192,000      8.7500
  D                    A              $77,449,000      7.0000
  A-2FL(1)             AAA                     -      30.0000
  A-3FL(1)             AAA                     -      30.0000
  A-4FL(1)             AAA                     -      30.0000
  AM-FL(1)             AAA                     -      20.0000
  AJ-FL(1)             AAA                     -      11.2500
  E                    A-              $38,725,000     6.1250
  F                    BBB+            $55,321,000     4.8750
  G                    BBB             $49,789,000     3.7500
  H                    BBB-            $49,788,000     2.6250
  J                    BB+             $16,597,000     2.2500
  K                    BB              $11,064,000     2.0000
  L                    BB-             $11,064,000     1.7500
  M                    B+              $11,064,000     1.5000
  N                    B               $5,532,000      1.3750
  P                    B-              $11,064,000     1.1250
  Q                    NR              $49,789,580     0.0000
  X(2)                 AAA          $4,425,668,580     N/A
       
       (1) Floating-rate class. Ongoing ratings of
           floating-rate classes will be partially dependent
           upon the rating of the swap counterparty.

       (2)Interest-only class with a notional amount.

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


NORTHWEST AIRLINES: Court Approves Mesaba Aviation Acquisition
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Northwest Airlines Corp. and its debtor-affiliates to
enter into a stock purchase and reorganization agreement with
Mesaba Aviation, Inc.

Subject to (i) a plan of reorganization becoming effective in
Mesaba's bankruptcy case that implements the terms of the
Agreement, and (ii) consummation of the Closing of the
transactions contemplated by the Agreement, Judge Gropper granted
Mesaba a $145,000,000 allowed general unsecured claim plus
interest, in Northwest's bankruptcy case.  The Mesaba Allowed
Claim is not subject to reconsideration pursuant to Rule 3008 of
the Federal Rules of Bankruptcy Procedure or Section 502(j) of
the Bankruptcy Code.

The Air Line Pilots Association, International, sought to reserve
its rights to pursue a grievance under its agreement with
Northwest in relation to actions that may be taken by Northwest
pursuant to or following its transaction with Mesaba.

ALPA pointed out that after the Mesaba Agreements were reached,
Northwest announced that 36 CRJ-900 aircraft it has ordered would
be placed in service at Mesaba.  The aircraft can be configured
to carry between 51 and 76 passengers.

ALPA noted that its new collective bargaining agreement with
Northwest provides that if the Debtors establish a feeder carrier
which is an affiliate and which operates 51-76 seat aircraft,
they must comply with certain provisions set out in the CBA.

ALPA is the exclusive bargaining representative of Northwest
Airlines pilots.  ALPA has filed a grievance challenging
Northwest's actions under the CBA.

Under the CBA, a "Feeder Carrier" is one that "conducts
operations pursuant to a capacity purchase, fee for scheduled
block hours, fee for departure or similar basis for the Company
and is engaged in code sharing with the Company [.]"

ALPA argued that the Debtors' announced intent to place CRJ-900
aircraft at Mesaba after the transactions are approved and
consummated implicate the provisions of the CBA.  However,
Northwest will have established a Feeder Carrier affiliate
without complying with the CBA.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
Washington D.C., representing Northwest, pointed to the Court
that the ALPA's response does not constitute an objection and
does not set forth any basis for denying the request.

"ALPA brings to the Court's attention the fact that Northwest and
ALPA have different interpretations of the collective bargaining
agreement extant between Northwest and its pilots, which
agreement provides a mechanism for resolving such a dispute," Mr.
Ellenberg said.

Judge Gropper said the Court will retain jurisdiction with
respect to any matters, claims, rights or disputes arising from
or related to the implementation of the Court order.

                      About Mesaba Aviation

Headquartered in Eagan, Minn., Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a   
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  The Debtor filed its
Plan of Reorganization on Jan. 22, 2007.  It filed its Disclosure
Statement two days later on Jan. 24, 2007.  The hearing to
consider the adequacy of the Debtor's Disclosure Statement has
been set for Feb. 27, 2007.

                 About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  On Feb. 15, 2007, the Debtors
filed an Amended Plan & Disclosure Statement.  The hearing to
consider the adequacy of the Disclosure Statement has been
scheduled for March 26, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 58; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NOVASTAR MORTGAGE: S&P Holds Low-B Ratings on 7 Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
266 classes of mortgage-backed securities issued by several
NovaStar Mortgage Funding Trust transactions.

The rating affirmations are based on credit support percentages
that are sufficient to support the current ratings on the
certificates.  Cumulative losses in the transactions range from
0.00% to 1.02% of the original pool balances.  In addition,
90-plus-day delinquencies range from 2.29% to 14.50% of the
current pool balances.  Credit support for these transactions
comes from a combination of overcollateralization, excess spread,
and subordination, with the exception of series 2002-3, which does
not utilize excess spread as a form of credit enhancement.

The underlying collateral for these pools is fixed- and
adjustable-, first- and second-lien mortgage loans secured by
one- to four-family residential properties.  All of these loans
were either originated or purchased by NovaStar Mortgage Inc.
      
                        Ratings Affirmed
     
                 NovaStar Mortgage Funding Trust

       Series     Class                               Rating
       ------     -----                               ------
       2002-3     A-1, A-2, AIO, P                    AAA
       2002-3     M-1                                 AA+
       2002-3     M-2                                 A+
       2002-3     M-3                                 BBB
       2003-1     A-1, A-2, AIO, P                    AAA
       2003-1     M-1                                 AA
       2003-1     M-2                                 A
       2003-1     M-3                                 BBB
       2003-2     A-1, A-2, P                         AAA
       2003-2     M-1                                 AA
       2003-2     M-2                                 A
       2003-2     M-3                                 A-
       2003-2     B-1                                 BBB+
       2003-2     B-2                                 BBB
       2003-3     A-1, A-2B, A-2C, A-3, P             AAA
       2003-3     M-1                                 AA
       2003-3     M-2                                 A
       2003-3     M-3                                 A-
       2003-3     B-1                                 BBB+
       2003-3     B-2                                 BBB
       2003-4     A-1, A-2A, A-2B, A-2C, A-3, P       AAA
       2003-4     M-1                                 AA
       2003-4     M-2                                 A
       2003-4     M-3                                 A-
       2003-4     B-1                                 BBB+
       2003-4     B-2                                 BBB
       2003-4     B-3                                 BBB-
       2004-1     A-1A, A-1B, A-2, A-3B, P            AAA
       2004-1     M-1                                 AA+
       2004-1     M-2                                 AA
       2004-1     M-3                                 AA-
       2004-1     M-4                                 A+
       2004-1     M-5                                 A+
       2004-1     M-6                                 A
       2004-1     B-1                                 A-
       2004-1     B-2                                 BBB
       2004-1     B-3                                 BBB-
       2004-2     A-1, A-2, A-4, A-5, P               AAA
       2004-2     M-1                                 AA+
       2004-2     M-2                                 AA
       2004-2     M-3                                 AA-
       2004-2     M-4                                 A+
       2004-2     M-5                                 A
       2004-2     B-1                                 A-
       2004-2     B-2                                 BBB+
       2004-2     B-3                                 BBB
       2004-3     A-1A, A-1B, A-2A, A-2B, A-3A        AAA
       2004-3     A-3B, A-3C, A-3D                    AAA
       2004-3     M-1, M-2                            AA+
       2004-3     M-3                                 AA
       2004-3     M-4                                 AA-
       2004-3     M-5                                 A+
       2004-3     M-6                                 A
       2004-3     B-1                                 A-
       2004-3     B-2                                 BBB+
       2004-3     B-3, B-4                            BBB
       2004-4     A-1A, A-1B, A-2A, A-2B, A-2C        AAA
       2004-4     M-1, M-2                            AA+
       2004-4     M-3, M-4                            AA
       2004-4     M-5                                 AA-
       2004-4     M-6                                 A+
       2004-4     B-1                                 A
       2004-4     B-2                                 A-
       2004-4     B-3                                 BBB
       2004-4     B-4                                 BBB-
       2005-1     A-1A, A-1B, A-2A, A-2B, A-2C        AAA
       2005-1     M-1                                 AA+
       2005-1     M-2                                 AA
       2005-1     M-3                                 AA-
       2005-1     M-4, M-5                            A+
       2005-1     M-6                                 A
       2005-1     B-1                                 A-
       2005-1     B-2                                 BBB+
       2005-1     B-3                                 BBB
       2005-1     B-4                                 BBB-
       2005-2     A-1A, A-1B, A-2A, A-2B, A-2C, A-2D  AAA
       2005-2     M-1                                 AA+
       2005-2     M-2                                 AA
       2005-2     M-3                                 AA-
       2005-2     M-4, M-5                            A+
       2005-2     M-6                                 A
       2005-2     M-7                                 A-
       2005-2     M-8                                 BBB+
       2005-2     M-9                                 BBB+
       2005-2     M-10                                BBB
       2005-2     M-11                                BBB-
       2005-3     A-1A, A-2A, A-2B, A-2C, A-2D        AAA
       2005-3     M-1, M-2                            AA+
       2005-3     M-3, M-4, M-5                       AA
       2005-3     M-6                                 AA-
       2005-3     M-7, M-8                            A+
       2005-3     M-9                                 A-
       2005-3     M-10                                BBB+
       2005-3     M-11                                BBB
       2005-3     M-12                                BBB-
       2005-4     A-1A, A-2A, A-2B, A-2C, A-2D        AAA
       2005-4     M-1, M-2                            AA+
       2005-4     M-3, M-4                            AA
       2005-4     M-5, M-6                            AA-
       2005-4     M-7                                 A+
       2005-4     M-8, M-9                            A
       2005-4     M-10                                BBB+
       2005-4     M-11                                BBB
       2005-4     M-12                                BBB-
       2006-1     A-1A, A-2A, A-2B, A-2C, A-2D        AAA
       2006-1     M-1, M-2, M-3                       AA
       2006-1     M-4                                 AA-
       2006-1     M-5                                 A+
       2006-1     M-6                                 A
       2006-1     M-7                                 A-
       2006-1     M-8                                 BBB+
       2006-1     M-9                                 BBB
       2006-1     M-10                                BBB-
       2006-1     M-11                                BB+
       2006-2     A-1A, A-2A, A-2B, A-2C, A-2D        AAA
       2006-2     M-1, M-2, M-3                       AA
       2006-2     M-4                                 AA-
       2006-2     M-5, M-6                            A+
       2006-2     M-7                                 A
       2006-2     M-8                                 BBB+
       2006-2     M-9                                 BBB
       2006-2     M-10                                BB+
       2006-3     A-1A, A-2A, A-2B, A-2C, A-2D        AAA
       2006-3     M-1                                 AA+
       2006-3     M-2, M-3                            AA
       2006-3     M-4                                 AA-
       2006-3     M-5, M-6                            A+
       2006-3     M-7                                 A
       2006-3     M-8                                 BBB+
       2006-3     M-9                                 BBB
       2006-3     M-10                                BBB-
       2006-3     M-11                                BB+
       2006-4     A-1A, A-2A, A-2B, A-2C, A-2D        AAA
       2006-4     M-1                                 AA+
       2006-4     M-2, M-3                            AA
       2006-4     M-4                                 AA-
       2006-4     M-5, M-6                            A+
       2006-4     M-7                                 A
       2006-4     M-8                                 A-
       2006-4     M-9                                 BBB+
       2006-4     M-10                                BBB
       2006-4     M-11                                BBB-
       2006-4     M-12                                BB+
       2006-MTA1  1A-1, 2A-1A, 2A-1B, 2-A-1C, X       AAA
       2006-MTA1  M-1                                 AA+
       2006-MTA1  M-2                                 AA
       2006-MTA1  M-3                                 AA-
       2006-MTA1  M-4, M-5                            A+
       2006-MTA1  M-6                                 A
       2006-MTA1  M-7                                 A-
       2006-MTA1  M-8                                 BBB+
       2006-MTA1  M-9                                 BBB-
       2006-MTA1  M-10                                BB+
       2006-5     A-1A, A-2A, A-2B, A-2C, A-2D        AAA
       2006-5     M-1                                 AA+
       2006-5     M-2, M-3                            AA
       2006-5     M-4                                 AA-
       2006-5     M-5                                 A+
       2006-5     M-6                                 A
       2006-5     M-7                                 A-
       2006-5     M-8                                 BBB+
       2006-5     M-9                                 BBB
       2006-5     M-10                                BBB-
       2006-5     M-11                                BB+
       2006-5     M-12                                BB


PACIFIC LUMBER: Panel Objects to Blacstone as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the United
States Bankruptcy Court for the Southern District of Texas to
deny Pacific Lumber Company's request to hire Blackstone Group
L.P. for these reasons:

   1. There is no urgency to retain the services of Blackstone.

   2. The Debtors' applications to retain Blackstone should be
      considered at the same time.

   3. The proposed compensation structure in favor of Blackstone
      appears to be overly generous.

As reported in the Troubled Company Reporter on Feb. 22, 2007, the
Debtors asked the Court for authority to employ Blackstone as
financial advisor.

                            Objections

The Debtors' engagement letter with Blackstone was signed on
Jan. 22, 2007.  Yet, the Debtors waited weeks in order to file
their application, Maxim B. Litvak, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, in San Francisco, California,
relates.

There is no emergency here, Mr. Litvak says, as evidenced by the
amount of time that it took the Debtors to get the applications
on file, and particularly given the amount of money at stake.

To avoid unnecessary duplication, The Pacific Lumber Company's
and Scotia Pacific Company LLC's applications to retain
Blackstone cannot be considered independent of one another, Mr.
Litvak says.

Also, a $5,000,000 success fee, in addition to flat monthly fees,
is simply extravagant in a case where recoveries by unsecured
creditors are uncertain, Mr. Litvak asserts.

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).


PARMALAT SPA: Judge Denies Consolidation of Parmalat Actions
------------------------------------------------------------
The Hon. Domenico Truppa of the Parma Court denied the request
filed by counsel to Calisto Tanzi, former chairman and chief
executive officer of Parmalat, which sought the consolidation of
all legal proceedings relating to Parmalat's collapse, The
International Herald Tribune reports.

According to the Tribune, Judge Truppa agreed with Parma
prosecutors that uniting the proceedings would have slowed down
the main investigation.

Judge Truppa will decide on indictments at the end of the
hearings, with the main proceeding expected to wrap up in the
summer, the Tribune relates citing the judge.

                       About Parmalat

Based in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/
-- sells nameplate milk products that can be stored at room
temperature for months.  It also has 40-some brand product line,
which includes yogurt, cheese, butter, cakes and cookies, breads,
pizza, snack foods and vegetable sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


PARMALAT SPA: Noteholders Object to Prelim Injunction Extension
---------------------------------------------------------------
Certain holders of claims against Parmalat Finanziaria and its
subsidiaries and affiliates ask the U.S. Bankruptcy Court for the
Southern District of New York to exercise its equitable discretion
by refusing to extend the preliminary injunction and denying entry
of the permanent injunction under Section 304(b) of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on Jan. 31, 2007,
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for
the Southern District of New York adjourned the hearing to
consider entry of a permanent injunction in the Foreign Debtors'
Section 304 cases until Feb. 27, 2007.

In the interim, the preliminary injunction is extended until
March 2, 2007.  All persons subject to the jurisdiction of the
U.S. court are enjoined and restrained from engaging in any
action against the Foreign Debtors without obtaining permission
from the Bankruptcy Court.

The Civil and Criminal Court of Parma, in Italy, will continue
to have exclusive jurisdiction to hear and determine any suit,
action, claim or proceeding, other than an enforcement action
initiated by the U.S. Securities and Exchange Commission, and to
settle all disputes, which may arise out of

   -- the construction or interpretations of the Foreign
      Debtors' restructuring plan approved by the Italian Court;
      or

   -- any action taken or omitted to be taken by any person or
      entity in connection with the administration of the
      Italian Plan.

In a TCR-Europe report on Sept. 8, 2006, five creditors and
parties-in-interest filed with the U.S. Court their objections
to Dr. Enrico Bondi's request for a permanent injunction order
in Parmalat's ancillary proceedings.

Dr. Bondi is the authorized foreign representative of Parmalat
Finanziaria S.p.A. and certain of its affiliates.

The Noteholders hold an aggregate of $1,036,000,000 in claims
against Parmalat.  The Claims consist of certain claims that were
filed under Article 2362 of the Italian Civil Code, and claims
that have been "conditionally admitted" in Parmalat's Italian
extraordinary administration proceedings.

According to Evan D. Flaschen, Esq., at Bingham McCutchen LLP, in
Hartford, Connecticut, the Conditional Claim Noteholders have
satisfied the Italian Court's sole condition to full claim
admittance and provided additional documents detailing ownership
of bonds.  The 2362 Claim Noteholders have filed valid Claims,
which are nearly identical to claims admitted time after time by
the Italian Court in Parmalat's case, he adds.

Mr. Flaschen argues that contrary to Parmalat's representations
that it has reached an "agreement in principle" with the
Noteholders, the Claims remain unresolved.  The Noteholders have
not received their shares of the company's common stock while
other creditors with nearly identical claims received their
Shares back in October 2005.

Mr. Flaschen relates that Parmalat has continued its "bad faith"
dealings with the Noteholders, including filing additional
objections to Claims and pulling the plug on their 2362 claim
settlements.

Mr. Flaschen notes that although the Noteholders have filed
substantial ancillary documents to evidence their Claims, they
continue to get hit with objections that are mostly irrelevant to
the merits of the Claims.  The Noteholders have met each of the
objections with supplemental materials.  Parmalat has continued
to abuse the Italian Proceedings in an attempt to overburden the
Noteholders with legal fees, expenses, delays and the hassles of
dealing with outrageous objections.

Parmalat is manipulating the Italian Proceedings to gain as much
leverage as possible, intended to treat the Noteholders unfairly
and inconsistently, and to prejudice and inconvenience them in
the processing of their Claims, Mr. Flaschen points out.

Parmalat's settlement with Deloitte & Touche will provide the
company with a consideration of $149,000,000.  Parmalat also
has several other high-profile lawsuits pending against various
U.S. parties, including Bank of America, Citibank and Grant
Thornton, which could result in settlement proceeds and monetary
judgments in its favor.  Because of the availability of Parmalat
assets in the United States, Mr. Flaschen asserts that it is
necessary to terminate the preliminary injunction now to permit
the Noteholders to take appropriate actions in the U.S. to
enforce and collect upon their Claims against the company.  In
the absence of a termination of the injunctions, the Noteholders
may be left without a remedy if Parmalat moves any settlement
proceeds to Italy.

                         About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that  
can be stored at room temperature for months.  It also has 40-
some brand product line, which includes yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Parmalat Capital Finance
Ltd., Dairy Holdings, Ltd., and Food Holdings, Ltd.  Dairy
Holdings and Food Holdings are Cayman Island special-purpose
vehicles established by Parmalat S.p.A.

The Finance Companies are under separate winding up petitions
before the Grand Court of the Cayman Islands.  Gordon I. MacRae
and James Cleaver of Kroll (Cayman) Ltd. serve as Joint
Provisional Liquidators in the cases.

On Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey,
Gordon, Herlands Randolph, represent the Finance Companies in
the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


PITTSFIELD WEAVING: Can Use Cash Collateral Until June 2
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized Pittsfield Weaving Company to continue using the cash
collateral securing repayment of its obligations to CapitalSource
Financial LLC through June 2, 2007.

As adequate protection, the Debtor granted CapitalSource
replacement liens or security interests in and to all of the
Debtor's postpetition assets of the same kinds and types as the
cash collateral.  The replacement liens will be continuing,
perfected security interests in and to the postpetition cash
collateral and will have priority as the perfected security
interests held by CapitalSource when the Debtor filed for
bankruptcy on Sept. 20, 2006.

The Debtor will not spend more than $1,937,779 during the period
without Court order.

The Debtors will use the cash collateral to pay the costs and
expenses incurred in the ordinary course of business during the
period between Feb. 17, 2007 and June 2, 2007.

The Debtor says it has not lost any sales since filing for
bankruptcy and continues to receive new orders from customers.
V.F. Corp., the Debtor's largest customer, has assured the Debtor
that it will continue to place orders with the Debtor.

The Debtor further says that its business and assets have far more
value in reorganization than in liquidation.  The Debtor values
the inventory on its books at more than $3,500,000 on a lesser of
cost or wholesale basis.  CapitalSource pleaded in its Verified
Writ of Replevin filed in the Superior Court for Merrimack County,
New Hampshire that the inventory had an orderly value of $1.9
million -- a difference of $1,600,000.  If converted to accounts
receivable, the inventory has even more value as collateral.

Papers filed with the Court did not indicate how much the Debtor
owes CapitalSource.

A full-text copy of the Debtor's Cash Flow Budget is available for
free at http://ResearchArchives.com/t/s?1a7b

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.

The Court extended the Debtor's exclusive period to file a plan of
reorganization until March 19, 2007.


PLASTECH ENGINEERED: S&P Holds BB Rating on $200 Million Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' bank loan
rating and its '1' recovery rating on Plastech Engineered Products
Inc.'s $200 million first-lien revolving ABL credit facility,
which was reduced from $225 million.  The '1' recovery rating
indicates a strong expectation for full recovery of principal in
the event of a default.  

At the same time, Standard & Poor's affirmed its 'B+' rating and
the recovery rating of '3' on Plastech's $265 million first-lien
term loan.  The '3' recovery rating indicates the expectation for
meaningful (50%-80%) recovery of principal in the event of a
default.  The financing transaction closed on Feb. 12, 2007.

In addition, the 'B-' rating and '5' recovery rating were affirmed
on Plastech's $100 million second-lien term loan.  The
affirmations follow a revision to the credit facilities that
reduced the total commitment to $565 million from $590 million.

The corporate credit rating on Plastech is B+/Negative/--.  The
ratings on the Dearborn, Michigan-based auto supplier reflect the
company's weak operating results, high debt leverage, and
constrained liquidity resulting from relatively disappointing
revenues and EBITDA.  These challenges will continue because
automotive industry fundamentals remain difficult.

Ratings List:

   * Plastech Engineered Products Inc.

      -- Corporate credit rating, B+/Negative/
      -- First-lien ABL credit facility BB, Recovery rating: 1
      -- First-lien term loan, B+, Recovery rating: 3
      -- Second-lien term loan, B-, Recovery rating: 5


POLYPORE INT'L: Moody's Affirms Junk Rating on Sr. Discount Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Polypore
International, Inc., and the ratings of Polypore, Inc.:

   -- corporate family rating, B3;
   -- guaranteed senior secured credit facilities, Ba3;
   -- guaranteed senior subordinated notes, Caa1; and
   -- unguaranteed senior discount notes, Caa2.

The outlook is changed to stable from negative.

The ratings continue to reflect the company's high leverage and
weak interest coverage metrics which are consistent with a low
speculative grade rating.  

However, in changing the rating outlook, Moody's recognizes the
actions that the company has taken to stabilize performance and
enhance future earnings and cash flow.  During the past year
Polypore has successfully applied focused sales efforts, cost
saving initiatives, and select price increases to improve
performance in its energy business.  

At the same time, Polypore has restructured its healthcare
business, exiting cellulosic membrane production and increasing
volumes in its synthetic membranes business; actions which should
stem losses from the healthcare sector.  The stable rating outlook
also reflects Moody's view that Polypore's liquidity profile
should provide the company with sufficient financial flexibility
to continue to implement its turnaround initiatives.

These ratings were affirmed:

   * Polypore International, Inc.

      -- B3 Corporate Family rating;
      -- B3 Probability of Default rating;

      -- Caa2 rating for the $300 million of 10.5% unguaranteed
         senior discount notes due October 2012, with LGD
         assessment modified to LGD6, 91% from LGD6, 90%;

   * Polypore, Inc.

      -- Ba3 ratingfor the guaranteed senior secured credit
         facilities, with LGD assessment unchanged;

      -- Caa1 rating for the U.S. Dollar guaranteed senior
         subordinated notes due May 2012, with LGD assessment
         modified to LGD4, 65% from LGD4, 61%; and

      -- Caa1 rating for the Euro guaranteed senior subordinated
         notes due May 2012, with LGD assessment modified to
         LGD4, 65% from LGD4, 61%.

The last rating action was on Sept. 22, 2006 when the LGD
Methodology was applied.

Using Moody's standard adjustments for the last twelve months
ended Sept. 30, 2006, Polypore's consolidated total debt/EBITDA
leverage approximated 8.3x, inclusive of the holding company
discount notes.  EBIT coverage of cash interest was 1.1x, and free
cash flow was approximately $35MM for the LTM period.

However, the company's interest coverage is enhanced by the fact
that a portion of interest expense is non-cash, and the company's
free cash flow further benefits from its relatively modest ratio
of CAPEX to depreciation.  

Moody's believes that in order to more comfortably service its
significant debt burden and support a higher level of reinvestment
in the business, Polypore will need to demonstrate improved
revenue growth and sustained margin improvement.  The
restructuring actions taken over the course of the past year
should help in this regard and support the stable outlook for the
B3 rating.

Polypore maintains a $90 million revolving credit facility under
which there were no borrowings at Sept. 30, 2006.  The financial
covenants under the senior secured facilities should provide
sufficient cushion for the company to access the full revolving
credit in the near-term.  The company also maintained $64 million
of cash on hand.

Future events that could potentially improve Polypore's ratings or
outlook include: improving revenues and operating margins through
organic growth and improved free cash flow generation that
facilitates debt reduction.  Consideration for a higher outlook or
rating could arise if any combination of these factors were to
increase EBIT/Interest coverage to over 1.25x or reduce leverage
below 6.0x.

Future events that could result in a reduction in the rating or
outlook include: sustained erosion of revenues or margins, or
inability to sustain free cash flow generation as the company
increases in level of business reinvestment.  Acquisitions or
business investments, as well as any incremental returns of
capital to investors, that increase debt or delay debt reduction
would also adversely affect the rating.  Consideration for a lower
rating could arise if any combination of these factors results in
increasing leverage, EBIT/cash interest coverage below 1.0x, or
deteriorating liquidity.

Polypore International Inc., headquartered in Charlotte, North
Carolina, is a leading worldwide developer, manufacturer and
marketer of specialized polymer-based membranes used in separation
and filtration processes.  The company is managed under two
business segments.  The energy storage segment, which currently
represents approximately two-thirds of total revenues, produces
separators for lead-acid and lithium batteries.  The separations
media segment, which currently represents approximately one-third
of total revenues, produces membranes used in various healthcare
and industrial applications.  For the LTM period ended
Sept. 30, 2006, Polypore's revenues approximated $456 million.


RASC SERIES 2007: Moody's Rates Class B Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by RASC Series 2007-KS1 Trust, and ratings
ranging from Aa1 to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by Homecomings Financial, LLC
(20.4%), Ownit Mortgage Solutions Inc. LLC (18.3%) and other
originators' adjustable-rate and fixed-rate subprime mortgage
loans.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination,
overcollateralization, excess spread, and a swap agreement.
Moody's expects collateral losses to range from 5.55% to 6.05%.

Primary servicing will be provided by Homecomings Financial, LLC,
and Residential Funding Company, LLC will act as master servicer.
Moody's has assigned Homecomings its servicer quality rating of
SQ2+ as a primary servicer of subprime loans.  Furthermore,
Moody's has assigned GMAC-RFC its top servicer quality rating of
SQ1 as a master servicer.

These are the rating actions:

   * RASC Series 2007-KS1 Trust

   * Home Equity Mortgage Asset-Backed Pass-Through Certificates,
     Series 2007-KS1

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


ROGERS COMMS: Improved Credit Measures Cue Fitch to Lift Ratings
----------------------------------------------------------------
Fitch has upgraded the ratings for Rogers Communications Inc. and
its subsidiaries as:

Rogers Communications Inc.

   -- Issuer Default Rating 'BBB-' from 'BB'.

Rogers Wireless Inc.

   -- IDR 'BBB-' from 'BB'; and
   -- Senior secured notes 'BBB-' from 'BB+'.

Rogers Cable Inc.

   -- IDR 'BBB-' from 'BB'; and
   -- Senior secured second priority notes 'BBB-' from 'BB+'.

Fitch also affirms the senior subordinated ratings of Wireless at
'BB'.  The Rating Outlook is Stable for Rogers and its
subsidiaries.  Approximately $6.3 billion of debt securities are
affected by these actions.

The upgrades reflect Roger's rapidly improving credit measures
driven by the increasing profitability at the wireless segment
that has exceeded expectations, debt reduction of approximately
$750 million during 2006 and its robust bundled service offering
across the wireless and cable assets.  Accordingly, free cash flow
based on Fitch adjustments improved in excess of $800 million in
2006 compared with a deficit of approximately $166 million in
2005. Leverage has likewise improved to 3.0x compared to 4.2x at
the end of 2005.  Fitch expects RCI will continue to improve
credit measures in 2007 with leverage decreasing to the low to mid
2's.

Rogers has realized the inherent operating leverage and ability to
scale the wireless operations given the relatively supportive
regulatory and balanced competitive environments.  

As a result during 2006, Wireless significantly increasing its
profitability as evidenced by the following metrics:

   -- Total ARPU increased 8% in 2006 to $56.1 with data ARPU up
      39% to $6.0;

   -- Total Churn decreased 30 basis points to 1.8%;

   -- Postpaid subscriber growth showed strength with a 12%
      increase to 5.4 million.

   -- CPGA increased slightly by 3% to $399 and CPGA as a % of
      lifetime revenue decreased approximately 300 basis points to
      12.9%;

   -- Total revenue increased 19% to $4.6B;

   -- EBITDA margin increased significantly by over 800 basis
      points to 43%; and

   -- Free cash flow surged by approximately 70% to $1.3 billion.

In Fitch's opinion, the favorable characteristics of the Canadian
wireless industry suggest stability and more predictable operating
performance that set the stage for healthy revenue and cash flow
prospects particularly when compared to the U.S.  The Canadian
wireless industry benefits from three comparatively sized players,
lower penetration rates, relatively lower minute usage, low churn
and positively trending ARPU.

Consequently industry EBITDA margins for the LTM are in excess of
41%, approximately 850 basis points higher than the U.S. Fitch
does not expect the introduction of number portability in 2007 to
adversely affect the wireless industry although a spectrum auction
expected in early 2008 of 105 MHz spectrum in the 2GHz range could
have negative credit implications for the industry particularly if
spectrum is set aside for new entrants.  Over the medium-term,
Fitch believes Rogers Wireless will continue with solid subscriber
growth with modest increases to ARPU resulting in greater free
cash flow despite higher capital spending requirements for its
HSDPA network although margin expansion should slow considerably.

Fitch believes that the combination of Rogers Cable's scale and
its unique set of assets that position the company to offer a
quadruple play will drive further improvement to Rogers Cable's
credit profile during 2007.

In Fitch's opinion the company's service bundling strategy
enhances Rogers Cable's competitive position relative to direct
broadcast satellite providers and other incumbent telephone
companies.  Credit concerns include the on - going cash
requirements at cable.  With materially higher capital
requirements in 2007, the free cash flow deficit at Cable will not
improve and could increase moderately.  Fitch continues to believe
that the company's core cable and telephone businesses are well
positioned to generate positive free cash flow.  However, Fitch
anticipates that Rogers Home Phone will continue to use cash
during 2007 as the company scales this segment.

Rogers' liquidity position is strong given the cash generation at
Wireless, the undrawn revolver capacity at its three subsidiaries,
Cable's declining cash requirements and the significant
flexibility in advancing funds throughout the company.  At the end
of 2006, Rogers had approximately $2.1 billion of undrawn revolver
capacity through its three main operating subsidiaries.  Wireless
maintains a $700 million bank credit facility maturing in 2010
that was undrawn at the end of 2006.  Cable's bank credit facility
is $1.0 billion consisting of two tranches: a $600 million
revolving credit facility that matures in 2010 and a $400 million
revolver that also matures in 2010, which were both undrawn.

Subsequent to the end of 2006, Cable repaid the $450 million note
maturing in February 2007 primarily using funds drawn from the
Wireless bank facility.  Rogers has the ability to redeem or
refinance its $550 million senior secured floating rate notes with
a current redemption price of 102.  After Dec. 15, 2008, the
$400 million senior subordinated notes are redeemable at a price
of 104.

Fitch notes that the company controls a collateral release option
on the Cable debt, which could be used to help simplify Rogers'
capital structure.  All of the Cable debt includes a springing
release of security provision in the event the senior secured
notes are rated investment grade by two agencies and there is no
other debt or cross currency agreement secured by a bond issued
under the Cable deed of trust.  However, this is not the case for
Wireless.  The senior secured debentures maturing in 2016 as well
as bank and swap agreements do not contain the springing release
provision.

The ratings do not currently consider any potential M&A activity.
Fitch anticipates that if Rogers implements any shareholder
friendly initiatives, such as a share repurchase program, the
plans would be consistent with its current ratings.


RUTTENBERG & ASSOCIATES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Ruttenberg & Associates Financial Marketing, Inc.
        210 Landmark Drive, Suite B
        Normal, IL 61761
        Tel: (309) 862-0012

Bankruptcy Case No.: 07-70333

Type of Business: The Debtor offers financial services.

Chapter 11 Petition Date: February 27, 2007

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Brett Kepley, Esq.
                  Rawles, O'Byrne, Stanko, Kepley and
                  Jefferson, P.C.
                  P.O. Box 800
                  Champaign, IL 61824
                  Tel: (217) 352-7661
                  Fax: (217) 352-2169

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

Estimated Debts:  $1 Million to $100 Million

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


SACO I: S&P Downgrades Rating on Class B-4 Certificates to B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-4 certificates from SACO I Trust 2005-7 to 'B' from 'BB'.  The
rating remains on CreditWatch with negative implications, where it
was placed Jan. 18, 2007.  At the same time, the ratings
on the remaining nine classes from the same transaction were
affirmed.

The lowered rating reflects the deteriorating performance of the
collateral pool.  Credit support for this transaction is derived
from a combination of subordination, excess interest, and
overcollateralization (O/C).  During the January 2007 remittance
period, this transaction incurred a $2.07 million loss.  O/C has
been reduced to 1.43% of the original pool balance, well below its
target of 4.80%.  Cumulative losses have reached 3.16% of the
original pool balance.

The continued CreditWatch negative placement reflects the rating
agency's concerns over further losses arising from the delinquency
pipeline.  As of the January 2007 remittance, 90-plus-day
delinquencies amounted to $9.46 million.  Because the mortgage
pool backing this transaction includes only closed-end,
second-lien mortgage loans, some of the 90-plus-day delinquent
loans may be charged off soon, resulting in further losses.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If the delinquent loans cure to a point at
which monthly excess interest begins to outpace monthly net
losses, thereby allowing O/C to build and provide sufficient
credit enhancement, Standard & Poor's will affirm the rating on
class B-4 and remove it from CreditWatch.

Conversely, if delinquencies cause substantial realized losses in
the coming months and continue to erode credit enhancement,
Standard & Poor's will take further negative rating actions on
this class.

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

This transaction was initially backed by subprime/Alt-A
conventional, 30-year, fixed-rate, closed-end, second-lien
mortgage loans.  The guidelines used in the origination process
generally employed standards intended to assess the credit risk of
borrowers with imperfect credit histories or relatively high
ratios of monthly mortgage payments and total credit payments
to income.  The seller purchased the loans from various
originators before closing.


SAINT VINCENTS: Court Approves Standardized Bidding Protocol
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted the request of Saint Vincents Catholic Medical Centers of
New York and its debtor-affiliates to approved in all respects the
Debtors' proposed bidding procedures, which will govern all bids
and bid proceedings relating to its properties.

The Debtors, after consultation with the Official Committee of
Unsecured Creditors, are authorized to extend any deadlines and
adjourn, continue or suspend the Auction or the Sale Hearing for
any reason by serving a notice on all potential bidders.

All objections that have not been withdrawn, waived, resolved, or
settled are denied and overruled in their entirety, Judge Hardin
says.

                         SISB Responds

Staten Island Savings Bank holding mortgages to three properties
contemplated for sale covered by the Debtors' request to
establish standardized bidding procedures, specifically:

   (1) 155 Vanderbilt Avenue, Staten Island, New York;
   (2) 375 Jersey Street, Staten Island, New York; and
   (3) 427 Forest Avenue, Staten Island, New York.

SISB has a claim for $575,798 on account of the Mortgages.

Gary Eisenberg, Esq., at Windels Marx Lane & Mittendorf, LLP, in
New Brunswick, New Jersey, informed the Court that St. Vincent's
Medical Center of Richmond has stipulated with SISB regarding the
payment of the Claim arising out of the contemplated sales of the
properties.  The Stipulation is anticipated to resolve any
potential objection of SISB to the Debtors' request, Mr. Eisenberg
says.

Mr. Eisenberg relates that SISB agreed with the Standardized
Bidding Procedures on the condition that its rights under
Sections 363(f) and 363(k) of the Bankruptcy Code will not be
prejudiced.

                 BP Molinaro Eyes One Property

James P. Molinaro, Staten Island's 14th Borough President,
intended to buy one of the five real estate sites being auctioned
by St. Vincent's Hospital, Karen O'Shea of Staten Island Advance
reports.

The property, valued at $4,100,000 and located at the corner of
Bard and Castleton Avenues, has Regional Radiology and Northfield
Bank as its main tenants.

Ms. O'Shea relates that Mr. Molinaro planned to buy the lot and
have the city lease it back to Richmond University Medical
Center.

"I just don't want to lose the opportunity for any expansion that
Richmond University may have in the future, number one; and
number two, I don't want to lose the opportunity for additional
parking, which we desperately need," the Advance reports quoting
Mr. Molinaro.

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 46 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Court Approves Comprehensive Cancer Stipulation
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved an amended stipulation between Saint Vincents Catholic
Medical Centers of New York, its debtor-affiliates and lender
Comprehensive Cancer Corporation of New York extending the
Debtors' use of CCC's cash collateral through and including the
earlier of April 30, 2007, or the confirmation of a plan of
reorganization.

As reported in the Troubled Company Reporter on Feb. 15, 2007,
in the amended stipulation, Saint Vincents and CCC agree that:

   (1) the Debtors' use of CCC's cash collateral is extended to
       the earlier of April 30, 2007, or the confirmation of a
       plan of reorganization; and

   (2) the super-priority administrative claim granted to CCC as
       additional adequate protection will:

       * not attach to, or be payable from, any proceeds from
         causes of action arising under Sections 544, 545, 547,
         548, 549, 550 and 724 of the Bankruptcy Code;

       * be junior to any claim allowed in favor of General
         Electric Capital Corporation under the Court-approved
         debtor-in-possession credit agreement between the
         Debtors and GECC;

       * be pari passu with any other super-priority
         administrative claim arising under Section 507(b); and

       * be subject to the carve-out as that term is defined in
         the Credit Agreement.

All other terms and conditions of the Original Stipulation will
remain in full force and effect.

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 48 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SANDELMAN FINANCE: Moody's Rates $17.5 Mil. Class D Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Sandelman Finance 2006-2 Ltd.:

   (1) Aaa to  $60,000,000 Class A-1A First Priority Senior
       Delayed Draw Notes Due 2019;

   (2) Aaa to  $427,000,000 Class A-1B First Priority Senior Notes
       Due 2019;

   (3) Aa2 to  $71,000,000 Class A-2 Second Priority Senior Notes
       Due 2019;

   (4) A2 to  $53,000,000 Class B Third Priority Senior
       Subordinate Deferrable Notes Due 2019;

   (5) Baa2 to  $66,000,000 Class C Fourth Priority Junior       
       Subordinate Deferrable Notes Due 2019 and

   (6) Ba2 to  $17,500,000 Class D Fifth Priority Junior     
       Subordinate Notes Due 2019.

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 ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio -- consisting primarily of Senior
Secured Loans -- due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Sandelman Partners, LP will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


SHREVEPORT DOCTORS: Wants Until April 7 to File Schedules
---------------------------------------------------------
Shreveport Doctors Hospital 2003, Ltd., asks the U.S. Bankruptcy
Court for the Eastern District of Texas to extend its deadline to
file its schedules of assets and liabilities, and statement of
financial affairs to April 7, 2007.

The Debtor says it needs more time because its organization is
large and complex, the volume of materials that must be assembled
and compiled is tremendous, and the staff available to review the
information is limited.

The Debtor wants its employees to devote their time and attention
to business operations during the first critical weeks of its
bankruptcy case.

Shreveport Doctors Hospital 2003, Ltd., filed for chapter 11
protection on Feb. 21, 2007, (Bankr. E.D. Tex. Case No. 07-40329).  
Deborah D. Williamson, Esq., and Mark E. Andrews, Esq., at Cox
Smith Matthews, represent the Debtor.  When it filed for
protection from its creditors, the company listed estimated assets
and debts between $1 million to $100 million.  The Debtor's
exclusive period to file a chapter 11 plan expires on June 21,
2007.


SHREVEPORT DOCTORS: Taps Cox Smith Matthews as Bankruptcy Counsel
-----------------------------------------------------------------
Shreveport Doctors Hospital 2003, Ltd., asks the U.S. Bankruptcy
Court for the Eastern District of Texas for permission to employ
Cox Smith Matthews Incorporated as its counsel.

The firm is expected to:

   (a) take all necessary action to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on the Debtor's behalf, the defense of any action
       commenced against the Debtor, the negotiation of disputes
       in which the Debtor is involved, and the preparation of
       objections to claims filed against the Debtor's estate;

   (b) prepare on behalf of the Debtor all necessary motions,
       applications, answers, orders, reports, and papers in
       connection with the administration and prosecution of the
       Debtor's chapter 11 case;

   (c) assist the Debtor in connection with any proposed sale of
       assets pursuant to Section 363 of the Bankruptcy Code;

   (d) advise the Debtor in respect of bankruptcy, real estate,
       regulatory, health care, labor law, intellectual property,
       licensing, and tax matters or other services as requested;

   (e) advise the Debtor in respect of any securities matters
       that impact or arise in connection with the administration
       of its chapter 11 case, but not as general securities
       counsel; and

   (f) perform all other legal services in connection with the
       chapter 11 case.

Prior to the bankruptcy filing, the Debtor paid the firm a
$125,000 retainer.  

The primary attorneys and paralegal within Cox Smith who will
represent the Debtor and their current standard hourly rates are:

     Mark E. Andrews, Esq.          Shareholder     $385
     Deborah D. Williamson, Esq.    Shareholder     $475
     Carol E. Jendrzey, Esq.        Shareholder     $325
     Lindsey Graham, esq.           Associate       $190
     Gale Gattis                    Paralegal       $135

Mark E. Andrews, Esq., assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.  

Mr. Andrews will act as lead counsel for the Debtor in the chapter
11 case.  Mr. Andrews can be contacted at:

     Mark E. Andrews, Esq.
     Cox Smith Matthews Incorporated
     1201 Elm Street, Suite 3300
     Dallas, Texas 75270
     Tel: (214) 698-7800
     http://www.coxsmith.com/

Shreveport Doctors Hospital 2003, Ltd., filed for chapter 11
protection on Feb. 21, 2007, (Bankr. E.D. Tex. Case No. 07-40329).  
Deborah D. Williamson, Esq., and Mark E. Andrews, Esq., at Cox
Smith Matthews, represent the Debtor.  When it filed for
protection from its creditors, the company listed estimated assets
and debts between $1 million to $100 million.  The Debtor's
exclusive period to file a chapter 11 plan expires on June 21,
2007.


STATION CASINOS: Buyout Prompts S&P to Retain Negative CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services reported that its ratings on
Las Vegas-based Station Casinos Inc., including its 'BB-'
corporate credit rating, remain on CreditWatch with negative
implications, where they were placed Dec. 4, 2006.

The CreditWatch update follows the company's disclosure that it
had entered into a definitive agreement to be acquired by Fertitta
Colony Partners LLC.  Under the terms of the deal, FCP will
acquire all of Station's outstanding common stock for $90 per
share in cash, or about $5.4 billion.

Including the assumption of debt, the acquisition proposal is
valued at about $8.8 billion. FCP is comprised of Station's
current Chairman and CEO, Frank Fertitta, its Vice Chairman and
President, Lorenzo Fertitta, and an affiliate of Colony Capital
LLC.  The transaction is expected to be completed in six to nine
months, subject to regulatory and shareholder approvals and
customary closing conditions, and is not subject to a financing
condition.

In addition, under the merger agreement, the Special Committee of
the company's board of directors is entitled to seek alternative
acquisition proposals from third parties for 30 business days.  

The proposed leveraged buyout, or other leveraging transaction,
will significantly increase the debt burden and thus materially
weaken Station's key credit measures.  In resolving the
CreditWatch listing, Standard & Poor's will review the company's
business strategy, capital structure, and liquidity.  

Standard & Poor's would expect a downgrade of at least one notch
to occur at the conclusion of its analysis.


STATMON TECH: Dec. 31 Balance Sheet Upside Down by $4.6 Million
---------------------------------------------------------------
In its quarterly financial statements for the three-month period
ended Dec. 31, 2006, Statmon Technologies, Corp.'s balance sheet
showed $1,302,092 in total assets, $5,929,996 in total
liabilities, resulting in a $4,627,904 stockholders' deficit.  At
June 30, 2006, the company's stockholders' deficit stood at
$5,166,336.

The company earned $126,245 on $2,260,860 of total revenues for
the quarterly period ended Dec. 31, 2006, compared to a $981,194
net loss on $252,733 of revenues for the three months ended
June 30, 2006.

In its financial statements, the company disclosed that it has
incurred net losses of approximately $11,566,000 since its
inception and has net working capital deficiency of approximately
$4,899,000 at Dec. 31, 2006.  In addition, it has not been current
in the payment of its Federal, State and Local payroll taxes.

In order to reduce debt and simultaneously maximize growth and
expansion of operations, the company will require capital
infusions to fund its total capital needs.  It anticipates
positive cash flow from operations for the foreseeable future.  
The company and its sales channel partners have developed a sales
pipeline of qualified opportunities in excess of $4,000,000.  The
revenue and operating margins from the respective sales pipelines
are expected to grow on a quarterly basis in 2007 as the existing
and new sales channel partner relationships develop.

The company is also seeking to raise capital through a private
placement of equity or long-term debt securities early in the
first half of the 2007 calendar year.

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?1a66

                      Going Concern Doubt

Marcum & Kliegman LLP in Manhattan raised substantial doubt
about Statmon Technologies Corp.'s ability to continue as a going-
concern after auditing the financial statements for the year ended
Mar. 31, 2006.  Marcum & Kliegman pointed to the
company's incurred net losses of $3,038,001 and $3,062,397
during the years ended March 31, 2006 and 2005, respectively.

                   About Statmon Technologies

Based in Beverly Hills, California, Statmon Technologies Corp.
(OTC BB: STCA) -- http://www.statmon.com/-- develops, markets and  
licenses software and remote site infrastructure management
products.  The company's proprietary products control all
different types of devices and technologies from network operation
centers to remote facilities, with access from any network or
internet connection. The company's proprietary flagship software
application product, "Axess", is integrated into the company's
hardware products to to enable varying types of device control
situations for infrastructure and diverse networks.


TEMECULA INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Temecula Investments LLC
        1119 South Mission Road, Suite 327
        Fallbrook, CA 92028

Bankruptcy Case No.: 07-00856

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: February 23, 2007

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtor's Counsel: Robert Barth, Esq.
                  32395 Clinton Keith Road, Suite 206
                  Wildomar, CA 92595
                  Tel: (951) 609-1112

Debtor's financial condition as of February 23, 2007:

      Total Assets: $8,500,000

      Total Debts:  $6,586,000

The Debtor does not have any creditors who are not insiders.


TERASEN INC: Kinder Morgan Plan Cues S&P's Positive CreditWatch  
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior unsecured debt ratings and 'B-' subordinated
debt rating on Terasen Inc., as well as its 'BBB' corporate credit
and senior unsecured debt ratings and 'A-' senior secured debt
rating on Terasen Gas Inc., on CreditWatch with positive
implications following the report that Kinder Morgan Inc. will
sell Terasen to Fortis Inc.

The ratings on TGI were previously on CreditWatch with negative
implications, relating to the lower ratings on Terasen.  The
ratings on TGI had previously been differentiated from the
ones on Kinder Morgan, reflecting a strong degree of regulatory
insulation provided by the British Columbia Utilities Commission.

"The resolution of the CreditWatch on TGI will be partially
dependent on the rating outcome on Fortis, and partially dependent
on any changes to the regulatory ownership conditions currently in
place," said Standard & Poor's credit analyst Kenton Freitag.

Nevertheless, given the potential for continuing regulatory
insulation between Fortis and TGI, it is possible that there will
be ratings separation between TGI and Fortis.

Terasen is a holding company operating both natural gas
distribution assets in British Columbia and petroleum
transportation assets.  The petroleum transportation assets will
not be included in the sale.  As part of the acquisition, Fortis
will assume CDN$2.3 billion in debt.  About CDN$1.8 billion of
this will be held at Terasen's wholly owned subsidiary, TGI, with
the balance held at Terasen.  The debt held at Terasen will be
structurally subordinate to that held at TGI.


THIRSTY MOOSE: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: ABS Food Group, Inc.
        ta Thirsty Moose
        400 Route 15
        South Wharton, NJ 07885
        Tel: (973) 713-1188

Bankruptcy Case No.: 07-12609

Type of Business: The Debtor operates a restaurant.
                  See http://www.thirstymoose.com/

Chapter 11 Petition Date: February 27, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Alexander J. Rinaldi, Esq.
                  Salny, Redbord and Rinaldi
                  9 Eyland Avenue, Route 10
                  Succasunna, NJ 07876
                  Tel: (973) 584-1520
                  Fax: (973) 584-5377

Total Assets: Unknown

Total Debts:  $34,816

Debtor's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
   State of New Jersey                         $34,816
   Department of the Treasury
   Division of Taxation
   75 Veterans Memorial Drive East
   Suite 103
   Somerville, NJ 08876-2949


TITAN SPECIALTIES: S&P Holds Junk Rating on $45 Mil. 2nd-Lien Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on downhole equipment manufacturer Titan
Specialties Ltd.'s bank facilities, following the news that the
company will increase its senior secured first-lien term loan to
$160 million (from $155 million) and decrease its second-lien loan
to $45 million (from $50 million).  The outlook on the company
remains stable.

Pro forma the change, the first-lien credit facilities will
consist of a $25 million revolving facility due 2012 and a
$135 million first-lien term loan due 2013, while the second-lien
credit facility due 2014 will total $45 million.  The first-lien
credit facilities are rated 'B-', the same as the corporate credit
rating, with a recovery rating of '2', indicating Standard &
Poor's expectation of substantial recovery of principal in a
default scenario.  The second-lien term loan is rated 'CCC', two
notches below the corporate credit rating, with a recovery rating
of '5', reflecting an expectation of negligible principal
recovery.
  
Ratings Affirmed:

   * Titan Specialties Ltd.

      -- $160 million senior secured 1st-lien term loan B-,
         Recoveryt rating: 2

      -- $45 million 2nd-lien loan CCC, Recovery rating: 5


TOWN SPORTS: Inks New $260 Million Senior Secured Credit Facility
-----------------------------------------------------------------
Town Sports International Holdings, Inc. signed a $260 million
senior secured credit facility with various lenders and Deutsche
Bank Trust Company Americas, as Administrative Agent.  The new
senior credit facility consists of a Libor + 1.75% $185 million
term loan facility and a $75 million revolving credit facility
initially set at Libor + 2.25%.  This new credit facility replaces
the company's existing $75 million senior secured credit facility,
which had an initial term through April 15, 2008.

"We are very pleased with the terms of our new facility," Robert
Giardina, Chief Executive Officer, stated.  "It is less costly
than the previous credit facility and includes more favorable
terms, which capitalizes on the Company's strong financial
performance.  This facility, along with the company's operating
cash flows and cash position is expected to provide ample
liquidity and financial flexibility to meet the company's planned
operating and strategic needs."

All of the proceeds of the new term loan facility will be used to
purchase or redeem all of the outstanding 9-5/8% Senior Notes due
2011 of the company's wholly owned subsidiary Town Sports
International, LLC pursuant to TSI LLC's tender offer and notice
of redemption.

Deutsche Bank Securities Inc. acted as sole lead arranger and book
manager in connection with the new senior secured credit facility.

Proskauer Rose LLP represented the company and White & Case LLP
represented Deutsche Bank Trust Company Americas in connection
with the new senior secured credit facility.

TSI Holdings, through its wholly owned operating subsidiary Town
Sports International, LLC, owns and operates fitness clubs in the
Northeast and Mid-Atlantic regions of the United States.  TSI
operates under the brand names New York Sports Clubs, Boston
Sports Clubs, Washington Sports Clubs and Philadelphia Sports
Clubs, with 146 clubs and approximately 444,000 members in the
U.S. as of Dec. 31, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Moody's Investors Service upgraded the corporate family rating of
Town Sports International Holdings, Inc. to B1 from B2 and
assigned a Ba2 rating to the proposed $260 million senior secured
credit facility of its wholly owned subsidiary, Town Sports
International, LLC.  Concurrently, Moody's upgraded the rating on
the senior discount notes of TSI Holdings to B3 from Caa1.  The
ratings outlook is stable.


TRUSTREET PROPERTIES: Sells Assets to GE Capital for $3 Billion
---------------------------------------------------------------
GE Capital Solutions, the business-to-business leasing, financing
and asset management unit of General Electric, finalized its
acquisition of Trustreet Properties for $17.05 per share of common
stock, or approximately $3 billion.  Trustreet Properties is now
part of GE Capital Solutions, Franchise Finance.  This
significantly expands financial services offerings in the
restaurant industry for GE.

"We've strengthened our product portfolio and our reach so we can
serve more kinds of customers in more places," Darren Kowalske,
president and CEO, GE Capital Solutions, Franchise Finance, said.

The acquisition enables GE Capital Solutions, Franchise Finance to
significantly increase market share and to create a more dynamic
business.  The mortgage products and sale-leaseback capabilities
of GE Capital Solutions, Franchise Finance give restaurant
owners/operators a more extensive suite of products and services
to choose from when tailoring their financial needs.

"We have assumed Trustreet operations and are conducting all sale-
leaseback financing and related asset management with the same
high level of service and reliance our respective customers have
come to expect," Mr. Kowalske said.  "Additionally, the restaurant
1031 trading platform (www.Trustreet1031.com) is now part of GE
Capital Solutions, Franchise Finance, providing valuable
information to customers and to the industry."

GE Capital Solutions, Franchise Finance, is maintaining the former
Trustreet office in Orlando, as well as its current offices in
Scottsdale and Bellevue, and now is a provider of triple-net lease
financing to operators of national and regional restaurant chains.

          About GE Capital Solutions, Franchise Finance

Headquartered in Scottsdale, Arizona, GE Capital Solutions,
Franchise Finance -- http://www.gefranchisefinance.com/-- is a  
lender for the franchise finance market via direct sales and
portfolio acquisition.  The company offers customers access to
capital with a menu of products featuring flexible structuring,
including financing for acquisitions, refinancing, construction of
new units, and remodels for single- and multi-unit
operators/chains.

Headquartered in Danbury, Connecticut, GE Capital Solutions --
http://www.ge.com/capitalsolutions/-- provides leasing, lending,  
and capital investment products and services to help business
customers grow.  It has over $100 billion in assets, serves more
than a million clients around the world

                   About Trustreet Properties

Headquartered in Orlando, Florida, Trustreet Properties Inc. --
http://www.trustreet.com/-- is an equity real estate investment  
trust that specializes in all aspects of the financing the
restaurant industry through ownership of over 2,200 properties in
49 states.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Fitch Ratings placed Trustreet Properties, Inc., on Rating
Watch Positive following the announcement that a division of
General Electric Company, GE Capital Solutions, intends to
purchase Trustreet's outstanding common shares for $17.05 per
share with cash.

Affected ratings are 'BB-' Issuer Default Rating; 'BB+' Revolving
bank credit facility and term loan rating; 'BB-' Senior unsecured
debt rating; and 'B+' Preferred stock rating.


TXU CORP: Inks $45 Billion Merger Deal with KKR and Texas Pacific
-----------------------------------------------------------------
TXU Corp., together with Kohlberg Kravis Roberts & Co. and Texas
Pacific Group, private equity firms, and Goldman Sachs & Co., a
private investment bank, disclosed the execution of a definitive
merger agreement under which an investor group led by KKR and TPG
will acquire TXU in a transaction valued at $45 billion.  GS
Capital Partners, Lehman Brothers, Citigroup and Morgan Stanley
intend to be equity investors at closing.  Under the terms of the
merger agreement, shareholders will be offered $69.25 per share at
closing, which represents a 25% premium to the average closing
share price over the 20 days ending Feb. 22, 2007.

                 Price Cuts and Price Protection

As a result of this transaction, TXU Energy will provide more than
$300 million in annual savings through a 10% price reduction for
residential customers in its traditional service area who have not
already selected one of TXU Energy's other lower-priced offers.
Customers will begin receiving a 6% reduction in approximately 30
days and an additional 4% reduction at the close of the
transaction.  This will strengthen TXU Energy's position as having
the lowest prices among the major providers in their traditional
markets.  An unprecedented level of price protection will be in
place through September 2008, ensuring that these customers
receive the benefits of these savings through two summer seasons
of peak energy usage.  Furthermore, TXU Energy expects to
aggressively compete statewide to deliver benefits across all
customer segments.

           Environmental Policies and New Investments

TXU plans to reduce coal-fueled generation units from eleven to
three, preventing 56 million tons of annual carbon emissions.

TXU will implement an aggressive demand reduction program
through a $400 million investment in conservation and energy
efficiency activities over the next five years.

KKR, TPG and the investor group are committed to addressing TXU's
environmental issues through substantial new investments in
research and demand side management initiatives and a 75 percent
reduction in planned new coal capacity.  Recognizing this, the
Environmental Defense and Natural Resources Defense Council is
supporting the transaction.

TXU commits to explore renewable energy sources and investing in
alternative energy technologies.

          Corporate Leadership and Climate Stewardship

Former U.S. Secretary of State James A. Baker, III will serve as
Advisory Chairman to the investment group of new owners.

William Reilly, Chairman Emeritus of the World Wildlife Fund and
former EPA Administrator, will join board of directors and lead
effort in making climate stewardship central to corporate
policies.

Donald L. Evans, former U.S. Secretary of Commerce; James R.
Huffines, Chairman of the University of Texas Board of Regents;
and Lyndon L. Olson Jr., former Texas State Representative and
former U.S. Ambassador to Sweden, will join the board of
directors.

TXU will create an independent Sustainable Energy Advisory Board
comprised of individuals who represent the following interests:
the environment, customers, Texas economic development and ERCOT
reliability standards.

The acquisition of TXU by the investor group will be accompanied
by an environmental focus that will make TXU a leader in
conservation and energy efficiency, creating a fundamental change
in the Texas electric market.  In addition, the company's new
strategic direction will seek to achieve top environmental
performance in the industry and greater involvement and dialogue
with environmental, government and community leaders.

The private investor group's long-term investment horizon allows
TXU's board, management and the investor group to formulate a
long-term strategy to meet TXU customers' needs and to respond to
the significant energy challenges in Texas.

"This is a momentous event for our company in our long journey to
transform TXU from a former integrated monopoly to high
performance businesses," C. John Wilder, chairman and chief
executive officer of TXU Corp., said.  "The new ownership and
business structure will enable us to better meet the growing
energy needs of Texans.  The long-term capital, expertise and
resources of the investor group will allow us to increase our
focus on reliability, lower prices, outstanding customer service
and innovative products, and investments in long-term
environmentally sound technology.  TXU is a proud Texas corporate
citizen, and the company will continue to operate with the same
commitment and dedication to serving Texas.

The funding of the transaction will not result in new debt
incurred at the regulated utility business.

After the transaction, the company's electric utility, generation,
wholesale and retail electric activities will remain under the
same jurisdiction of the Public Utility Commission of Texas,
Nuclear Regulatory Commission and Federal Energy Regulatory
Commission.

Under the merger agreement, TXU may solicit proposals from third
parties through April 16, 2007.  TXU's board of directors, with
the assistance of its independent advisors, intends to solicit
proposals during this period.  There can be no assurances that the
solicitation of proposals will result in an alternative
transaction.  TXU does not intend to disclose developments with
respect to this solicitation process unless and until its board of
directors has made a decision regarding any alternative proposals.

TXU, KKR, TPG and the rest of the investor group expect to close
the transaction in the second half of 2007, subject to receipt of
shareholder approval and required federal regulatory approvals, as
well as satisfaction of other customary closing conditions.  There
is no financing contingency to the transaction.

The consortium of investment banks providing committed financing
to the investor group in support of the transaction includes
Citigroup, Goldman Sachs, JP Morgan, Lehman Brothers and Morgan
Stanley.

Credit Suisse Securities and Lazard acted as financial advisors to
TXU in connection with the transaction.  Sullivan & Cromwell LLP
and Cravath, Swaine and Moore LLP acted as outside legal advisors
to TXU and the Strategic Transactions Committee, respectively, in
connection with the transaction.

Citigroup, Goldman Sachs, JP Morgan, Lehman Brothers and Morgan
Stanley acted as financial advisors to the investor group.  
Simpson Thacher & Bartlett LLP, Vinson & Elkins LLP, Covington &
Burling LLP, Hunton & Williams LLP and Stroock & Stroock & Lavan
LLP acted as legal advisors to KKR, TPG and the investor group.

                          About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a  
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

TXU Corp.'s 6.55% Senior Notes due 2034 carry Moody's Investors
Service's Ba1 rating and Standard & Poor's BB+ rating.


U.S. ENERGY: Raises $6.4 Mil. Through Private Placement of Equity
-----------------------------------------------------------------
U.S. Energy Systems, Inc. has entered into definitive subscription
agreements with private investors for the investors to acquire an
aggregate of 1.28 million shares of the company's common stock at
$5 per share, for an aggregate purchase price of $6,400,000.

At the closing, the investors also will receive warrants to
purchase an aggregate of 652,000 shares of the company's common
stock, exercisable for a period of five years following the date
of issuance at an exercise price of $0.01 per share.

The new capital will be available for 3D seismic mapping and
exploration of its UK gas fields, and corporate overhead and
expenses.  In addition, a portion of the new capital will be used
to pay down indebtedness incurred in connection with the
acquisition of USEY's UK assets.

"Our 3D seismic program is an important long-term growth
investment that we believe offers the potential for significant
reward both in the near-term and over time," Mr. Fogel said.  "Our
100,000 acres of gas licenses in the UK are located in a lightly
explored region that is an onshore extension of the Southern North
Sea Gas Basin, with geology similar to less accessible offshore
fields.  We believe that our investment in 3D seismic can, in
effect, create new and valuable long-term assets from property we
already own, and contribute to nearer-term upgrades to our
reported reserves."

USEY also will use the new capital to fund corporate overhead and
expenses.  Under USEY's current structure, the company does not
use cash from the operations of its subsidiaries to fund corporate
expenses, but rather uses these funds for subsidiary-specific
operating expenses or to pay down subsidiary-level debt.

                      Company Appointments

USEY also disclosed that its Board of Directors has approved these
corporate-level appointments:

   * Adam D. Greene, formerly Senior Vice President, has been
     appointed Executive Vice President;

   * James Boffardi, formerly Vice President for Finance and
     Analysis, has been appointed to Senior Vice President; and

   * Gary Neus, whose more than 30 years of finance experience
     most recently included serving as Assistant Treasurer at
     Unocal and Vice President for Commercial Development at Amoco
     Power Resource, has joined USEY as Treasurer.

"USEY's strategy of acquiring undervalued, high potential clean
and green energy assets and enhancing their value begins with our
people," Mr. Fogel commented.  "We are very pleased to recognize
and reward the performance of our people and to further strengthen
our management team."

                           About USEY

Based in New York City, U.S. Energy Systems Inc. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- owns and operates energy and   
power projects in the United States and the United Kingdom through
its two subsidiaries, UK Energy Systems, Ltd. and U.S. Energy
Renewables, Inc.

                       Going Concern Doubt

Bagell, Josephs, Levine & Company LLC in Gibbsboro, New Jersey,
expressed substantial doubt about U.S. Energy Systems Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
operating losses and capital deficits.


U.S. STEEL: Reduced Debt Prompts Moody's to Upgrade Ratings
-----------------------------------------------------------
Moody's Investors Service upgraded United States Steel's senior
unsecured ratings to Baa3 from Ba1.  At the same time Moody's
withdrew US Steel's Ba1 corporate family rating, its Ba1
probability of default rating, and its SGL-1 speculative grade
liquidity rating.  

The rating outlook is stable.  This concludes the review initiated
on Sept. 6, 2006, when US Steel's ratings were placed under review
for possible upgrade.

The upgrade reflects the company's reduced level of debt within
its capital structure, its strengthened operating margins and
coverage ratios and the benefits that accompany increased size and
geographic diversification.  

While Moody's believes that input costs have increased on a
permanent basis, US Steel has demonstrated the ability to operate
profitably, albeit modestly, at utilization rates which
historically would have contributed to significant losses.  
Moody's believes the company's scale, mix of product, and contract
position contribute to the sustainability of performance and
coverage ratios appropriate for an investment grade company.  An
additional consideration in the upgrade is the company's intent to
amend, restate or replace its secured inventory-based bank
facility with an unsecured revolving credit facility.

The stable outlook reflects Moody's expectations that performance
for 2007 will not be too dissimilar to the 2005 and 2006 periods,
exhibiting a weaker first half and relatively stronger second half
of the year.  Demand fundamentals for markets served and prices
are anticipated to remain at levels sufficient to result in
acceptable earnings and cash flow generation.  Prices are expected
to remain within ranges experienced in 2006 with a possible
softening in tubular prices.  The outlook also acknowledges US
Steel's substantive cash position and lack of meaningful debt
maturities.  The outlook contemplates that US Steel will continue
to seek to be a consolidator in a consolidating industry but will
not unduly relever to accomplish this objective.

Upgrades:

   * Allegheny County Industrial Dev. Auth., Pennsylvania

      -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1

   * United States Steel Corporation

      -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
         from Ba1

Outlook Actions:

   * United States Steel Corporation

      -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   * United States Steel Corporation

      -- Speculative Grade Liquidity Rating, Withdrawn, previously
         rated SGL-1

      -- Corporate Family Rating, Withdrawn, previously rated Ba1

      -- Probability of Default Rating, Withdrawn, previously
         rated Ba1

US Steel's Baa3 senior unsecured rating is supported by the
company's position as the second largest integrated domestic steel
producer, its strong customer relationships and mix of contract
business, and its domestic self-sufficiency in certain raw
materials, most importantly iron ore.  The robust steel markets
experienced in recent years have contributed to substantive free
cash flow generation, which has been deployed to reduce debt,
voluntarily fund pension obligations and build up a substantial
cash position.  These actions have positioned US Steel to better
withstand the volatility in the steel industry.

Headquartered in Pittsburgh, Pennsylvania, US Steel had revenues
of $15.7 billion in 2006.


US AIRWAYS: America West Merger Plans Spur ALPA to File Complaint
-----------------------------------------------------------------
The US Airways and America West units of the Air Line Pilots
Association, International, filed a lawsuit in the U.S. District
Court of Philadelphia demanding that US Airways halt plans that
attempt to illegally merge the airlines until a single contract is
reached between both pilot groups, as is required under the
Railway Labor Act and an agreement reached by the parties in
September 2005.

US Airways plans to eliminate America West's HP designator code
from reservation systems, which means that all flights will be
listed as a US Airways flight.  The code elimination is in
violation of the Transition Agreement negotiated with the two
pilot groups that promised that the two airlines would remain
separated until a single pilot collective bargaining agreement is
reached.

The parties have been negotiating for a year and a half, but US
Airways management is continuing to pass bankruptcy-era proposals
that ignore the investment that the pilots made in order to keep
their airline viable after 9/11.  Until a single agreement is
reached, the company must operate both airlines separately.  
Instead, management apparently is trying to reap the benefits of
the merger without fulfilling their promise to first get a single,
fair pilot contract.

ALPA contends that US Airways is violating their obligation to
negotiate a single agreement and asks that the status quo be
maintained until then.

"US Airways wants desperately for our pilots to look like, dress
like, and act like they work for a merged airline. However, the
only road to a real merged airline is through a single contract,"
US Airways Master Executive Council Chairman Captain Jack Stephan
said.  "Our pilot group will not tolerate management attaining
synergies they haven't paid for or negotiated.  Like our
passengers, we are frustrated dealing with management's empty
promises and their reluctance to properly merge our airline."

"US Airways continues to drag the merger process on and on, to the
detriment of our passengers and our employees," America West
Master Executive Council Chairman Captain John McIlvenna said.  
"Instead of focusing on productive negotiations, management is
trying to grab operational efficiencies they can't legally have.  
Until the America West and US Airways pilots have a fair, single
contract, we are far from being one airline."

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/represents 60,000 pilots at 39 airlines in  
the U.S. and Canada.

                       About US Airways

Headquartered in Tempe, Arizona, US Airways Group Inc.'s --
http://www.usairways.com/-- primary business activity is the  
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                            *     *     *

As reported in Troubled Company Reporter on Feb. 1, 2007, Standard
& Poor's Ratings Services affirmed its ratings on US Airways
Group. and its major operating subsidiaries America West Holdings
Corp., America West Airlines Inc., and US Airways Inc., including
the 'B-' corporate credit ratings.  The ratings were removed from
CreditWatch, where they were placed with developing implications
on Nov. 15, 2006.  The outlook is now positive.


US ONCOLOGY: Moody's Rates $400 Mil. Senior PIK Notes at B3
-----------------------------------------------------------
Moody's assigned a B3 rating to US Oncology Holdings Inc.'s
proposed offering of $400 million of senior unsecured PIK toggle
notes.  Moody's expects the proceeds of the notes to repay the
existing floating rate notes and to finance a shareholder
dividend.  Moody's also affirmed the B1 Corporate Family Rating
and changed the rating outlook to negative from stable. Further,
in accordance with the application of Moody's Loss Given Default
Methodology, the ratings on the existing debt of US Oncology, Inc.
were upgraded.  The upgrade reflects the increase in the amount of
Holdings debt, which would absorb any loss prior to the debt of US
Oncology.

The negative rating outlook reflects the decrease in financial
flexibility resulting from the continuation of the company's
aggressive policy toward shareholder initiatives.  This
transaction follows the payment of a $250 million debt financed
dividend in 2005 and a $190 million dividend in January 2007.  The
credit metrics resulting from the increase in leverage and related
debt service costs remain weak for the B1 rating category and
limit the ability to absorb any negative event affecting the
operations of the company at the current rating level.  

Further, the constraints on free cash flow resulting from the
increased leverage lowers the expectation that the company can
materially repay debt in the near term.

US Oncology has demonstrated its ability to successfully manage
several challenges including the start-up of its distribution
business and reduced Medicare reimbursement for pharmaceuticals
administered in physicians' offices, which became effective
Jan. 1, 2005.  However, those challenges are expected to cause an
erosion of EBITDA margins in the future.  Moody's believes that
the constrained EBITDA margins, combined with high interest
expense, particularly if the company chooses to pay cash interest
on the new PIK toggle notes, will likely constrain free cash flow.

Offsetting those factors is the company's conservative approach to
expansion through organic growth rather than by acquisition.
Moody's expects the company to continue to experience organic
growth aided by positive industry fundamentals.  Demand for US
Oncology's services is being driven by the increased diagnoses of
cancer coupled with longer survival rates.  Demand is also helped
by the company's value proposition for physicians that often lack
the capital to invest in expanded services and the clout to
negotiate effectively with managed care providers.

The company also continues to diversify its sources of revenue
through the extension of product offerings without deviating from
its core focus on providing cancer care.  The most significant
example of this is the company's "in-sourcing" of the
pharmaceutical distribution function during 2005.

These are the rating actions:

Ratings assigned:

   * US Oncology Holdings, Inc.
   
      -- Senior unsecured PIK toggle notes due 2012, B3, LGD6,
         91%

Ratings upgraded:

   * US Oncology, Inc.

      -- Senior secured revolving credit facility, to Ba1, LGD2,    
         17% from Ba2, LGD2, 20%

      -- Senior secured term loan due 2011, to Ba1, LGD2, 17% from
         Ba2, LGD2, 20%

      -- Senior unsecured notes due 2012, to B1, LGD4, 53% from
         B2, LGD4, 58%

      -- Senior subordinated notes, to B2, LGD5, 76% from B3,
         LGD5 81%

Ratings affirmed:

   * US Oncology Holdings, Inc.

      -- Corporate Family Rating, B1
      -- Probability of Default Rating, B1
      -- Senior unsecured notes due 2015, B3, LGD6, 93%

The rating outlook was changed to negative from stable.

US Oncology, Inc. headquartered in Houston, Texas, provides
comprehensive cancer-care services through a network of more than
1,000 affiliated physicians.  The company provides affiliated
physician practices with administrative and billing support,
access to advanced treatments and technologies at integrated
community-based cancer care centers, therapeutic drug management
programs and cancer-related clinical research studies.  US
Oncology is a wholly owned subsidiary of US Oncology Holdings,
Inc., a holding company.  For the twelve months ended
Dec. 31, 2006 the company reported revenues of $2.8 billion.


VALLEY NATIONAL: S&P Cuts Rating on $215 Million Loans to B
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its bank loan and
recovery ratings on Valley National Gases Inc.'s proposed
$215 million first-lien senior secured bank financing.  The bank
loan rating was lowered to 'B' from 'B+' and the recovery rating
was revised to '2' from '1'.  The revised ratings reflect a change
to the bank loan's preliminary terms and conditions that will
strip all proposed maintenance financial covenants from the
first- and second-lien term debt.  This weakens the lenders'
ability to influence the company's behavior and demand higher
compensation if the company's credit is worse than expected.

"In our opinion, this change could allow additional value
deterioration before a payment default is triggered.  As such, our
anticipated recovery for the first-lien lenders is now
approximately 95%, compared with slightly more than 100% at the
time we assigned the original ratings on Feb. 7, 2007," said
Standard & Poor's credit analyst Wesley E. Chinn.

Standard & Poor's 'CCC+' bank loan rating and '5' recovery rating
on the company's proposed second-lien term loan, which has been
upsized to $90 million from $75 million, remain unchanged.

The corporate credit rating on Valley National is 'B'.  The rating
on Valley reflects the limited size and diversity of its
businesses, which generate sales of roughly $220 million and
operate in highly fragmented markets, relative to other rated
chemical and industrial companies.

Ratings List:

   * Valley National Gases Inc.

      -- Corporate credit rating at B/Stable/
      -- $90 million second-lien term loan at CCC+,
         Recovery rating: 5

Revised Ratings:
                            
      -- $50 million first-lien revolving credit facility changed
         to B from B+, Recovery rating: 2

      -- $165 million first-lien term loan changed to B from B+,
         Recovery rating: 2


VIRAGEN INC: Posts $6.1 Mil. Net Loss in Quarter Ended Dec. 31
--------------------------------------------------------------
Viragen, Inc. reported a $6,192,215 net loss on $114,595 of total
revenues for the quarterly period ended Dec. 31, 2006, compared to
a net loss of $4,620,863 on $116,973 of total revenues in the same
period of 2005.

At Dec. 31, 2006, the company's balance sheet showed $14,549,884
in total assets, $13,005,516 in total liabilities, and $1,544,368
in stockholders' equity.  At June 30, 2006, the company had total
assets of $13,973,966, total liabilities of $15,587,613, and a
stockholders' deficit of $1,613,647.

The company believes it has cash on hand to fund its operations,
including its subsidiaries, through February 2007.  As of
Dec. 31, 2006, the company had approximately $2.3 million in cash
and cash equivalents, working capital of approximately $1.6
million, an accumulated deficit since inception of approximately
$177.1 million.  Cash used to fund operations during the six
months ended Dec. 31, 2006 totaled approximately $6 million.  
During the six months ended Dec. 31, 2006, the company's funding
primarily consisted of net proceeds from our underwritten public
offering completed in November 2006 and Viragen International's
Series C and Series D cumulative preferred stock preferred stock
offerings prior to that.

The company has experienced losses and a negative cash flow from
operations since inception.  It anticipates additional future
losses as it commercializes its flagship product, Multiferon(R),
and conducts additional research activities and clinical trials on
its product candidates to obtain additional regulatory approvals.  
In addition, extensive research and development activities,
including costly clinical trial expenditures will be necessary to
commercialize its antibodies and avian transgenics technology.  
The company has commenced implementing, and will continue to
implement, various measures to address its financial condition,
including:

   * Continuing to seek debt and equity financing, as well as
     distribution partners for Multiferon(R) to generate
     licensing and sales revenues.  The company is in active
     dialogue with prospective investors and strategic partners
     and hope to conclude one or more transactions that will  
     provide the company with necessary capital on a timely
     basis.

   * Curtailing operations where feasible to conserve cash
     through a combination of staff reductions and reducing
     leased space in the United States, Sweden and Scotland  
     operations, and deferring certain research and development
     activities until its cash flow improves and the company can
     recommence these activities with appropriate funding.

In addition, if the company is unable to restructure its financial
obligations and secure additional capital prior to March 20, 2007,
it will be unable to achieve compliance with the American Stock
Exchange's maintenance criteria prior to the deadline imposed by
the AMEX.  If it fails to achieve compliance and the AMEX delists
its securities, the company does not believe that it will be able
to secure an alternative listing on the New York Stock Exchange or
NASDAQ, in the absence of which, holders of approximately $10.7
million of its outstanding convertible debt will have the right to
accelerate payment of amounts due to them.

The company says that it will, in the interest of its
shareholders, seek a reorganization of its business under Chapter
11 of the U.S. Bankruptcy Code, in the event the company's
capital-raising and revenue-generation efforts are unsuccessful.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Ernst & Young LLP, in Fort Lauderdale, Fla., raised substantial
doubt about Viragen, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, accumulated
and stockholders' deficiencies, and dependence on its ability to
raise adequate capital to fund necessary product commercialization
and development activities.

                      About Viragen, Inc.

Based in Plantation, Florida, Viragen, Inc. (OTC BB: VGNI) --
http://www.viragen.com/-- is a bio-pharmaceutical company engaged  
in the research, development, manufacture and commercialization of
products for the treatment of cancers and viral diseases.  The
company operates from three locations: Plantation, Florida, which
contains the company's administrative offices and support; Viragen
(Scotland) Ltd., located outside Edinburgh, Scotland, which
conducts the company's research and development activities; and
ViraNative, located in Umea, Sweden, which houses the company's
human alpha interferon manufacturing facilities.

As of June 30, 2006, the company owned approximately 81.2% of
Viragen International, Inc.  Subsequent to June 30, 2006, its
ownership interest of Viragen International was reduced to
approximately 77.0%. Viragen International owns 100% of ViraNative
AB, its Swedish subsidiary, and 100% of Viragen (Scotland) Ltd.,
its Scottish research center.


WARNER MUSIC: EMI Merger Offer Cues S&P's Negative CreditWatch  
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Warner
Music Group Corp., including the 'BB-' corporate credit rating, on
CreditWatch with negative implications, following the company's
statement that it is exploring a possible merger agreement with
EMI Group PLC, which EMI management has confirmed.

"The two companies have not announced a deal or the possible
structure of financing, other than indicating that consideration
for any deal would be entirely in cash," said Standard & Poor's
credit analyst Michael Altberg.

"This has prompted our consideration of a potential downgrade."

As of Dec. 31, 2006, the company had approximately $2.27 billion
of debt outstanding.  

In resolving the CreditWatch listing, Standard & Poor's will
continue to monitor developments related to the potential buyout
proposal.


WINDSTREAM CORP: Completes Offering of $500 Million Senior Notes
----------------------------------------------------------------
Windstream Corporation has completed its offering of $500 million
aggregate principal amount of its 7% senior notes due 2019.  The
proceeds from the sale of the senior notes were used to prepay
approximately $500 million of amounts outstanding under the term
loan portion of Windstream's senior secured credit facilities.

                     Bank Facility Amendment

Windstream has completed the amendment and restatement of its
senior secured credit facilities.  Windstream amended and restated
its senior secured credit facilities to:

   * reduce the interest rate payable under tranche B of the term
     loan portion of the facilities,

   * modify the pre-payment provisions,

   * modify certain covenants to permit the consummation of the
     split-off of its directory publishing business and

   * make other specified changes.

                     About Windstream Corp.

Headquartered in Little Rock, Arizona, Windstream Corp. is an ILEC
formed via merger of Alltel's wireline operations and Valor.  The
company provides telecommunications services in 16 states with
approximately 3.3 million access lines in service and about
$3.2 billion in annual revenues.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2007,
Moody's Investors Service assigned a Ba3 rating to the
$500 million proposed senior note issuance at Windstream
Corporation.

The proceeds of the notes will be used to refinance an equal
amount of Windstream's senior secured term loan.  Moody's also
affirmed Windstream's Ba2 corporate family rating and the Ba3
ratings of the company's existing senior unsecured debt.

As part of the rating action, Moody's has upgraded the ratings of
Windstream's senior secured bank facilities, Valor
Telecommunications' 7.75% senior secured notes and Windstream
Holdings of the Midwest, Inc.'s 6.5% notes due 2013 to Baa3, from
Ba1, while affirming the Baa2 rating of Windstream Georgia
Communications Corp.  The outlook is stable.


WINN-DIXIE: Earns $286.8 Million in Second Quarter Ended Jan. 10
----------------------------------------------------------------
Winn-Dixie Stores Inc. filed its financial statements for the
second quarter ended Jan. 10, 2007, with the Securities and
Exchange Commission on Feb. 20, 2007.  

Net income was $286.8 million and $262.2 million for the second
quarter and first half of the fiscal year, respectively.  These
results were impacted significantly by non-cash items, the largest
of which were a $188.2 million gain in connection with the
discharge of liabilities associated with the company's exit from
Chapter 11 and a $144.8 million gain related to the revaluation of
assets and liabilities as part of fresh-start reporting.

Net sales for the sixteen weeks ended Jan. 10, 2007, were
$2.2 billion, a decrease of $19.2 million, compared to the same
period in the prior fiscal year.  Net sales for the 28 weeks ended
Jan. 10, 2007, were $3.8 billion, an increase of $18.7 million, or
0.5%, compared to the same period in the prior fiscal year.  Net
sales primarily related to grocery and supermarket items. In
aggregate, sales of the pharmacy, fuel and floral departments
comprised approximately 10% of retail sales for all periods
reported.

Identical store sales increased 1.8% in the first half of the
fiscal year, but decreased 0.5% in the second quarter.  
Comparisons to large sales increases in the prior year in areas
impacted by Hurricanes Katrina and Wilma negatively impacted
overall second quarter identical store sales.  During the second
quarter, identical store sales increased 3.5% in areas not
impacted in the prior year by Hurricanes Katrina or Wilma, but
decreased by 6.7% in the areas significantly impacted by these
storms.

"Overall, we are very pleased with our ID Store Sales for the
first half of the fiscal year," said Lynch.  "Especially since
we're matching up against the sizeable sales spike that resulted
from the influx of private and federal assistance dollars in areas
impacted by Hurricanes Katrina and Wilma."

Gross profit on sales increased $4.2 million and $18.8 million for
the second quarter and first half of the fiscal year,
respectively, as compared to the same periods in the prior fiscal
year.  As a percentage of sales, gross margin was 25.7% in the
second quarter as compared to 25.3% in the same period of the
prior year.  For the first half of the fiscal year, gross margin
as a percentage of sales was 26% as compared to 25.6% for the same
period in the prior year.

The gross margin improvement of 40 basis points in both periods
was due to operational improvements that reduced inventory shrink.
Also, higher margins achieved in certain categories offset higher
investment in promotional programs that were made in an effort to
offset a portion of the prior year sales increases in hurricane
impacted areas.

Other operating and administrative expenses increased $15 million
in the second quarter and $20.5 million for the first half of the
fiscal year, in each case as compared to the same periods of the
prior year.  These increases reflected $9.8 million of bankruptcy-
related items which impacted both periods.

"We are continuing to make progress in many areas of our business
plan," said Winn-Dixie Chairman, Chief Executive Officer and
President Peter Lynch.  "Going forward, we remain committed to
executing five key initiatives: rebuilding trust in our brand;
investing capital in our stores; neighborhood marketing; Associate
training and development; and focusing on profitable sales."

At Jan. 10, 2007, the company's balance sheet showed $1.6 billion
in total assets, $873.1 million in total liabilities, and
$749.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 10, 2007, are available for
free at http://researcharchives.com/t/s?1a76

                     Emergence from Chapter 11

As previously reported, Winn-Dixie's plan of reorganization became
effective and the company emerged from Chapter 11 bankruptcy
protection on Nov. 21, 2006.  As the result of the application of
fresh-start reporting in accordance with SOP 90-7, the company's
financial statements prior to Nov. 16, 2006 (the "predecessor"
periods) are not comparable with its financial statements for
periods on or after Nov. 16, 2006 (the "successor" periods).
However, the company believes that the combined financial
information of the predecessor and successor periods provides a
useful comparison to prior year results for the purpose of better
understanding financial and operational trends.

                  Liquidity and Capital Resources

As of Jan. 10, 2007, Winn-Dixie had approximately $500 million of
liquidity, comprised of $367 million of borrowing availability
under its credit agreement and $133 million of cash and cash
equivalents.  

"We are pleased to have emerged from bankruptcy with virtually no
debt and substantial borrowing capacity under our new Credit
Facility," said Lynch.  "We are confident we have the liquidity we
need to fund both our current business operations and our planned
capital expenditure program."

                          About Winn-Dixie

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
(NasdaqGM: WINN) -- http://www.winn-dixie.com/-- is one of the  
nation's largest food retailers.  The company currently operates
522 stores in Florida, Alabama, Louisiana, Georgia, and
Mississippi.  The company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063, transferred Apr. 14, 2005, to Bankr. M.D. Fla.
Case Nos. 05-03817 through 05-03840).

Winn-Dixie emerged from bankruptcy on Nov. 21, 2006.


WINN-DIXIE STORES: Will Get Tentative $18 Million Refund from IRS
-----------------------------------------------------------------
In an agreed order signed by the Honorable Jerry A. Funk of the
U.S. Bankruptcy Court for the Middle District of Florida, Winn-
Dixie Stores Inc., its debtor-affiliates and the U.S. Internal
Revenue Service agreed that:

   (a) litigation of the Objection is stayed until further Court
       order;

   (b) IRS will pay $18,906,132 to the Reorganized Debtors as a
       tentative refund;

   (c) within five days of a Court order approving the
       Reorganized Debtors' settlement agreement with the
       Department of Health and Human Services, IRS will pay
       cash equal to the difference between $3,676,090 and the
       allowed amount of the DHHS claim.

As reported in the Troubled Company Reporter on Feb. 19, 2007,
The IRS had asked the Court to:

   (i) overrule the objection of the Reorganized Debtor and its
       debtor-affiliates to its claims valued at $88.8 million;

  (ii) dismiss the refund requests to the extent the claims for
       refund have not been filed with the IRS;

(iii) deny the Debtors' request to order a refund; and

  (iv) rule on the Reorganized Debtors' tax liabilities for the
       years requested.

As reported in the Troubled Company Reporter on Jan. 4, 2006, the
IRS filed 78 proofs of claim in the Reorganized Debtors' Chapter
11 cases, 29 of which have been disallowed by prior Court orders.
Claim No. 13607 asserts $88,832,315, of which $52,062,370 is
alleged to be secured.

The Reorganized Debtors have been in negotiations with the IRS
regarding their tax liabilities for the 2000 through 2004 tax
years.  Based upon their discussions, the parties had agreed that:

   (x) the IRS is owed an additional $8,786,660 for the 2000 tax
       year;

   (y) the IRS owes the Debtors a refund of $1,273,443 for the
       2001 tax year; and

   (z) the IRS owes the Debtors a refund of $91,504 for the 2002
       tax year.

The Reorganized Debtors reasoned that they overpaid the IRS in
2003 by $1,905,516, and that they owe the IRS no additional
monies for the 2004 tax year.  Furthermore, based upon net losses
incurred in the 2004 and 2005 tax years, the Reorganized Debtors
asserted that they are entitled to refunds for four tax years:

                 Tax Year      Asserted Refunds
                 --------      ----------------
                   1994           $6,293,764
                   1995           $5,454,892
                   2002             $161,155
                   2003          $27,633,986

The Reorganized Debtors also asserted that they are owed $397,230
for a 2005 fuel tax credit.

Deborah M. Morris, Esq., trial attorney of the U.S. Department of
Justice, Tax Division, in Washington, D.C., asserted that all of
the proofs of claim filed by the IRS had some common components,
but they were not duplicative.

The IRS holds claims against 23 of the individual debtors,
majority of which represent the Reorganized Debtors' joint
liability resulting from consolidated income tax returns for tax
years 2000 to 2003.  The IRS claim amounts currently range from
$87,906,032 to $89,648,401.

During the pendency of their bankruptcy proceedings, the Debtors
and IRS were negotiating a settlement of the 2000, 2001, and 2002
income tax liabilities.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest   
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).

D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.

When the Debtors filed for protection from their creditors, they
listed $2,235,557,000 in total assets and $1,870,785,000 in total
debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's Joint
Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged from
bankruptcy on Nov. 21, 2006.

(Winn-Dixie Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WP EVENFLO: S&P Rates $160 Million Senior Credit Facility at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Vandalia, Ohio-based WP Evenflo Holdings Inc.
which is a parent company of Evenflo Company Inc., a leading
manufacturer and marketer of specialty infant and juvenile
products.  The rating outlook is positive.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to WP Evenflo's $160 million senior secured first-lien
credit facility and $45 million second-lien term loan.  The
first-lien facilities were rated 'B-' with a recovery rating of
'2', indicating the expectation for substantial (80%-100%)
recovery of principal in the event of a payment default.  The
second-lien loan was rated 'CCC' with a recovery rating of '5',
indicating the expectation for negligible (0%-25%) recovery of
principal in the event of a payment default.

"The 'B-' corporate credit rating reflects WP Evenflo's highly
leveraged capital structure, low operating margins for a branded
consumer products company, potential for adverse publicity for its
specialty infant and juvenile product sales, and past operating
difficulties," said Standard & Poor's credit analyst Patrick
Jeffrey.

Somewhat offsetting these factors are the company's leading market
position and good industry demographics within select categories
of the specialty infant and juvenile products industry.


* U.S. Business Bankruptcies to Increase by 12% in 2007
-------------------------------------------------------
The nation's continued economic slowdown - coupled with
increased costs of doing business - will cause the number of
American business bankruptcies to rise this year.  Following a
business failures rate in 2006 that was the nation's lowest
since 1980, the number should rise by approximately 12% in 2007
according to analysis from global trade credit insurer and
accounts receivable management service provider Euler Hermes
ACI.

In 2006, the Euler Hermes Business Failures Index (BFI) registered
a 30% decline in business bankruptcies.  However, this in fact was
only a correction for the exceptional 14% surge in insolvencies
from 2005 - an increase due mainly to action by many businesses
that were anticipating the new bankruptcy laws that took effect in
October 2005.  Thus, the figures for the first nine months of 2006
showed 14,529 failures, down by 45% from the same period in 2005.  
In addition, business profits have been surprisingly good in
recent quarters and were expected to rise by more than 15% for
2006, which also helped to trim the number of business
bankruptcies.

The exceptional impact of the changed bankruptcy legislation on
the number of business failures should gradually blur throughout
2007, and the BFI figures should return to a trend more consistent
with the U.S. economy and with the financial state of businesses.  
The slowdown in economic activity should limit U.S. GDP growth to
approximately 2.2% in 2007 - as opposed to 3.3% in 2006 - while
the increased production costs and impact of higher interest rates
will weigh on business profits.  As a result, the BFI should rise
by 12% for the United States this year.

Globally, the outlook for 2007 is less promising than that of
2006, given the worsening cyclical economic picture.  GDP growth
should slow by between 0.5% to 1.0% in most countries, taking
world growth from 3.7% in 2006 to 3.0% in 2007.  Overall, the
global BFI figure - based on forecasts for the 33 countries in
the study that account for 83% of the world GDP - should increase
by 4% in 2007.

The full BFI data will be published in the upcoming Euler Hermes
Insolvency Outlook publication, which is available upon request.

Headquartered in Owings Mills, Maryland, Euler Hermes ACI --
http://www.eulerhermes.com/usa/-- is the US subsidiary of the   
Euler Hermes Group and the oldest and largest provider of trade
credit insurance in North America.  

Euler Hermes is the worldwide leader in credit insurance and one
of the leaders in bonding and guarantees.  With 5,500 employees in
48 countries, Euler Hermes offers a complete range of services for
the management of customer receivables.  The group posted a 2.01
billion euro turnover in 2006.

Euler Hermes, a subsidiary of AGF and a member of Allianz, is
listed on Euronext Paris.  Standard & Poor's rates the group and
its principal credit insurance subsidiaries AA-.


* Economist Todd McFall Joins Alvarez & Marsal as Manager
---------------------------------------------------------
Alvarez & Marsal Dispute Analysis & Forensic Services, LLC, an
affiliate of Alvarez & Marsal, announced that economist Todd
McFall joined as a manager.  Dr. McFall is based in New York.

Dr. McFall specializes in providing expert testimony consulting
services in a variety of legal contexts.  Prior to joining A&M,
he spent two years as a visiting instructor with the economics
department of Wake Forest University, and a year in pricing
reinsurance for ScottishRe, Inc.

"Todd's background and expertise in the area of economics and
risk management is an extremely valuable asset for handling
critical issues in the resolution of commercial disputes and
regulatory exposure," said Dov Frishberg, managing director of
Alvarez & Marsal Dispute Analysis & Forensic Services.  "As the
firm continues to expand its analytical and investigative service
offerings to the legal and corporate communities, he is a welcome
addition to our team of experienced professionals."

Dr. McFall earned a bachelor's degree in education from Miami
University in Oxford, Ohio, and a Ph.D. in economics from North
Carolina State University.  He is a member of the American
Economic Association.

                Alvarez & Marsal Dispute Analysis

For more than 20 years, Alvarez & Marsal has set the standard for
working with organizations to solve complex problems, boost
performance and maximize value for stakeholders.  

Alvarez & Marsal Dispute Analysis & Forensic Services, LLC
provides a range of analytical and investigative services to major
law firms, corporate counsel and management of companies involved
in complex financial disputes, ranging from internal matters to
litigation.  The firm also conducts sophisticated financial and
economic analysis as well as performs corporate and technology
investigations to help companies identify and mitigate risks
and properly address internal or external financial inquiries.  
As litigation becomes ever more technology-driven A&M focuses
experienced professionals on electronic discovery and data mining
requirements for faster results and insight.

Alvarez & Marsal Dispute Analysis & Forensic Services provides:
Expert Testimony; Lost Profits Analysis; Business Valuation;
Business Interruption Claims; Accounting and Financial Analysis;
Claims Preparation and Review: Arbitration; Data Mining and Data
Analysis; Electronic Records Consulting; Corporate Investigations;
Technology Investigations and Healthcare Investigations.  [

                       About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex operational, financial and organizational
challenges.  The firm excels in problem solving and value
creation, and brings a bias toward executing solutions with a
distinctive hands-on approach to serving clients, management and
stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* Mark Belanger Joins Alvarez & Marsal as Senior Director
---------------------------------------------------------
Alvarez & Marsal, the independent, global professional services
firm, announced that Mark Belanger, an experienced investment
banker, has joined as a senior director, based in New York.

Most recently with FTI Capital Advisors, Mr. Belanger brings
more than 15 years of experience at world class institutions
including Credit Suisse First Boston and Banc of America
Securities.  With a long track record serving both healthy
and underperforming companies, Mr. Belanger specializes in
strategic and financial advisory services, including mergers,
acquisitions, divestitures, restructurings and financings.

"[Mr. Belanger] is a respected member of the financial
community who brings great expertise in working through the
nuances of a multifaceted transaction," said George Varughese,
managing director and head of Alvarez & Marsal's Corporate
Finance practice in New York.  "As we continue to expand our
corporate financial services across a broad range of industries,
he is a welcome addition to the global team."

Prior to joining A&M, Mr. Belanger led the energy and natural
resources practice at FTI Capital Advisors, LLC.  Before that
Mr. Belanger held senior banking positions at Credit Suisse First
Boston and Banc of America Securities.  Having advised companies
across a wide range of industries, Mr. Belanger has a particularly
strong background in energy, power, utilities and natural
resources.

Mr. Belanger earned a bachelor's degree from University of Toronto
and a master's degree in business administration from University
of Western Ontario.

                         Alvarez & Marsal

For more than 20 years, Alvarez & Marsal has set the standard for
working with organizations to solve complex problems, boost
performance and maximize value for stakeholders.

Alvarez & Marsal Business Consulting, LLC works closely with both
high-performing and under-performing organizations to improve
businesses processes - efficiently, economically and without
disruption.  Unlike traditional advisory firms, Alvarez & Marsal
Business Consulting goes beyond strategy recommendations and works
closely with clients as an extension of executive management teams
to implement action plans and create positive change.

With a team of professionals that excels in helping to drive
process improvement and value creation, A&M Business Consulting
offers: Strategy and Corporate Solutions; Information Technology
Solutions; Finance Solutions; Human Resources Solutions; Customer
and Channel Solutions and Outsourcing Advisory Services.

                       About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex operational, financial and organizational
challenges.  The firm excels in problem solving and value
creation, and brings a bias toward executing solutions with a
distinctive hands-on approach to serving clients, management and
stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong
operational heritage to provide specialized services, including
Turnaround and Management Advisory, Crisis and Interim Management,
Performance Improvement, Creditor Advisory Services, Corporate
Finance, Dispute Analysis and Forensics, Tax Advisory, Business
Consulting, Real Estate Advisory and Transaction Advisory.  A
network of experienced professionals in locations across the U.S.,
Europe, Asia and Latin America, enables the firm to deliver on
its proven reputation for leadership, problem solving and value
creation.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re American REIT, Inc.
   Bankr. E.D. Tex. Case No. 07-40308
      Chapter 11 Petition filed February 19, 2007
         See http://bankrupt.com/misc/txeb07-40308.pdf

In re 83 Worth St. Restaurant, Inc.
   Bankr. S.D.N.Y. Case No. 07-10407
      Chapter 11 Petition filed February 20, 2007
         See http://bankrupt.com/misc/nysb07-10407.pdf

In re Jose Luis Boscio Matos
   Bankr. D. P.R. Case No. 07-00766
      Chapter 11 Petition filed February 20, 2007
         See http://bankrupt.com/misc/prb07-00766.pdf

In re MEP Systems, LLC
   Bankr. M.D. N.C. Case No. 07-50248
      Chapter 11 Petition filed February 20, 2007
         See http://bankrupt.com/misc/ncmb07-50248.pdf

In re SS Brown Enterprises, Inc.
   Bankr. E.D. Mich. Case No. 07-30575
      Chapter 11 Petition filed February 20, 2007
         See http://bankrupt.com/misc/mieb07-30575.pdf

In re Sports Rock Cafe, Inc.
   Bankr. W.D. Pa. Case No. 07-21018
      Chapter 11 Petition filed February 20, 2007
         See http://bankrupt.com/misc/pawb07-21018.pdf

In re Total Graphics Services, Inc.
   Bankr. N.D. Ill. Case No. 07-02858
      Chapter 11 Petition filed February 20, 2007
         See http://bankrupt.com/misc/ilnb07-02858.pdf

In re Dania Boat Sales & Storage, Inc.
   Bankr. S.D. Fla. Case No. 07-11106
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/flsb07-11106.pdf

In re Daisy Mar Fabrics, Inc.
   Bankr. D. P.R. Case No. 07-00841
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/prb07-00841.pdf

In re Justin Lee Douglas
   Bankr. M.D. Tenn. Case No. 07-01265
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/tnmb07-01265.pdf

In re LRD Investments, LLC
   Bankr. D. Alaska Case No. 07-00073
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/akb07-00073.pdf

In re Scott Pogue
   Bankr. N.D. Ala. Case No. 07-00838
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/alnb07-00838.pdf

In re Shenango Valley Area Ambulance Service, Inc.
   Bankr. W.D. Pa. Case No. 07-10251
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/pawb07-10251.pdf

In re World Trattoria, LLC
   Bankr. S.D. Fla. Case No. 07-11117
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/flsb07-11117.pdf

In re Carpet Village Inc.
   Bankr. M.D. Ala. Case No. 07-30263
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/almb07-30263.pdf

In re Excellence Too Catering
   Bankr. E.D. Mich. Case No. 07-43563
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/mieb07-43563.pdf

In re Helen Warren
   Bankr. E.D. Va. Case No. 07-70375
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/vaeb07-70375.pdf

In re Horizon B.H.C.-Vineland, LLC
   Bankr. D. N.J. Case No. 07-12425
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/njb07-12425.pdf

In re Horizon Medical Day Care Center, Inc.
   Bankr. D. N.J. Case No. 07-12427
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/njb07-12427.pdf

In re Lambeau Electric Inc.
   Bankr. W.D. Wash. Case No. 07-10731
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/wawb07-10731.pdf

In re Modern Electrical Contractors, Inc.
   Bankr. D. Conn. Case No. 07-30401
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/ctb07-30401.pdf

In re Munez LLC
   Bankr. C.D. Calif. Case No. 07-11451
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/cacb07-11451.pdf

In re P&T Blessing, Inc.
   Bankr. W.D. Pa. Case No. 07-21079
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/pawb07-21079.pdf

In re Tippits Auto Sales, LLC
   Bankr. E.D. Va. Case No. 07-70379
      Chapter 11 Petition filed February 23, 2007
         See http://bankrupt.com/misc/vaeb07-70379.pdf

In re Euro-Quarters of Georgia, Inc.
   Bankr. N.D. Ga. Case No. 07-62991
      Chapter 11 Petition filed February 26, 2007
         See http://bankrupt.com/misc/ganb07-62991.pdf

In re Joseph A. Cindrich
   Bankr. W.D. Pa. Case No. 07-21133
      Chapter 11 Petition filed February 26, 2007
         See http://bankrupt.com/misc/pawb07-21133.pdf

In re Port Elizabeth Marina & Yacht Club
   Bankr. E.D. Mich. Case No. 07-20453
      Chapter 11 Petition filed February 26, 2007
         See http://bankrupt.com/misc/mieb07-20453.pdf

In re Pyka Aerospace, Inc.
   Bankr. W.D. Tex. Case No. 07-50450
      Chapter 11 Petition filed February 26, 2007
         See http://bankrupt.com/misc/txwb07-50450.pdf

In re Caring Heart Home Health Corp., Inc.
   Bankr. S.D. Fla. Case No. 07-11254
      Chapter 11 Petition filed February 27, 2007
         See http://bankrupt.com/misc/flsb07-11254.pdf

In re Hotel Spencer, Inc.
   Bankr. N.D. Iowa Case No. 07-00259
      Chapter 11 Petition filed February 27, 2007
         See http://bankrupt.com/misc/ianb07-00259.pdf

In re Unified Health Management Group, Inc.
   Bankr. D. Ariz. Case No. 07-00797
      Chapter 11 Petition filed February 27, 2007
         See http://bankrupt.com/misc/azb07-00797.pdf


                             *********

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 ***