TCR_Public/070302.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, March 2, 2007, Vol. 11, No. 52

                             Headlines

ACCELLENT INC: Posts $7.7 Mil. Net Loss in Quarter Ended Dec. 31
ACCELLENT INC: Weak Performance Prompts S&P's Negative Outlook
AK STEEL: Reaches Tentative Pact with IAM for Middletown Works
ALLIED WASTE: Plans to Sell $750 Million of 6.875% Senior Notes
ALLIED WASTE: Fitch Rates New $750 Million Senior Notes at B+

AMERICHOICE REALTY: Case Summary & 20 Largest Unsecured Creditors
AMERISOURCEBERGEN CORP: Moody's Revises Outlook to Positive
ARIAS ACQUISITIONS: Poor Performance Cues S&P's Negative Watch
ARIEL CBO: Moody's May Upgrade $91 Million Senior Notes' Rating
ATLANTIC WINE: Posts $186,537 Net Loss in Quarter Ended Dec. 31

ATLAS PIPELINE: Earns $33.7 Million in Full Year 2006
BAYOU GROUP: District Court Affirms Denial of Trustee Appointment
BAYOU GROUP: Christen Balks at Exclusive Period Extension Motion
BAYOU GROUP: Court Denies Dismissal of 95 Adversary Actions
BEAR STEARNS: DBRS Rates $16 Million Class B-5 Certificates at BB

BEAR STEARNS: Fitch Rates $3 Million Class B-6 Certificates at B
BEAR STEARNS: S&P Rates $7 Million Class O Certificates at B-
BNC MORTGAGE: DBRS Rates $12.2 Mil. Class B1 Certs. at BB (high)
BNC MORTGAGE: Fitch Rates $10.7 Mil. Class B2 Certificates at BB
CALPINE CORP: Adds Production Capacity at Deer Park Energy Center

CAMPBELL RESOURCES: Completes Obligations to Creditors Under Plan
CELESTICA INC: S&P Lowers Ratings and Says Outlook is Negative
CHASE MORTGAGE: Fitch Rates $1.2 Million B-3 Certificates at BB
CHEMED CORP: Moody's Affirms Ba2 Corporate Family Rating
CHINA AOXING: Posts $1 Million Net Loss in Quarter Ended Dec. 31

CITICORP MORTGAGE: Fitch Puts Low-B Ratings on Two Class Certs.
CITIGROUP MORTGAGE: DBRS Rates $15.2 Mil. Class Certs. at BB(high)
CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings on 4 Cert. Classes
CITIZENS COMMS: Earns $63.9 Million in Fourth Quarter 2006
CLARKE AMERICAN: S&P Rates $1.9 Billion Senior Facilities at B+

CLEAN POWER: Algonquin Plan Purchase Prompts DBRS to Hold Ratings
COLORADO INTERSTATE: Moody's Affirms Ratings and May Upgrade
COMMUNITY HEALTH: Earns $53.6 Mil. in Fourth Quarter Ended Dec. 31
COVENTRY HEALTH: Earns $156.1 Million in 2006 Fourth Quarter
CREDIT SUISSE: Fitch Assigns BB Rating to Class 1-B-4 Certificates

CWALT INC: Fitch Rates $3.2 Million Class B-4 Certificates at B
CWALT INC: Fitch Rates $1.76 Million Class B-4 Certificates at B
CWMBS INC: Fitch Assigns B Rating to Class B-4 Certificates
DAIMLERCHRYSLER AG: Chrysler Group February Sales Down 8%
DAIMLERCHRYSLER AG: Magna Interested in Chrysler's Future

DANA CORP: U.K. Units Settle Historic Balance Sheet Liabilities
DANA CORP: Can Sell Engine Products Biz to MAHLE for $157 Million
DELPHI CORP: Court Approves Barclays Bank Settlement Agreement
DEVELOPERS DIVERSIFIED: Earns $253.3 Million in Year Ended Dec. 31
EL PASO CORP: Sells American Natural to TransCanada for $2.8 Bil.

EL PASO CORP: Moody's Puts Ratings on Review for Possible Upgrade
EMERALD-NILE: Case Summary & 15 Largest Unsecured Creditors
FALCON AIR: Files Amended Plan & Disclosure Statement in Florida
FALCON AIR: Joint Hearings Scheduled for March 5
FEDERAL-MOGUL: Wants Court Approval on Citigroup Exit Financing

FERRO CORP: Earnings Prospects Cue S&P to Hold B+ Credit Rating
FIRST HORIZON: Fitch Rates Class B-5 Certificates at B
FIRST HORIZON: Fitch Assigns B Rating to Class B-5 Certificates
FORD MOTOR: Estimates $11.18 Billion in Restructuring Costs
FREEPORT-MCMORAN: S&P Lifts Corporate Credit Rating to BB from BB-

FREMONT GENERAL: Financial Filing Delay Cues Fitch to Cut Ratings
GEM SOLUTIONS: Posts $1.9 Million Loss in Quarter Ended Dec. 31
GENERAL MOTORS: Reports Increase in U.S. Sales for February
GENERAL NUTRITION: Moody's Places Corporate Family Rating at B3
HANLEY WOOD: Moody's Rates $110 Million Senior Add-on Loan at B2

INTERDENT SERVICE: Moody's Holds Corporate Family Rating at B3
ITRON INC: Moody's Review Ratings and May Downgrade
LAZY DAYS': Modest Performance Prompts S&P's Negative Outlook
LEVI STRAUSS: Secures New $325 Million Senior Unsecured Term Loan
LEVI STRAUSS: Moody's Rates Proposed $325 Mil. Senior Loan at B2

MED GEN: December 31 Balance Sheet Upside-Down by $7.6 Million
MESABA AVIATION: Court Approves Amended Disclosure Statement
MIRACLES OF PRAYER: Case Summary & Two Largest Unsecured Creditors
MORGAN STANLEY: Moody's Rates $9 Mil. Class Q Certificates at B3
MOTHERS WORK: Moody's Lifts Corporate Family Rating to B2 from B3

NOVASTAR FINANCIAL: Unit Closes $1.9 Billion Securitization
OCEANIA CRUISE: Refinancing Risk Prompts Moody's Negative Outlook
OWENS-BROCKWAY: Fitch Holds B Rating on Senior Unsecured Notes
OWENS-ILLINOIS: Fitch Holds Junk Rating on Preferred Stock
PACIFIC LUMBER: Wants Logan & Company as Claims & Noticing Agent

PACIFIC LUMBER: Panel Wants Pachulski Stang as Bankruptcy Counsel
PITTSBURGH BREWING: Files Amended Plan & Disclosure Statement
PRIMUS TELECOMMS: Amends $100 Million Term Loan Facility
PT HOLDINGS: Files Plan of Reorganization in Washington
QUANTUM CORP: Incurs $9.5 Mil. Net Loss for Quarter Ended Dec. 31

QUINTEK TECHNOLOGIES: Posts $688,715 Net Loss in Qtr Ended Dec. 31
ROSS NEWMAN: Case Summary & 13 Largest Unsecured Creditors
SHAW COMMS: Moody's Rates CDN$400 Million Notes Offering at Ba1
SIRIUS SATELLITE: CEO Would Agree to Concessions to Get XM Deal
SIRIUS SATELLITE: Dec. 31 Balance Sheet Upside-Down by $389 Mil.

SOLOMON DWEK: Chapter 11 Case Summary
STAR GAS: Good Performance Cues Moody's Stable Outlook
TERAX ENERGY: Earns $1.5 Million in Fiscal 2007 Second Quarter
TRICADIA CDO: Moody's Rates $7 Million Class F Notes at Ba2
TXU CORP: $45 Billion Buyout Cues Fitch's N Watch Negative

UNIVERSAL EXPRESS: Posts $6,980,236 Net Loss in Qtr Ended Dec. 31
U.S. DRY CLEANING: Hires Deborah Rechnitz as Merger Consultant
USG CORP: Subsidiary to Buy California Wholesale for $280 Million
WESTLB AG: Inks $100 Million Secured Loan Deal with AXIS Capital
WINSTON HOTELS: Moody's Eyes Downgrade on Preferred Stock's Rating

XM SATELLITE: Posts $718.9 Million Net Loss in Year Ended Dec. 31

* Huron Consulting Group Credit Agreement with LaSalle Bank
* Veteran Attorneys Form Litigation Firm Vincent & Moye, P.C.

* BOOK REVIEW: Ocean Transportation

                             *********

ACCELLENT INC: Posts $7.7 Mil. Net Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
Accellent Inc., a wholly owned subsidiary of Accellent Holdings
Corp., disclosed results for the three and twelve months ended
Dec. 31, 2006.

Net sales for the fourth quarter of 2006 decreased 11% to
$107.8 million compared with $120.9 million in the corresponding
period of 2005.  The net loss for the fourth quarter of 2006 was
$7.7 million compared to a net loss in the corresponding period of
2005 of $116.7 million.  The net loss for the fourth quarter of
2005 includes $126.5 million in one-time charges related to the
Kohlberg Kravis Roberts & Co. L.P. and Bain Capital acquisition of
the company on November 22, 2005.

Net sales for the year ended Dec. 31, 2006 increased 3% to
$474.1 million compared with $461.1 million in the corresponding
period of 2005.  The net loss for the 2006 year was $18.6 million
compared to a net loss in the corresponding period of 2005 of
$104.8 million.  The net loss for the year ended December 31, 2005
includes the one-time charges referenced above relating to the
2005 transaction.  The net loss for the year ended December 31,
2006 includes inventory step up charges of $6.4 million,
restructuring charges of $5.0 million and $1.1 million of non-cash
stock-based compensation charges.

Accellent Inc. -- http://www.accellent.com/-- provides fully
integrated outsourced manufacturing and engineering services to
the medical device industry in the cardiology, endoscopy and
orthopaedic markets.  Accellent has broad capabilities in design &
engineering services, precision component fabrication, finished
device assembly and complete supply chain management.  These
capabilities enhance customers' speed to market and return on
investment by allowing companies to refocus internal resources
more efficiently.


ACCELLENT INC: Weak Performance Prompts S&P's Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Accellent Inc. and revised its outlook to
negative from stable.

"This action reflects a weak 2006 fourth quarter, high debt
leverage, and bank loan covenants which will tighten in late
2007," said Standard & Poor's credit analyst Cheryl Richer.
Accellent ended the year with only $3 million of cash, and had to
draw $3 million on its revolver.  While growth should pick up
prospectively, the pace of growth remains uncertain.

The rating on Wilmington, Massachusetts-based Accellent reflects
the position of its wholly owned subsidiary, Accellent Corp., as a
leading, but small, participant in the fragmented medical device
contract manufacturing business.

"Protracted weakness in the company's key markets, while not
expected, could result in a rating downgrade within the next
year," said Ms. Richer.


AK STEEL: Reaches Tentative Pact with IAM for Middletown Works
--------------------------------------------------------------
AK Steel Corp. and the International Association of Machinists and
Aerospace Workers have reached a tentative agreement on a new
labor contract covering about 1,750 hourly production and
maintenance employees at the company's Middletown Works plant in
Ohio.

The IAM told the company that it would present the contract to its
members for ratification.  The new agreement would be effective
March 15, 2007, and run through Sept. 15, 2011.

If the rank-and-file members approve the settlement, it would end
the nation's longest current major work stoppage that began on
Nov. 30, 2005, various news agencies noted.

"I can only say the package that will be before the members will
be different from the previous ones that were brought to them,"
IAM Local Lodge 1943 President Brian Daley told the media.

According to Dayton Business Journal, details of the contract
include:

   -- placing employees in a IAM-backed pension plan;

   -- restructuring the workforce and places all production and
      maintenance workers into one of seven job descriptions
      occupying five labor grades.  AK Steel had long argued it
      needs the reduced number of job classes to remain
      competitive.

   -- beginning wages ranging from $15.66 per hour to
      $21.50 depending on job class.  Wages would increase to a
      range of $16.66 per hour to $22.50 per hour 36 months after
      the contract's effective date.  The union said the wage
      rates are competitive with those paid by other major
      integrated steel makers.

   -- a $7.7 million settlement agreement by AK Steel for
      resolution of all pending claims, cases, and grievances.
      This includes a 2005 profit-sharing payment of $2.6 million
      and a 2006 profit-sharing payment of $202,301;

   -- eliminating $250 and $500 deductibles in health insurance;

   -- guaranteeing workers at least 40 hours per week;

   -- reducing 20% monthly health care premium to 15% and then to
      12.5%;

   -- Profit sharing based upon income from operations, which the
      union says is easier to determine than in past contracts.

Headquartered in Middletown, Ohio, AK Steel Corp. (NYSE: AKS) --
http://www.aksteel.com/-- produces flat-rolled carbon, stainless
and electrical steels, as well as tubular steel products for the
automotive, appliance, construction and manufacturing markets.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006
Moody's Investors Service confirmed its B1 Corporate Family Rating
for AK Steel Corporation.


ALLIED WASTE: Plans to Sell $750 Million of 6.875% Senior Notes
---------------------------------------------------------------
Allied Waste North America Inc. intends to issue and sell to
UBS Securities LLC, Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc., and the other
financial institutions $750,000,000 in aggregate principal amount
of its 6.875% Senior Notes due 2017, which is subject to the terms
and conditions set forth herein.  The company said that it will
guarantee the Notes.

The Notes are to be issued pursuant to a Series Supplement, to
be dated as of the Closing Date, to an indenture, dated Dec. 23,
1998, among the Company, the Guarantors and U.S. Bank National
Association.

The Notes will be secured by a first priority lien on:

   a. all of the capital stock of Browning-Ferris Industries,
      LLC's domestic Restricted Subsidiaries;

   b. 65% of the capital stock of BFI's foreign Restricted
      Subsidiaries;

   c. all tangible and intangible assets currently owned by BFI
      and substantially all of BFI's domestic Restricted
      Subsidiaries; and

   d. certain tangible and intangible assets of certain wholly-
      owned subsidiaries of Allied.

BFI and its subsidiaries that own the Collateral entered into
a Shared Collateral Pledge Agreement, dated July 30, 1999 and
amended and restated as of April 29, 2003, among the company,
BFI, the Grantor Subsidiaries and the Collateral Trustee, a Shared
Collateral Security Agreement, dated July 30, 1999 and amended and
restated as of April 29, 2003, among the Company, BFI, the Grantor
Subsidiaries and the Collateral Trustee and a Collateral Trust
Agreement, dated July 30, 1999 and amended and restated as of
April 29, 2003, among the Company, BFI, the Grantor Subsidiaries
and the Collateral Trustee.

The Shared Collateral Agreements provide for the grant by BFI and
its subsidiaries that own the Collateral to the Collateral Trustee
for the ratable benefit of the Holders of the Notes of a pledge
of, or a security interest in, as the case may be, the Collateral.

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


ALLIED WASTE: Fitch Rates New $750 Million Senior Notes at B+
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+/RR3' to the
$750 million in new senior secured notes issued by Allied Waste
North America, Inc., a wholly owned subsidiary of Allied Waste
Industries, Inc.

The new notes mature in 2017 and carry a no call provision for
five years with a make-whole call provision exercisable any time
prior to the stated call dates.  Proceeds from the notes will be
used to retire AWNA's $750 million 8.5% senior secured notes due
2008.  The new notes are guaranteed by AW and substantially all of
AW's subsidiaries.  They are secured by a pledge of the stock of
substantially all of the subsidiaries of Browning-Ferris
Industries, LLC and certain of AW's other wholly owned
subsidiaries, as well as a security interest in the assets of BFI,
substantially all of its domestic subsidiaries and certain of AW's
other wholly owned subsidiaries.  The Issuer Default Rating for
AWNA is 'B' and the Rating Outlook is Stable.

The ratings for AW and its subsidiaries reflect the waste
company's solid market position, relatively low industry demand
volatility and the value of the company's landfill assets, weighed
against a relatively high debt load.  Over the course of 2006, AW
gained traction on its pricing initiatives, and, as a result,
consolidated internal revenue grew by 6.7% on volume growth of
only 0.8%.  The consolidated full-year operating margin, excluding
losses from divestitures and asset impairments, grew by 40 basis
points to 16.4% from 16.0%, and free cash flow rose to
$235 million from $2.2 million in 2005.  Although the company has
taken a firmer stance on pricing, its customer retention rate has
remained above 90%.

AW ended 2006 with a cash and equivalents balance of $94 million.
Liquidity is enhanced by access to a $1.58 billion revolving
credit facility that can be used for cash borrowings and to
support letters of credit.  As of Dec. 31, 2006, $1.18 billion was
available under the revolving credit facility after accounting for
outstanding letters of credit.  Balance sheet debt declined by
$181 million in 2006 to $6.91 billion, contributing to an
improvement in leverage, with total debt/EBITDA of 4.5x at
year-end 2006 versus 4.8x at year-end 2005.  In 2007, Fitch
expects leverage to decline further, as the company plans to
reduce debt by $260 million - $285 million during the year.

Concerns include continued high leverage, volatility in fuel
prices and high capital expenditures needs.  Also of concern is
the potential for future U.S. Internal Revenue Service payments
related to the capital loss recorded by BFI prior to its
acquisition by AW 1999, which could pressure free cash flow or
force an increase in debt.

The recovery ratings and notching in the debt structure of AW and
AWNA reflect Fitch's recovery expectations under a scenario in
which distressed enterprise value is allocated to the various debt
classes.  The recovery rating of 'RR3' for the new senior secured
notes reflects Fitch's expectation of good recovery prospects for
the notes in a distressed scenario, with expected recoveries of
50% - 70%.


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 on
February 27, 2007:

      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

Debtor-affiliate filing separate Chapter 11 petition on
February 28, 2007:

      Entity                               Case No.
      ------                               --------
      Ram Residential Equities I, LLC      07-00855

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

   Ram Residential            $1 Million to      $1 Million to
   Equities I, LLC            $100 Million       $100 Million

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


AMERISOURCEBERGEN CORP: Moody's Revises Outlook to Positive
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of
AmerisourceBergen Corporation while changing the outlook to
positive from stable.  The speculative grade liquidity rating of
SGL-1 is affirmed.

The change in outlook is primarily based on the following:

   (1) ABC is expected to generate solid free cash flow even as
       working capital needs stabilize;

   (2) financial policies are not expected to include large
       debt-funded initiatives; and

   (3) margins in the core pharmaceutical distribution segment are
       improving.

Ratings affirmed with a positive outlook:

   * AmerisourceBergen Corporation

      -- Ba1 Corporate Family Rating
      -- Ba1 Senior Unsecured Notes, LGD3, 49%
      -- Ba1 PDR
      -- SGL-1

ABC's Ba1 rating reflects its position as one of nation's three
major drug distributors.  Margins are showing signs of
improvement, due in part to operating efficiencies, as well as
increased sales of higher margin generic products.  The company
has reduced the number of distribution centers from 51 facilities
to 26 facilities.

Although ABC has historically taken a more conservative approach
toward acquisitions and dividends, the company has been aggressive
with share buybacks.  Despite the aggressive stance, leverage has
remained at lower levels because the company has not utilized
debt-financing for share repurchases.

The positive outlook assumes that ABC will continue to demonstrate
revenue growth in line with pharmaceutical spending, which Moody's
estimates in the 5%-7% range annually, and to generate sufficient
operating cash flow to make moderate-sized acquisitions without
significantly increasing financial leverage.  The outlook reflects
Moody's expectation that the company will maintain a Debt/EBITDA
ratio of less than 2.0x.

Under the current indenture, because the company is rated
investment grade by one rating agency, there are no covenants
related to change of control, restricted payment and debt
incurrence that provide key protection against event risk.

AmerisourceBergen Corporation, headquartered in Valley Forge,
Pennsylvania, is one of the nation's leading wholesale
distributors of pharmaceutical products and related services.


ARIAS ACQUISITIONS: Poor Performance Cues S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Arias Acquisitions Inc. to 'B-' from 'B' and placed it
on CreditWatch with negative implications.

"This action is in response to Arias's fourth-quarter 2006
results, which were well below expectations," explained
Standard & Poor's credit analyst Steven Ader.

"The results also raise a material concern that Arias will fall
out of compliance with the financial covenants on its outstanding
debt within the next 90 days."

The shortfall in earnings performance stemmed from the material
decline in new home construction in the latter part of 2006.  This
decline adversely affected the new home warranty business of
Arias's operating subsidiary, HBW Services LLC.  The downgrade
reflects Standard & Poor's belief that the weakness of the new
housing market--in combination with the ongoing challenge of
restoring positive sales momentum in the CGL business--will
continue to adversely affect revenues, operating performance, and
cash-flow generation over the next several quarters.  Although
Arias is expected to be a generator of cash flow, the downgrade
reflects the more precarious balance between operating cash-flow
generation and outstanding debt.  The ratings are on CreditWatch
to reflect the uncertainty that Arias will be successful in
modifying the debt covenants so as to mitigate the high
probability of default inherent in the current covenants.

Standard & Poor's expects Arias's earnings in 2007 to be flat, as
positive operating performance will be offset by interest
payments, and losses in the first half of the year will offset
gains in the second part of 2007.  Operating cash flow, reflecting
the noncash depreciation and amortization charges, is expected to
remain positive throughout the year, with material improvement by
year-end 2007.  The improvement is expected to be the result of
a more favorable new housing construction environment and improved
traction in CGL sales.  However, Arias's operating performance is
correlated with the new home construction environment and, as a
result, somewhat dependent on macroeconomic conditions.

If the covenants are successfully modified to preclude the
possibility of default, Standard & Poor's will most likely remove
the ratings from CreditWatch, affirm them, and assign a negative
outlook, reflecting the continued uncertainty of the impact of the
diminished new construction market.

The rating could be lowered to the 'CCC' level if efforts to
renegotiate the covenants are unsuccessful or if future compliance
to revised covenants is contingent on a material positive change
to the new construction market in the next several quarters.  The
rating could also be lowered if cash flow diminishes to the extent
that it is uncertain that debt obligations will be met.


ARIEL CBO: Moody's May Upgrade $91 Million Senior Notes' Rating
---------------------------------------------------------------
Moody's Investors Service placed the notes issued in 1997 by Ariel
CBO, Ltd. on watch for possible upgrade:

   * The $91,000,000 Senior Notes due June 2009

      -- Prior Rating: Ba1
      -- Current Rating: Ba1 and on watch for possible upgrade

According to Moody's, the rating action is related to the
improvement of the Senior Par Value Test as the Senior Notes
delever.


ATLANTIC WINE: Posts $186,537 Net Loss in Quarter Ended Dec. 31
---------------------------------------------------------------
Atlantic Wine Agencies Inc. reported a $186,537 net loss on
$20,577 of net sales for the third quarter ended Dec. 31, 2006,
compared with a $725,904 net loss on $468,723 of net sales for the
same period a year ago.

Net loss decreased $539,367 for the quarter ended Dec. 31, 2006,
mainly due to the $992,796 decrease in costs and expenses, which
more than offset the $448,146 decrease in net sales.

At Dec. 31, 2006, the company's balance sheet showed $3,496,192
in total assets, $1,877,504 in total liabilities, and $1,618,688
in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $816,044 in total current assets available to pay
$1,877,504 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?1a92

                           Going Concern

As reported on the Troubled Company Reporter on July 20, 2006,
Meyler & Company, LLC, in Middletown, New Jersey, raised
substantial doubt about Atlantic Wine Agencies Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended
March 31, 2006, and 2005.  The auditor pointed to the company's
losses since inception and uncertainties over its ability to
obtain additional capital and operate successfully.

                        About Atlantic Wine

London-based Atlantic Wine Agencies Inc. (OTC BB: AWNA.OB) --
http://www.atlanticwineagencies.com/-- is a public listed company
supported by a small group of key investors who are passionate
wine enthusiasts.  The company purchased Mount Rozier Estatem, a
world-class vineyard estate in Stellenbosch, South Africa, in
February 2004.  The group has two key business areas: a brand
building wine business and a leisure/lifestyle development
business.  Each is operated separately with management and
organizations within the group under the control of the main
board.


ATLAS PIPELINE: Earns $33.7 Million in Full Year 2006
-----------------------------------------------------
Atlas Pipeline Partners L.P. reported net income for the full year
2006 of $33.7 million, an increase of 31% over the prior year.
Revenues rose to a record level of $464.7 million, an increase of
$93.2 million, or 25%, compared with the prior year.

Net income for the fourth quarter 2006 was $7.5 million compared
with $10.9 million for the fourth quarter 2005.

Fourth quarter results were adversely affected by unfavorable
movements in commodity prices during the quarter partially offset
by increased volumes, a third party's delay in installing the
natural gas liquids transportation pipeline from the new
Sweetwater processing facility resulting in minimal contributions
to the quarter from Sweetwater, and a one-time charge of
$1.1 million for employee expense relating to the Partnership's
parent company's shift from a September 30 fiscal year to a
calendar year financial reporting period.

The Partnership has paid a quarterly cash distribution for the
fourth quarter 2006 of $0.86 per common limited partner unit. This
brings distributions declared per common limited partner unit for
the year ended Dec. 31, 2006, to $3.40, an increase of $0.24, or
8%, from the prior year.

Due to the continued growth in transmission and gathering volumes,
the Partnership has begun efforts on several organic growth
projects to strengthen its asset base in the Mid-Continent region.
First, the Partnership will commence construction of an additional
60 MMcfd expansion of its 120 MMcfd Sweetwater processing
facility.  Concurrent with this expansion, the Partnership will
significantly expand its gas gathering system in western Oklahoma
and the Texas Panhandle.  The Partnership expects the expansion of
the processing facility and gathering systems to be substantially
completed by the first half of 2008. Additionally, the Partnership
will increase compression and loop certain existing pipelines on
its NOARK interstate pipeline system, the combination of which
will increase throughput capacity to approximately 450 MMcfd.
This expansion will consist of 6,000 horsepower of mainline
compression and 15 miles of looped 12-inch high pressure pipeline.
The targeted completion timeframe is early 2008. The Partnership
also continues to pursue the expansion and extension of the NOARK
pipeline, as previously disclosed, and will pursue this project
aggressively.

Finally, in reviewing its financial results for the year ended
Dec. 31, 2006, the Partnership determined that previously reported
net income for the third quarter of 2006 and nine months ended
Sept. 30, 2006, should be increased by $2.3 million.  This
increase was due to the recognition of a gain with respect to
certain financial hedge instruments under Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities."

At Dec. 31, 2006, the Partnership had $324.1 million of total
debt, including the $285.0 million of senior unsecured notes and
$38.0 million of outstanding borrowings under its $225.0 million
credit facility.

                  About Atlas Pipeline Partners

Atlas Pipeline Partners, L.P. (NYSE: APL) --
http://www.atlaspipelinepartners.com/-- is active in the
transmission, gathering and processing segments of the midstream
natural gas industry.  In the Mid-Continent region of Oklahoma,
Arkansas, northern Texas and the Texas panhandle, the Partnership
owns and operates approximately 1,900 miles of active intrastate
gas gathering pipeline and a 565-mile interstate natural gas
pipeline.  The Partnership also operates three gas processing
plants and a treating facility in Velma, Elk City, Sweetwater and
Prentiss, Oklahoma where natural gas liquids and impurities are
removed.  In Appalachia, it owns and operates approximately 1,600
miles of natural gas gathering pipelines in western Pennsylvania,
western New York and eastern Ohio.

Atlas Pipeline Holdings, L.P. (NYSE: AHD) is the parent company of
Atlas Pipeline Partners, L.P.'s general partner and owner of
1,641,026 limited partner units of Atlas Pipeline Partners, L.P.

Atlas America, Inc. (NASDAQ: ATLS) owns an 80% common unit
interest and all of the Class A and management incentive interests
in Atlas Energy Resources, LLC. Atlas America also owns an 83%
interest in Atlas Pipeline Holdings, L.P.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service affirmed its B1 corporate family rating
on Atlas Pipeline Partners, L.P.  At the same time, the rating
agency downgraded its B1 probability-of-default rating on the
Company's 8.125% Senior Unsecured Global Notes due 2015 to B2, and
attached an LGD5 rating on these notes, suggesting noteholders
will experience a 71% loss in the event of a default.


BAYOU GROUP: District Court Affirms Denial of Trustee Appointment
-----------------------------------------------------------------
The U.S. District Court for the Southern District of New York
affirmed Bankruptcy Court Judge Adlai S. Hardin, Jr.'s denial of
the U.S. Trustee's request to appoint a chapter 11 trustee in
Bayou Group, LLC, and its debtor-affiliates' bankruptcy
proceedings.

Judge Hardin had concluded that granting the U.S. Trustee's motion
would be tantamount to overturning the District Court's April 28,
2006, order appointing Jeff J. Marwil, Esq., as receiver and
"exclusive managing member" of Bayou Group LLC and its related
entities.

The District Court appointed Mr. Marwil before any U.S.-based
Bayou entity filed for bankruptcy, and at the behest of a group of
Bayou creditors calling themselves "The Unofficial On-Shore
Creditors' Committee of the Bayou Family of Companies."

Judge Hardin said he did not have the power to overturn the
District Court's order, and even if he did, he would not because
he sees no need for the appointment of a Chapter 11 Trustee.

Judge Hardin concluded that the District Court's April 28 Order
had set up corporate management for each of the Bayou On-Shore
Entities, which allowed them to operate as debtors-in-possession
and obviated the need for a Chapter 11 trustee.

The District Court noted that Judge Hardin is correct.  The
District Court's order clearly contemplated appointing Mr. Marwil
as both a receiver and as Bayou's corporate management.  "The
corporate governance appointment was not made pursuant to federal
receivership statutes only, but pursuant to federal securities
laws and the District Court's inherent authority as well.  Thus,
[Mr. Marwil's] corporate management appointment was not merely
derivative of his receivership appointment, and his corporate
management role did not cease when he caused the Bayou entities to
file for bankruptcy."

                     Bankruptcy Code Loophole

According to the District Court, the result exposes a loophole in
the Bankruptcy Code.

The 1978 Bankruptcy Reform Act expressly sought to supplant
federal equity receivers from bankruptcy proceedings with the
United States Trustee.  The Unofficial Committee essentially found
a way to appoint their own bankruptcy "trustee," by having a
district judge do it prior to any filing in bankruptcy.  However,
the District Court notes, nothing in the Bankruptcy Code -- as it
is presently drafted -- precluded them from moving the District
Court to appoint corporate governance for the Bayou entities, pre-
petition.

The District Court notes that even where the estate's principals
are criminals and it is obvious pre-petition that the conditions
for appointing a bankruptcy trustee will eventually be met,
nothing in the Bankruptcy Code precludes a federal district judge
from appointing corporate management, prior to the filing of any
petition in bankruptcy.  And nothing in the Bankruptcy Code
deprives a corporate manager thus appointed from continuing as
manager after the bankruptcy filing.

While the Bankruptcy Code does not prohibit these practices, the
District Court says, the U.S. Trustee can take some solace in the
fact that this chain of events will rarely occur.  The necessary
ingredients -- corrupt management, inevitable bankruptcy, and a
highly motivated group of creditors desirous of a particular
individual to manage a troubled estate -- will not often appear
ensemble.

"If this is deemed inappropriate, the remedy lies with Congress,"
the District Court said.

Before the Debtors' bankruptcy filing, Bayou's principals, Samuel
Israel, III, and Daniel E. Marino, pled guilty to conspiracy to
commit fraud, mail and wire fraud, and investment advisor fraud.
They are presently awaiting sentencing.

                          Appointment Plea

As reported in the Troubled Company Reporter on July 10, 2006, the
U.S. Trustee wanted a chapter 11 trustee appointed citing that the
debtor's chapter 11 case should be administered by a disinterested
trustee with clear legal authority to pursue litigation and
propose a plan.

The U.S. Trustee said that as receiver, Mr. Marwil has limited
ability to act as a fiduciary in a bankruptcy case.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BAYOU GROUP: Christen Balks at Exclusive Period Extension Motion
----------------------------------------------------------------
Dr. Samuel E. Christen opposes Bayou Group LLC and its debtor-
affiliates' second request for further extension of their
exclusive period to file a plan until Aug. 28, 2007.

The Debtors sought the extension contending that it needs to
manage 102 active lawsuits against investors withdrawing money
within two years before they filed for bankruptcy.  The Debtors
believe that the cases could bring in more than $135 million to
the estate.

In behalf of Dr. Christen, Richard M. Allen, Esq., at North
Egremont, Mass., argues that pending litigation is generally not a
ground for granting an extension of exclusive periods,
particularly when the litigation has been commenced by the
debtors.

"Because of the 'ambitious litigation strategy' adopted by the
Debtors and the sheer weight of pursuing over one hundred
adversary proceedings, the cost of these cases has been and will
continue to be very, very substantial, Mr. Allen avers.

Mr. Allen contends that the Debtors have neither indicated how
those costs will be managed nor how a plan can be implemented in
light of them.  He points out that in their January monthly
operating reports, cumulative revenues of $432,847 have been
dwarfed by cumulative fees and expenses of $2,767,847.

Continuing will require more and more borrowing under the Debtors'
debtor-in-possession financing, repayment of which depends on
questionable litigation recoveries, Mr. Allen warns.

The Debtors must show that whatever plan they propose has some
promise of probable success, however, Mr. Allen asserts,
formulating a confirmable plan for the Bayou entities may well be
an insurmountable task, given their state of demise.

Accordingly, Mr. Allen asks the Honorable Adlai S. Hardin Jr. of
the U.S. Bankruptcy Court for the Southern District of New York
to deny the Debtors' request.

                          Debtors Respond

Representing the Debtors, Elise Scherr Frejka, Esq., at Dechert
LLP tells Judge Hardin that Dr. Christen is not currently a
creditor of the Debtors, but rather is an adversary proceeding
defendant who is alleged to have redeemed his entire Bayou
investment of $825,000, as well as fictitious profits of $121,098.
Thus, Frejka contends, Dr. Christen's true objection is that he
does not want to be an adversary proceeding defendant.

According to Frejka, Dr. Christen merely repeats verbatim his
failed Sept. 21, 2006 objection to the Debtors' first motion for
an order extending their exclusive periods to file a plan dated
Aug. 28, 2006.

In this regard, Frejka asks the Court to overrule Dr. Christen's
objection.

               Committee Says Extension is Necessary

The Official Committee of Unsecured Creditors agrees that
extending the Debtors' exclusive periods is in the best interests
of creditors and the estates, because:

   i) there are important contingencies that must be resolved
      prior to the filing of a plan or plans of reorganization;

  ii) the Debtors have made progress in these cases; and

iii) the extension of the exclusive periods will not harm any
      party-in-interest in these cases.

The Committee believes that opening the Debtors' chapter 11 cases
to competing plans at this juncture would be contrary to the best
interest of creditors.

"Creating a multiple-plan process always increases expenses of
administration by requiring the consideration of additional, or at
least more complex, disclosure statements, solicitation and
tabulation procedures, motions for temporary allowance of claims,
motions to designate votes, and other related processes," counsel
to the Committee Joseph A. Gershman, Esq., at Kasowitz, Benson,
Torres & Friedman LLP argues.  "Here, moreover, one can expect
that any parties seeking to file plans, in particular Dr.
Christen, would be those who have special interests, e.g.,
litigation defendants, who hope to use the plan process to enhance
their litigation strategies rather than benefit the estates."

Any such plans, Mr. Gershman avers, would be extremely unpalatable
to creditors who are not litigation defendants, and therefore
subject to vigorous opposition and litigation.  Subjecting all
creditors to such expense is unwarranted, he adds.

The Committee shares Dr. Christen's concern that the Debtors'
litigation should be conducted in as cost-effective and
streamlined manner as is reasonable under the circumstances.
However, the Committee suggests that if Dr. Christen believes he
has serious proposals for streamlining the estates' litigation and
administrative costs, he should present them to the Debtors and
the Committee, and at least seek to engage in plan negotiations
with them before creating a litigious and expensive confirmation
environment.

The Committee says it would consider any such proposal in good
faith, and expects to revisit its support for continuing the
Debtors' exclusive periods in the future as facts and
circumstances evolve in these cases.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BAYOU GROUP: Court Denies Dismissal of 95 Adversary Actions
-----------------------------------------------------------
The Hon. Adlai S. Hardin, Jr. of the U.S. Bankruptcy Court for the
Southern District of New York denied the motions to dismiss the
amended complaints in 95 adversary proceedings filed by Bayou
Group LLC and its debtor-affiliates against persons and entities
who invested in the three hedge funds organized in 2003 -- Bayou
Superfund LLC, Bayou No Leverage Fund LLC, and Bayou Accredited
Fund LLC.

The adversary proceedings were commenced by the Debtors to recover
alleged fraudulent conveyances under Sections 544 and 548 of the
Bankruptcy Code and Sections 273-276 of the New York Debtor and
Creditor Law.

The alleged fraudulent conveyances are payments to the investor
defendants of "non-existent principal and fictitious profits" in
redemption of the defendants' interests in the Bayou Hedge Funds
as reflected in the Funds' false financial reports.

Creditors, court papers say, have lost approximately $250 million
in investments.

The investor defendants sought to dismiss the amended complaints
in the adversary proceedings arguing that the amended complaints
do not sufficiently allege that the Bayou redemption payments were
made with the "actual intent" to hinder, delay and defraud.

The defendants asserted that the Bayou facts do not constitute a
classic Ponzi scheme so that the "Ponzi scheme presumption" does
not apply, and that plaintiffs have not alleged "badges of fraud"
sufficient to give rise to an inference of actual intent.

The Bayou fraud is characterized in the amended complaint as in
the nature of a Ponzi scheme because the fraudulent payments to
the redeeming investor-defendants were necessarily funded by
amounts received from new investors.

Judge Hardin ruled that courts have widely found that Ponzi scheme
operators necessarily act with actual intent to defraud creditors
due to the very nature of their schemes, hence, it is impossible
to imagine any motive for the conduct other than actual intent to
hinder, delay or defraud.

Additionally, the defendants argued that by returning investment
principal to the defendants the Bayou Hedge Funds satisfied their
antecedent debt to the defendants and thereby received "value."

The Court held that plaintiffs are entitled to recover the
entirety of any transfer made with actual intent to defraud
whether or not the plaintiffs received value in exchange for the
transfer.

The defendants further contend that they received the redemption
payments in good faith and without knowledge of any fraud, and
that the amended complaints do not adequately plead want of good
faith on their part.

"It is not incumbent on the plaintiffs to plead lack of good faith
on defendants' part because lack of good faith is not an element
of a plaintiff's claim under Section 548(a)(1) [of the Bankruptcy
Code]," Judge Hardin opined.  "In any event, the plaintiffs'
failure to adequately plead a lack of good faith on the part of
the defendants is not a ground for dismissal under Rule 12(b)(6)
[of the Federal Rules of Civil Procedure]."

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BEAR STEARNS: DBRS Rates $16 Million Class B-5 Certificates at BB
-----------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the
Mortgage Pass-Through Certificates, Series 2007-AR2 issued by
Bear Stearns Mortgage Funding Trust 2007-AR2:

   * $430.9 million Class A-1 rated at AAA
   * $215.5 million Class A-2 rated at AAA
   * $71.8 million Class A-3 rated at AAA
   * 29.2 million Class B-1 rated at AA
   * $15.6 million Class B-2 rated at A
   * $11.6 million Class B-3 rated at BBB
   * $4 million Class B-4 rated at BBB
   * $16 million Class B-5 rated at BB

The AAA ratings on the Class A certificates reflect credit
enhancement provided by excess spread, including targeted
overcollateralization of 0.80% of the collateral and the
subordinate classes.  The AA, A, BBB, BBB and BB ratings on
Classes B-1 through B-5 reflect credit enhancement provided by
excess spread, OC and subordination.  In the cases of B-1 through
B-4, subordination is 5.90%, 3.95%, 2.50% and 2.00%, respectively.

The ratings on the certificates also reflect the quality of the
underlying assets and the capabilities of EMC Mortgage Corporation
as Servicer.  Wells Fargo Bank, National Association will act as
Trustee and custodian.  In addition, the certificates will be
entitled to the benefits of interest-rate cap contracts with ABN
AMRO Bank, N.V.  The Trust will receive floating-rate payments
indexed to the one-month LIBOR on declining cap notional balances
in exchange for fixed-rate payments to the Cap Counterparty.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th of each month, commencing in March
2007.  Interest will first be paid concurrently to the Senior
Certificates, followed by sequential-interest payments to the
subordinate classes.  Until the step-down date, principal
collected will be paid exclusively to the Senior Certificates
unless each of such classes has been paid down to zero. After the
step-down date -- and provided that certain performance tests have
been met -- principal payments will be distributed among the
certificates of all classes on a pro rata basis.  In addition,
provided that certain performance tests have been met, the level
of overcollateralization may be allowed to step down to 2.00% and
1.60% of the then-current balance of the mortgage loans.

All mortgage loans in the Underlying Trust were originated or
acquired by Bear Stearns Residential Mortgage Corporation and EMC
Mortgage Corporation.  All the loans are first-lien, payment-
option, hybrid-adjustable rate mortgages that are fixed for the
first five years.  During the fixed-rate period, a borrower may
make one of three payments: the fixed fully amortizing payment,
the fixed fully indexed interest-only payment or the fixed minimum
payment that may result in negative amortization. After the five-
year initial fixed period, the loans adjust semi-annually or
annually and are indexed to the six-month or the one-year LIBOR
plus a gross margin.

After year five, or the loan has reached its negative amortization
cap, the minimum payment is adjusted to a fully indexed interest-
only payment.  As of the cut-off date, the aggregate principal
balance of the mortgage loans is $801,108,419, the weighted-
average mortgage rate is 7.594%, the weighted-average FICO is
712, and the weighted-average original loan-to-value is 76.64%.


BEAR STEARNS: Fitch Rates $3 Million Class B-6 Certificates at B
----------------------------------------------------------------
Bear Stearns ARM Trust, Mortgage-Pass-Through Certificates, Series
2007-1 are rated by Fitch as:

   -- $951,915,150 classes I-A-1 and I-A-2, II-A-1 and II-A-2,
      III-A-1 and III-A-2, IV-A-1, and V-A-1 and V-A-2, $150
      (residual classes) R-1 through R-III, and $951,915,150
      (notional amount) classes I-X-1, II-X-1, III-X-1, IV-X-1 and
      V-X-1 'AAA' ('senior certificates');

   -- $24,547,000 class B-1 'AA+';

   -- $4,510,000 class B-2 'AA';

   -- $7,015,000 class B-3 'A';

   -- $5,009,000 class B-4 'BBB';

   -- $3,508,000 non-offered class B-5 'BB'; and

   -- $3,005,000 non-offered class B-6 'B'.

The 'AAA' ratings on the senior certificates reflect the 5.00%
subordination provided by the 2.45% class B-1, the 0.45% class
B-2, the 0.70% class B-3, the 0.50% class B-4, the 0.35% class
B-5, the 0.30% class B-6, and the 0.25% class B-7.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the master servicing
capabilities of EMC Mortgage Corporation.

The transaction is secured by conventional one-to-four family,
adjustable rate mortgage loans secured by first liens on
residential real estate properties.  The primary originators are
Countrywide Home Loans, Inc. (61.70%) and Wells Fargo Bank, N.A.
(35.27%).

The mortgage loans have an aggregate principal balance of
$1,002,019,247.46 as of the Feb. 1, 2006, cut-off date an average
balance of $517,839 a weighted average remaining term to maturity
of 357 months, a weighted average original loan-to-value ratio of
72.89% and a weighted average coupon of 6.187%.  Cash-out
refinances account for 29.00% of the loans.  The weighted average
FICO credit scores of the loans is 740.  Owner occupied properties
comprise 80.90% of the loans.  The states that represent the
largest geographic concentration are California (50.05%) and
Florida (6.55%).  All other states represent less than 5% of the
outstanding balance of the pool.


BEAR STEARNS: S&P Rates $7 Million Class O Certificates at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Trust
2007-PWR15's $2.8 billion commercial mortgage pass-through
certificates series 2007-PWR15.

The preliminary ratings are based on information as of
Feb. 28, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
AB, A-4, A-1A, A-M, and A-J are currently being offered publicly.
Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.34x, a beginning
LTV of 104.7%, and an ending LTV of 97.6%.  The rated final
maturity date for these certificates is February 2044.

                   Preliminary Ratings Assigned

                    Bear Stearns Commercial Mortgage
                     Securities Trust 2007-PWR15

                            Preliminary       Recommended credit
   Class          Rating      amount              support
   ----           ------    ----------        ------------------
   A-1            AAA        $85,700,000          30.000%
   A-2            AAA       $254,000,000          30.000%
   A-3            AAA        $71,800,000          30.000%
   A-AB           AAA       $101,500,000          30.000%
   A-4            AAA     $1,145,216,000          30.000%
   A-1A           AAA       $306,757,000          30.000%
   A-M            AAA       $280,710,000          20.000%
   A-J            AAA       $242,113,000          11.375%
   X*             AAA     $2,807,104,970           N/A
   B              AA         $52,633,000           9.500%
   C              AA-        $28,072,000           8.500%
   D              A          $38,597,000           7.125%
   E              A-         $28,071,000           6.125%
   F              BBB+       $38,598,000           4.750%
   G              BBB        $28,071,000           3.750%
   H              BBB-       $28,071,000           2.750%
   J              BB+        $10,527,000           2.375%
   K              BB          $7,017,000           2.125%
   L              BB-        $10,527,000           1.750%
   M              B+          $3,509,000           1.625%
   N              B           $7,018,000           1.375%
   O              B-          $7,018,000           1.125%
   P              NR         $31,579,970           0.000%

         * Interest-only class with a notional amount.
                   N/A -- Not applicable.
                      NR -- Not rated


BNC MORTGAGE: DBRS Rates $12.2 Mil. Class B1 Certs. at BB (high)
----------------------------------------------------------------
Dominion Bond Ratings Service assigned these ratings to the
Mortgage Pass-Through Certificates, Series 2007-1 issued by BNC
Mortgage Loan Trust 2007-1:

   * $420 million Class A1 rated at AAA
   * $205.9 million Class A2 rated at AAA
   * $35.3 million Class A3 rated at AAA
   * $73.9 million Class A4 rated at AAA
   * $29.6 million Class A5 rated at AAA
   * $44.9 million Class M1 rated at AA (high)
   * $44.9 million Class M2 rated at AA
   * $14.7 million Class M3 rated at AA (low)
   * $17.1 million Class M4 rated at A (high)
   * $16.6 million Class M5 rated at "A"
   * $9.8 million Class M6 rated at A (low)
   * $9.3 million Class M7 rated at BBB (high)
   * $8.3 million Class M8 rated at BBB
   * $9.3 million Class M9 rated at BBB (low)
   * $12.2 million Class B1 rated at BB (high)
   * $10.7 million Class B2 rated at BB

The AAA ratings on the Class A senior certificates reflect 21.75%
of credit enhancement provided by the subordinate classes, initial
overcollateralization and monthly excess spread.  The AA (high)
rating on Class M1 reflects 17.15% of credit enhancement.  The AA
rating on Class M2 reflects 12.55% of credit enhancement.  The AA
(low) rating on Class M3 reflects 11.05% of credit enhancement.
The A (high) rating on Class M4 reflects 9.30% of credit
enhancement.  The "A" rating on Class M5 reflects 7.60% of credit
enhancement.  The A (low) rating on Class M6 reflects 6.60% of
credit enhancement.  The BBB (high) rating on Class M7 reflects
5.65% of credit enhancement.  The BBB rating on Class M8 reflects
4.80% of credit enhancement.  The BBB (low) rating on Class M9
reflects 3.85% of credit enhancement.  The BB (high) rating on
Class B1 reflects 2.60% of credit enhancement.  The BB rating on
Class B2 reflects 1.50% of credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of JPMorgan Chase Bank,
National Association, Option One Mortgage Corporation and Wells
Fargo Bank, N.A. as Servicers, Aurora Loan Services LLC as Master
Servicer, as well as the integrity of the legal structure of the
transaction.  U.S. Bank National Association will act as Trustee.
The trust will enter into an interest rate swap agreement with
Lehman Brothers Special Financing, Inc.  The trust will pay to the
Swap Provider a fixed payment ranging from 4.99% to 5.47% per
annum and receive a floating payment at LIBOR from the Swap
Provider.  The trust will also enter into an interest rate cap
agreement with Lehman Brothers Special Financing, Inc. with a
strike rate of 6.50%.

Interest will be paid to the Class A certificates, followed by
interest to the subordinate classes.  Unless paid down to zero,
principal collected will be paid exclusively to the Class A
certificates until the step-down date.  After the step-down date,
and provided that certain performance tests have been met,
principal payments may be distributed to the subordinate
certificates.  Additionally, provided that certain performance
tests have been met, the level of overcollateralization may be
allowed to step down to 3% of the then-current balance of the
mortgage loans.

The Underlying Trust consists of first and second lien residential
mortgage loans that were originated by BNC Mortgage, Inc.  As of
the cut-off date, the aggregate principal balance of the mortgage
loans is $977,074,930.  The weighted-average mortgage coupon is
7.905%, the weighted-average FICO is 624 and the weighted-average
original combined loan-to-value ratio is 82.73%, without taking
into consideration the combined loan-to-value on the piggybacked
loans.

Approximately 30.90% of the first lien mortgage loans with
original combined loan-to-value ratio greater than 80% have loan
level mortgage insurance coverage provided by Mortgage Guaranty
Insurance Corporation and PMI Mortgage Insurance Co.


BNC MORTGAGE: Fitch Rates $10.7 Mil. Class B2 Certificates at BB
----------------------------------------------------------------
BNC Mortgage Loan Trust 2007-1 $962.4 million mortgage
pass-through certificates, series 2007-1, are rated by Fitch
Ratings as:

   -- $764.6 million classes A1-A5 'AAA';
   -- $44.9 million class M1 'AA+';
   -- $44.9 million class M2 'AA';
   -- $14.7 million class M3 'AA-';
   -- $17.1 million class M4 'A+';
   -- $16.6 million class M5 'A';
   -- $9.8 million class M6 'A-';
   -- $9.3 million class M7 'BBB+';
   -- $8.3 million class M8 'BBB';
   -- $9.3 million class M9 'BBB-';
   -- $12.2 million class B1 'BB+' (144A); and
   -- $10.7 million class B2 'BB' (144A).

The 'AAA' rating on the class A1 through A5 certificates reflects
the 21.75% total credit enhancement provided by the 4.60% class
M1, 4.60% class M2, 1.50% class M3, 1.75% class M4, 1.70% class
M5, 1.00% class M6, 0.95% class M7, 0.85% class M8, 0.95% class
M9, the privately offered 1.25% class B1, the privately offered
1.10% B2, as well as the 1.50% initial and target
overcollateralization (OC).

All certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capabilities of Aurora Loan Services LLC as master servicer.  U.S.
Bank National Association will act as trustee.

On the closing date, the trust fund will consist of a pool of
conventional, first and second lien, adjustable- and fixed-rate,
fully amortizing and balloon, residential mortgage loans with a
total principal balance as of the cut-off date of approximately
$977,074,930.  Approximately 19.93% of the mortgage loans are
fixed-rate mortgage loans, and 80.07% are adjustable-rate mortgage
loans. The weighted average loan rate is approximately 7.905%.
The weighted average credit score is 624, and the weighted average
remaining term to maturity is 356 months.  The average principal
balance of the loans is approximately $245,126.  The weighted
average combined loan-to-value ratio is 82.73%.  The properties
are primarily located in California (38.72%), Illinois (7.91%) and
Illinois (6.98%).


CALPINE CORP: Adds Production Capacity at Deer Park Energy Center
-----------------------------------------------------------------
Calpine Corporation reports that it is moving forward with plans
to expand its Deer Park Energy Center in the Harris County town of
Deer Park, Texas.

Deer Park Energy Center is a 1,007-megawatt, low-carbon, natural
gas-fired, combined-cycle cogeneration power plant located 10
miles east of Houston.  The facility, which went on-line in phases
between 2003 and 2004, is comprised of four gas combustion
turbines and one steam turbine.  Calpine currently supplies high-
pressure steam to an industrial customer and sells the electricity
generated to its customers in the deregulated Texas market.

Initially designed with the infrastructure to support up to six
gas combustion turbines, Calpine plans to add the final two
combustion turbines to the facility, effectively adding 400
megawatts to the capacity of the plant.  Since water, gas supply
and electrical interconnections are in place, the additional power
can be added in a timely and cost-effective manner.

Calpine Chief Executive Officer Bob May said, "According to
Electric Reliability Council of Texas estimates, reserve margins
in Texas could fall below 12.5 percent as soon as 2009.  With more
than 7,500 megawatts of capacity in ERCOT, Calpine is uniquely
positioned to expand several of our plants.  These new, gas-fired,
combined-cycle plants like Deer Park can be expanded relatively
quickly to meet growing demand for electricity.  In addition,
similar to Calpine's existing fleet of clean natural-gas-fired
plants, the Deer Park expansion will be helping to reduce
greenhouse gas emissions that contribute to global warming by
displacing older, inefficient power generation."

Compared to an average of all of the sources of power generation
in Texas on a pounds-per-megawatt-hour basis, Calpine's Deer Park
Energy Center emits 96 percent less nitrogen oxides, which are a
major cause of smog, 99 percent less sulfur dioxide, which is a
major cause of acid rain, 61 percent less carbon dioxide, which is
the greenhouse gas primarily associated with global warming, and
98 percent less particulate matter, which is a major cause of
respiratory problems.  In addition, unlike coal-fired plants,
Calpine's natural gas-fired power plants have no mercury
emissions.

In 2004, the U.S. Environmental Protection Agency and the U.S.
Department of Energy recognized Deer Park with an EnergyStar(R)
Combined-Cycle Heat and Power Award for "leadership in power
supply."  The award recognizes combined-cycle cogeneration
projects that are at least 5 percent more fuel efficient than
separate power-and-heat generation.

"Our planned 400 megawatt expansion of the Deer Park Energy Center
will provide clean, efficient, low-carbon generation to meet the
need for new capacity in the Houston area and in ERCOT," said
Calpine's Texas Region Senior Vice President Bob Regan.  Regan
added, "As part of our on-going growth and development plan, the
environmental permit application for this Deer Park expansion was
filed in October 2006.  Calpine is evaluating other expansion
opportunities in ERCOT as well to support the region's projected
needs in the future."

                     About Calpine Corporation

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

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

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


CAMPBELL RESOURCES: Completes Obligations to Creditors Under Plan
-----------------------------------------------------------------
Campbell Resources Inc. disclosed that the Monitor has, as of
Feb. 27, 2007, presented a Certificate of Execution with respect
to the Plan of Arrangement of Campbell Resources Inc. confirming
that it has executed all of its obligations pursuant to its Plan
of Arrangement with its creditors.

Campbell Resources has also remitted to the Monitor all amounts
required for the payment in full of the claims made by the
creditors of G,oNova Explorations Inc.

Campbell's subsidiaries MSV Resources Inc. and Meston Resources
Inc. were granted an extension to March 31, 2007 of the initial
order granted June 30, 2005 under the Companies' Creditors
Arrangement Act.

On Feb. 27, 2007, MSV Resources Inc. closed the sale of its
Eastmain Mine Property to Eastmain Resources Inc. The cash payment
of $2.5 million due at closing has been remitted to the Monitor,
and adds to an amount of $1.7 million in mining rights tax credits
already remitted to the Monitor.  MSV is further pursuing the
completion of its obligations pursuant to its Plan of
Arrangement.

Meston Resources Inc. completed one of the two tax transactions
set out in its Plan of Arrangement, which generated proceeds of
$536,000 presently held by the Monitor.  The second transaction
did not materialize.  However, Meston has executed a letter of
intent with respect to a new transaction, which it hopes to close
in the next few months.

The Monitor has expressed his intention to petition the Court in
the near future for leave to proceed with complete and final
distributions to the creditors of Campbell Resources Inc. and
G,oNova Explorations Inc. and with partial distribution to the
creditors of MSV Resources Inc.

                 Update on the Copper Rand Mine

At the Copper Rand mine, rehabilitation work began less than 24
hours after a rock fall, which occurred Feb. 21, 2007, in the main
crosscut at level 4690.  This drift is used as the main access to
various ore draw points.  Reinforcement of the ground supports in
sectors neighbouring the rock fall is part of the rehabilitation
work underway. Campbell expects to gradually resume production by
March 5, 2007, with normal operations to resume by March 19, 2007.

                    About Campbell Resources

Headquartered in Montreal, Quebec, Campbell Resources Inc. --
http://www.ressourcescampbell.com/-- is a mining company focusing
mainly in the Chibougamau region of Quebec, holding interests in
gold and gold-copper exploration and mining properties.  The
Superior Court of Quebec (Commercial District) granted the Company
protection under the CCAA on June 30, 2005.


CELESTICA INC: S&P Lowers Ratings and Says Outlook is Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Toronto-based Celestica Inc. to 'B+' from 'BB-'.
The ratings on the company's senior subordinated notes were also
lowered to 'B-' from 'B'.

At the same time, Standard & Poor's removed the ratings from
CreditWatch with negative implications, where they were placed
Jan. 31, 2007.  The outlook is negative.

"The downgrade reflects weak profitability metrics; execution
issues at the company's Monterrey, Mexico facility, which have
resulted in customer disengagements; deteriorating credit metrics;
and decreasing liquidity," said Standard & Poor's credit analyst
Don Povilaitis.

Standard & Poor's remains concerned with Celestica's prospects for
fiscal 2007, as the company is likely to remain challenged by
persistent weakness in the telecommunications segment and the
effect of more customer disengagements.

In addition, Standard & Poor's is concerned by the potential
disruption caused by recent management turnover.  The company is
also involved in litigation concerning disclosure of certain
adverse information with respect to demand and inventory in its
Mexican operation.

The negative outlook reflects the company's current operational
challenges, deteriorating credit protection measures, and reduced
liquidity.  Although Standard & Poor's expects that Celestica will
generate stronger positive free cash flows from the company's
substantive restructuring initiatives by the second half of 2007,
further customer disengagements could preclude or further delay
such a recovery.  Hence, the ratings will be constrained until the
company demonstrates sustained margin improvement and stronger
free cash flow generation.

If the company's credit ratios do not improve over the course of
2007 and profitability metrics deteriorate further, the ratings
could be lowered again.  Conversely, if the company is able to
stabilize operations and improve its profitability, likely only in
the medium term, the outlook could be revised to stable.


CHASE MORTGAGE: Fitch Rates $1.2 Million B-3 Certificates at BB
---------------------------------------------------------------
Chase Mortgage Finance Trust, series 2007-S2 is rated by Fitch as:

   -- $585,665,810 classes 1-A1 through 1-A9, 1-AX, 2-A1 through
      2-A3, 2-AX, A-P, and A-R (senior certificates) 'AAA';

   -- $9,151,000 class A-M, 'AA+';

   -- $7,930,900 class M-1, 'AA';

   -- $3,050,300 class B-1, 'A';

   -- $1,525,200 class B-2, 'BBB';

   -- $1,220,100 privately offered B-3, 'BB'; and

   -- $610,100 privately offered B-4, 'B'.

The 'AAA' rating on the senior classes reflects the 4.00%
subordination provided by the 1.50% class A-M, the 1.30% class
M-1, the 0.50% class B-1, the 0.25% class B-2, the 0.20% privately
offered class B-3, the 0.10% privately offered class B-4 and the
0.15% privately offered and not rated class B-5 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the primary servicing capabilities of JPMorgan Chase Bank, N.A.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Class 2-A1 is an exchangeable certificate. Classes 1-A1 through
1-A9, 1-AX, 2-A2, 2-A3, 2-AX, A-P, A-R, A-M, M-1, and B-1 through
B-5 are regular certificates.

The holder of the Exchangeable Initial Certificates in any
Exchangeable Combination may exchange all or part of each class of
such Exchangeable Initial Certificates for a proportionate
interest in the related Exchangeable Certificates.  The holder of
any class of Exchangeable Certificates may exchange all or part of
such class for a proportionate interest in each such class of
Exchangeable Initial Certificates or for other Exchangeable
Certificates in the related Exchangeable Combination.

The classes of Exchangeable Initial Certificates and Exchangeable
Certificates that are outstanding on any date and the outstanding
principal balances of any such classes will depend upon the
aggregate distributions of principal made to such classes, as well
as any exchanges that may have occurred on or prior to such date.
For the purposes of the exchanges and the calculation of the
principal balance of any class of Exchangeable Initial
Certificates, to the extent that exchanges of Exchangeable Initial
Certificates for Exchangeable Certificates occur, the aggregate
principal balance of the Exchangeable Initial Certificates will be
deemed to include the principal balance of such Exchangeable
Certificates issued in the exchange, and the principal balance of
such Exchangeable Certificates will be deemed to be zero.
Exchangeable Initial Certificates in any Exchangeable Combination
and the related Exchangeable Certificates may be exchanged only in
the specified proportion that the original principal balances of
such certificates bear to one another.

Any holders of Exchangeable Certificates will be the beneficial
owners of an interest in the Exchangeable Initial Certificates in
the related Exchangeable Combination and will receive a
proportionate share, in the aggregate, of the aggregate
distributions on those certificates.  With respect to any
Distribution Date, the aggregate amount of principal and interest
distributable to any classes of Exchangeable Certificates and the
Exchangeable Initial Certificates in the related Exchangeable
Combination then outstanding on such Distribution Date will be
equal to the aggregate amount of principal and interest otherwise
distributable to all of the Exchangeable Initial Certificates in
the related Exchangeable Combination on such Distribution Date as
if no Exchangeable Certificates were then outstanding.

The trust consists of 895 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $610,068,553 as of the cut-off date,
Feb. 1, 2007.  The mortgage pool has a weighted average original
loan-to-value ratio of 69.48% with a weighted average mortgage
rate of 6.381%.  The weighted-average FICO score of the loans is
743.  The average loan balance is $681,641 and the loans are
primarily concentrated in California, New York and Florida.

The Bank of New York Trust Company, N.A will serve as trustee.
Chase Mortgage Finance Corporation deposited the loans in the
trust which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as one
or more real estate mortgage investment conduits.


CHEMED CORP: Moody's Affirms Ba2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Chemed Corporation's:

   * Baa2 rating on its $175 million senior secured revolver due
     2010,

   * Ba3 rating on its $150 million senior unsecured notes due
     2011,

   * Ba2 Probability of Default rating, SGL-1 Speculative Grade
     Liquidity rating, and

   * Ba2 Corporate Family Rating.

The rating outlook remains stable.

The Ba2 Corporate Family Rating considers the company's moderate
leverage position, stable free cash flow and leading market
positions in both the Roto-Rooter and Vitas Healthcare Services
segments.  For the twelve months ended Dec. 31, 2006, Chemed had
adjusted debt to EBITDA of 1.8x and free cash flow to adjusted
debt of 21.5% which compares favorably to the global Ba2 rating
category.

"Over the past year, Chemed has lowered its adjusted debt to
EBITDA to 1.8 times from 2.5 times at December 31, 2005 which was
driven by both the June 2006 prepayment of its term loan and
improvement in its operating performance", noted Sidney Matti,
Analyst at Moody's.

The Corporate Family Rating also acknowledges Chemed's highly
acquisitive nature, business concentration within the hospice
segment and reliance on Medicare reimbursement for substantially
all of Vitas' revenues.

"With approximately 69% of 2006 revenues derived from the hospice
segment coupled with approximately 95% of revenues generated from
Medicare reimbursement, the company is susceptible to changes
within the Medicare reimbursement environment,"  Moody's analyst
added.

The hospice segment is governed by a cap on annual reimbursement
per beneficiary which places a priority on Chemed to manage its
cost controls effectively.  Mitigating this credit risk is the
continued support shown by Congress and the Center for Medicare
and Medicaid Services for hospice benefits which has increased
between 3% and 4% annually over the past few years.

The stable ratings outlook acknowledge the stability of the Roto-
Rooter segment and Moody's expectation of increasing demand for
hospice care, partially offset by concerns over potential changes
to Medicare reimbursement.  The outlook also considers Moody's
expectation that the company will continue to pursue acquisitions
in the hospice care segment.

The SGL-1 speculative grade liquidity rating reflects a very good
liquidity profile comprised of Moody's expectation for strong cash
flow generation over the twelve months ending Dec. 31, 2007,
availability under its $175 million senior secured revolving
credit facility and sufficient cushion under its financial
covenants.

These ratings were affirmed:

   -- Baa2 rating on $175 million senior secured revolver due 2010
      LGD2, 11%;

   -- Ba3 rating on $150 million senior unsecured notes due 2011;

   -- Ba2 Probability of Default rating;

   -- SGL-1 Speculative Grade Liquidity rating; and

   -- Ba2 Corporate Family Rating.

Headquartered in Cincinnati, Ohio, Chemed Corporation operates the
nation's largest provider of end-of-life hospice care and is one
of the largest providers of plumbing and drain cleaning services.
For 2006, the company reported EBITDA of approximately
$131.4 million on revenues of approximately $1.0 billion.


CHINA AOXING: Posts $1 Million Net Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
China Aoxing Pharmaceutical Co. Inc. reported a $1,021,218 net
loss on $345,907 of revenues for the second quarter ended
Dec. 31, 2006, compared with a $351,239 net loss on zero revenues
for the same period a year ago.

Revenues during the second quarter ended Dec. 31, 2006, were
sourced mainly from sales of Shuanhuanglian, a traditional Chinese
herbal medicine for the treatment of coughs and colds.

The increase in net loss is attributable to the $858,319 increase
in costs and expenses, which more than offset the gross profit of
$188,340 earned during the quarter ended Dec. 31, 2006.

Interest expense totaled $401,322 compared to $151,562 in the
prior fiscal year period.

The company also recorded a $492,303 amortization of deferred
interest during the quarter ended Dec. 31, 2006, absent in 2005,
in connection with the sale of convertible debentures in the
principal amount of $1,989,000, 63,500 shares of common stock, and
warrants to purchase 4,232,000 shares of common stock.

General and administrative expense increased to $262,729 in the
second quarter ended Dec. 31, 2006, from $197,418 during the same
period last year.

The company also incurred research and development expenses of
$115,454, versus research and development expenses of $2,259 in
2005.

At Dec. 31, 2006, the company's balance sheet showed $31,025,074
in total assets, $15,114,461 in total liabilities, $1,989,000 in
convertible debentures, and $13,921,613 in total stockholders'
equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $2,073,120 in total current assets available to pay
$10,883,861 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?1a93

The company is currently in active negotiation with Bank of China
to refinance its bank loan in the amount of $3,012,700, which
matured on Dec. 31, 2006.  The company expects to reach an
agreement on refinance terms by the end of the third quarter.

                        Going Concern Doubt

Paritz & Company, PA, in Hackensack, New Jersey, expressed
substantial doubt about China Aoxing Pharmaceutical Co. Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the years ended June 30, 2006,
and 2005.  The auditing firm cited that the company's current
liabilities exceeded its current assets by $5,404,940 and the
company has not earned any revenues from operations since
inception.

                         About China Aoxing

China Aoxing Pharmaceutical Company Inc. (OTC BB: CAXG) -- is a
pharmaceutical company based in China that has developed a
patented manufacturing process for a variety of generic analgesic
drugs, including Oxycodone, Pholcodine, Naloxone, and
Tilidine.


CITICORP MORTGAGE: Fitch Puts Low-B Ratings on Two Class Certs.
---------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s REMIC Pass-Through
Certificates, Series 2007-2 is rated by Fitch Ratings as:

   -- $288,468,564 classes IA-1 through IA-8, IA-IO, IIA 1, IIA-
      IO, IIIA-1, IIIA-IO and A-PO (senior certificates) 'AAA';

   -- $6,577,000 class B-1 'AA';

   -- $1,495,000 class B-2 'A';

   -- $896,000 class B-3 'BBB';

   -- $598,000 class B-4 'BB'; and

   -- $449,000 class B-5 'B'.

The $448,477 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by the 2.20% Class B-1, the 0.50% Class
B-2, the 0.30% Class B-3, the 0.20% privately offered Class B-4,
the 0.15% privately offered Class B-5, and the 0.15% privately
offered Class B-6.  In addition, the ratings reflect the quality
of the mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities as
primary servicer.

As of the cut-off date, Feb. 1, 2007, the mortgage pool consists
of 521 conventional, fully amortizing, 10-30 year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $298,932,041, located primarily in California, New
York and Massachusetts.  The weighted average current loan to
value ratio of the mortgage loans is 68.10%.  Approximately 23.90%
of the loans were originated under a reduced documentation
program.  Condo properties account for 8.54% of the total pool.
Cash-out refinance loans represent 22.04% of the pool and there
were no investor properties.  The average balance of the mortgage
loans in the pool is approximately $573,766.  The weighted average
coupon of the loans is 6.293% and the weighted average remaining
term is 332 months.

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


CITIGROUP MORTGAGE: DBRS Rates $15.2 Mil. Class Certs. at BB(high)
------------------------------------------------------------------
Dominion Bond Ratings Service assigned these ratings to the Asset-
Backed Pass-Through Certificates, Series 2007-AHL1 issued by
Citigroup Mortgage Loan Trust 2007-AHL1.

   * $333 million Class A-1 rated at AAA
   * $166.2 million Class A-2A rated at AAA
   * $96.4 million Class A-2B rated at AAA
   * $20.2 million Class A-2C rated at AAA
   * $27.1 million Class M-1 rated at AA (high)
   * $37.8 million Class M-2 rated at AA
   * $13.1 million Class M-3 rated at AA (low)
   * $12.7 million Class M-4 rated at A (high)
   * $12.7 million Class M-5 rated at A
   * $4.4 million Class M-6 rated at A (low)
   * $15.5 million Class M-7 rated at BBB (high)
   * $8 million Class M-8 rated at BBB (high)
   * $9.6 million Class M-9 rated at BBB (low)
   * $10.4 million Class M-10 rated at BB (high)
   * $4.8 million Class M-11 rated at BB (high)

The AAA ratings on the Class A Certificates reflect 22.70% of
credit enhancement provided by the subordinate classes, initial
and target overcollateralization and monthly excess spread.
The AA (high) rating on Class M-1 reflects 19.30% of credit
enhancement.  The AA rating on Class M-2 reflects 14.55% of credit
enhancement.  The AA (low) rating on Class M-3 reflects 12.90% of
credit enhancement.  The A (high) rating on Class M-4 reflects
11.30% of credit enhancement.  The "A" rating on Class M-5
reflects 9.70 % of credit enhancement.  The A (low) rating on
Class M-6 reflects 9.15% of credit enhancement.  The BBB (high)
rating on Class M-7 reflects 7.20% of credit enhancement.  The BBB
(high) rating on Class M-8 reflects 6.20% of credit enhancement.
The BBB (low) rating on Class M-9 reflects 5.00% of credit
enhancement.  The BB (high) rating on Class M-10 reflects 3.70% of
credit enhancement.  The BB (high) rating on Class M-11 reflects
3.10% of credit enhancement.

The ratings on the certificates also reflect the quality of the
underlying assets and the capabilities of Wells Fargo Bank, N.A.
as Servicer, as well as the integrity of the legal structure of
the transaction. U.S. Bank National Association will act as
Trustee.  The certificate holders will receive the benefits of
an interest rate cap agreement with a strike of 6% with Swiss
Re Financial Products Corporation.

Interest and principal payments collected from the mortgage
loans will be distributed on the 25th day of each month
commencing in March 2007.  Interest will be paid first to the
Class A Certificates on a pro-rata basis and then sequentially to
the subordinate certificates.  Until the step-down date, principal
collected will be paid exclusively to the Class A Certificates
unless their respective note balances have been reduced to zero.

After the step-down date, and provided that certain performance
tests have been met, principal payments will be distributed
among all classes on a pro-rata basis. Additionally, provided
that certain performance tests have been met, the level of
overcollateralization may be allowed to step down to 6.20% of the
then-current balance of the mortgage loans but no less than 0.50%
of original collateral balance.

All mortgage loans in the Underlying Trust were originated or
acquired by Accredited Home Lenders, Inc. As of the cut-off
date, the aggregate principal balance of the mortgage loans is
$796,721,679.  The weighted average mortgage rate is 8.248%, the
weighted average FICO is 623 and the weighted average combined
loan-to-value ratio is 85.42%.


CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings on 4 Cert. Classes
------------------------------------------------------------------
Citigroup Mortgage Loan Trust Inc.'s mortgage pass-through
certificates, series 2007-AR4, are rated by Fitch Ratings as:

Group I:

   -- $860.7 million classes 1-A1A, 1-A1B, 1-IO and 1-R senior
      notes 'AAA';

   -- $17.9 million class 1-B1 'AA';

   -- $5.4 million class 1-B2 'A';

   -- $3.6 million class 1-B3 'BBB';

   -- $1.8 million non-offered class 1-B4 'BB'; and

   -- $1.8 million non-offered class 1-B5 'B'.

Group II :

   -- $277.1 million classes 2-A1A, 2-A1B, 2-A2A, 2-A2B, 2-A3A, 2-
      A3B and 2-R senior notes 'AAA';

   -- $6.9 million class 2-B1, 'AA';

   -- $1.7 million class 2-B2, 'A';

   -- $1.2 million class 2-B3, 'BBB';

   -- $577,000 non-offered class 2-B4, 'BB'; and

   -- $577,000 non-offered class 2-B5, 'B'.

Fitch does not the rate the $1.8 million non-offered class 1-B6
certificates or the $577,844 non-offered class 2-B6 certificates

The 'AAA' ratings on the Group 1 senior notes reflect the 3.60%
subordination provided by the 2% class 1-B1, 0.60% class 1-B2,
0.40% class 1-B3, 0.20% non-offered class 1-B4, 0.20% non-offered
class 1-B5 and 0.20% non-offered class 1-B6 (not rated by Fitch).

The 'AAA' ratings on the Group 2 senior notes reflect the 4%
subordination provided by the 2.40% class 2-B1, 0.60% class 2-B2,
0.40% class 2-B3, 0.20% non-offered class 2-B4, 0.20% non-offered
class 2-B5 and 0.20% non-offered class 2-B6 (not rated by Fitch).

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, primary servicing capabilities of
Countrywide Home Loans Servicing LP; Fifth Third Bank; National
City Mortgage Co.; Wells Fargo Bank, N.A. and the master servicing
capabilities of CitiMortgage, Inc.

The transaction is secured by two groups of mortgage loans, which
consist of approximately 1,675 conventional, one- to four-family,
adjustable rate mortgage loans secured by first liens on
residential real properties.  The mortgage loans have and
aggregate principal balance of approximately $1,198,431,732 as of
the Feb. 1, 2007, cut-off date.  The two groups of mortgage loans
are not cross-collateralized.

The Group I mortgage loans have a final aggregate principal
balance of approximately $910,881,797 as of Feb. 1, 2007, an
average balance of $744,793 a weighted average remaining term to
maturity of 358 months, a weighted average original loan-to-value
ratio of 70.30% and a weighted average coupon of 6.367%.  The
weighted average FICO credit score of the loans is 746.  Owner
occupied properties and second homes comprise 85.80% and 10.84% of
the loans, respectively.  The states that represent the largest
geographic concentration are California (39.72%), Florida (7.50%)
and New York (6.63%).  All other states represent less than 5% of
the outstanding balance of the pool.

The Group II mortgage loans have a final aggregate principal
balance of approximately $287,549,935 as of Feb. 1, 2007, an
average balance of $636,172, a WAM of 359 months, a weighted
average OLTV of 72.22% and a WAC of 5.962%.  The weighted average
FICO credit score of the loans is 744.  Owner occupied properties
and second homes comprise 92.32% and 7.68% of the loans,
respectively.  The states that represent the largest geographic
concentration are California (48.25%) and Florida (8.03%).  All
other states represent less than 5% of the outstanding balance of
the pool.


CITIZENS COMMS: Earns $63.9 Million in Fourth Quarter 2006
----------------------------------------------------------
Citizens Communications Company reported a $63,911,000 net income
on $504,396,000 of revenues for the fourth quarter ended Dec. 31,
2006, compared to a $76,781,000 net income on $517,363,000 of
revenues for the quarter ended Dec. 31, 2005.

For the year ended Dec. 31, 2006, the company earned $344,555,000
of net income on $2,025,367,000 of revenues compared to
$202,375,000 of net income on $2,017,041,000 of revenues for the
year ended Dec. 31, 2005.

The company experienced 13.5% growth in data and Internet services
revenue in the fourth quarter of 2006, compared to the fourth
quarter of 2005.

Revenues were lower in the fourth quarter of 2006 as compared to
2005 due to declines in access service revenues (which include
subsidy payments the company receive from federal and state
agencies) and local, long distance and equipment  sales.

The fourth quarter of 2005 included approximately $10.0 million
of subsidy revenue recorded during that quarter in access service
revenues, arising from a missed filing deadline with the Universal
Service Fund in the third quarter of 2005.

Other operating expenses for the fourth quarter of 2006 decreased
by approximately $7.9 million or 4.3%, as compared to the fourth
quarter of 2005 primarily driven by reductions in employees and
improved expense control in benefit costs.

Depreciation and amortization expense for the fourth quarter of
2006 decreased $6.8 million or 5.4% as compared to the fourth
quarter of 2005.  The decrease is primarily due to a declining net
asset base.

The company added approximately 19,700 high-speed Internet
customers during the quarter and had more than 393,000 high-speed
data subscribers at Dec. 31, 2006.  The number of the company's
high-speed internet subscribers has increased by more than 75,000
or 23.6% since the beginning of 2006.

Operating income for the fourth quarter of 2006 was $157.0 million
and operating income margin was 31.1%, compared to $165.3 million
and 31.9% in the fourth quarter of 2005.  Capital expenditures
were $105.5 million for the fourth quarter of 2006 and
$268.8 million for the year.

Free cash flow for the fourth quarter was $91.7 million and
$539.6 million for the full year.  The company's dividend
represents a payout of 60% of free cash flow for the year.

Citizens' balance sheet at Dec. 31, 2006, showed total assets of
$6,791,205,000, total liabilities of $5,733,173,000, and total
stockholders' equity of $1,058,032,000.

"We delivered a strong fourth quarter capping a year of solid
results for 2006.  Product revenue growth coupled with disciplined
expense control generated a 54.5% operating cash flow margin for
the quarter and a 55.3% operating cash flow margin for the year,"
said Maggie Wilderotter, Chairman and CEO of Citizens.  "Our
innovative Q4 promotions drove penetration levels for all voice,
data and video product bundles."

The company's Board of Directors has authorized a new share
repurchase program.  Under the new program, up to $250 million of
common stock may be repurchased over the next 12 months.  The new
stock repurchase program could result in the repurchase of up to
5% of the company's common stock.

The company expects to spend between $270 million and $280 million
in capital expenditures in 2007.  Its free cash flow for 2007 is
estimated to be between $425 million and $450 million.  Both of
the 2007 estimates exclude the impact of the pending acquisition
of Commonwealth Telephone Enterprises.

The company's next regular quarterly cash dividend of $0.25 per
share will be paid on March 30, 2007, to shareholders of record on
March 9, 2007.  The company expects that dividends paid to
stockholders in 2007 will be treated as dividends for federal
income tax purposes.  Shareholders are encouraged to consult with
their tax advisors.

                   About Citizens Communications

Based in Stamford, Connecticut, Citizens Communications Company
fka Citizens Utilities (NYSE: CZN) -- http://www.czn.net/--  
provides phone, TV, and Internet services to more than two million
access lines in parts of 23 states, primarily in rural and
suburban markets, where it is the incumbent local-exchange carrier
operating under the Frontier brand.

                          *     *     *

In December 2006, Standard & Poor's Ratings Services assigned a
'BB+' rating to $400 million of 7.875% senior unsecured notes due
2027 issued by Stamford, Connecticut-based Citizens Communications
Co.

At the same time, Fitch Ratings assigned a 'BB' rating and Moody's
Investors Service assigned Ba2 rating to the company's proposed
private placement of $250 million senior unsecured notes due 2027.


CLARKE AMERICAN: S&P Rates $1.9 Billion Senior Facilities at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Clarke American Corp.  In addition, the ratings
have been removed from CreditWatch with negative implications
where they were placed on Dec. 20, 2006.  The outlook is negative.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '3' recovery rating to the company's proposed
$1.9 billion senior secured credit facilities.  The credit
facilities consist of a $1.8 billion term loan due seven years
from closing and a $100 million revolving credit facility due
six years from closing.  The facilities are rated the same as the
corporate credit rating, and with a recovery rating of '3',
indicate the expectation for meaningful recovery of principal in
the event of a payment default.

Proceeds from the credit facilities will be used to fund the
$1.7 billion acquisition of John H. Harland Company and refinance
the existing debt at Clarke.  Around the closing date, Clarke will
also either issue $615 million in senior unsecured notes, or rely
on a $615 million unsecured bridge facility to fund the remainder
of the transaction.

"The ratings affirmation reflects our favorable view of the
combination between Clarke and Harland, given the relatively high
potential for synergies and the consolidation of participants in
the highly competitive check printing industry," said
Standard & Poor's credit analyst Ariel Silverberg.

Although credit measures will initially be somewhat weak for the
ratings, Standard & Poor's expects that earnings growth stemming
from the realization of synergies and modest debt reduction will
result in credit measures improving to a level that is in line
with the ratings by the end of 2008.  Still, this is a large
transaction, and Clarke may experience some integration challenges
after closing.


CLEAN POWER: Algonquin Plan Purchase Prompts DBRS to Hold Ratings
-----------------------------------------------------------------
Dominion Bond Rating Service is maintaining both the Issuer
Rating and the Income Fund rating of Clean Power Income Fund
Under Review with Developing Implications, following the recent
announcement that Clean Power's board of trustees has recommended
that unitholders accept an offer from Algonquin Power Income Fund
to acquire Clean Power.  The ratings are BB (high) and STA-3
(low), respectively.

Algonquin and Clean Power have entered into an agreement under
which Algonquin intends to acquire all of the outstanding trust
units of Clean Power for a total consideration of approximately
$5.88 per unit, comprising: (1) 0.6152 Algonquin trust units for
each Clean Power unit and (2) a contingency value receipt, which,
under certain conditions, would entitle the holder to a cash
payment of up to approximately $0.27 per Clean Power unit.

Algonquin also announced that it intends to cause an affiliate
to offer to acquire all of Clean Power's outstanding 6.75%
convertible debentures not already owned by Algonquin in exchange
for convertible debentures of Algonquin.

The acquisition has been approved by both boards of trustees, and
the offer is conditional upon, among other things, delivery of at
least 66-2/3% of the Clean Power units.

The ratings of Clean Power were originally placed Under Review
with Developing Implications on May 26, 2006, for two reasons: (1)
the announcement of Clean Power's intention to sell Gas Recovery
Systems, which has since closed, and (2) the ongoing investigation
of "unitholder value-enhancement opportunities" over and above
the sale.  At that time, DBRS had stated the Under Review with
Developing Implications status would be removed upon the
finalization of the value-enhancement strategy.

DBRS is maintaining Clean Power's ratings Under Review with
Developing Implications, with the expectation that if the
acquisition proceeds, the Income Fund rating and the Issuer
Rating would be discontinued.  In the event that the Algonquin
transaction does not close, the Under Review with Developing
Implications status would be re-assessed, with the outcome
dependent upon Clean Power's finalization of its strategic
review, as well as the ultimate impact of the anticipated
federal tax-related legislation regarding income trusts.


COLORADO INTERSTATE: Moody's Affirms Ratings and May Upgrade
------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the debt ratings of El Paso Corporation and its subsidiaries,
including its pipelines and El Paso Exploration & Production
Company.

El Paso Corporation's subsidiaries includes:

   * El Paso Natural Gas Company
   * Southern Natural Gas Company
   * Tennessee Gas Pipeline Company
   * Colorado Interstate Gas Company

All the subsidiaries have Ba1 Corporate Family Ratings.

The reviews comes after some favorable recent developments,
including El Paso's $4 billion sale of ANR Pipeline Company and
the initiation of a debt tender offer for up to $3.3 billion of
parent-level debt with those proceeds, providing some clarity as
to its near-term financial plan.

"El Paso returned to profitability over the course of 2006 and
appears better able to sustain it, with less debt and the
restructuring of the company essentially complete," says Moody's
vice president Mihoko Manabe.

Over the next several weeks, Moody's will assess El Paso's
long-range financial plan and the credit implications of its
improving financial flexibility on its growth strategy.

Moody's will consider potential shifts in El Paso's asset mix and
business risk profile, as seen recently with the sale of ANR, its
stated intention to increase its investment in E&P and to form an
MLP with some of its pipeline assets later this year.

With the increase in growth spending in 2007, the company expects
to post well over $700 million of negative free cash flow,
excluding the proceeds from the ANR sale.  Most of this funding
gap arises from the ramp-up in E&P spending -- almost
$1.7 billion, about two-third of the consolidated 2007 capital
program, up 40% from 2006, and the most El Paso has spent on E&P
since the company went into financial distress five years ago.

E&P is a rating restraint for El Paso.  Moody's is concerned that
significant more capital will be invested in a business that has
not been generating sustainable returns.  Although E&P appears to
have stabilized, it missed its original production and reserve
addition targets in 2006 and continues to post very high finding
costs.  As part of the review, Moody's will review the FAS 69 oil
and gas supplemental disclosures in the 2006 10-K and consider the
potential effects of projects being pursued under its new E&P
leadership.

El Paso's Corporate Family Rating could be upgraded by one or two
notches, if the benefits of debt reduction and the stabilization
of the company outweigh the relative weakness of E&P.  Given E&P's
unclear operating trends, its ratings could be confirmed at
current levels, or be possibly upgraded by one notch if deemed
appropriate by its affiliation with a stronger parent company.  A
one-notch upgrade is possible for the pipeline companies, though
Moody's will consider the restraints posed by E&P and its parent
company.  Depending on the outcome of the review, the companies'
loss given default methodology ratings could change.

The full list of ratings affected by the review are:

On Review for Possible Upgrade:

   * Colorado Interstate Gas Company

      -- Issuer Rating, Placed on Review for Possible Upgrade,
         currently Ba2

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba1

      -- Senior Unsecured Regular Bond, Placed on Review
         for Possible Upgrade, currently Ba1

   * El Paso CGP Company

      -- Subordinate Regular Bond, Placed on Review for
         Possible Upgrade, currently Caa1

      -- Senior Unsecured Convertible Bond, Placed on
         Review for Possible Upgrade, currently B2

      -- Senior Unsecured Regular Bond, Placed on Review for
         Possible Upgrade, currently B2

   * El Paso Corporation

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

      -- Subordinate Convertible Bond, Placed on Review for
         Possible Upgrade, currently Caa1

      -- Senior Secured Bank Credit Facility, Placed on Review for
         Possible Upgrade, currently Ba3

      -- Senior Unsecured Convertible Bond, Placed on Review for
         Possible Upgrade, currently B2

      -- Senior Unsecured Medium-Term Note Program, Placed on
         Review for Possible Upgrade, currently B2

      -- Senior Unsecured Regular Bond, Placed on Review for     \
         Possible Upgrade, currently B2

   * El Paso Energy Capital Trust I

      -- Preferred Stock Preferred Stock, Placed on Review for
         Possible Upgrade, currently Caa1

   * El Paso Exploration & Production Company

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba3

      -- Senior Unsecured Regular Bond, Placed on Review for
         Possible Upgrade, currently B1

   * El Paso Natural Gas Company

      -- Issuer Rating, Placed on Review for Possible Upgrade,
         currently Ba2

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba1

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently Ba1

   * El Paso Performance-Linked Trust

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently B2

   * El Paso Tennessee Pipeline Co.

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently B2

   * Sonat Inc.

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently B2

   * Southern Natural Gas Company

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba1

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently Ba1

   * Tennessee Gas Pipeline Company

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba1

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently Ba1

Outlook Actions:

   * Colorado Interstate Gas Company

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Corporation

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Energy Capital Trust I

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Exploration & Production Company

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Natural Gas Company

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Performance-Linked Trust

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Tennessee Pipeline Co.

      -- Outlook, Changed To Rating Under Review From Positive

   * Southern Natural Gas Company

      -- Outlook, Changed To Rating Under Review From Positive

   * Tennessee Gas Pipeline Company

      -- Outlook, Changed To Rating Under Review From Positive

Headquartered in Houston, Texas, El Paso Corporation is a company
engaged principally in natural gas transmission and production.


COMMUNITY HEALTH: Earns $53.6 Mil. in Fourth Quarter Ended Dec. 31
------------------------------------------------------------------
Community Health Systems Inc. reported $53.6 million of net income
for the quarter ended Dec. 31, 2006, compared with $48.1 million
of net income for the same period last year.  Net operating
revenues for the fourth quarter totaled $1.154 billion, a 17.6%
increase compared with $982.1 million for the same period last
year.

The consolidated financial results for the fourth quarter ended
Dec. 31, 2006, reflect a 15.7% increase in total admissions
compared with the same period last year.

For the year ended Dec. 31, 2006, net income increased to
$168.3 million, compared with $167.5 million for the year ended
Dec. 31, 2005.

Net operating revenues for the year totaled $4.366 billion, a
16.8% increase compared with $3.738 billion for the same period
last year.

The consolidated financial results for the year ended
Dec. 31, 2006, reflect an 11.9% increase in total admissions
compared with the same period last year.  This increase is
primarily attributable to hospitals acquired during 2006 and 2005.

The financial results for the year ended Dec. 31, 2006, also
included a $65 million increase in the company's provision for bad
debts.  The effect of this change resulted in a $40 million
reduction in income from continuing operations for 2006.

Income from continuing operations decreased 9.8% to $171.5 million
for the year ended Dec. 31, 2006, compared with $190.1 million for
the same period last year.

Loss on discontinued operations for the year ended Dec. 31, 2006,
consists of an after-tax loss of approximately $3.2 million
related primarily to the sale of one hospital in March of 2006,
which was designated as being held for sale at Dec. 31, 2005.
This compares to a loss on discontinued operations for 2005 of
$22.6 million.

The results for the year ended Dec. 31, 2006, also include
additional compensation expense of $14.8 million resulting from
stock-based compensation calculated under SFAS No. 123R, "Share-
Based Payment", which was adopted on a prospective basis beginning
Jan. 1, 2006.

"Our fourth quarter performance marked a solid finish to another
good year for Community Health Systems," commented Wayne T. Smith,
chairman, president and chief executive officer of Community
Health Systems Inc.  "We posted record revenues of $4.4 billion in
2006, a 17 percent gain over the prior year, reflecting strong
volume growth across our network of hospitals throughout the
country.  Our same store growth metrics are another important
measure of our success in 2006 and these favorable trends
demonstrate consistent execution of our operating strategy."

"We further extended our market reach in 2006 with the acquisition
of eight hospitals," Smith added.  "Community Health Systems has
continued to pursue an aggressive acquisition strategy with a
proven track record for finding suitable hospitals and
successfully assimilating these facilities into our system.

"More importantly, we have enhanced the level of healthcare in
more communities throughout the country.  As we look ahead to
2007, we will continue to pursue our ongoing strategy of
recruiting qualified physicians, adding new healthcare services
and investing in our existing facilities and, at the same time,
look for additional acquisition opportunities.  We are excited
about our prospects for growth and we remain focused on delivering
value to both our shareholders and the communities we serve."

At Dec. 31, 2006, the company's balance sheet showed $4.5 billion
in total assets, $2.8 billion in total liabilities, and
$1.7 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a74

                  Net Cash Provided by Operations

Net cash provided by operating activities for the fourth quarter
of 2006 was $82.2 million, compared with $75.3 million for the
same period last year.  Net cash provided by operating activities
for the year ended Dec. 31, 2006, was $350.3 million, compared
with $411.0 million for 2005.

                       About Community Health

Located in the Nashville, Tennessee, Community Health Systems Inc.
(NYSE: CYH) -- http://www.chs.net/-- is a leading operator of
general acute care hospitals in non-urban communities throughout
the country. Through its subsidiaries, the company currently owns,
leases or operates 77 hospitals in 22 states.  Its hospitals offer
a broad range of inpatient medical and surgical services,
outpatient treatment and skilled nursing care.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Standard & Poor's Ratings Services revised its rating outlook on
Community Health Systems Inc. to stable from positive.  All
existing ratings on the company, including the 'BB-' corporate
credit rating, were affirmed.


COVENTRY HEALTH: Earns $156.1 Million in 2006 Fourth Quarter
------------------------------------------------------------
Coventry Health Care, Inc. reported results for the fourth quarter
and year ended Dec. 31, 2006.

For the fourth quarter ended Dec. 31, 2006, Coventry reported net
earnings of $156.1 million, 23.5% higher compared to
$126.4 million in 2005.

Net earnings for the year ended Dec. 31, 2006 were $560 million
11.64% higher compared to $501.6 million in 2005.

At Dec. 31, 2006, Coventry Health's balance sheets showed
$5.67 billion in total assets, $2.7 billion in total liabilities
and total stockholders' equity of $2.95 billion.  Stockholders'
equity was $2.56 billion at Dec. 31, 2005.

"During the year, the company's health plans continued to perform
at a high level, its Medicare business has expanded meaningfully
and the company completed the integration of First Health,"
Dale B. Wolf, chief executive officer of Coventry, said.  The
company has realigned with a focus on positioning its
well-diversified businesses for continued growth and new
opportunities in 2007 and beyond."

Additionally, Coventry has entered into a definitive agreement to
acquire Concentra's workers' compensation managed care services
businesses for $387.5 million in an all-cash transaction and
expected to close in 90 to 180 days, subject to closing
conditions, regulatory and other customary approvals.  The
transaction is projected to be slightly accretive to earnings in
the first year after closing.

Coventry will acquire Concentra's workers' compensation PPO,
provider bill review, pharmacy benefit management, field case
management, telephonic case management, and independent medical
exam businesses, including FOCUS, First Script, and MetraComp.
Concentra will retain ownership of all health centers and other
unrelated businesses.  In total, the workers' compensation managed
care services businesses of Concentra generated $324 million in
fee-based revenue in 2006.

                           About Coventry

Headquartered in Bethesda, Maryland, Coventry Health Care, Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a national managed
health care company operating health plans, insurance companies,
network rental/managed care and workers' compensation services
companies.  Coventry provides a full range of risk and fee-based
managed care products and services, including HMO, PPO, POS,
Medicare Advantage, Medicare Prescription Drug Plans, Medicaid,
Workers' Compensation services and Network Rental to a broad cross
section of individuals, employer and government-funded groups,
government agencies, and other insurance carriers and
administrators in all 50 states as well as the District of
Columbia and Puerto Rico.

                          *     *     *

Coventry Health Care, Inc.'s 5-7/8% Senior Notes due 2012 carry
Moody's Investors Service's 'Ba1' rating and Fitch's 'BB' rating.


CREDIT SUISSE: Fitch Assigns BB Rating to Class 1-B-4 Certificates
------------------------------------------------------------------
Fitch rates Credit Suisse Mortgage Securities Corp. mortgage
pass-through certificates, series 2007-1 Group 1 and 1B, as:

   -- $362.74 million classes 1-A-1 to 1-A-17'AAA';
   -- $6.759 million class 1-B-1 certificates 'AA';
   -- $2.253 million class 1-B-2 certificates 'A';
   -- $1.502 million class 1-B-3 certificates 'BBB'; and
   -- $0.751 million class 1-B-4 non-offered certificates 'BB'.

The 'AAA' rating on the senior certificates reflect the 3.40%
subordination provided by the 1.80% class 1-B-1, 0.60% class
1-B-2, 0.40% class 1-B-3, 0.20% class 1-B-4, 0.25% class 1-B-5
(not rated by Fitch), and 0.15% class 1-B-6 (not rated by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank, N.A., which
is rated 'RMS1' by Fitch.

The mortgage loans consist of 1151 fixed-rate mortgage loans with
an aggregate principal balance of $375,503,785 as of the
Feb. 1, 2007, cut-off date.  The mortgage pool has a weighted
average loan-to-value ratio of 70.43% with a weighted average
mortgage rate of 6.405%.  Cash-out refinance loans account for
30.60% and second homes 6.78%.  The average loan balance is
$446,331 and the loans are primarily concentrated in California
(45.94%), New York (9.17%), and Florida (7.10%).

U.S. Bank National Association will serve as trustee.  Credit
Suisse First Boston Mortgage Securities Corp., a special purpose
corporation, deposited the loans in the trust which issued the
certificates.  For federal income tax purposes, an election will
be made to treat the trust as multiple real estate mortgage
investment conduits.


CWALT INC: Fitch Rates $3.2 Million Class B-4 Certificates at B
---------------------------------------------------------------
Fitch rates CWALT, Inc.'s Mortgage Pass-Through Certificates,
Alternative Loan Trust 2007-3T1 as:

   -- $756,817,705 classes 1-A-1 through 1-A-20, 2-A-1 through
      2-A-5, 1-X, 2-X, PO, and A-R certificates 'AAA';

   -- $20,878,000 class M certificates 'AA';"

   -- $8,432,000 class B-1 certificates 'A;

   -- $6,022,000 class B-2 certificates 'BBB';

   -- $4,417,000 class B-3 certificates 'BB'; and

   -- $3,212,000 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 5.75%
subordination provided by the 2.60% Class M, the 1.05% Class B-1,
the 0.75% Class B-2, the 0.55% privately offered Class B-3, the
0.40% privately offered Class B-4 and the 0.40% privately offered
Class B-5 (not rated by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated
RMS1- by Fitch, a direct wholly owned subsidiary of Countrywide
Home Loans, Inc.

The mortgage pool consists of two loan groups.  Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $744,995,840 as of the cut-off date,
Feb. 1, 2007, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average
original-loan-to-value of 73.41%.  The weighted average FICO
credit score is approximately 708.  Cash-out refinance loans
represent 38.41 % of the mortgage pool and second homes 5.8%.  The
average loan balance is $693,665.  The states that represent the
largest portion of mortgage loans are California (40.9%), New York
(9.0%), and Florida (6.6%).  All other states represent less than
5% of the cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $57,995,021 as of the cut-off
date, Feb. 1, 2007, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average OLTV of 70.91%.
The weighted average FICO credit score is approximately 716.
Cash-out refinance loans represent 41.6% of the mortgage pool and
second homes 11.0%.  The average loan balance is $644,389.  The
states that represent the largest portion of mortgage loans are
California (19.6%), New York (9.8%), Colorado (8.3%), Virginia
(7.1%), Illinois (5.9%) and New Jersey (5.6).  All other states
represent less than 5% of the cut-off date pool balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWALT INC: Fitch Rates $1.76 Million Class B-4 Certificates at B
----------------------------------------------------------------
Fitch rates CWALT, Inc.'smortgage pass-through certificates,
Alternative Loan Trust 2007-J1 as:

   -- $365.87 million classes 1-A-1 through 1-A-15, 2-A-1 through
      2-A-44, X, PO, and A-R certificates (senior certificates)
      'AAA';

   -- $13.14 million class M certificates 'AA';

   -- $4.90 million class B-1 certificates 'A';

   -- $3.13 million class B-2 certificates 'BBB';

   -- $2.15 million privately offered class B-3 certificates 'BB';
      and

   -- $1.76 million privately offered class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6.75%
subordination provided by the 3.35% class M, the 1.25% class B-1,
the 0.80% class B-2, the 0.55% privately offered class B-3, 0.45%
privately offered class B-4 and the 0.35% privately offered class
B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4 are
rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated RMS1-
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two loan groups. As of the cut-off
date, Feb 1, 2007, Loan Group 1 consists primarily of 30-year
conventional, fully amortizing mortgage loans totaling
$183,324,109, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average
original-loan-to-value of 68.68%.  The weighted average FICO
credit score is approximately 693.  Cash-out refinance loans
represent 42.1% of the mortgage pool and second homes 4.8%.  The
average loan balance is $617,253.  The three states that represent
the largest portion of mortgage loans are California (44.7%),
Florida (6.8%), and New York (5.1%).  All other states represent
less than 5% of the cut-off date pool balance.

As of the cut-off date, Feb. 1, 2007, Loan Group 2 consists
primarily of 30-year conventional, fully amortizing mortgage loans
totaling $188,119,677, secured by first liens on
one-to four- family residential properties.  The mortgage pool, as
of the cut-off date, demonstrates an approximate weighted-average
OLTV of 74.23%.  The weighted average FICO credit score is
approximately 689. Cash-out refinance loans represent 51.4% of the
mortgage pool and second homes 4.8%.  The average loan balance is
$419,910.  The states that represent the largest portion of
mortgage loans are California (34.2%), Florida (9.6%), and New
York (6.4%).  All other states represent less than 5% of the cut-
off date pool balance.

The depositor will also deposit approximately $20,920,060 into a
pre-funding account on the closing date.  The amounts in the
pre-funding account will be used to purchase supplemental mortgage
loans after the closing date and on or prior to March 31, 2007.


CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Assigns B Rating to Class B-4 Certificates
-----------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2007-HY1 as:

   -- $380,515,100 classes 1-A-1 through 1-A-12, 2-A-1, 2-A-2, and
      A-R certificates (senior certificates) 'AAA';

   -- $9,711,000 class M certificates 'AA';

   -- $2,379,000 class B-1 certificates 'A';

   -- $1,585,000 class B-2 certificates 'BBB';

   -- $793,900 class B-3 certificates 'BB';

   -- $594,000 class B-4 certificates 'B'.

The class B-5 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4%
subordination provided by the 2.45% class M, the 0.60% class B-1,
the 0.40% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.20% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B' based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated
RMS1- by Fitch, a direct wholly owned subsidiary of Countrywide
Home Loans, Inc.

The mortgage pool consists of two loan groups.  As of the cut-off
date, Feb. 1, 2007, Loan Group 1 consists primarily of 30-year
conventional, fully amortizing mortgage loans totaling
$268,972,493, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average
original-loan-to-value of 72.36%.  The weighted average FICO
credit score is approximately 743.  Cash-out refinance loans
represent 24.4% of the mortgage pool and second homes 7.4%.  The
average loan balance is $641,939.  The states that represent the
largest portion of mortgage loans are California (54.7%) and
Florida (7.2%).  All other states represent less than 5% of the
cut-off date pool balance.

As of the cut-off date, Feb. 1, 2007, Loan Group 2 consists
primarily of 30-year conventional, fully amortizing mortgage loans
totaling $127,398,284, secured by first liens on one-to
four- family residential properties.  The mortgage pool, as of the
cut-off date, demonstrates an approximate weighted-average
original-loan-to-value of 70.72%.  The weighted average FICO
credit score is approximately  745.  Cash-out refinance loans
represent 30% of the mortgage pool and second homes 6.9%.  The
average loan balance is $640,192.  The state that represents the
largest portion of mortgage loans is California (68.3%).  All
other states represent less than 5% of the cut-off date pool
balance.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DAIMLERCHRYSLER AG: Chrysler Group February Sales Down 8%
---------------------------------------------------------
DaimlerChrysler AG's Chrysler Group reported sales for February
2007 of 174,506 units; down 8% compared with February 2006 with
190,367 units.  All sales figures are reported unadjusted.

"In a generally soft market environment in February, the Chrysler
Group had good traffic and solid customer interest especially for
our newly launched, fuel efficient models like the Dodge Avenger,
Dodge Caliber, and Jeep(R) Compass.  Also, the Jeep Wrangler had
its best February ever," Chrysler Group Vice President for Sales
and Field Operations Steven Landry said.

The Dodge Avenger posted sales of 5,205 units.  The vehicle is one
of the Chrysler Group's five new models that achieve 30 miles per
gallon or better in highway driving.

Jeep Wrangler and Wrangler Unlimited continued to post strong
sales in February with 9,240 units, a rise of 63% over February
2006 sales of 5,673 units.  February 2007 marks the best month of
February in the history of the Jeep Wrangler.

Sales of the Jeep Compass increased 3% over the previous month
with 4,071 units compared with 3,965 units in January 2007.

The Dodge Caliber finished February with sales of 9,900 units, an
increase of 14% compared with last month with 8,672 units.

Dodge Ram pickup sales continued to increase after an already
strong January and posted sales of 28,633 units, up by 17% over
the previous month with 24,379 units.

"Building on the sales momentum of the Dodge Ram in the first two
months of 2007, March will be the Chrysler Group's 'National Truck
Month.'

"Our marketing approach will primarily focus on our biggest volume
model, the Dodge Ram, and tie it with the value of one of our most
successful product features, the legendary HEMI(R) engine,"
Chrysler Group Vice President for Sales and Dealer Operations
Michael Manley said.

"Customers have the opportunity to get a no-extra-charge HEMI
engine upgrade for the Dodge Ram 1500 as well as the Dodge
Durango.  We are confident that 'National Truck Month' will
resonate well with our customers."

Chrysler Group finished the month with 492,230 units of inventory,
or a 68-day supply.  Inventory is down by 8% compared with
February 2006 when it was at 532,534 units.

                       National Truck Month

Dodge will offer a no-extra charge Hemi(R) engine on a Dodge Ram
1500 and the Dodge Durango this month.

"We have a no-charge Hemi and special incentives for both
consumers and our dealers.  So our dealers really ordered and
stocked up in anticipation of a really strong truck month," Mr.
Landry said.

"It's kind of an anniversary of sorts.  We've done it in the past
and our dealers are geeked.  And we think it's going to be a huge,
huge Dodge Ram, Dakota, and Durango month in March."

                 Uncertainty Impact February Sales

"I certainly think it had something to do with it," Mr. Landry
said in reply to a question that uncertainty surrounding the
Chrysler Group had an impact on February sales results.

"The industry was soft enough on its own.  Our sales were off 8%.
I think it could have been a lot worse, considering the impact of
the notification of the options for our company.  But, you know,
our employees are standing strong, our dealers are totally behind
us, so we expect to bounce back fairly strongly in March."

                       About DaimlerChrysler

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

The company's worldwide locations are located in: Canada, Mexico,
United States, Argentina, Brazil, Venezuela, China, India,
Indonesia, Japan, Thailand, Vietnam and Australia.

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

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

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


DAIMLERCHRYSLER AG: Magna Interested in Chrysler's Future
---------------------------------------------------------
Magna International Inc. indicated that it has a role in
DaimlerChrysler AG's Chrysler Group's future, Bernard Simon and
John Reed writing for the Financial Times.

According to reports, DaimlerChrysler is Magna's biggest customer,
contributing about 26% of total sales.

The discussions between the two companies are all about
"protecting Magna's franchise," Greg Keenan writes for Globe and
Mail, citing an industry source in Detroit.

However, KeyBanc analyst Brett Hoselton told investors that his
sources said Magna is seriously considering a purchase of
Chrysler, Tom Krisher writes for the Associated Press.

Mr. Hoselton said Magna officers received Chrysler's financial
information, visited Chrysler facilities, and met with United Auto
Workers representative, Mr. Krisher adds.

                       About DaimlerChrysler

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

The company's worldwide locations are located in: Canada, Mexico,
United States, Argentina, Brazil, Venezuela, China, India,
Indonesia, Japan, Thailand, Vietnam and Australia.

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

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

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


DANA CORP: U.K. Units Settle Historic Balance Sheet Liabilities
---------------------------------------------------------------
Dana Corporation's affiliate companies in the United Kingdom have
concluded an agreement with their pension scheme creditors to
settle a substantial portion of their historic balance sheet
liabilities in exchange for a one-time cash settlement and a
transfer of a portion of equity in the business.  This action will
enable the companies to preserve jobs in the U.K. and to complete
the U.K. portion of Dana's planned global divestitures.

"We have found a solution that ensures that our plants can
continue to operate normally, our business can obtain long-term
secured financing, we preserve as many jobs as possible, our
suppliers continue to be paid, and our customers continue to
receive products on time and without disruption," Ralf Goettel,
president of Dana Europe, said.

The restructuring of the Dana U.K. companies has been achieved by
transferring liabilities of the companies to a newly funded
special-purpose company separate from the operating company group.
This structure was designed to protect the employees, customers
and suppliers of the business and to facilitate a consensual
solution.  With this action, the Dana U.K. companies will remain
on sound financial footing and will proceed with business as usual
on that basis.

Mr. Goettel said the issues faced by the U.K. business are not the
result of the Dana Chapter 11 filing in the United States.
Rather, he said, the nature of the U.K. obligations and U.K. law,
combined with Dana's planned divestiture of several non-core
businesses, have forced the company to address this issue
regardless of any activity in any other region of the world.

"I want to emphasize that none of Dana's operations in any other
region of the world will be affected by this initiative, including
our operations in other locations in Europe," he added.  "This is
an issue specific to the U.K. only, and under the agreed solution,
the liabilities being addressed cannot be transferred to any other
Dana group company in any other region.  All of our plants in
every region, including the U.K., are open and producing products
for our customers as specified and delivering materials on time,
and will continue to do so.  This will not change as a result of
the current actions in the U.K."

Dana has worked with the trustees of the pension schemes, the
Pensions Regulator and the Pension Protection Fund to reach this
solution and the Pensions Regulator has now issued a clearance
statement.

The solution will enable the U.K. axle and driveshaft businesses
that are retained to:

   * continue normal plant operations with no disruption to
     customers;

   * secure financing with the opportunity to move forward without
     the crippling burden of legacy pension schemes, thereby
     improving competitiveness and future employment prospects;

   * provide for trade suppliers and employees to be paid on
     normal terms;

   * provide for the preservation of the highest possible level of
     accrued pension benefits for current and past employees; and

   * maintain the largest possible level of employment
     opportunities.

Furthermore, Dana will be able to complete the planned
divestitures in the U.K., providing those businesses with a solid
foundation for the future.

"This solution creates a sound basis for our retained business to
grow, and for our divested businesses to prosper under new
ownership," Mr. Goettel added.

                          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 CORP: Can Sell Engine Products Biz to MAHLE for $157 Million
-----------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorizes Dana Corp. and its
debtor-affiliates to sell their Engine Products Business to MAHLE
GmbH for $157,000,000.

The Debtors will not assume and assign their liabilities relating
to post-retirement health or life insurance coverage for any
former member of the collective bargaining units at the
facilities in Muskegon, Michigan; Caldwell, Ohio; or Churubusco,
Indiana; who retired with eligibility for post-retirement welfare
benefit plan coverage under:

   (a) the Muskegon collective bargaining agreement entered
       before July 16, 2004;

   (b) the Caldwell CBA entered before Nov. 6, 2001; or

   (c) the Churubusco CBA entered before May 6, 2002.

In full and complete satisfaction of all Excluded Retiree
Liabilities, the Debtors will create a fund containing $2,000,000
for distribution to former members of the International Union,
United Automobile, Aerospace and Agricultural Implement Workers
of America who retired with eligibility for post-retirement
benefits before July 16, 2004.

The Debtors will also maintain, as a postpetition obligation, the
existing life insurance benefits afforded to former members of
the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
who have retired and are eligible for benefits from Oct. 12,
1998, to Nov. 6, 2001.

Judge Lifland also authorizes the Debtors to assume certain
agreements and contracts and assign them to MAHLE as part of the
Sale Agreement.

A list of the Assigned Contracts is available at no cost at
http://ResearchArchives.com/t/s?1a84

MAHLE will pay the Cure Costs of each Assigned Contract in full
satisfaction of all defaults under the Contract.  Upon payment,
each non-debtor party to an Assigned Contract is forever barred
from asserting any default against the Debtors or MAHLE and its
successors.  If the Cure Cost is greater than $3,000,000 in the
aggregate, the Debtors will pay for the excess.

The Debtors will not assign certain contracts with Affinia Group,
Inc., without Affinia's prior written consent.

                          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).


DELPHI CORP: Court Approves Barclays Bank Settlement Agreement
--------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved a settlement agreement
between Barclays Bank PLC and Delphi Corporation and its debtor-
affiliates.

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Delphi Corporation entered into a master swap agreement with
Barclays Bank PLC on Nov. 23, 2001.

In October 2005, Barclays executed an early termination of the
Agreement and was then required, under the Master Agreement, to
make a termination payment to Delphi.

Barclays Bank subsequently represented that it owed Delphi
$10,178,261 as the termination payment provided for by the Master
Agreement.  Barclays Bank later recalculated the Termination
Payment to equal $9,044,399.

When Delphi made proper demands on Barclays for the payment and
delivery of the Termination Payment, Barclays asserted that it
had a right to withhold payment of all or part of the
Termination Payment to protect its alleged setoff rights on
account of any indemnification payment obligations that may be
owed to it by Delphi pursuant to, and in connection with:

   -- the indemnity provisions of the Master Agreement;

   -- the prepetition issuance of certain Delphi bonds by
      Barclays Capital Inc; an affiliate of Barclays Bank; and

   -- claims that have been asserted against Barclays Capital in
      a class action filed in the Southern District of New York.

Delphi contended that it does not owe any indemnification
obligation to Barclays Bank because, inter alia, the Bank was
neither an issuer of the Bonds nor was it named as a defendant in
the Litigation.   Moreover, the issuance of the Bonds by Barclays
Capital was wholly unrelated to the Master Agreement and the
parties' rights and obligations under the Master Agreement.

To resolve their dispute, the parties engaged in arm's-length
negotiations and have agreed to enter into a settlement.

The parties' Settlement Agreement provides that Barclays will pay
Delphi $9,044,399 as Termination Payment in full and final
satisfaction of any and all claims Delphi may have against
Barclays for the return of the Termination Payment.

In exchange, Delphi will release and waive any claims, charges,
causes of action and avoidance actions it may assert or may have
been able to assert against Barclays, its affiliates, employees,
and agents regarding the Termination Payment.

The Settlement Agreement:

   -- eliminates a material risk of an unfavorable litigation
      outcome;

   -- avoids significant costs, uncertainties and delays
      attendant to any litigation and possible resulting
      judgment; and

   -- provides for a waiver of all claims Barclays may possess
      against the Debtors in relation to the Termination Payment,
      except for those concerning Barclays' rights pursuant to
      the Final DIP Order and the DIP Refinancing Order.

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).


DEVELOPERS DIVERSIFIED: Earns $253.3 Million in Year Ended Dec. 31
------------------------------------------------------------------
Developers Diversified Realty Corp. reported $253.3 million of net
income on $818.1 million of revenues for the year ended
Dec. 31, 2006, compared with $282.6 million of net income on
$719.6 million of revenues for the year ended Dec. 31, 2005.

The decrease in net income of approximately $29.3 million is due
to increases in net operating income from operating properties,
offset by decreases in gains on disposition of real estate,
increases in depreciation of the assets acquired and developed.
and increases in short-term interest rates and related interest
expense.

The $98.5 million increase in total revenues is mainly due to the
$58.7 million increase in base and percentage rental revenues, the
$20.9 million increase in recoveries from tenants, the
$6.6 million increase in ancillary income and other property
income, the $7.4 million increase in management, development and
other fee income, as well as a $4.9 million increase in other
income which was attributable to the increase in lease termination
fees.

The increase in recoveries from tenants is primarily due to an
increase in operating expenses and real estate taxes that
aggregated $26.7 million, primarily due to acquisitions and
developments coming on line.  Recoveries were approximately 85%
and 86% of operating expenses and real estate taxes for the years
ended Dec. 31, 2006 and 2005, respectively.

Ancillary and other properly related income increased due to
income earned from the acquisition of portfolios from Caribbean
Property Group LLC and Benderson Development Company.

The increase in management, development and other fee income,
which aggregated $7.4 million, is primarily due to unconsolidated
joint venture interests formed in 2005, the continued growth of
the joint venture with Macquarie DDR Trust aggregating
$1.3 million and an increase in other income of approximately
$4.9 million.  This increase was offset by the sale of several of
the company's joint venture properties that contributed
approximately $1.8 million in management fee income in the prior
year and a decrease in development fee income of approximately
$200,000. The remaining increase of $3.2 million is due to an
increase in other fee income.

At Dec. 31, 2006, the company's balance sheet showed $7.2 billion
in total assets, $4.6 billion in total liabilities, and
$2.5 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a91

Net cash flow provided by operating activities was $349.7 million
during 2006, compared with $355.4 million during 2005.

                    About Developers Diversified

Based in Beachwood, Ohio, Developers Diversified Realty
Corp. (NYSE: DDR) -- http://www.ddr.com/-- owns or manages
approximately 800 operating and development retail properties in
45 states, plus Puerto Rico and Brazil, comprising approximately
162 million square feet.  Developers Diversified is a self-
administered and self-managed real estate investment trust
operating as a fully integrated real estate company which
develops, leases and manages shopping centers.

The company elected to be treated as a Real Estate Investment
Trust under the Internal Revenue Code of 1986, as amended,
commencing with its taxable year ended Dec. 31, 1993.  As a real
estate investment trust, the company must meet a number of
organizational and operational requirements, including a
requirement that the company distribute at least 90% of its
taxable income to its stockholders.  As a real estate investment
trust the company generally will not be subject to corporate level
federal income tax on taxable income it distributes to its
stockholders.

                           *     *     *

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


EL PASO CORP: Sells American Natural to TransCanada for $2.8 Bil.
-----------------------------------------------------------------
El Paso Corporation reported that it sold 100% of the outstanding
shares of the capital stock of American Natural Resources Company,
the parent of ANR Pipeline Company, to TransCanada American
Investments Ltd., a subsidiary of TransCanada Corporation for
approximately $2.8 billion.

TransCanada funded the purchase price through a combination of
proceeds from its recent equity offering, cash on hand as well as
funds drawn on newly established bridge and term loan facilities.

As reported in the Troubled Company Reporter on Dec. 27, 2006, the
company sold ANR Pipeline, its Michigan storage assets and its 50%
interest in Great Lakes Gas Transmission to TransCanada Corp. and
TC PipeLines, LP for $4.135 billion, including the assumption of
$744 million of debt.

El Paso said that it will utilize tax loss carryovers in this
transaction, the company expects its after-tax cash proceeds
to be $3.3 billion.  In addition,  El Paso expects to have
approximately $1 billion of tax loss carryovers remaining after
the close.  Closing of the transaction is subject to customary
conditions and regulatory approvals, and is expected to occur
during the first quarter of 2007.

                       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.


EL PASO CORP: Moody's Puts Ratings on Review for Possible Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the debt ratings of El Paso Corporation and its subsidiaries,
including its pipelines and El Paso Exploration & Production
Company.

El Paso Corporation's subsidiaries includes:

   * El Paso Natural Gas Company
   * Southern Natural Gas Company
   * Tennessee Gas Pipeline Company
   * Colorado Interstate Gas Company

All the subsidiaries have Ba1 Corporate Family Ratings.

The reviews comes after some favorable recent developments,
including El Paso's $4 billion sale of ANR Pipeline Company and
the initiation of a debt tender offer for up to $3.3 billion of
parent-level debt with those proceeds, providing some clarity as
to its near-term financial plan.

"El Paso returned to profitability over the course of 2006 and
appears better able to sustain it, with less debt and the
restructuring of the company essentially complete," says Moody's
vice president Mihoko Manabe.

Over the next several weeks, Moody's will assess El Paso's
long-range financial plan and the credit implications of its
improving financial flexibility on its growth strategy.

Moody's will consider potential shifts in El Paso's asset mix and
business risk profile, as seen recently with the sale of ANR, its
stated intention to increase its investment in E&P and to form an
MLP with some of its pipeline assets later this year.

With the increase in growth spending in 2007, the company expects
to post well over $700 million of negative free cash flow,
excluding the proceeds from the ANR sale.  Most of this funding
gap arises from the ramp-up in E&P spending -- almost
$1.7 billion, about two-third of the consolidated 2007 capital
program, up 40% from 2006, and the most El Paso has spent on E&P
since the company went into financial distress five years ago.

E&P is a rating restraint for El Paso.  Moody's is concerned that
significant more capital will be invested in a business that has
not been generating sustainable returns.  Although E&P appears to
have stabilized, it missed its original production and reserve
addition targets in 2006 and continues to post very high finding
costs.  As part of the review, Moody's will review the FAS 69 oil
and gas supplemental disclosures in the 2006 10-K and consider the
potential effects of projects being pursued under its new E&P
leadership.

El Paso's Corporate Family Rating could be upgraded by one or two
notches, if the benefits of debt reduction and the stabilization
of the company outweigh the relative weakness of E&P.  Given E&P's
unclear operating trends, its ratings could be confirmed at
current levels, or be possibly upgraded by one notch if deemed
appropriate by its affiliation with a stronger parent company.  A
one-notch upgrade is possible for the pipeline companies, though
Moody's will consider the restraints posed by E&P and its parent
company.  Depending on the outcome of the review, the companies'
loss given default methodology ratings could change.

The full list of ratings affected by the review are:

On Review for Possible Upgrade:

   * Colorado Interstate Gas Company

      -- Issuer Rating, Placed on Review for Possible Upgrade,
         currently Ba2

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba1

      -- Senior Unsecured Regular Bond, Placed on Review
         for Possible Upgrade, currently Ba1

   * El Paso CGP Company

      -- Subordinate Regular Bond, Placed on Review for
         Possible Upgrade, currently Caa1

      -- Senior Unsecured Convertible Bond, Placed on
         Review for Possible Upgrade, currently B2

      -- Senior Unsecured Regular Bond, Placed on Review for
         Possible Upgrade, currently B2

   * El Paso Corporation

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

      -- Subordinate Convertible Bond, Placed on Review for
         Possible Upgrade, currently Caa1

      -- Senior Secured Bank Credit Facility, Placed on Review for
         Possible Upgrade, currently Ba3

      -- Senior Unsecured Convertible Bond, Placed on Review for
         Possible Upgrade, currently B2

      -- Senior Unsecured Medium-Term Note Program, Placed on
         Review for Possible Upgrade, currently B2

      -- Senior Unsecured Regular Bond, Placed on Review for     \
         Possible Upgrade, currently B2

   * El Paso Energy Capital Trust I

      -- Preferred Stock Preferred Stock, Placed on Review for
         Possible Upgrade, currently Caa1

   * El Paso Exploration & Production Company

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba3

      -- Senior Unsecured Regular Bond, Placed on Review for
         Possible Upgrade, currently B1

   * El Paso Natural Gas Company

      -- Issuer Rating, Placed on Review for Possible Upgrade,
         currently Ba2

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba1

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently Ba1

   * El Paso Performance-Linked Trust

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently B2

   * El Paso Tennessee Pipeline Co.

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently B2

   * Sonat Inc.

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently B2

   * Southern Natural Gas Company

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba1

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently Ba1

   * Tennessee Gas Pipeline Company

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba1

      -- Senior Unsecured Regular Bond/Debenture, Placed on Review
         for Possible Upgrade, currently Ba1

Outlook Actions:

   * Colorado Interstate Gas Company

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Corporation

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Energy Capital Trust I

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Exploration & Production Company

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Natural Gas Company

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Performance-Linked Trust

      -- Outlook, Changed To Rating Under Review From Positive

   * El Paso Tennessee Pipeline Co.

      -- Outlook, Changed To Rating Under Review From Positive

   * Southern Natural Gas Company

      -- Outlook, Changed To Rating Under Review From Positive

   * Tennessee Gas Pipeline Company

      -- Outlook, Changed To Rating Under Review From Positive

Headquartered in Houston, Texas, El Paso Corporation is a company
engaged principally in natural gas transmission and production.


EMERALD-NILE: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Emerald-Nile Realty, LLC
        136 East 57 Street, Suite 705
        New York, NY 10022

Bankruptcy Case No.: 07-11278

Chapter 11 Petition Date: February 28, 2007

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: James B. Miller, Esq.
                  19 West Flagler Street, Suite 416
                  Miami, FL 33130
                  Tel: (305) 374-0200

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kingsley Management, Inc.        Management            $270,000
c/o Kingsley Realty              Services
Holdings Ltd.
136 East 57th Street, Suite 705
New York, NY 10022

Estate of Fritz Klein            Loan                  $175,000
4545 Park Boulevard
San Diego, CA 92116

Ellen Karo CPA, P.C.             Accounting Fees        $60,000
733 Yonkers Avenue, Suite 101
Yonkers, NY 10704

Meister Seelig & Fein LLP        Legal Fees             $50,000
Stewart Rich
140 East 45th Street, 19th Floor
New York, NY 10017

Tropical Carpet Sales, Inc.      Trade Debt             $23,326
8703 Woodberry Court
Lake Worth, FL 33467

General Service Center           Trade Debt             $22,750

Richard Lobell                   Trade Debt             $15,000

North Star Industries, Inc.      Trade Debt             $14,070

Bay Carpet, Inc.                 Trade Debt             $14,000

Sunrise Security Agency and      Judgment               $12,360
Maintenance, Inc.

The New Miami Shores             Trade Debt             $10,528
Plumbing, Inc.

Prestige Elevator Corp.          Trade Debt              $8,858

David Marko, Esq.                Legal Fees              $6,751

All Florida Pools & Spa Center   Trade Debt              $2,467

Best Wholesale Office Products   Trade Debt              $1,808


FALCON AIR: Files Amended Plan & Disclosure Statement in Florida
----------------------------------------------------------------
SkyValue Airlines Inc. and Kenneth A. Welt, the chapter 11 trustee
for Falcon Air Express, Inc., filed with U.S. Bankruptcy Court for
the Southern District of Florida their Amended Chapter 11 Plan of
Reorganization and an Amended Disclosure Statement explaining that
plan.

                       Overview of the Plan

The Amended Plan provides for the continued operation of the
Debtor as a reorganized business and controlled by SkyValue after
the stock acquisition contemplated under the Plan and Stock
Issuance and Plan Funding Agreement.

The Plan Proponents tell the Court that its existing common stock
will be cancelled and extinguished as of the effective date and
100% of the Debtor's capital stock will be issued to SkyValue for
a cash purchase price of $3.3 million plus the amounts of:

    (i) $202,000 in respect of the rejection of the Lakes Edge
        Lease, and

   (ii) $350,000 earmarked for payment of allowed administrative
        claims.

Accordingly, SkyValue will emerge as the owner of the reorganized
Debtor as of the effective date.

                        Treatment of Claims

Under the Amended Plan, Administrative Claims, Priority Claims and
Priority Non-Tax Claims will be paid in full.

The U.S. Department of Agriculture, a Secured Claim Holder, and
JetGlobal, a Secured DIP Financing Claim Holder, will also be paid
in full.

Defensive Finance and Accounting Services, a Secured Claim holder,
will be entitled to exercise any valid right of setoff in full
satisfaction of its claim.

Each Holder of Security Deposit Claims will also receive and
retain their security deposit securing its claim in full
satisfaction of their claims.

Internal Revenue Service, a Secured and Priority Claim Holder,
will receive:

    * all cash in the estate on the effective date after the
      payment of allowed administrative, priority, USDA secured
      claims; and $200,000 earmarked to fund the liquidating
      trust; and

    * all payments received by the liquidating trustee in
      respect of the outstanding Aeropostal Alas de Venezuela
      C.A. receivable, subject to certain conditions as
      described in the Plan, in full of its allowed secured
      and priority claims.

The Plan Proponents disclose that the IRS has waived any
deficiency.

U.S. Department of Justice Trust Fund Claims will receive a cash
distribution from the IRS and any available customs bond proceeds.
Any deficiency to the DOJ's claims will be treated as a general
unsecured claim.

Holders of Secured Financing and Other Secured Claims will either:

    -- retain their liens and be paid by the reorganized Debtor,
       or

    -- receive their collateral in full.

Each Holder of General Unsecured Claim will receive a pro rata
distribution from the liquidating trust asset.  The Plan
Proponents say the unsecured creditors are expected to recover
between 2% and 3% of their claims.

                      About Falcon Air

Headquartered in Miami, Florida, Falcon Air Express Inc. --
http://www.falconairexpress.net/-- is a small and low-cost
airline company that provides charter service and renders foreign
and U.S. carriers sub-services on schedules routes.  The Debtor
and its affiliate, MAJEL Aircraft Leasing Corp., filed for chapter
11 protection on May 10, 2006 (Bankr. S.D. Fla. Case Nos. 06-11877
& 06-11878).  Brian G. Rich, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  Peter D.
Russin, Esq., and Michael S. Budwick, Esq., at Meland Russin &
Budwick, P.A., represent the Official Committee of Unsecured
Creditors.  On June 26, 2006, Kenneth A. Welt was appointed as the
Debtor's Chapter 11 Trustee.  Ariel Rodriguez, Esq., and Frank P.
Terzo, Esq., at Katz Barron Squitero Faust represents the Chapter
11 Trustee.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million
and $50 million.


FALCON AIR: Joint Hearings Scheduled for March 5
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
set a joint hearing on March 5, 2007, to consider the adequacy of
the Amended Disclosure Statement and confirmation of the Chapter
11 Plan of Reorganization proposed by SkyValue Airlines Inc. and
Kenneth A. Welt, the Chapter 11 Trustee appointed in Falcon Air
Express, Inc.'s chapter 11 case.

Headquartered in Miami, Florida, Falcon Air Express Inc. --
http://www.falconairexpress.net/-- is a small and low-cost
airline company that provides charter service and renders foreign
and U.S. carriers sub-services on schedules routes.  The Debtor
and its affiliate, MAJEL Aircraft Leasing Corp., filed for chapter
11 protection on May 10, 2006 (Bankr. S.D. Fla. Case Nos. 06-11877
& 06-11878).  Brian G. Rich, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  Peter D.
Russin, Esq., and Michael S. Budwick, Esq., at Meland Russin &
Budwick, P.A., represent the Official Committee of Unsecured
Creditors.  On June 26, 2006, Kenneth A. Welt was appointed as the
Debtor's Chapter 11 Trustee.  Ariel Rodriguez, Esq., and Frank P.
Terzo, Esq., at Katz Barron Squitero Faust represents the Chapter
11 Trustee.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million
and $50 million.


FEDERAL-MOGUL: Wants Court Approval on Citigroup Exit Financing
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor affiliates have began
investigating prospects of obtaining new exit financing in
connection with the preparation of their Fourth Amended Joint Plan
of Reorganization, Scotta E. McFarland, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, in Wilmington, Delaware,
relates.

After an exhaustive process, the Debtors have decided that the
package offered by Citicorp USA, Inc., and JPMorgan Chase Bank,
N.A., and a syndicate of banks, financial institutions and other
entities contained the most attractive terms for their exit
financing needs.  The subject financing facility is arranged by
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

On February 23, 2007, the Debtors, Citigroup and JPMorgan entered
into a commitment letter and fee letter.

The Financing Commitment Documents contemplate that the Exit
Lenders will provide the Debtors with:

   (1) a $540,000,000 five-year senior secured asset-based
       revolving credit facility; and

   (2) a $2,960,000,000 senior secured term loan facility,
       consisting of:

         (i) an $878,000,000 senior secured term loan facility
             to be made available in a single draw upon the
             closing of the Exit Facilities, with a $50,000,000
             synthetic letter of credit subfacility; and

        (ii) a $2,082,000 delayed draw senior secured term loan
             facility to be made available in up to three draws
             at any time from the Exit Closing Date up to 60 days
             thereafter.

The Term Loans are payable in 28 consecutive quarterly
installments, commencing on the last business day of the month in
which the 90th day after the Closing Date occurs.  The first 27
installments will be equal to 0.25% of the initial principal
balance of the Term Loans and the last installment will be equal
to the remaining principal balance of the Term Loans.

The Debtors will use the proceeds of the Exit Facilities to:

   -- refinance in full their existing $775,000,000 DIP credit
      facility upon consummation of the Fourth Amended Plan;

   -- make certain cash payments or otherwise satisfy allowed
      claims pursuant to the Plan;

   -- pay transaction costs and expenses associated with their
      reorganization; and

   -- provide working capital after their reorganization.

If drawn, the proceeds of the Delayed Draw Term Facility will be
used by the Debtors initially to refinance amounts outstanding
under the Reorganized Federal-Mogul Secured Term Loan Agreement
and the Reorganized Federal-Mogul Junior Secured PIK Notes and
subsequently for other general corporate purposes, Ms. McFarland
adds.

                       Liens and Collateral

The obligations of each Loan Party in respect of the Exit
Facilities and certain hedging agreements and cash management
agreements provided by any Lender will be secured by a perfected
first priority security interest in substantially all of its
tangible and intangible personal property, including the capital
stock of each Guarantor, and each parcel of real estate having a
value of more than $5,000,000.

                          Interest Rates

The Debtors may elect that the loans comprising each borrowing
bear interest at a rate per annum equal to:

   (1) the sum of (A) the higher of (i) the rate of interest
       publicly announced by Citibank, N.A., as its base rate in
       effect at its principal office in New York City; and (ii)
       the federal funds effective rate from time to time plus
       0.5%; and (B) a percentage determined in accordance with
       the pricing grid which is initially anticipated to be (i)
       0.5%, in the case of ABR Loans; and (ii) 1.5%, in the case
       of Eurodollar Loans; or

   (2) the Eurodollar Rate plus a percentage determined based on
       the Federal-Mogul Corp.'s corporate family ratings at the
       commencement of syndication of the Facilities, which
       percentages are expected to be between 0.375% and 0.750%
       in the case of ABR Loans and between 1.375% and 1.75% in
       the case of Eurodollar Loans, depending upon Standard &
       Poor's Ratings Group's and Moody's Investor Services
       Inc.'s ratings of the Exit Facilities.

All Swingline Loans will bear interest at a rate per annum equal
to the ABR plus the Applicable Margin.

                       Amended DIP Facility

Pursuant to the Commitment Letter, Citigroup USA and JPMorgan
Chase have also committed to provide an amended DIP financing
facility in the event that the Exit Closing Date does not occur
by July 1, 2007.

The Amended DIP Facility would amend the Existing DIP Facility to
extend the maturity date from July 1, 2007 to December 31, 2007,
and to make other changes as mutually agreed by the parties.

A full-text copy of the Citigroup Commitment Letter is available
for free at http://ResearchArchives.com/t/s?1aa3

A full-text copy of the form of the contemplated Term Loan and
Revolving Credit Agreement is available for free at:

               http://ResearchArchives.com/t/s?1aa4

In return for Citigroup's and JPMorgan's commitments to arrange,
syndicate and fund the Facilities, the Debtors have agreed to pay
certain related fees to Citigroup and JPMorgan as set forth in a
Fee Letter.  The Fee Letter also provides for the payment of
certain administrative agency and collateral monitoring fees that
are payable at certain time intervals, with the first payment
occurring on the Exit Closing Date.

The Fee Letter does not require the payment of any fees in
advance of the Exit Closing Date, Ms. McFarland tells the Court.

The Debtors have also agreed, pursuant to the Commitment Letter,
to pay various expenses incurred by Citigroup and JPMorgan in
connection with the transactions contemplated by the Commitment
Letter.  "These expenses are payable on demand and therefore may
be paid in advance of the Exit Closing Date," according to Ms.
McFarland.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware for permission to:

   (a) enter into the Commitment Letter and the Fee Letter and
       any and all related documents with Citigroup and JPMorgan;
       and

   (b) pay the fees and expenses contemplated in the Commitment
       Letter and Fee Letter as administrative expenses under
       Sections 503(6)(1) and 507(a)(1) of the Bankruptcy Code.

The Debtors believe that the financial terms of the Commitment
Letter, the Fee Letter and the Exit Facilities represent fair
market rates.

The Fee Letter, Ms. McFarland avers, contains information that is
both sensitive to the Debtors' business and proprietary to
Citigroup and JPMorgan.

Accordingly, the Debtors seek the Court's permission to file the
Fee Letter under seal pursuant to Section 107(b)(1) of the
Bankruptcy Code and Rule 9018 of the Federal Rules of Bankruptcy
Procedure.

                      About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No.
01-10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and
Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura
Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq.,
at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq.,
Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm represent the Official Committee of Unsecured Creditors.
(Federal-Mogul Bankruptcy News, Issue No. 129; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FERRO CORP: Earnings Prospects Cue S&P to Hold B+ Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Ferro Corp. and raised the senior debt rating to
'B+' from 'B'.  The ratings are removed from CreditWatch, where
they were placed Nov. 18, 2005, with negative implications. The
outlook is stable.

The affirmation of the corporate credit rating reflects the
likelihood that the company will be able to maintain or further
strengthen credit metrics, which are reasonable for the ratings,
despite some concerns about somewhat slower economic growth during
2007.  The upgrade of the senior debt rating recognizes that the
existing $200 million of 9.25% notes benefit from the same
collateral as the secured credit facility.

"Ferro's earnings prospects are enhanced by restructuring actions
underway and transparency has improved as a result of the return
to a normal reporting schedule.  In addition, the company is
likely to continue to work toward the reduction of debt and metal
lease borrowings," said Standard & Poor's credit analyst Wesley E.
Chinn.

The ratings on this producer of ceramic glaze, porcelain enamel
coatings, electronic materials, and inorganic pigments and
colorants reflect its aggressive debt leverage, cyclicality of its
markets, vulnerability to raw material costs, and lackluster
operating margins and return on capital.

These negatives are partially offset by a diverse chemicals
portfolio, initiatives to lower the cost structure, and potential
debt reduction from asset sales.


FIRST HORIZON: Fitch Rates Class B-5 Certificates at B
------------------------------------------------------
Fitch rates First Horizon Alternative Mortgage Securities Trust
mortgage pass-through certificates, series 2007-FA1 as:

   -- $259.91 million classes A-1 through A-7, A-PO and A-R
      certificates (senior certificates) 'AAA';

   -- $7.43 million class B-1 certificates 'AA';

   -- $2.61 million class B-2 certificates 'A';

   -- $1.92 million class B-3 certificates 'BBB';

   -- $1.24 million privately offered class B-4 certificates 'BB';

   -- $0.96 million privately offered class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 5.50%
subordination provided by the 2.70% class B-1, the 0.95% class
B-2, the 0.70% class B-3, the 0.45% privately offered class B-4,
the 0.35% privately offered class B-5, and the 0.35% privately
offered class B-6 (not rated by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch Ratings.

Substantially all of the mortgage loans were underwritten to First
Horizon's 'Super Expanded Underwriting Guidelines'.  These
guidelines are less stringent than First Horizon's general
underwriting guidelines and could include limited documentation,
higher loan-to-value ratios and lower FICO scores.  Mortgage loans
underwritten to the 'Super Expanded Underwriting Guidelines' could
experience higher rates of default and losses than loans
underwritten using First Horizon's general underwriting
guidelines.

As of the cut-off date, Feb. 1, 2007, the aggregate pool consists
of conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on single-family residential properties,
substantially all of which have original terms to maturity of 30
years.  Approximately 43.8% of the mortgage loans in the aggregate
pool have interest only payments scheduled for a period of 10
years following the origination date of the mortgage loan.
Thereafter, monthly payments will be increased to include
principal and interest payments to sufficiently amortize the loan
over the remaining term.  The principal balance of the aggregate
pool is $275,036,953 and the average principal balance is
approximately $244,695.  The mortgage pool has a weighted average
original loan-to-value ratio of 71.7% and the weighted average
FICO is 722.  Rate/Term and cash-out refinance loans account for
13.7% and 41.3% of the pool, respectively.  Second homes represent
7.0% of the pool, and investor occupancies represent 22.9% of the
pool.  The states with the largest concentrations are California
(15.9%), Maryland (8.0%), Virginia (7.6%), and Arizona (5.1%).
All other states represent less than 5% of the pool as of the
cut-off date.

The trust, First Horizon Alternative Mortgage Securities Trust
2007-FA1, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FIRST HORIZON: Fitch Assigns B Rating to Class B-5 Certificates
---------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. mortgage
pass-through certificates, series 2007-1 as:

   -- $216.0 million classes A-1 through A-7, A-PO, and A-R,
      (senior certificates) 'AAA';

   -- $5.85 class B-1 'AA';

   -- $1.35 class B-2 'A';

   -- $0.67 class B-3 'BBB';

   -- $0.45 class B-4 'BB'; and

   -- $0.34 class B-5 'B'.

The class B-6 certificate is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 2.60% class B-1, the 0.60% class
B-2, the 0.30% class B-3, the 0.20% privately offered class B-4,
the 0.15% privately offered class B-5, and the 0.15% privately
offered class B-6 certificates.  The ratings on the class B-1,
B-2, B-3, B-4, and B-5 certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

As of the cut-off date, Feb. 1, 2007, the aggregate Pool consists
of conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on single-family residential properties,
substantially all of which have original terms to maturity of 30
years.  Approximately 30.7% of the mortgage loans in the aggregate
pool have interest only payments scheduled for a period of 10
years following the origination date of the mortgage loan.
Thereafter, monthly payments will be increased to include
principal and interest payments to sufficiently amortize the loan
over the remaining term.  The aggregate principal balance of the
pool is $225,005,065 and the average principal balance is
approximately $633,817.  The mortgage pool has a weighted average
original loan-to-value ratio (OLTV) of 72.2% and the weighted
average FICO is 748.  The states with the largest concentrations
are California (23.3%), Virginia (9.8%), Washington (8.8%),
Maryland (8.2%), and Texas (5.9%).  All other states represent
less than 5% of the aggregate pool as of the cut-off date.

All of the mortgage loans were originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2007-1, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FORD MOTOR: Estimates $11.18 Billion in Restructuring Costs
-----------------------------------------------------------
Ford Motor Company disclosed Wednesday in a regulatory filing with
the Securities and Exchange Commission its estimated life-time
costs for restructuring actions:

   Jobs Bank Benefits and
   personnel-reduction programs      $5,960 million

   Pension curtailment charges        2,741 million

   Fixed asset impairment charges     2,200 million

   U.S. plant idlings
   (primarily fixed-asset
   write-offs)                          281 million

   ------------------------------------------------
   Total                            $11,182 million

Of the total $11,182 million of estimated costs, Ford says that
$9,982 million has been accrued in 2006 and the balance, which is
primarily related to salaried personnel-reduction programs, is
expected to be accrued in the first quarter of 2007.

The company expects a curtailment gain for other postretirement
employee benefit obligations related to hourly personnel
separations that occur in 2007, which gain the company expects to
record in 2007.  Of the estimated costs, those relating to Job
Bank Benefits and personnel-reduction programs also constitute
cash expenditure estimates.

The restructuring cost estimates relate to the automaker's
previously announced commitment to accelerate its restructuring
plan, referred to as Way Forward plan.

The "Way Forward" plan includes closing plants and laying off up
to 45,000 employees.

As reported in the Troubled Company Reporter on Feb. 21, 2007,
Ford expected to miss some points in its "Way Forward"
restructuring plan, according to an internal report titled "Report
Card: Ford North America."

Reports said that although Ford hit the $400 million material
cost savings in January, the company would likely miss its target
for February and March.  Also, Ford missed its U.S. retail sales
goal in January for Focus by 10,600 vehicles.

                           2006 Results

Ford incurred a $12,613 million net loss on $160,123 million of
total sales and revenues for the year ended Dec. 31, 2006,
compared to a $1,440 million net income on $176,896 million of
total sales and revenues for the year ended Dec. 31, 2005.

Ford's balance sheet at Dec. 31, 2006, showed total assets of
$278,554 million and total liabilities of $280,860 million
resulting in a total stockholders' deficit of $3,465 million.
The company had $13,442 million in total stockholders' equity at
Dec. 31, 2005.

                 Continued Decline in Market Share

Ford says its overall market share in the United States has
declined in each of the past five years, from 21.1% in 2002 to
17.1% in 2006.  The decline in overall market share primarily
reflects a decline in the company's retail market share, which
excludes fleet sales, during the past five years from 16.3% in
2002 to 11.8% in 2006.

                       Stockholders' Equity

The $16.9 billion decrease in Ford's stockholders' equity at
Dec. 31, 2006, primarily reflected 2006 net losses and recognition
of previously unamortized changes in the funded status of the
company's defined benefit postretirement plans as required by the
implementation of Statement of Financial Accounting Standards No.
158, offset partially by foreign currency translation adjustments.

                         Automotive Sector

The weighted-average maturity of Ford's total automotive debt is
approximately 17 years, and is measured based on the maturity
dates of its debt or the first date of any put option available to
the owners of its debt.  About $3 billion of debt matures by
Dec. 31, 2011, and about $15 billion matures or has a put option
by Dec. 31, 2016.

At Dec. 31, 2006, Ford had $13 billion of contractually-committed
credit facilities with financial institutions, including
$11.5 billion pursuant to a senior secured credit facility
established in December 2006, $1.1 billion of global Automotive
unsecured credit facilities, and $400 million of local credit
facilities available to foreign affiliates.  At Dec. 31, 2006,
$12.5 billion of the facilities were available for use.

             Financial Services Sector -- Ford Credit

Ford Credit's total debt plus securitized off-balance sheet
funding was $150.9 billion at Dec. 31, 2006, about $900 million
higher compared with a year ago.  At Dec. 31, 2006, Ford Credit's
cash, cash equivalents and marketable securities totaled
$21.8 billion (including $3.7 billion to be used only to support
on-balance sheet securitizations), compared with $17.9 billion at
year-end 2005.

Ford Credit obtains short-term funding, among others, from sale of
floating rate demand notes under its Ford Interest Advantage
program.  At Dec. 31, 2006, the principal amount outstanding of
such notes was $5.6 billion.

For additional funding and to maintain liquidity, at Dec. 31,
2006, Ford Credit and its majority owned subsidiaries had
$3.8 billion of contractually committed unsecured credit
facilities with financial institutions, of which $2.6 billion were
available for use.

In addition, at Dec. 31, 2006, banks provided $18.9 billion of
contractually-committed liquidity facilities exclusively to
support Ford Credit's two on-balance sheet asset-backed commercial
paper programs.

Ford Credit also has entered into agreements with a number of
bank-sponsored asset-backed commercial paper conduits and other
financial institutions pursuant to which the parties are
contractually committed, at Ford Credit's option, to purchase from
Ford Credit eligible retail or wholesale assets or to make
advances under asset-backed securities backed by wholesale assets
for proceeds of up to approximately $29.1 billion.  At Dec. 31,
2006, $9.7 billion of the commitments were in use.

Furthermore, Ford Credit has a multi-year committed liquidity
program for the purchase of up to $6 billion of unrated asset-
backed securities that at its option can be supported with various
retail, wholesale, or leased assets.  Ford Credit's ability to
obtain funding under this program is subject to having a
sufficient amount of assets available to issue the securities.

A full-text copy of the financial report is available for free at
http://researcharchives.com/t/s?1a95

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury, and Volvo.  Its automotive-related services
include Ford Motor Credit Company and The Hertz Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3 billion of senior convertible notes due
2036.


FREEPORT-MCMORAN: S&P Lifts Corporate Credit Rating to BB from BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New Orleans, Louisiana-based Freeport-McMoRan
Copper & Gold Inc. to 'BB' from 'BB-'.

Simultaneously, Standard & Poor's lowered its corporate credit
rating on Phelps Dodge Corp. to 'BB' from 'BBB'.  In addition, all
ratings were removed from CreditWatch where they were placed on
Nov. 20, 2006, following the disclosure that Freeport had entered
into an agreement agreed to acquire Phelps in a transaction valued
at $26 billion.  The outlook is stable.

Under terms of the transaction, the acquisition will be funded by
$18.5 billion in cash, of which $16.0 billion is through new debt
offerings, with the remainder in common stock. Pro forma for the
transaction, total adjusted debt will approximate $18 billion.

In addition, Standard & Poor's Lowered its senior unsecured rating
to 'BB-' from 'BBB.' Phelps' existing senior unsecured notes,
which do not benefit from any subsidiary guarantee, will receive a
guarantee from the parent.; and We lowered our ratings on Cyprus
Amax Minerals Co.'s existing 7.375% senior notes, which will
become secured effective this transaction, due 2007 to 'BB+' from
'BBB'.

"The upgrade of Freeport's ratings reflects the marked improvement
of Freeport's business profile and position in the mining
industry," said Standard & Poor's credit analyst Thomas Watters.

"The acquisition augments its reserves, production, and geographic
diversity, while somewhat mitigating Freeport's exposure to the
political and legal risks of operating in Indonesia, which
historically have been key risk factors in the assessment of
Freeport's corporate credit rating.  The downgrade of Phelps'
ratings reflects the material increase in debt for the combined
entity."

Pro forma for the acquisition, Freeport will be the world's
second-largest copper producer, with 3.6 billion pounds of equity
production in 2006.

"Incorporated in the stable outlook is our expectation
that through company initiatives to reduce debt and our belief
that commodity prices during the near term will remain at
relatively healthy levels, Freeport should make meaningful
progress in significantly reducing its aggressive debt
leverage," Mr. Watters added.


FREMONT GENERAL: Financial Filing Delay Cues Fitch to Cut Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded Fremont General Corp.'s long-term
Issuer Default Rating to 'B+' from 'BB-', the long-term senior
debt to 'B' from 'B+', and the Individual rating to 'D' from
'C/D'.

Fitch has also downgraded the Preferred Stock rating of Fremont
General Financing I to 'CCC+' from 'B-'.  Concurrent with this
rating action, Fitch has placed FMT and Fremont Investment & Loan
on Rating Watch Negative.  Previously, the Rating Outlook for FMT
and subsidiaries had been Negative.

Fitch's rating action reflects FMT's recent disclosure that it
will postpone the release of its fourth quarter and full-year 2006
results of operations, as well as the conference call to discuss
such results.  The company also disclosed that it will not file
its 10K by March 1, 2007.  The company's unexpected disclosure
adds to Fitch's concerns previously noted in a recent rating
action commentary and recent Credit Update.  While details have
not been released, Fitch believes that more downside risk will
materialize as a result of FMT's disclosure pressuring FMT's
financial flexibility.  In addition, the recovery prospects for
FMT bondholders would likely be lower than previously estimated.
The Negative Rating Watch signals that the next rating action
could be negative for FMT and subsidiaries.

Fitch believes that FMT faces a difficult subprime residential
mortgage market.  Financial reporting delays notwithstanding,
operating performance may continue to deteriorate over the next
12-18 months.  Fitch will continue to monitor capital and
liquidity, principally at FMT, the holding company for FIL.

In addition to risks associated with operating performance, debt
at the holding company level is currently mainly being serviced by
cash flows from residual interests in mortgage-backed securities
backed by FIL-originated subprime residential real estate loan
collateral.  Recent vintages of Fremont MBS have underperformed,
and as a consequence, cash flows from underlying residuals may
decline.  At Sept. 30, 2006, FMT had available cash on hand and
some contingent funding, including cash dividends from FIL, to
offset any potential cash shortfalls from the residuals.

In considering rating downgrades for FMT and FIL, such actions
would be likely if operating performance deteriorates or if the
company has difficulty executing its business plan.  To resolve
the Rating Watch, Fitch will consider a number of factors, such as
the impact of potential event risk or, more fundamentally,
improved operating performance and stable liquidity at the holding
company level.  While not a bank holding company, FMT is a holding
company that engages in lending through FIL, which is an
industrial bank regulated by the FDIC and the Department of
Financial Institutions of the State of California.

Fitch has downgraded these ratings and has placed them on Rating
Watch Negative:

Fremont General Corp.

   -- Long-term IDR to 'B+' from 'BB-';
   -- Long-term senior debt to 'B' from 'B+'; and
   -- Individual to 'D' from 'C/D'.

Fremont General Financing I

   -- Preferred securities to 'CCC+' from 'B-'.

Fitch has placed these ratings on Rating Watch Negative:

Fremont General Corp.

   -- Short-term issuer at 'B'.

Fremont Investment & Loan

   -- Long-term deposits at 'BB';
   -- Short-term deposits at 'B';
   -- Long-term IDR at 'BB-';
   -- Short-term issuer at 'B'; and
   -- Individual at 'C/D';

Fitch has also affirmed these ratings:

Fremont General Corp.

   -- Support at '5'.

Fremont Investment & Loan

   -- Support at '5'.


GEM SOLUTIONS: Posts $1.9 Million Loss in Quarter Ended Dec. 31
---------------------------------------------------------------
GeM Solutions Inc., formerly known as Stellar Technologies Inc.,
reported a $1.9 million net loss on $145,132 of revenues for the
second quarter ended Dec. 31, 2006, compared with a $509,001 net
loss on $319,956 of revenues for the same period in 2005.

Sales of the company's E-mail migration solutions decreased
$56,290 for the quarter ended Dec. 31, 2006.  Licensing revenues
from the company's content management solutions segment also
decreased to a negative $48,947 as compared to $69,587 for the
quarter ended Dec. 31, 2005.  Due to limited resources, the
company has substantially reduced the further development of its
GeM solution suite, terminated its direct sales force, and is
focusing its resources primarily on generating additional revenue
from sales of its E-mail migration solutions.

Total expenses increased $864,055 primarily due to the increase in
salaries and wages, general and administrative expenses, research,
development and product support expenses, and depreciation and
amortization expenses, partly offset by the decrease in
professional fees.

Other expense was $49,250 compared to other income of $306,866 in
the 2005 quarter.  The increase is mainly due to a $709,526
derivative income during the quarter ended Dec. 31, 2005, partly
offset by a $353,410 decrease in net interest expense.

The decrease in net interest expense consisted primarily of
$255,356 of amortization of debt discount and warrant costs
associated with the company's outstanding $1.6 million convertible
note and warrants which the company incurred in 2005.

The company realized income on derivative liabilities of $709,526
during the quarter ended Dec. 31, 2005, absent in 2006, primarily
as a result of changes in the fair value of derivative
liabilities.

At Dec. 31, 2006, the company's balance sheet showed $1.6 million
in total assets and $3.4 million in total liabilities, resulting
in a $1.8 million total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $216,016 in total current assets available to pay
$3.4 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?1a88

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Malone & Bailey, PC, in Houston, Tex., raised substantial doubt
about Stellar'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 losses from operations and negative
working capital.

                        About GeM Solutions

GeM Solutions Inc. (OTC BB: GEMI.OB) fka Stellar Technologies Inc.
provides management and security solutions to business and
government agencies globally.


GENERAL MOTORS: Reports Increase in U.S. Sales for February
-----------------------------------------------------------
Despite an expected decline in U.S. industry sales, General Motors
Corp. reported a 3.4% total sales increase, compared with February
2006.  The sales gain was due to an 11% retail sales increase.
Retail and fleet sales by GM dealers in the United States totaled
311,763 vehicles, compared with sales of 301,545 in February 2006.
Fleet sales were down 18% due to a planned 25% reduction in daily
rental sales.

"Our pickup, SUV and crossover business was terrific across the
board," Mark LaNeve, vice president, GM North American Sales,
Service and Marketing, said.  "Our customers are telling us that
we have the winning formula -- the best products, industry-leading
fuel economy and the best value."

February's performance was led by the new GMC Sierra and the North
American Truck of the Year Chevrolet Silverado full-size pickups.
Silverado had its best February sales month in five years, total
full-size pickup sales were up 29% and total truck sales were up
more than 7% compared with last February.  The critically
acclaimed new GMC Acadia and Saturn Outlook drove a 97% retail
increase in the mid-crossover segment.

"With GM offering the best coverage in our 5 year/100,000 mile
powertrain limited warranty with roadside assistance and courtesy
transportation, we believe customers see our vehicles as having
outstanding value and quality that is better than the
competition," Mr. LaNeve added.  "With a less than stellar
industry performance, our February sales results stand out."

The Chevrolet, GMC, Saturn and Pontiac divisions all saw retail
increases in February.

Retail truck sales were up 16% compared with February 2006 and
total truck sales were up 7%. Leading the retail sales gains were
full-size pickups, up 36% compared with February 2006, with
positive showings by Chevrolet Avalanche, up 110% and Silverado,
up 34%.  GMC Sierra retail sales volume was up 27% compared with
last February.

Retail increases by the Cadillac Escalade ESV and Escalade EXT,
compared with February 2006, pushed GM's large luxury utilities
segment up 7% compared with last February.

Driven by an increase in Chevrolet Aveo retail sales, GM's economy
car segment retail volume was up 17% compared with February 2006.
A 45% retail increase in Pontiac G6 and a 65% increase in
Chevrolet Impala retail sales, compared with the same month a year
ago, pushed GM's mid-car segment retail volume up 25%.

In February, GM's mix of total fleet to retail sales continued to
improve significantly. Retail sales were 78.5% of total sales,
compared with 73% last February; fleet sales were 21.5%, compared
with 27% last year.

GM February sales reflected the continuing strength of the new
product portfolio with competitive incentive spending, balanced
with ongoing reductions in daily rental fleet sales.

                     Certified Used Vehicles

February 2007 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles and HUMMER Certified Pre-Owned Vehicles, were 42,855
units, up nearly 6% from last February.  Year-to-date sales for
all certified GM brands are up nearly 8% from the same period last
year.

GM Certified Used Vehicles, the industry's top-selling
manufacturer-certified used brand, posted February sales of 37,840
units, up nearly 7% from February 2006.  Year-to-date sales are
75,390 units, up 8%.

Cadillac Certified Pre-Owned Vehicles posted February sales of
3,111 units, comparable to last February.  Saturn Certified Pre-
Owned Vehicles sold 1,262 units in February, down 11%.  Saab
Certified Pre-Owned Vehicles sold 540 units, up 7%, and HUMMER
Certified Pre-Owned Vehicles sold 102 units, up 183%.

                    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.


GENERAL NUTRITION: Moody's Places Corporate Family Rating at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and SGL-3 liquidity rating to General Nutrition Centers, Inc.

Moody's also rated GNC's proposed secured bank loan at B1, LGD2,
27%, senior notes at Caa1, LGD5, 77%, and senior subordinated
notes at Caa2, LGD6, 95%.  Proceeds from the new debt, together
with preferred and common equity from the new owners Ares
Management and Ontario Teachers' Pension Plan, will be used to
finance the leveraged buyout of GNC from Apollo Management for
total consideration of almost $1.7 billion.  The rating outlook is
stable.

Ratings assigned:

   * $710 million senior secured credit facility at B1, LGD2,
     27%

   * $300 million floating-rate seven-year senior notes at Caa1,
     LGD5, 77%;

   * $125 million fixed-rate eight-year senior subordinated notes
     at Caa2, LGD6, 95%;

   * Corporate family rating at B3;

   * Probability-of-default rating at B3; and

   * Speculative Grade Liquidity rating at SGL-3.

As part of this action assigning ratings to the post-LBO iteration
of GNC, the corporate family and probability-of-default ratings
were transferred to General Nutrition Centers, Inc from GNC Parent
Corporation.  The ratings on the existing bank loan, senior notes,
senior subordinated notes, and holding company notes will be
withdrawn upon completion of this transaction.

GNC's corporate family rating of B3 balances the company's very
weak post-transaction credit metrics such as high leverage, low
interest coverage, and limited free cash flow.

Also, GNC's corporate family rating of B3 balances the company's
revenue vulnerability to new product introductions against certain
qualitative aspects that have low investment grade or high
non-investment characteristics.

Weighing down the overall rating with B characteristics is the
company's financial policy that is leading to higher leverage
compared to before the transaction.   The ongoing challenges in
matching changes in consumer preferences for VMS products also
constrain the ratings.  The company's geographic diversification
and the relative lack of cash flow seasonality have solidly
investment grade scores, while the company's scale and widespread
consumer recognition of the GNC name in the intensely competitive
segment of vitamin, mineral, and nutritional supplement retailing
have Ba scores.  In accordance with Moody's hybrid securities
methodology, the proposed preferred stock falls in basket C.

The outlook reflects Moody's expectation that debt protection
measures will improve over the next six quarters.  The stable
rating outlook also recognizes that the sales and operating profit
trends have turned positive over the past six quarters, and that
liquidity is adequate.  Concerns about liquidity if free cash flow
does not exceed break-even, a return to declining store-level
operating performance, or another aggressive financial policy
action would cause the ratings to be lowered.

Debt to EBITDA remaining above 7x twelve to eighteen months from
now, EBIT to interest expense below 1x, or negative free cash flow
would cause ratings to be lowered.  Given the sizable contribution
to operating profit from franchise royalties, operating weaknesses
among franchisees also would negatively impact the ratings.

In the near term, Moody's believes that a rating upgrade is
unlikely.  Ratings could eventually move upward if the company
establishes a long-term track record of sales stability and
improved margins, the system expands both from new store
development and existing store performance, and if the company
begins to substantially reduce debt.  Debt protection measures
that Moody's will focus on include EBIT coverage of interest
expense meaningfully greater than 1 time, debt to EBITDA below
6.5x, and Free Cash Flow to Debt approaching 3%.

General Nutrition Centers, Inc., with headquarters in Pittsburgh,
Pennsylvania, retails and manufactures vitamins, minerals, and
nutritional supplements domestically and internationally through
about 5860 company operated and franchised stores.  Revenue for
the twelve months ending December 2006 approached $1.5 billion.


HANLEY WOOD: Moody's Rates $110 Million Senior Add-on Loan at B2
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Hanley Wood
LLC's proposed add-on term loan.  At the same time, the rating
agency affirmed the company's B2 Corporate Family Rating and
downgraded the ratings on the existing credit facilities to B2
from B1.

These are the rating actions:

Rating assigned:

   -- $110 million senior secured add-on term loan B, B2, LGD3,
      35%

Rating affirmed:

   -- Corporate Family rating, B2

Ratings downgraded:

   -- $75 million senior secured revolving credit facility, due
      2013, to B2, LGD3, 35% from B1, LGD3, 38%

   -- $291 million senior secured term loan B, due 2014, to B2,
      LGD3, 35% from B1, LGD3, 38%

   -- Probability of default rating, to B3 from B2

The rating outlook is stable.

The affirmation of the Corporate Family rating underscores recent
improvements in financial performance offset by a modest increase
in debt.

The ratings continue to reflect the risks associated with Hanley
Wood's high financial leverage, the vulnerability of its business
to the real-estate, building and construction sectors, its highly
acquisitive management team, and the formidable competition it
faces from rival trade show operators and publishers within some
of its niche markets.  In addition, the ratings recognize the
defensibility of Hanley Wood's niche publications and conferences,
the value and severability ascribed to its portfolio of titles and
its ability to generate free cash flow.

The stable outlook reflects Hanley Wood's diverse revenue streams,
its relatively low capital spending requirements and its ability
to weather prior recessions in the housing and construction
markets.

The downgrade of the senior secured credit facilities to B2
largely results from the replacement of $105 million of senior
subordinated notes with $110 million in senior secured term loans
with the result that senior secured debt will represent the
predominance of the company's debt structure, following the
refinancing.

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

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

At the end of September 2006, Hanley Wood reported $396 million of
debt representing a multiple in excess of 7.0x LTM EBITDA.
Moody's expects that this leverage metric will improve to around
6.0x debt to EBITDA by the end of 2007 through acquired cash flow
and organic growth..

Headquartered in Washington, DC, Hanley Wood is a media company
largely serving the housing and construction industry.  The
company recorded LTM sales of $226 million at the end of September
2006.


INTERDENT SERVICE: Moody's Holds Corporate Family Rating at B3
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of InterDent
Service Corporation and kept the outlook at stable.

Moody's affirmed these ratings:

   -- $80 million 10.75% sr. secured notes due 2011, rated B3,
      LGD3, 46%

   -- B3 Corporate Family Rating, and

   -- B3 Probability of Default Rating

The outlook is stable.

The B3 Corporate Family Rating primarily reflects these factors:

   * high financial leverage with minimal expected debt reduction
     over the intermediate period

   * minimal free cash flow to debt

   * risks associated with its corporate structure and strategy

The stable outlook anticipates that the company will continue to
control operating expenses, leverage fixed costs, and grow
revenues and EBITDA by opening new offices and increasing patient
volume at existing centers through branding, marketing and
advertising initiatives.

InterDent provides practice management services to multi-specialty
group dental practices in the U.S. The practices offer
orthodontics, periodontics, endodontics, pediatric dentistry,
prosthodontics and oral surgery as well as general dentistry.  The
company does not engage in the practice of dentistry but works
with affiliated dental practices to jointly provide dental
services to their patients.


ITRON INC: Moody's Review Ratings and May Downgrade
---------------------------------------------------
Moody's Investors Service placed all ratings of Itron Inc under
review for possible downgrade following the company's report that
it was acquiring Actaris Metering Systems, a leading European
manufacturer of electric, gas and water meters, for approximately
$1.6 billion, including the retirement of approximately
EUR445 million of Actaris' debt.

The action is predicated on Moody's expectation that the
transaction will result in a significant increase in leverage at
closing, with approximately $1.1 billion incremental debt and
proforma debt/EBITDA on a reported basis rising to 5.75x from
4.07x at Dec. 31, 2006.  Moody's notes that the acquisition will
be also funded with the net proceeds of a $235 million private
placement of equity and cash on hand, which was substantial at
Dec. 31, 2006 following the issuance of $345 million convertible
subordinated notes in August 2006.

During its review, Moody's will look into the financial
implications of the transaction, focusing on the cash flow profile
of the combined entity, the assumed amount of debt-like
obligations such as pension deficit and capitalized operating
leases, as well as the pace at which Itron is expected to
de-lever.  The rating agency will also consider the potential
synergies and integration risks associated with a transaction of
this magnitude.  To define the scope of the downgrade within the B
rating category, Moody's will weigh the positive factors of the
transaction, primarily broader scale and diversity, and determine
to what extent they bring more stability to cash flows and
mitigate the significant deterioration of the credit metrics at
closing.  Moody's cautions that Itron has been historically
exposed to utility spending cycles and partially reliant on large
project-based orders for the marketing of its AMR technology.

These ratings have been placed under review for possible
downgrade:

   -- Ba3 Corporate Family Rating
   -- Ba3 Probability of Default Rating
   -- Baa3 Senior Secured Revolver due 2009
   -- Ba1 Subordinated Notes due 2012

Itron is a leading provider of electricity meters, meter data
collection systems and meter data management software solutions in
North America.  The company reported total revenues of
$644 million in 2006.


LAZY DAYS': Modest Performance Prompts S&P's Negative Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed Lazy Days' R.V Center, Inc.
ratings, but revised the rating outlook to negative after modest
operating performance and a corresponding deterioration in credit
metrics.

"The negative outlook reflects the company's softening credit
metrics and continuing operating difficulties driven principally
by a slowdown in customer traffic (Class A unit sales decreased by
more than 10% through September 2006), uncertainty in
discretionary consumer spending and the burden of higher interest
costs" said Kevin Cassidy, Vice President/Senior Analyst at
Moody's.

The company's ratings reflect its strong presence in the
competitive recreational vehicle retail environment with a market
share of 3x the size of its nearest competitor.  The ratings are
also supported by the company's exclusive multi-year distribution
agreement with RV OEMs and its diversified business model with
revenue generated from new and used RV sales as well as from its
finance & insurance business and parts & service business.  Lazy
Days' ratings are constrained by its relatively high debt levels
and moderating operating performance and modest credit metrics for
its rating category.

Affirmed:

   * Corporate family rating at B2
   * Probability of default rating at B2
   * $144 Million Senior Unsecured Notes at B3, LGD4, 68%

Headquartered near Tampa, Florida, Lazy Days is the largest single
site R.V. retailer in the world.  Its products include new and
pre-owned Class A and Class C motor homes, conventional travel
trailers and fifth-wheel travel trailers.  Revenues approximated
$770 million for the LTM September 2006.


LEVI STRAUSS: Secures New $325 Million Senior Unsecured Term Loan
-----------------------------------------------------------------
Levi Strauss & Co. has entered into a binding commitment with Banc
of America Securities LLC and Goldman Sachs Credit Partners L.P.,
as joint lead arrangers and joint book managers, with respect to a
new seven-year $325 million senior unsecured term loan facility.
The company expects, subject to certain conditions, to enter into
a definitive term loan agreement with the joint lead arrangers,
their affiliates and other potential lenders by mid-March.

The company intends to use the gross proceeds from the new term
loan, plus cash on hand of approximately $69 million, to redeem in
full its outstanding $380 million floating rate notes due 2012 and
to pay related redemption premiums, transaction fees and expenses.

Pursuant to the terms of the indenture relating to the floating
rate notes, the floating rate notes become redeemable on April 1,
2007 at a price of 102% of par.  The company intends to issue the
redemption notice in the near future and to redeem the floating
rate notes shortly after the notes become redeemable.

Founded in 1853 by Bavarian immigrant Levi Strauss, Levi Strauss &
Co. -- http://www.levistrauss.com/-- is one of the world's
largest brand-name apparel marketers with sales in more than 110
countries.  The company market-leading apparel products are sold
under the Levi's(R), Dockers(R) and Levi Strauss Signature(R)
brands.

Levi Strauss & Co. is privately held by descendants of the family
of Levi Strauss.  Shares of company stock are not publicly traded.
Shares of Levi Strauss Japan K.K., the company's Japanese
affiliate, are publicly traded in Japan.

The company employs a staff of approximately 10,000 worldwide,
including approximately 1,010 at the company's San Francisco,
California headquarters.


LEVI STRAUSS: Moody's Rates Proposed $325 Mil. Senior Loan at B2
----------------------------------------------------------------
Moody's Investors Service upgraded its corporate family and
probability of default ratings for Levi Strauss & Co. to B1 from
B2.  The rating outlook is stable.

At the same time Moody's also assigned a B2 rating to the
company's proposed $325 million senior unsecured term loan, which
reflects the B1 probability of default rating and the loss given
default assessment of LGD4, 62%.  Proceeds from the new financing
and cash on hand are expected to be used to retire the outstanding
floating rate notes due 2012, and upon repayment Moody's would
expect to withdraw the ratings on these notes.  The ratings for
other rated senior unsecured debts were also upgraded to B2 from
B3.

"The upgrade reflects revenue and operating margin stability as
well as improved free cash flow generation, which enabled the
company to repay approximately $145 million of debt in 2006",
commented Moody's Vice President Scott Tuhy.

The upgrade also reflects improving operational and systems
controls which are expected to be enhanced by the rollout of SAP
across the franchise in the near term.  The stable outlook
reflects Moody's expectations that the company's financial metrics
will remain at appropriate levels for the B1 rating category.

Assigned:

   * $325 million Senior Unsecured Term Loan due 2014, B2, LGD4,
     62%

Upgraded:

   * Corporate Family Rating and Probability of Default Ratings:
     to B1 from B2

   * Various Senior Unsecured Notes: to B2 from B3

San Francisco, California-based Levi Strauss & Co markets apparel
products in more than 110 countries primarily under the "Levi's",
"Dockers" and "Levi Strauss Signature" brands.  The company had
global net revenues of approximately $4.2 billion in its fiscal
year ending Nov. 26, 2006.


MED GEN: December 31 Balance Sheet Upside-Down by $7.6 Million
--------------------------------------------------------------
Med Gen Inc. reported a $1,151,265 net loss on $181,753 of net
sales for the first quarter ended Dec. 31, 2006, compared with a
$779,899 net loss on $100,148 of net sales for the same period
ended Dec. 31, 2005.

The increase in sales is attributable principally to a one time
consulting fee of $125,000.

Gross profit for the first quarter was $131,046 versus $71,998 for
the year ago quarter, an increase of 45.06%.

Operating expenses increased to $854,457 from $760,922.

Interest expense decreased from $144,580 in the year ago quarter
to $85,390 for this quarter.  The company secured a six month
interest waiver from its debenture holders and issued them
30,000,000 warrants in lieu of interest payments to conserve cash.

At Dec. 31, 2006, the company's balance sheet showed $1,345,512 in
total assets, $1,894,746 in total liabilities, $6,628,624 in
derivative financial instruments, $299,870 in convertible
debentures, $200,000 in redeemable common shares, resulting in a
$7,677,728 total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $948,000 in total current assets available to pay
$1,894,746 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?1a86

                        Going Concern Doubt

Stark Winter Schenkein & Co. LLC, in Denver, Colorado, expressed
substantial doubt about Med Gen Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the fiscal year ended Sept. 30, 2006.  The auditing firm
pointed to the company's significant losses from operations and
working capital and stockholder deficiencies.

                           About Med Gen

Med Gen Inc. (OTC BB: MGEN.OB)-- http://www.medgen.com/--  
manufactures and markets liquid spray snoring relief formulas,
Snorenz(R) and Good Night's Sleep(R).


MESABA AVIATION: Court Approves Amended Disclosure Statement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved an Amended Disclosure Statement explaining Mesaba
Aviation, Inc.'s Modified Plan of Reorganization on February 28,
2007.

Mesaba's Amended Disclosure Statement and Modified Plan were
filed on February 27, 2007.

Judge Kishel holds that the Amended Disclosure Statement contains
adequate information that is sufficient to enable a hypothetical
investor typical of the holders of claims or interests in the
Chapter 11 case to make an informed judgment about the Plan.

The Court sets April 9, 2007, at 1:30 p.m., as the hearing date
to consider confirmation of the Modified Plan.  Parties have
until April 2, to file objections to Plan confirmation.

Judge Kishel says the Confirmation Hearing may be continued from
time to time by announcing the continuance in open court without
further notice to parties-in-interest, and the Plan may be
modified, if necessary, before, during, or as a result of the
Confirmation Hearing in accordance with the terms of the Plan,
without further notice to interested parties.

Prior to the filing of the Amended Disclosure Statement and
Modified Plan, Fairbrook Leasing, Inc., Lambert Leasing, Inc.,
and Swedish Aircraft Holdings AB, asked the Court to deny
approval of Mesaba's Disclosure Statement arguing that it lacks
adequate information.

                          Modified Plan

The Modified Plan discloses that on February 1, 2007, after a
competitive bidding process conducted by Imperial Capital LLC --
the Official Committee of Unsecured Creditors' financial advisor
-- Judge Kishel approved the conditional sale of the Mesaba
Allowed Claim for $124,881,250, which is 86.125% of the face
amount of the Claim.

The Mesaba Allowed Claim refers to Mesaba's $145,000,000 claim
against Northwest Airlines, Inc.

The sale is conditioned on the final allowance of the Claim in
Northwest's bankruptcy case, which in turn is conditioned on
confirmation of Mesaba's Plan and the closing of the sale
transaction under the Stock Purchase Agreement.  The proceeds of
the sale will be transferred to the Trust established under the
Plan for distribution to holders of certain allowed claims and
equity interests.

According to John G. Spanjers, Mesaba's president and chief
operating officer, based on (a) the price obtained for the Mesaba
Allowed Claim, and (b) Mesaba's estimate of the amount of Secured
and Unsecured Claims to be allowed in Mesaba's Chapter 11 case,
the Debtor expects that all creditors will be paid 100% of the
allowed amount of their claims plus interest as provided in the
Plan.

Moreover, Mr. Spanjers says, distribution to Creditors will occur
substantially sooner than it would if the Mesaba Allowed Claim
were to be litigated to its conclusion in the Northwest
Bankruptcy Court, which is the option to the Plan faced by
Mesaba.

Under the Plan, subject to certain limitations, the Reorganized
Debtor will be responsible for the payment of accrued trade
payables, employee compensation and benefits, certain taxes and
other obligations incurred in the ordinary course of Mesaba's
business since the Petition Date, which have accrued but are not
yet payable as of the effective date of the Plan.

                       Treatment of Claims

The Modified Plan provides that the Trust will be responsible for
payments to holders of Unsecured Priority Tax Claims and Allowed
Claims and Equity Interests in Classes 1 to 4, and a portion of
Administrative Claims not satisfied by the Reorganized Debtor or
Northwest, with the remainder of the Trust Assets, if any, to be
paid to the holder of the Allowed Class 5 Equity Interest.

Any Priority Unsecured Tax Claim set forth on the Priority
Unsecured Tax Claim Schedule that is ultimately Allowed will be
paid in full by the Trust from the Priority/Secured Claim Reserve
within 10 days from the Allowance Date in accordance with the
Trust Agreement.  Any Claim that is not listed on the Priority
Unsecured Tax Claim Schedule will not constitute a Priority
Unsecured Tax Claim.

A full-text copy of the Priority Unsecured Tax Claim Schedule is
available for free at http://ResearchArchives.com/t/s?1a9d

On or before the Plan Effective Date, all the Debtor's
outstanding obligations to the DIP Lender pursuant to the DIP
Financing Order will be fully and finally satisfied in accordance
with their terms using the Debtor's Cash -- other than the
Letters of Credit and the Pledged Accounts securing the Letters
of Credit.

Each holder of an Allowed Priority Claim will be paid by the
Trust from the Priority Secured Claim Reserve within 10 days
after the Allowance Date.

Class 2 consists of only those Secured Tax Claims set forth on
the Secured Tax Claim Schedule.  Any Claim not listed on a
Secured Tax Claim Schedule will not constitute a Secured Tax
Claim.

A full-text copy of the Secured Tax Claim Schedule is available
for free at http://ResearchArchives.com/t/s?1a9e

Allowed Secured Tax Claims will be satisfied in full at the
election of the Liquidating Trustee through pursuant to this
procedure:

    (i) Any Allowed Secured Tax Claim may be satisfied in full by
        the payment of Cash from the Trust Assets to the holder
        of the Claim in the amount of its Allowed Secured Tax
        Claim.  Claims satisfied with Cash will be paid within 10
        days from the Allowance Date of the Claims;

   (ii) The Liquidating Trustee may sell for Cash any Trust Asset
        serving as collateral for the Allowed Secured Tax Claim.
        Claims satisfied through the sale of collateral will be
        paid within 10 days from the Allowance Date or as soon as
        practicable.  Any sale proceeds remaining after full
        satisfaction of the Allowed Secured Tax Claim will remain
        a Trust Asset and will be free and clear of all interests,
        Liens, claims, and encumbrances previously asserted by
        the holder of the Allowed Secured Tax Claim;

  (iii) The Liquidating Trustee may satisfy any Allowed Secured
        Tax Claim by transferring and conveying any Trust Asset,
        including Cash Collateral, serving as collateral for the
        Claim to the holder of the Allowed Secured Tax Claim to
        the extent of such Claim.  Claims satisfied through the
        transfer of collateral to the holder of an Allowed Secured
        Tax Claim will be paid within 10 days from the Allowance
        Date or as soon as practicable.  Any collateral remaining
        after satisfaction of the Allowed Secured Tax Claim will
        remain a Trust Asset and will be free and clear of any
        interests, Liens, claims, and encumbrances previously
        asserted by the holder of the Allowed Secured Tax Claim;
        and

   (iv) Any Allowed Secured Tax Claim may be satisfied by an
        agreement between the holder of the Claim and the
        Liquidating Trustee.  The treatment set forth in any
        agreement will supersede the provisions the Plan, except
        that payment of the Claim must be made from Trust Assets.

Class 3 consists of only those Miscellaneous Secured Claims set
forth on the Miscellaneous Secured Claim Schedule.  Any Claim not
listed on the Miscellaneous Secured Claim Schedule will not
constitute a Miscellaneous Secured Claim.

Each Allowed Miscellaneous Secured Claim will be satisfied in
full pursuant through either (i) cash payment, (ii) sale of
collateral, (iii) transfer of collateral, or (iv) other
agreements.

Claims satisfied with Cash will be paid within 10 days from the
Allowance Date of the Claims.

Any sale proceeds generated by the sale of Trust Assets serving
as collateral for the Allowed Miscellaneous Secured Claim will be
paid by the Liquidating Trustee to the holder of the Claim in
satisfaction of that Claim within 10 days from the Allowance Date
or as soon as practicable.  Net sale proceeds remaining after
satisfaction of the Allowed Miscellaneous Secured Claim will
remain a Trust Asset and will be free and clear of all interests,
Liens, claims and encumbrances previously asserted by the holder
of the Allowed Miscellaneous Secured Claim.

Claims satisfied through the transfer of collateral to the holder
of an Allowed Miscellaneous Secured Claim will be paid within 10
days from the Allowance Date or as soon thereafter as
practicable.  Any collateral remaining after satisfaction of the
Allowed Miscellaneous Secured Claim will remain a Trust Asset,
and will be free and clear of any interests, Liens, claims, and
encumbrances previously asserted by the holder of the Allowed
Miscellaneous Secured Claim.  Any Cash Collateral arising from or
related to a security deposit posted by the Debtor will be
transferred to the Reorganized Debtor free and clear of all the
Liens, claims, interests and encumbrances.

The treatment set forth in any agreement between the holder of
the Claim and the Liquidating Trustee will supersede the
provisions of the Plan, except that payment of the Claim must be
made from Trust Assets.

The treatment election for each Miscellaneous Secured Claim is
identified on the Miscellaneous Secured Claim Schedule.

A full-text copy of the Miscellaneous Secured Claim Schedule is
available for free at http://ResearchArchives.com/t/s?1a9f

                        Letters of Credit

Mesaba will not cause Letters of Credit serving as collateral for
Allowed Miscellaneous Secured Claims to be drawn upon to satisfy
the Allowed Miscellaneous Secured Claims, and each Letter of
Credit will remain in place after the Plan Effective Date for the
benefit of the Reorganized Debtor and the holders of those
Allowed Miscellaneous Secured Claims pursuant to the existing
terms and conditions of the Letters of Credit.

The legal, equitable, and contractual rights of the parties under
each Letter of Credit will remain unaltered after the Plan
Effective Date.  The Letter of Credit issued in favor of the
Metropolitan Airport Commission for $848,000 will be drawn down
and applied to any Allowed Miscellaneous Secured Claim held by
the Metropolitan Airport Commission to the extent of the Allowed
Claim.

                Contractual Default Rate Bar Date

Any party that disagrees with the Liquidating Trustee's
determination on the applicability of a contractual default rate
must file an application seeking interest at a Contractual
Default Rate before the Court within 30 days of notice of the
determination, or be deemed to have waived any right to interest
at a rate other than the Unsecured Interest Rate.

      The Trust, Liquidating Trustee & Oversight Committee

The Modified Plan provides that the liquidation and distribution
of the Trust Assets will be accomplished through operation of the
Trust, which will be established at the Closing.  The general
purpose of the Trust is to provide a mechanism for the
liquidation of the Trust Assets and the satisfaction of Allowed
Claims and Allowed Equity Interests, and to distribute the
proceeds of the liquidation, net of all Claims, expenses,
charges, liabilities, and obligations of the Trust, to the
holders of Beneficial Interests and holders of certain Allowed
Claims in accordance with the terms of the Plan.

Except as otherwise provided, all of the Trust Assets will be
transferred and conveyed to the Trust.  The Trust will not
conduct or engage in any trade or business activities, other than
those associated with or related to the liquidation of the Trust
Assets and the distributions to the Beneficiaries.

The Trust will terminate on the earlier of:

    (i) the date that is five years after the date the Trust is
        created;

   (ii) payment in full of all Class 4 Allowed General Unsecured
        Claims, including applicable interest, and the completion
        of any distributions to Class 5 Equity Interests; or

  (iii) the distribution of all Trust Assets.

The purposes of the Trust include:

    (a) marshaling, liquidating, and distributing the Trust Assets
        in an expeditious and orderly manner;

    (b) performing the functions and taking the actions provided
        for or permitted by the Trust Agreement and in any other
        agreement executed by the Liquidating Trustee pursuant to
        the Plan;

    (c) prosecuting, settling, or otherwise resolving the
        Avoidance Actions and any other causes of action
        transferred and assigned to the Trust under the Plan and
        to distribute the proceeds of any recoveries in accordance
        with the terms of the Plan and the Trust Agreement; and

    (d) reconciling, objecting to, prosecuting, or settling all
        Claims and other causes of action against the Debtor to
        determine the appropriate amount of distributions to be
        made to the Beneficiaries and other claimants under the
        Trust Agreement.

The Trust will be managed by the Liquidating Trustee, subject to
the terms and conditions of the Trust Agreement.  Legal title to
all Trust Assets will be vested in the Liquidating Trustee,
except as otherwise provided for in the Trust Agreement.  The
Liquidating Trustee will have control and authority over the
Trust Assets, including all Avoidance Actions and any other
causes of action transferred to the Trust under the Plan, over
the management and disposition of the Trust, and over the
management of the Trust to the same extent as if the Liquidating
Trustee were the sole owner thereof in his own right.  The
Liquidating Trustee will exercise its judgment for the benefit of
the Beneficiaries in order to maximize the value of
Distributions.

                      Beneficial Interests

The interest of each holder of a Class 4 Unsecured Claim or
Class 5 Equity Interest will be evidenced by a Beneficial
Interest issued by the Trust.  The Beneficial Interests will be
"uncertificated," but will be represented by appropriate book
entries in the Trust Register.  The Liquidating Trustee may deem
and treat the Beneficiary of record as the absolute owner of a
Beneficial Interest for the purpose of receiving Distributions
and for all other purposes whatsoever.

The Trust will allocate, as of the Effective Date, to each holder
of a Class 4 General Unsecured Claim, a Class 4 Beneficial
Interest in the Trust equal to the ratio that the amount of the
holder's Class 4 General Unsecured Claim bears to the total
amount of all Class 4 General Unsecured Claims.  The allocation
of Class 4 Beneficial Interests will be made as if all Disputed
Claims were Allowed Claims as of the Effective Date.  The Trust
will allocate, as of the Effective Date, the Class 5 Beneficial
Interest to MAIR Holdings, Inc.

The allocation of any Beneficial Interest on account of a
Disputed Claim, will be reserved on the Trust Register maintained
by the Registrar and will become a Reserved Beneficial Interest.
Any Claim filed, in whole or in part, in an unknown or
undetermined amount may be estimated by the Liquidating Trustee,
subject to approval by the Court, and the Claim as estimated will
be deemed a Disputed Claim until otherwise allowed.  To the
extent all or a portion of a Disputed Claim is ultimately
disallowed, the Trust will reallocate among the remaining
Beneficial Interests, the Reserved Beneficial Interest relating
to the portion of the Disputed Claim that was disallowed.

To the extent all or a portion of a Disputed Claim ultimately
becomes an Allowed Claim, the Reserved Beneficial Interest
relating to the portion of the Disputed Claim that was allowed,
will be removed from the Trust Reserve.

                  Distributions to Beneficiaries

Subject to establishing the Reserves required under the Plan and
the terms and conditions of the Trust Agreement, the Liquidating
Trustee will have authority to make Distributions at least
quarterly, and at that time or times, the Liquidating Trustee
believes there is sufficient Available Cash to warrant a
Distribution.  The Trust will not retain Trust Cash in excess of
what is reasonably necessary to fund the Trust Reserves.
Distributions will be applied first to the principal amount of a
Beneficiary's Allowed Claim and then to accrued and unpaid
interest.

The Oversight Committee members appointed by the Creditors
Committee will assume a fiduciary duty to the holders of the
Class 4 Beneficial Interests, and the member appointed by MAIR
will assume a fiduciary duty to the holder of the Class 5
Beneficial Interest.

The amount of the Administrative Expense Reserve will be funded
(a) from Debtor's Cash, other than the Letters of Credit and the
Pledged Accounts securing the Letters of Credit, and (b) to the
extent Debtor's Cash is insufficient, by Northwest; provided that
the maximum amount to be funded by Northwest will be $10,000,000.

                             Releases

On the Effective Date, Mesaba will be deemed to have released:

    (a) its current and former directors and officers from any
        claims or causes of action it may have against them
        arising before the Plan Effective Date, unless the claims
        or causes of action arise out of acts or omissions by the
        parties constituting willful misconduct or gross
        negligence; and

    (b) the Unions and each of the Union's current or former
        members and officers from any claims or causes of action
        Mesaba may have against those parties arising before the
        Effective Date, unless the claims or causes of action
        arise out of acts or omissions by the parties constituting
        willful misconduct or gross negligence.

The Unions are:

    * the Air Line Pilots Association, International;

    * the Mesaba Airlines Master Executive Council of the Air Line
      Pilots Association, International;

    * the Association of Flight Attendants Association,
      International;

    * the Mesaba Airlines Master Executive Council of the
      Association of Flight Attendants Association, International;

    * the Transport Workers Union;

    * the Mesaba Airlines Master Executive Council of the TWU;

    * the Aircraft Mechanics Fraternal Association; and

    * the National Executive Council of the Aircraft Mechanics
      Fraternal Association

                           Exculpation

Nothing in the Plan will impair, affect or constitute a waiver,
release or exculpation of any claims or controversies between and
among MAIR and the Unions, or arising out of or related to that
civil action pending in the U.S. District Court for the Southern
District of Texas, Houston Division.

                    Establishment of Two Funds

According to the Modified Plan, the Trust will consist of two
funds:

    -- a Known Payment Fund, and
    -- a Disputed Ownership Fund.

The Known Payment Fund will be operated in accordance with the
guidelines set forth in both the Plan and the Trust Agreement,
and is intended to be treated as a "grantor trust" under the Tax
Code for federal tax purposes.  The Disputed Ownership Fund will
elect to be treated as a "C corporation" pursuant to Treasury
Regulation for federal tax purposes.  All Trust Assets will be
transferred to the Disputed Ownership Fund on or about the Plan
Effective Date and cannot be certainly allocated to any known
Creditor.

The Disputed Ownership Fund will be deemed to have purchased all
of the Trust Assets transferred to it at their fair market value,
and will have a tax basis in the Trust Assets equal to the fair
market value.  No Beneficiary will be deemed to have received any
consideration in the Disputed Ownership Fund unless and until
Trust Assets in the Disputed Ownership Fund are transferred to
the Known Payment Fund for the benefit of a known Beneficiary.

The tax basis of Trust Assets transferred to the Disputed
Ownership Fund will be the fair market value of the Trust Assets
on the date received by the Disputed Ownership Fund.  As a C
corporation for federal income tax purposes, the Disputed
Ownership Fund will pay tax on any income or gain recognized by
the Disputed Ownership Fund.

In addition, any transfer of Trust Assets from the Disputed
Ownership Fund to the Known Payment Fund for the benefit of a
Beneficiary will be treated as if the Disputed Ownership Fund
sold the Trust Assets for their fair market value to the
Beneficiary and the Disputed Ownership Fund will pay tax on any
gain recognized.  With respect to any Avoidance Action recovery
by the Disputed Ownership Fund, the amount of gain or loss will
equal the difference between the fair market value of the
Avoidance Action when transferred to the Disputed Ownership Fund
and the amount actually received by the Disputed Ownership Fund
in connection with the Avoidance Action.

Due to limitations on the deductibility of capital losses, the
Disputed Ownership Fund may not be able to use losses resulting
from Avoidance Action recoveries held by it.  The transfer of
Trust Assets from the Disputed Ownership Fund to the Known
Payment Fund will be treated as though the Disputed Ownership
Fund made the transfer directly to a Beneficiary followed
immediately by the Beneficiary's contribution of those Trust
Assets to the Known Payment Fund.  Hence, the Trust Assets
transferred from the Disputed Ownership Fund to the Known Payment
Fund will be treated as transfers to a Beneficiary, even if the
Known Payment Fund has not distributed those Trust Assets to the
Beneficiary.

The deemed transfer of Trust Assets by a Beneficiary into the
Known Payment Fund should not be a taxable event.  The
distribution of Trust Assets from the Known Payment Fund to a
Beneficiary should also not be a taxable event.  Grantor trusts,
like the Known Payment Fund, are generally ignored for federal
income tax purposes.  Accordingly, the grantors, in this case,
the Beneficiaries, of a grantor trust are treated as directly
owning their shares of the assets of the trust and are required
to include in their taxable income their proportionate share of
the trust's gains, losses, income, deductions and credits.

Each holder of an Allowed Claim will be required to report on its
federal income tax returns its proportionate share of the Known
Payment Fund's income, gain, losses, deductions and credits each
taxable year, the actual Trust Cash distribution by the Known
Payment Fund to each holder of Trust Cash attributable to the
Known Payment Fund's income or gain should not be a taxable
event.

                       Liquidation Analysis

The Liquidation Analysis under the Modified Plan assumes that the
Mesaba Allowed Claim is not liquidated at this time, but instead
is litigated in Northwest's Bankruptcy Case.  The analysis
further assumes that Mesaba is unable to retain the Saab flying
currently performed for Northwest.  Hence, Mesaba's operations
are assumed to cease and its remaining assets liquidated.  Solely
for the purposes of the Plan, the Debtor estimates that the
present value of its assets available for distribution to
creditors and equity holders, after the payment of administrative
expenses, would be approximately $85,000,000 to $97,500,000.
Mesaba further estimates that the principal amount of Claims,
which will be ultimately allowed in its bankruptcy case, totals
approximately $79,000,000.  Thus, $6,000,000 to $18,500,000 is
projected to be available to pay interest on Claims with the
balance paid to MAIR in this scenario.

                        Valuation Analysis

The Modified Plan further provides that as a stand alone going
concern, holders of Equity Interests also may receive less than
they will receive under the Plan.  This possible scenario is
characterized by the uncertainty and delay relating to recovery
on the Mesaba Allowed Claim reflected in the Liquidation
Analysis.

The $125,700,000 to $136,400,000 valuation is Mesaba's enterprise
value and does not take into account any debt that Mesaba may
have, the amounts owing under the DIP Facility, and any
postpetition trade payables and accruals.  In comparison, under
the Modified Plan, the Mesaba Allowed Claim will be likely
allowed by the Northwest Bankruptcy Court in the near future.
Based on the already approved Forward Contract, that claim has a
value to Mesaba's estate of approximately $125,000,000, which is
not burdened by the litigation risk associated with the
liquidation of the Debtor or its possible reorganization based on
continued operation of its fleet of 49 Saab aircraft.

                 Creditors Should Accept the Plan

Mesaba and the Creditors Committee endorse the Modified Plan
without reservation and ask that each Creditor cast its ballot in
favor of confirmation of the Plan.

A final copy of Mesaba's Modified Plan delivered to the Court on
February 28, 2007, is available at no charge at:

             http://ResearchArchives.com/t/s?1aa0

A final copy of Mesaba's Amended Disclosure Statement delivered
to the Court on February 28, 2007, is available at no charge at:

             http://ResearchArchives.com/t/s?1aa1

                    About Mesaba Aviation

Headquartered in Eagan, Minn., Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  The Debtor filed its
Plan of Reorganization on Jan. 22, 2007.  It filed its Disclosure
Statement two days later on Jan. 24, 2007.  The hearing to
consider the adequacy of the Debtor's Disclosure Statement has
been set for Feb. 27, 2007.  The Debtor's exclusive period to file
a chapter 11 plan expired on Feb. 12, 2007.  (Mesaba Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MIRACLES OF PRAYER: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Miracles of Prayer Non-Denominational Tabernacle, Inc.
        P.O. Box 215
        Grove Hill, AL 36451

Bankruptcy Case No.: 07-10545

Type of Business: The Debtor is a religious organization.
                  The Debtor filed for chapter 11 protection on
                  February 21, 2001 (Bankr. S.D. Ala. Case No. 01-
                  10666).

Chapter 11 Petition Date: February 28, 2007

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: C. Michael Smith, Esq.
                  Paul & Smith, P.C.
                  150 South Dearborn St.
                  Mobile, AL 36602-1606
                  Tel: (251) 433-0588
                  Fax: (251) 433-0594

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Clarke County Revenue            Property Tax            $3,700
Commissioner
P.O. Box 9
Grove Hill, AL 36451

Cross Country Heating & Air      Services                  $800
9532 Highway 56
Chatom, AL 36518


MORGAN STANLEY: Moody's Rates $9 Mil. Class Q Certificates at B3
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Morgan Stanley Capital I Trust Commercial
Mortgage Pass-Through Certificates, Series 2007-HQ11, a fixed rate
commercial real estate loan securitization.  The provisional
ratings issued on Feb. 14, 2007 have been replaced with definitive
ratings:

   -- Class A-1, $44,400,000, rated Aaa
   -- Class A-1A, $355,879,000, rated Aaa
   -- Class A-2, $196,200,000, rated Aaa
   -- Class A-3-1, $306,000,000, rated Aaa
   -- Class A-3-2, $50,000,000, rated Aaa
   -- Class A-AB, $59,300,000, rated Aaa
   -- Class A-4, $500,573,000, rated Aaa
   -- Class A-4FL, $180,000,000, rated Aaa
   -- Class A-M, $161,765,000, rated Aaa
   -- Class A-MFL, $80,000,000, rated Aaa
   -- Class A-J, $190,389,000, rated Aaa
   -- Class X, $2,417,646,574*, rated Aaa
   -- Class B, $18,133,000, rated Aa1
   -- Class C, $36,264,000, rated Aa2
   -- Class D, $24,177,000, rated Aa3
   -- Class E, $12,088,000, rated A1
   -- Class F, $21,155,000, rated A2
   -- Class G, $24,176,000, rated A3
   -- Class H, $27,199,000, rated Baa1
   -- Class J, $24,176,000, rated Baa2
   -- Class K, $33,243,000, rated Baa3
   -- Class L, $9,066,000, rated Ba1
   -- Class M, $6,004,000, rated Ba2
   -- Class N, $9,066,000, rated Ba3
   -- Class O, $3,022,000, rated B1
   -- Class P, $9,066,000, rated B2
   -- Class Q, $9,067,000, rated B3
   -- Class S, $27,198,574, rated NR

*Approximate notional amount


MOTHERS WORK: Moody's Lifts Corporate Family Rating to B2 from B3
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Mothers Work, Inc. to B2 from B3 and its probability of default
rating to B2 from B3.  The rating outlook is stable.  The upgrade
is a result of the company's sustained improvement in operating
performance combined with a sizable debt reduction which has led
to a solid improvement in credit metrics.

In addition, Moody's assigned a B2 rating to Mothers Work's new
proposed senior secured Term Loan B.  The proceeds from the
proposed $90 million Term Loan B would be used to redeem its
existing 11.25% Senior Notes.

The improvements in credit metrics were driven by a recovery in
its operating margin to 5.6% for the LTM period ended
Dec. 31, 2006, from 2.5% for the fiscal year ended Sept. 30, 2005.
Operating margins increased primarily due to a successful
refinement of the company's merchandising strategy driving
modestly positive comparable store sales, the success of the
leased departments and licensing arrangements with Sears and
Kohl's, as well as the implementation of its real estate
repositioning strategy by consolidating a number of its stores
operating under different brand names into the multi brand
Destination Maternity format.

In addition, the company repaid approximately $35 million in debt
since August 2006.  The improvement in operating margin and debt
reduction has resulted in Debt/EBITDA falling to 5.7x for the LTM
period ended Dec. 31, 2006 from 7.0x for the FYE Sep. 30, 2005,
and EBITA to interest expense improving to 1.4x from 1.0x over the
same period.

Assigned:

   -- $90 million senior secured term loan B of B2, LGD4, 52%.

Upgraded:

   -- Corporate family rating to B2 from B3;

   -- Probability of default rating to B2 from B3; and

   -- $90 Million 11.25% Senior Notes to B3, LGD4, 67% from Caa1,
      LGD4, 64%.

The ratings on the $90 million of 11.25% senior notes will be
withdrawn upon their successful redemption.

The B2 corporate family rating is indicative of the company's very
small scale with top line revenues for the fiscal year ended
Sept. 30, 2006, of $603 million, its low operating margins with
profitability that is well below its peer group, and its high
seasonality with most of its cash flow from operations being
generated during the fiscal third quarter.

In addition, the company's B2 rating is supported by the company's
predominantly B rating level credit metrics, notably its fairly
high leverage with Debt/EBITDA of 5.7x, weak FCF/Debt of 2.5%, and
its low interest coverage with EBITA to interest expense of
1.4x for the LTM period ending Dec. 31, 2006.  Offsetting these
high yield characteristics are several investment grade
characteristics -- including its leading position in the maternity
apparel sub-sector of retail and its national geographic footprint
with locations in 50 states.

Mothers Work Inc., with headquarters in Philadelphia,
Pennsylvania, is the largest independent retailer of maternity
apparel in the United States.  The company operates 1,582 retail
locations, including 798 stores in 50 states, Puerto Rico and
Canada under the Motherhood Maternity, Mimi Maternity, A Pea in
the Pod and Destination Maternity trade names, in addition to its
brand-specific internet web stores.  Revenues for the fiscal year
ended Sept. 30, 2006 were $603 million.


NOVASTAR FINANCIAL: Unit Closes $1.9 Billion Securitization
-----------------------------------------------------------
NovaStar Financial, Inc., disclosed that its subsidiary, NovaStar
Mortgage, Inc., securitized $1.9 billion of non-conforming
mortgage assets.  The transaction will be treated as a financing
for GAAP reporting purposes and as a sale for tax purposes.  The
assets and accompanying debt will remain on the balance sheet of
NovaStar Financial's taxable REIT subsidiary.

Lead managers Deutsche Bank Securities, RBS Greenwich Capital and
Wachovia Securities underwrote NovaStar Mortgage Funding Trust,
Series 2007-1, which closed Feb. 28, 2007.  The transaction was
structured into 17 rated classes of certificates with a face value
of $1,845,384,000.

NovaStar will initially retain the M-6 through M-11 certificates,
which represent $106.7 million in principal.  The M-10 and M-11
certificates were not covered by the prospectus.  Ratings for the
certificates retained by NovaStar are:

                     Class     S&P / Moody's
                     -----     -------------
                     M-6       A- / A3
                     M-7       BBB+ / Baa1
                     M-8       BBB / Baa2
                     M-9       BBB- / Baa3
                     M-10      BB+ / Ba1
                     M-11      BB / Ba2

NovaStar also retained the class C certificates.  Class C has a
notional amount of $1,888,775,707, entitles NovaStar to excess
interest and prepayment penalty fee cash flow from the underlying
loan collateral and serves as overcollateralization.  Other than
prepayment penalty fee cash flow, Class C is subordinated to the
other classes.

                     About NovaStar Financial

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty
finance company that originates, purchases, invests in and
services residential nonprime loans.  The company specializes in
single-family mortgages, involving borrowers whose loan size,
credit details or other circumstances fall outside conventional
mortgage agency guidelines.  A Real Estate Investment Trust
founded in 1996, NovaStar has lending operations nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 26, 2007,
NovaStar Financial Inc. responded in a regulatory filing with the
Securities and Exchange Commission to misstatements in the media
regarding the company's expectations for taxable income in the
future.  Some reports, the company said, erroneously stated
that the company does not expect to be profitable in the period of
2007 to 2011.


OCEANIA CRUISE: Refinancing Risk Prompts Moody's Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed Oceania Cruise Holdings B2
corporate family rating, and changed the rating outlook of Oceania
and related entities to negative.  Oceania reported it has entered
into a strategic partnership with Apollo Management L.P. in a
transaction valued at approximately $850 million, including the
assumption of debt.  The transaction will likely trigger the
change of control in the bank agreement requiring Oceania to
refinance its existing bank facilities.

The negative outlook reflects refinancing risk, as well as,
uncertainties regarding the form and use of Apollo's investment
and its impact on Oceania's capital structure, and future growth
strategy, including the possibility that the company could order
new ships and increase debt.

Moody's last rating action occurred on Oct. 18, 2006, when Oceania
was assigned a corporate family rating of B2 to Oceania Cruise
Holdings, Inc. and the associated loss given default rating LGD4,
50%.

Oceania Cruise Holdings, Inc. owns three passenger identical
cruise ships that each have 698 berths operating under the brand
name of Oceania Cruises.  The Company targets the upper premium
segment of the cruise industry with destination-oriented cruises
that maximize on-shore activities.  Oceania's principal areas of
operation include the Mediterranean, Northern Europe, South
America, the Caribbean and the Far East.  The Company was formed
in 2002 and began operating in 2003 when it entered into a charter
arrangement to operate the first of three ships.  Oceania is
headquartered in Miami, Florida.


OWENS-BROCKWAY: Fitch Holds B Rating on Senior Unsecured Notes
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Owens-Illinois Inc. and
Owens-Brockway Glass Container Inc. as:

Owens-Illinois, Inc.

   -- Issuer Default Rating 'B-';
   -- Senior unsecured notes 'CCC+/RR5'; and
   -- Preferred stock 'CCC/RR6'.

Owens Brockway Glass Container Inc.

   --IDR 'B-';
   --Senior secured credit facilities 'BB-/RR1';
   --Senior Secured Notes 'BB-/RR1'; and
   --Senior Unsecured Notes 'B'/RR3'.

The ratings on the company's subordinated debt have been withdrawn
as the notes have been retired.

The Rating Outlook is Stable.  Approximately $5.2 billion of debt
is affected by the ratings.

The ratings are supported by the company's leading market
positions, global footprint, technology leadership, and long-term
customer relationships with large, stable customers.  New asbestos
claims and asbestos cash payments continue to decline steadily.
O-I has also improved its working capital management.  With the
company's second quarter 2006 bank facility refinancing, liquidity
has improved, the need for currency hedging has been reduced and
interest expense has been lowered.  Although cash flows have been
declining, the company has ample liquidity and modest debt
maturities in the near-term.  Fitch views the appointment of a new
CEO in December 2006 as a potentially favorable development, which
could bring meaningful change to O-I's operating strategy.

Increasing energy costs and other cost inflation are primary
concerns.  Although O-I has made progress on improving price,
reducing costs, and boosting productivity, raw materials and
energy inflation have more than offset these gains in recent
quarters.  High leverage continues to be a key rating factor, and
free cash flow has been minimal or negative in the past three
years.  Although total debt has declined by 11.5% from FY2003 to
FY2006 and gross debt to EBITDA has declined from 5.2x to 4.5x
over the same time period, the company's cash flow has
deteriorated.  Cash from operations for the same period has fallen
from $353 million to $150 million due to rising costs, increased
taxes, fees and premiums associated with a recent refinancing and
note repurchase, and a change in accounting treatment for
receivables securitization.  Adjusted for the accounting change,
FY2006 operating cash flow is $278 million, or 21% lower than
FY2003 operating cash flow.

On Jan. 12, 2007 O-I reported it was reviewing strategic options
for its plastics business, including a possible sale.  The segment
had net sales of $772 million and operating profit of $115 million
in 2006.  Depending on the use of the proceeds, the potential sale
of the plastics business could have a meaningful impact on the
company's credit metrics and the company's ratings or outlook
could be positively affected if a transaction is executed.

The integration of the company's 2004 acquisition of BSN
Glasspack, S.A. continues albeit at a slower-than-expected pace.
The integration of IT and other systems will now extend through
2007 and into 2008.  Fitch believes contributions from O-I's
progress with the European integration in 2006 could be offset by
restructuring charges and higher energy costs, resulting in flat
or declining margins for this business in 2007.

Asbestos liabilities continue to show improvement in terms of
lower pending cases and decreasing payments disbursed.  Fitch has
factored in the asbestos liability in the recovery ratings
analysis and has reduced the liability assumption to $850 million
from $1 billion previously to reflect these improving trends.

O-I will likely see improved operating and free cash flows in 2007
as pricing improves, energy costs moderate somewhat, European
operations continue to integrate, and other operating improvements
are implemented.  Cash deployment will be directed towards capital
expenditures, asbestos payments, dividends, and pension expense.
Capacity curtailment will also incur cash payments of
$11.5 million by the end of 2008.  Fitch expects shipment volumes
to remain in line with recent growth rates in the low single
digits.


OWENS-ILLINOIS: Fitch Holds Junk Rating on Preferred Stock
----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Owens-Illinois Inc. and
Owens-Brockway Glass Container Inc. as:

Owens-Illinois, Inc.

   -- Issuer Default Rating 'B-';
   -- Senior unsecured notes 'CCC+/RR5'; and
   -- Preferred stock 'CCC/RR6'.

Owens Brockway Glass Container Inc.

   --IDR 'B-';
   --Senior secured credit facilities 'BB-/RR1';
   --Senior Secured Notes 'BB-/RR1'; and
   --Senior Unsecured Notes 'B'/RR3'.

The ratings on the company's subordinated debt have been withdrawn
as the notes have been retired.

The Rating Outlook is Stable.  Approximately $5.2 billion of debt
is affected by the ratings.

The ratings are supported by the company's leading market
positions, global footprint, technology leadership, and long-term
customer relationships with large, stable customers.  New asbestos
claims and asbestos cash payments continue to decline steadily.
O-I has also improved its working capital management.  With the
company's second quarter 2006 bank facility refinancing, liquidity
has improved, the need for currency hedging has been reduced and
interest expense has been lowered.  Although cash flows have been
declining, the company has ample liquidity and modest debt
maturities in the near-term.  Fitch views the appointment of a new
CEO in December 2006 as a potentially favorable development, which
could bring meaningful change to O-I's operating strategy.

Increasing energy costs and other cost inflation are primary
concerns.  Although O-I has made progress on improving price,
reducing costs, and boosting productivity, raw materials and
energy inflation have more than offset these gains in recent
quarters.  High leverage continues to be a key rating factor, and
free cash flow has been minimal or negative in the past three
years.  Although total debt has declined by 11.5% from FY2003 to
FY2006 and gross debt to EBITDA has declined from 5.2x to 4.5x
over the same time period, the company's cash flow has
deteriorated.  Cash from operations for the same period has fallen
from $353 million to $150 million due to rising costs, increased
taxes, fees and premiums associated with a recent refinancing and
note repurchase, and a change in accounting treatment for
receivables securitization.  Adjusted for the accounting change,
FY2006 operating cash flow is $278 million, or 21% lower than
FY2003 operating cash flow.

On Jan. 12, 2007 O-I reported it was reviewing strategic options
for its plastics business, including a possible sale.  The segment
had net sales of $772 million and operating profit of $115 million
in 2006.  Depending on the use of the proceeds, the potential sale
of the plastics business could have a meaningful impact on the
company's credit metrics and the company's ratings or outlook
could be positively affected if a transaction is executed.

The integration of the company's 2004 acquisition of BSN
Glasspack, S.A. continues albeit at a slower-than-expected pace.
The integration of IT and other systems will now extend through
2007 and into 2008.  Fitch believes contributions from O-I's
progress with the European integration in 2006 could be offset by
restructuring charges and higher energy costs, resulting in flat
or declining margins for this business in 2007.

Asbestos liabilities continue to show improvement in terms of
lower pending cases and decreasing payments disbursed.  Fitch has
factored in the asbestos liability in the recovery ratings
analysis and has reduced the liability assumption to $850 million
from $1 billion previously to reflect these improving trends.

O-I will likely see improved operating and free cash flows in 2007
as pricing improves, energy costs moderate somewhat, European
operations continue to integrate, and other operating improvements
are implemented.  Cash deployment will be directed towards capital
expenditures, asbestos payments, dividends, and pension expense.
Capacity curtailment will also incur cash payments of
$11.5 million by the end of 2008.  Fitch expects shipment volumes
to remain in line with recent growth rates in the low single
digits.


PACIFIC LUMBER: Wants Logan & Company as Claims & Noticing Agent
----------------------------------------------------------------
Pacific Lumber Company and its debtor-affiliates ask the United
States Court for the Southern District of Texas for permission to
employ Logan & Company Inc. as their claims and noticing agent to
assist them in distributing notices, maintain claim files and a
claims register, and process other administrative information
pertaining to their Chapter 11 cases.

The Debtors have more than 4,000 potential creditors and parties-
in-interest.  The Debtors assert that the most effective and
efficient manner of providing notice to those creditors and
parties-in-interest is for them to engage an independent third
party to act as their claims and noticing agent.

Pursuant to Section 105(a) of the Bankruptcy Code, Logan will be
deemed an agent of the Court for the limited purpose of receiving
proofs of claim.

The Debtors aver that they chose Logan based on the firm's
experience and the competitiveness of its fees.

As the Debtors' claims and noticing agent, Logan will:

   (a) prepare and serve required notices in the Debtors' Chapter
       11 cases;

   (b) file declarations of service that includes an alphabetical
       list of persons to whom the notice was served and the date
       and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed;

   (d) prepare customized proofs of claim to the creditors listed
       on the Debtors' Schedules of Assets & Liabilities;

   (e) maintain an official claims register for the Debtors by
       docketing all proofs of claim and proofs of interest on a
       claims register;

   (f) implement necessary security measures to ensure the
       completeness and integrity of the claims register;

   (g) transmit to the Bankruptcy Clerk's Office a copy of the
       claims register on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (h) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;

   (i) record all transfers of claims and provide notice of the
       transfers pursuant to Rule 3001(e) of the Federal Rules on
       Bankruptcy Procedure;

   (j) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (k) promptly comply with further conditions and requirements
       as the Bankruptcy Clerk's Office or the Court may at any
       time prescribe;

   (l) tabulate acceptances and rejections to any plan of
       reorganization or liquidation filed by the Debtors;

   (m) provide other claims processing, noticing, and related
       administrative services as may be required from time to
       time by the Debtors;

   (n) act as the Debtors' balloting agent; and

   (o) prepare and tabulate ballots for the purpose of voting to
       accept or reject the plan.

The Debtors believe that the notice, claim and balloting services
to be provided by Logan will not duplicate the services that
other retained professionals will render to them.  Logan will
carry out unique functions and will use reasonable efforts to
coordinate with the Debtors' other professionals to avoid the
unnecessary duplication of services.

In exchange for the contemplated services, the Debtors agree to
pay Logan based on the standard process for the firm's services,
expenses and supplies at the rates or prices in effect on the day
the services or supplies are provided.  The Debtors didn't file a
specific fee schedule with the Court.

In addition, the Debtors agree to:

   (a) make a $4,000 advance payment to Logan to be applied to
       the final bill, and which will be held as cash collateral
       for security of payment of Logan's final invoice; and

   (b) pay Logan for any necessary expenses incurred in
       connection with the case.

Kathleen Logan, president of Logan & Company, represents that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 6, http://bankrupt.com/newsstand/or
215/945-7000).


PACIFIC LUMBER: Panel Wants Pachulski Stang as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Pacific
Lumber Company and its debtor-affiliates' bankruptcy cases seeks
the Court's permission to retain Pachulski Stang Ziehl young Jones
& Weintraub LLP as its general bankruptcy counsel effective as of
Jan. 30, 2007.

The Committee has selected Pachulski Stang because of its
extensive expertise and knowledge in the area of insolvency,
business reorganizations and creditors' rights, making it highly
qualified to represent the Committee.

As the Committee's counsel, Pachulski Stang will assist, advise
and represent the Committee in:

   (a) its consultations with the Debtors and other creditor
       constituencies or parties-in-interest regarding the
       administration of the cases;

   (b) the analysis of the Debtors' assets and liabilities,
       investigating the extent and validity of liens and
       participating in and reviewing any proposed asset sales,
       other asset dispositions, financing arrangements and cash
       collateral stipulations or proceedings;

   (c) connection with any review of management, compensation
       issues, analysis of retention or severance benefits or
       other management related issues;

   (d) any manner relevant to reviewing and determining the
       Debtors' rights and obligations under the unexpired leases
       and executory contracts;

   (e) the investigation of the Debtors' acts, conduct, assets,
       liabilities and financial condition, the operation of the
       Debtors' business and the desirability of the continuance
       of any portion of the business, and any other matters
       relevant to the cases or to the formulation of a plan;,

   (f) its participation in the negotiation, formulation and
       drafting of one or more plans of reorganization;

   (g) issues concerning the appointment of a trustee or examiner
       under Section 1104 of the Bankruptcy Code;

   (h) the performance of all of its duties and powers under the
       Bankruptcy Code and the Federal Rules of Bankruptcy
       Procedure and in the performance of other services as are
       in the interests of those represented by the Committee;
       and

   (i) the evaluation of the claims and any litigation matters.

The Committee proposes that Pachulski Stang will be paid based on
the firm's customary hourly rates in effect.  The current hourly
rates for Pachulski Stang principal attorneys handling the
Committee's representation are:

          Attorney                    Hourly Rate
          --------                    -----------
          John D. Fiero, Esq.            $495
          Maxim B. Litvak, Esq.          $450

The hourly rates of Pachulski Stang's other attorneys and
paraprofessionals are:

          Professionals               Hourly Rate
          -------------               -----------
          Other attorneys             $795 - $375
          Paralegals                  $210 - $145
          Law Library Director           $195
          Law Clerks                   $95 - $75

The firm will also be reimbursed for its actual and necessary
out-of-pocket expenses.

John D. Fiero, Esq., a partner at Pachulski Stang, clarifies that
the Firm will not seek compensation for the non-working travel
time to or from the Texas Court incurred by Mr. Litvak, or
reimbursement of any expenses incurred by Mr. Litvak.

Other Pachulski Stang attorneys, including Mr. Fiero, however,
will be permitted to seek compensation for non-working travel
time to the Texas Court, and reimbursement of expenses from the
Debtors, to the extent permitted by the Court.

Mr. Fiero assures the Court that Pachulski Stang does not hold,
or represent any entity having an adverse interest in connection
with the Debtors or their bankruptcy cases, and is qualified to
represent the Committee under Sections 328 and 1103 of the
Bankruptcy Code.

                  Noteholder Committee Responds

The Ad Hoc Committee of Timber Noteholders objects to the
Pachulski Stang Application to the extent that it seeks to retain
counsel to represent the interests of any unsecured creditors of
Scotia Pacific Company LLC.

"Scopac is a special purpose entity with no operating business in
the classic sense -- it just owns land and grows trees and its
affiliates perform the actual functions of harvesting timber,"
John P. Melko, Esq., at Gardere Wynne Sewell LLP, in Houston,
Texas, relates.

According to the 20 Largest Unsecured Creditors List for the
other debtor-affiliates of Pacific Lumber Company, the creditors
have at least $3,642,280 of unsecured claims.  Mr. Melko notes
that PALCO alone accounts for $3,570,000 of the unsecured claims,
with its smallest listed claim being $104,441.

Given the virtually non-existent body of unsecured claims against
Scopac, it is clear that the Committee can only truly serve the
interests of the unsecured creditors of the PALCO Debtors.

Also, the fact that the PALCO Debtors and Scopac have engaged
separate legal counsel gives rise to a conflict of interest
between the estates of the PALCO Debtors and Scopac, which makes
having any combined Official Creditors Committee in the case
problematic, Mr. Melko maintains.

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).


PITTSBURGH BREWING: Files Amended Plan & Disclosure Statement
-------------------------------------------------------------
Pittsburgh Brewing Company, Inc., and Keystone Brewers Holding Co.
delivered to the U.S. Bankruptcy Court for the Western District of
Pennsylvania their Amended Joint Plan of Reorganization and
accompanying Disclosure Statement.

Pittsburgh Brewing Acquisition, LLC, a co-proponent, will be the
financial sponsor of the Plan.

                       Treatment of Claims

Under the Amended Plan, Administrative Expense Claims will be paid
in full.  Allowed Priority Tax Claims will be paid in full with
interest at 6% per annum.

The Debtors expect that the aggregate amount of Allowed
Administrative Expense Claims, including those of Case
Professionals, will not exceed $2,682,000.

The Allowed Priority Unsecured Non-Tax Claim of UPMC Health Plan,
Inc., will be paid in equal monthly payments over five years and
commencing 90 days after the Plan Effective Date.  Allowed Secured
Claims will also be paid in full with interest.

The Debtors expect all other secured and priority claims not to
exceed $1,250,000, and cure amounts in the aggregate will not
exceed $50,000.

The Plan Proponents will attempt to negotiate an agreement with
the Official Committee of Unsecured Creditors regarding the
treatment of Allowed General Unsecured Claims.  In the event that
an agreement is reached, the Plan will be amended to reflect that
agreement.  In the event that no agreement is reached, General
Unsecured Creditors will receive nothing under the Plan.

The Debtors' Distributors will receive no Distribution on their
prepetition claims.

Joseph Piccirilli owns 44% of the Debtors' Equity Interests.
Jack P. Cerone owns 20% of the Debtors' Equity Interests.  In
addition, there are approximately 75 additional holders of Equity
Interests who each hold less than 5% of the Debtors' Equity
Interests.  On the Effective Date, all Equity Interests will be
cancelled.

On the Effective Date of the Plan, PBA will be issued 95% of the
membership interests in the Reorganized Debtor while Mr. Cerone
will be issued the remaining 5%.

The Debtors expect the Plan to be confirmed by May 10, 2007.  They
expect to emerge from bankruptcy by May 31, 2007.

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh Brewing
Company Inc. -- http://www.pittsburghbrewingco.com/--  
manufactures malt liquors, such as beer and ale.  Its products
include Iron City Beer, IC Light Beer, and Augustiner Amber Lager.
The company filed for chapter 11 protection on Dec. 7, 2005
(Bankr. W.D. Penn. Case No. 05-50347).  Robert O. Lampl, Esq., at
Law Office Robert O. Lampl, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its assets and debts were estimated at $1 million
to $10 million.

Keystone Brewers Holding Co, a holding company for PBC's
intellectual property assets, also filed a voluntary chapter 11
petition on March 10, 2006.


PRIMUS TELECOMMS: Amends $100 Million Term Loan Facility
--------------------------------------------------------
PRIMUS Telecommunications Group, Inc. and its wholly owned
subsidiary, PRIMUS Telecommunications Holding, Inc., received
unanimous consent to an amendment of their existing $100 million
Term Loan facility, due 2011.

Among other things, the Term Loan amendment enables PRIMUS
Telecommunications IHC, Inc., a wholly owned subsidiary of PTH, to
issue up to $200 million of existing authorized indebtedness in
the form of newly authorized secured notes with a second lien
security position.

Subsequent to the effectiveness of the Term Loan amendment, PTIHC
agreed to issue in a private transaction $33 million principal
amount of 14-1/4% Second Lien Notes, due 2011, in exchange for
$41 million principal amount of outstanding Group 12-3/4% Senior
Notes, due 2009.  PTIHC also issued for cash in a private
transaction an additional $24 million principal amount in 14-1/4%
Second Lien Notes to certain of the participants in the Exchange
Transaction.  Net cash proceeds from the 14-1/4% Second Lien Note
issuance, after giving effect to anticipated expenses, discounts
and fees related to all of the foregoing transactions (including
the Term Loan Amendment) is expected to approximate $19 million.

In a related development, the holders who participated in the
Exchange Transaction, representing more than a majority of the
outstanding principal amount of the 12-3/4% Senior Notes,
consented to certain amendments to the indenture governing the
12-3/4% Senior Notes to, among other things, eliminate restrictive
covenants and certain default provisions.  The amendments to the
indenture are set forth in a supplemental indenture between PTG
and the trustee under the indenture.

"The Term Loan amendment, by authorizing the issuance of Second
Lien Notes, provides PRIMUS with enhanced financial flexibility,
as evidenced by the debt exchange and cash raise," Thomas R.
Kloster, Chief Financial Officer, stated.  "We believe that the
ability to issue Second Lien Notes will facilitate further debt
restructuring efforts as well as improve overall liquidity."

Based in McLean, Virginia, PRIMUS Telecommunications Group,
Incorporated (NASDAQ: PRTL) -- http://www.primustel.com/-- is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol, Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 350
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 16 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Moody's Investors Service downgraded Primus Telecommunications
Group Inc.'s corporate family rating to Caa3 from Caa1.  Moody's
downgraded the company's Senior Secured Term Loan dues 2011 to
Caa2 and Senior Notes dues 2014 to Caa3.


PT HOLDINGS: Files Plan of Reorganization in Washington
-------------------------------------------------------
Port Townsend Paper Corporation, a wholly owned subsidiary of of
PT Holdings Company, Inc., filed its Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court for the
Western District of Washington.  The Plan provides for the
company's reorganization and continuation of its business
operations.

"Our organization is focused on completing this reorganization as
expediently as possible," Timothy P. Leybold, Chief Financial
Officer, said.  "The filing of our Plan and Disclosure Statement
within 30 days from entering Chapter 11 is evidence of our
commitment to a 'fast track' emergence from bankruptcy with a
revitalized balance sheet."

The company's Plan calls for, among other things, the repayment in
full of logger's liens and numerous other priority claims from
suppliers promptly when the Plan is effectuated.  The company will
continue to negotiate with various creditor constituencies in an
effort to achieve a consensual restructuring.

                     DIP Financing Approval

The company has received final Court approval on its debtor-in-
possession financing, initially approved by the Court on an
interim basis during motions held on Jan. 31, 2007.  The DIP
financing provides the company with a $13 million revolving line
of credit to finance the company's expected liquidity needs
through the resolution of its Chapter 11 case.

Since filing for reorganization under Chapter 11 on Jan. 29, 2007,
the company has received support from numerous vendors and
customers alike.

The company's Canadian subsidiaries are not part of the company's
Chapter 11 filing.

                       About Port Townsend

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--  
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
more than $100 million.  The Debtors' exclusive period to file a
plan expires on May 29, 2007.


QUANTUM CORP: Incurs $9.5 Mil. Net Loss for Quarter Ended Dec. 31
-----------------------------------------------------------------
Quantum Corp. reported a net loss of $9.5 million on $301 million
of revenues for  its fiscal third quarter ended Dec. 31, 2006
compared with a net income of $819,000 on $218 million of revenues
for the same period in 2005.

Revenue from devices (tape drives and removable hard drives) and
non-royalty media sales totaled $81 million in the third quarter
of 2007, down $33 million from the same period of 2006.   Nearly
this entire decline was due to the continuing retirement of older
tape drives, with approximately two-thirds of the revenue
reduction in older, entry-level drives sold by OEMs.

Since Quantum's acquisition of Advanced Digital Information Corp.
in late August, this was the first full quarter in which the two
companies operated as one.  As a result, Quantum increased revenue
38 percent over the same quarter last year.

"As we've integrated ADIC over the last five months, the strength
and promise of the new Quantum has become even clearer, and this
is reflected in our December quarter results," said Rick Belluzzo,
chairman and CEO of Quantum.

"We delivered on our revenue goal, greatly improved our operating
results and demonstrated significant progress in driving toward
our target business model.  We also announced our new DXi-Series
disk-based appliances with de-duplication and replication
technologies and had a strong quarter of software sales, both of
which speak to the broader opportunities we now have in growing
markets."

                         About Quantum Corp.

Headquatered in San Jose, California, Quantum Corp. --
http://www.quantum.com/-- is a global leader in storage,
delivers highly reliable backup, recovery and archive solutions
that meet demanding requirements for data integrity and
availability with superior price/performance and comprehensive
service and support.  Quantum offers customers of all sizes an
unparalleled range of solutions, from leading tape drive and
media technologies, autoloaders and libraries to disk-based
backup systems.  In Europe, the company maintains operations in
Denmark, Czech Republic, Romania, Portugal, France, Germany, and
the United Kingdom.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Moody's Investors Service confirmed Quantum Corp.'s B3 Corporate
Family Rating.  Moody's also revised Quantum Corp.'s probability-
of-default rating  on the $150 million senior secured revolver due
2009 to Ba3 from B2.


QUINTEK TECHNOLOGIES: Posts $688,715 Net Loss in Qtr Ended Dec. 31
------------------------------------------------------------------
Quintek Technologies reported a $688,715 net loss on $397,283 of
net revenue for the second quarter ended Dec. 31, 2006, compared
with a $737,004 net loss on $535,521 of net revenue for the same
period in 2005.

The decrease in revenues was primarily due to the loss of a major
sales contract from the services business.

The decreased net loss resulted from decreased costs and decreased
operating expenses.

At Dec. 31, 2006, the company's balance sheet showed $1,866,588 in
total assets and $3,396,872 in total liabilities, resulting in a
$1,530,284 total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $359,686 in total current assets available to pay
$2,565,060 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?1a87

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Kabani & Company Inc. in Los Angeles, Calif., raised substantial
doubt about Quintek Technologies 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
auditor pointed to the company's significant operating losses and
insufficient capital.

                    About Quintek Technologies

Based in Lyons Circle, California, Quintek Technologies Inc.
(OTCBB: QTEK) -- http://www.quintek.com/-- through its wholly
owned subsidiaries Quintek Services Inc. and Sapphire Consulting
Services Inc., provides services to enable Fortune 500 and Global
2000 corporations to reduce costs and maximize revenues.

Quintek Services delivers Business Process Outsourcing services
and solutions that enable companies to secure and manage their key
data processing demands with optimal efficiency and minimal costs.

Sapphire Consulting Services offers a broad range of supply chain
management consulting services.  Sapphire assists organizations to
create a higher level of customer satisfaction, enhance supply
chain capability and achieve consistent competitive advantage
through reduced product cost, reduced inventory investment and
improved supply chain security.


ROSS NEWMAN: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ross B. Newman
        Susan D. Newman
        333 South 14th Street
        San Jose, CA 95112

Bankruptcy Case No.: 07-50582

Chapter 11 Petition Date: February 28, 2007

Court: Northern District of California (San Jose)

Debtors' Counsel: Charles E. Logan, Esq.
                  95 South Market Street, Suite 660
                  San Jose, CA 95113
                  Tel: (408) 995-0256
                  Fax: (408) 283-1440

Total Assets:   $867,999

Total Debts:  $1,030,311

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citibank                         Final Judgment        $265,014
20 South Clark, 29th Floor
Chicago, IL 60603

Citi                                                    $20,325
P.O. Box 6408
The Lakes, NV 88901-6408

County of Santa Clara            Delinquent Property    $14,646
70 West Hedding Street           Taxes
San Jose, CA 95100-1767

Altus Economics                                         $14,560

Bank of America                                         $11,790
MBNA of America

Wells Fargo                                             $11,273

National City                                            $8,534

Discover                                                 $7,634

Kerns, Pitrof, Frost and                                 $7,487
Pearlman, LLC

Marriott Rewards                                         $6,797

AT&T Universal                                           $5,615

Bank of America                                          $4,476

Chase                                                    $3,566


SHAW COMMS: Moody's Rates CDN$400 Million Notes Offering at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned the existing Ba1 senior
unsecured rating of Shaw Communications Inc. to the company's
CDN$400 million notes offering reported Wednesday, proceeds of
which are to be used for debt repayment and general corporate
purposes.

Assignments:

   * Shaw Communications Inc.

      -- Senior Unsecured Regular Bond, Assigned Ba1

Shaw Communications Inc. is a cable and satellite operator
headquartered in Calgary, Alberta, Canada.


SIRIUS SATELLITE: CEO Would Agree to Concessions to Get XM Deal
---------------------------------------------------------------
Sirius Satellite Radio Chief Executive Officer Mel Karmazin told
lawmakers this week in the newly formed Antitrust Task Force of
the House Judiciary Committee that he is willing to make
concessions as long as the $13 billion deal with rival XM
Satellite Radio will be approved, various news agencies report.

According to reports, Mr. Karmazin said that he is willing to
agree to price restrictions for a period of time.  He added that
the combined company would not be a monopoly.

Mr. Karmazin argued that Sirius competes with AM, FM, and multi-
channel HD radio, the Internet, and download-based music players,
various reports note.

Consumer groups, however, are concerned that the merger will
eliminate competition, cause higher subscription prices, and lead
to incompatible equipment, various reports add.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

                   About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

                          *     *     *

At Sept. 30, 2006, SIRIUS Satellite Radio's balance sheet showed
$1.6 billion in total assets and $1.8 billion in total
liabilities, resulting in a $200.3 million stockholders' deficit.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Moody's Investors Service affirmed SIRIUS Satellite Radio, Inc.'s
Corporate family rating at Caa1, Probability-of-default rating at
B3, and 9-5/8% senior notes due 2013 at Caa1, LGD4, 65%.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Standard & Poor's Ratings Services placed all its ratings,
including the 'CCC' corporate credit rating, on New York
City-based Sirius Satellite Radio Inc. on CreditWatch with
positive implications.


SIRIUS SATELLITE: Dec. 31 Balance Sheet Upside-Down by $389 Mil.
----------------------------------------------------------------
SIRIUS Satellite Radio Inc. announced record full year and fourth
quarter 2006 results driven by an 82% increase in subscribers to
more than 6 million, positive free cash flow in the fourth
quarter, and the highest satellite radio subscriber market share
in the company's history.

At Dec. 31, 2006, the company's balance sheet showed
$1.658 billion in total assets and $2.047 billion in total
liabilities, resulting in a $389 million stockholders deficit.

The company's stockholders' deficit at Sept. 30, 2006, stood at
$200.3 million.

The company had a $324 million stockholders' equity at Dec. 31,
2005.

In the fourth quarter of 2006, SIRIUS reported a net loss of
$245.6 million.  The adjusted net loss improved to $203 million
for the fourth quarter (adjusted to primarily exclude stock-based
compensation), and the adjusted loss from operations improved to
$166.8 million.

SIRIUS reported a net loss of $1.1 billion for 2006.  The adjusted
net loss for 2006 improved to $656 million for 2006 (adjusted to
primarily exclude stock-based compensation), and the adjusted loss
from operations improved to $513.1 million versus 2006 guidance of
$565 million.  The free cash flow loss for the full year of 2006
was $500.7 million, in-line with previous guidance.

"In 2006, SIRIUS added 2.7 million new subscribers, an annual
record for satellite radio, and captured 62% share of satellite
radio subscriber growth.

More importantly, SIRIUS achieved positive free cash flow in the
fourth quarter 2006 -- four years after adding our first
subscriber," SIRIUS CEO Mel Karmazin said.

"The fourth quarter marked the fifth consecutive quarter of
satellite radio subscriber leadership for SIRIUS and a record 67%
of satellite radio growth.

"We look forward to another year of strong growth in 2007,
anticipating that we will approach $1 billion in total revenue.
The pending merger with XM will offer unprecedented choice for
consumers and create tremendous value for our shareholders."

SIRIUS ended 2006 with 6,024,555 subscribers, up 82% from
3,316,560 subscribers at the end of 2005.  Retail subscribers
increased 64% in 2006 to 4,041,826 from 2005 retail subscribers of
2,465,363.  OEM subscribers increased 138% in 2006 to 1,959,009
from 823,693 at the end of 2005.  During the fourth quarter 2006,
SIRIUS added 905,247 subscribers, or 67% of satellite radio net
additions.

Total revenue for 2006 increased to $637.2 million, up 163% from
2005 total revenue of $242.2 million.  Fourth quarter 2006 total
revenue of $193.4 million increased 142% from fourth quarter 2005
revenue of $80.0 million.  Average monthly revenue per subscriber
was $11.01 in 2006 up from $10.34 in 2005.  2006 ARPU included a
$0.56 contribution from net advertising revenue, up 100% from the
$0.28 contribution from net advertising revenue reported in 2005.
Average monthly churn for 2006 was 1.9% reflecting total churn
from both retail and OEM channels.  SAC per gross subscriber
addition was $114 for 2006 improving 18% over 2005's SAC per gross
subscriber addition of $139.

The company posted positive free cash flow in the fourth quarter
2006 of $30.4 million, solidly reaching its goal of positive free
cash flow as early as the fourth quarter of 2006. The definition
of free cash flow is the sum of net cash provided by (used in)
operating activities, capital expenditures and restricted and
other investment activity.

                           2007 Outlook

SIRIUS guidance for the full year 2007:

    * Total revenue approaching $1 billion
    * More than 8 million subscribers at year-end
    * Average monthly subscriber churn of approximately 2.2 - 2.4%
    * SAC per gross subscriber addition of approximately $95

In light of the pending merger with XM, and the uncertainty
surrounding the timing and financial impact, the company is no
longer currently providing cash flow guidance.

          Fourth Quarter 2006 Versus Fourth Quarter 2005

For the fourth quarter of 2006, SIRIUS recognized total revenue of
$193.4 million compared with $80.0 million for the fourth quarter
of 2005.  This 142%, or $113.4 million, increase in revenue was
driven by a $99.4 million increase in subscriber revenue resulting
from the net increase in subscribers of 2,707,995, or 82%, from
Dec. 31, 2005, to Dec. 31, 2006; a $5.4 million increase in net
advertising revenue; and a $7.5 million increase in equipment
revenue.

The company's adjusted loss from operations decreased
$59.5 million to $166.8 million for the fourth quarter of 2006
from $226.3 million for the fourth quarter of 2005.  This decrease
was primarily driven by an increase in total revenue of
$113.4 million, which more than offset a $53.9 million increase in
operating expenses.

Programming and content expenses increased $29.8 million to
$64.8 million for the fourth quarter of 2006 from $35 million for
the fourth quarter of 2005.  The increase was primarily
attributable to license fees and talent costs associated with new
programming, including the Howard Stern show which launched in
January 2006, and higher broadcast and webstreaming royalties as a
result of the company's larger subscriber base.

Customer service and billing expenses increased $3.9 million to
$23.9 million for the fourth quarter of 2006 from $20 million for
the fourth quarter of 2005.  The increase was primarily
attributable to call center operating costs necessary to
accommodate the increase in the company's subscriber base and
transaction fees due to the addition of new subscribers.

Customer service and billing expenses per average subscriber per
month declined 44% to $1.49 for the fourth quarter of 2006 from
$2.66 for the fourth quarter of 2005.

Cost of equipment increased $14.7 million to $22.1 million for the
fourth quarter of 2006 from $7.4 million for the fourth quarter of
2005.  The increase was primarily attributable to higher sales
volume and per unit costs as the company continued to introduce
new products through the direct to consumer distribution channel.

Sales and marketing expenses increased $22.1 million to
$85.1 million for the fourth quarter of 2006 from $63 million for
the fourth quarter of 2005.  This 35% increase in sales and
marketing expenses compared with a 142% increase in total revenue
from $80 million for the fourth quarter of 2005 to $193.4 million
for the fourth quarter of 2006.  The increase in sales and
marketing expenses was primarily attributable to increased OEM
revenue share as a result of a 138% increase in the company's OEM
subscriber base, as well as increased cooperative marketing and
advertising costs.

Subscriber acquisition costs decreased $24.2 million to
$121 million for the fourth quarter of 2006 from $145.2 million
for the fourth quarter of 2005.  The decrease was primarily
attributable to lower commissions and decreased aftermarket
hardware subsidies as the company continued to reduce
manufacturing and chip set costs, offset by increased OEM hardware
subsidies due to higher production volume and costs related to FM
transmitter compliance with FCC rules.

SAC per gross subscriber addition decreased 9% from $113 for the
fourth quarter of 2005 to $103 for the fourth quarter of 2006
primarily due to lower average commission rates and decreased
aftermarket average subsidy rates as the company continued to
reduce manufacturing and chip set costs, offset by the per
subscriber effect of costs related to FM transmitter compliance
with FCC rules.

General and administrative expenses increased $6.3 million to
$23.2 million for the fourth quarter of 2006 from $16.9 million
for the fourth quarter of 2005.  The increase was primarily a
result of employment-related costs, legal fees and bad debt
expense to support the growth of the business.

For the fourth quarter of 2005, the company recorded $6.2 million
for its share of SIRIUS Canada Inc.'s net loss.

                         2006 Versus 2005

For the year ended Dec. 31, 2006, SIRIUS recognized total revenue
of $637.2 million compared with $242.2 million for the year ended
Dec. 31, 2005.  This 163%, or $395 million, increase in revenue
was driven by a $351.8 million increase in subscriber revenue
resulting from the net increase in subscribers of 2,707,995, or
82%, from Dec. 31, 2005, to Dec. 31, 2006; a $24.9 million
increase in net advertising revenue; and a $14.5 million increase
in equipment revenue.

The company's adjusted loss from operations decreased
$54.4 million to $513.1 million for the year ended Dec. 31, 2006,
from $567.5 million for the year ended Dec. 31, 2005.  This
decrease was primarily driven by an increase in total revenue of
$395 million, which more than offset a $340.6 million increase in
operating expenses.

Satellite and transmission expenses increased $11.3 million to
$39.2 million for the year ended Dec. 31, 2006, from $27.9 million
for the year ended Dec. 31, 2005.  The increase was primarily
attributable to an impairment charge in the second quarter of 2006
associated with certain satellite long-lead time parts purchased
in 1999 that will no longer be needed as a result of the company's
new satellite contract announced in 2006.

Programming and content expenses increased $131.6 million to
$230.2 million for the year ended Dec. 31, 2006, from
$98.6 million for the year ended Dec. 31, 2005.  The increase was
primarily attributable to license fees and talent costs associated
with new programming, including the Howard Stern show which
launched in January 2006, and higher broadcast and webstreaming
royalties as a result of the company's larger subscriber base.

Customer service and billing expenses increased $21.5 million to
$68.1 million for the year ended Dec. 31, 2006, from $46.6 million
for the year ended Dec. 31, 2005.  The increase was primarily
attributable to call center operating costs necessary to
accommodate the increase in the company's subscriber base and
transaction fees due to the addition of new subscribers.  Customer
service and billing expenses per average subscriber per month
declined 41% to $1.24 for the year ended Dec. 31, 2006, from $2.10
for the year ended December 31, 2005.

Cost of equipment increased $23.4 million to $35.2 million for the
year ended Dec. 31, 2006, from $11.8 million for the year ended
Dec. 31, 2005.  The increase was primarily attributable to higher
sales volume and per unit costs as the company continued to
introduce new products through the direct to consumer distribution
channel.

Sales and marketing expenses increased $51.9 million to
$222.5 million for the year ended Dec. 31, 2006, from
$170.6 million for the year ended Dec. 31, 2005.  This 30%
increase in sales and marketing expenses compared with a 163%
increase in total revenue from $242.2 million for the year ended
Dec. 31, 2005, to $637.2 million for the year ended Dec. 31, 2006.
The increase in sales and marketing expenses was primarily
attributable to increased retail residuals; OEM revenue share as a
result of a 138% increase in the company's OEM subscriber base;
cooperative marketing and advertising costs; and compensation
related costs.

Subscriber acquisition costs increased $70.1 million to
$419.7 million for the year ended Dec. 31, 2006, from
$349.6 million for the year ended Dec. 31, 2005.  The increase was
primarily attributable to decreased aftermarket hardware subsidies
as the company continued to reduce manufacturing and chip set
costs, offset by increased OEM hardware subsidies due to higher
production volume and costs related to FM transmitter compliance
with FCC rules.

General and administrative expenses increased $27.7 million to
$87.5 million for the year ended Dec. 31, 2006, from $59.8 million
for the year ended Dec. 31, 2005.  The increase was primarily a
result of employment-related costs, legal fees and bad debt
expense to support the growth of the business.

Engineering, design and development expenses increased $14 million
to $58.7 million for the year ended Dec. 31, 2006, from
$44.7 million for the year ended Dec. 31, 2005, primarily as a
result of costs associated with OEM tooling and manufacturing
upgrades and receiver integration for factory installations of
SIRIUS radios; development costs associated with the manufacturing
of SIRIUS radios; and additional personnel-related costs to
support research and development efforts.

In September 2005, the company also recorded a $6.2 million loss
from the redemption of its 15% Senior Secured Discount Notes due
2007 and 14% Senior Secured Notes due 2009.

For the year ended Dec. 31, 2006, and 2005, the company recorded
negative $4.4 million and $6.9 million, respectively, for its
share of SIRIUS Canada, Inc.'s net loss.

                  Pending Merger Of Equals With XM

On Feb. 19, 2007, XM Satellite Radio and SIRIUS announced a
definitive agreement, under which the companies will be combined
in a tax-free, all-stock merger of equals.

XM shareholders will receive 4.6 shares of SIRIUS common stock for
each share of XM they own.  XM and SIRIUS shareholders will each
own approximately 50% of the combined company.

The transaction is subject to approval by both companies'
shareholders, the satisfaction of customary closing conditions and
regulatory review and approvals, including antitrust agencies and
the FCC.  The companies expect the transaction to be completed by
the end of 2007.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1aa2

                   About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Moody's Investors Service affirmed SIRIUS Satellite Radio, Inc.'s
Corporate family rating at Caa1, Probability-of-default rating at
B3, and 9-5/8% senior notes due 2013 at Caa1, LGD4, 65%.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Standard & Poor's Ratings Services placed all its ratings,
including the 'CCC' corporate credit rating, on New York
City-based Sirius Satellite Radio Inc. on CreditWatch with
positive implications.


SOLOMON DWEK: Chapter 11 Case Summary
-------------------------------------
Debtor: Solomon Dwek
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliates filing separate chapter 11 petitions on
February 28, 2007:

      Entity                            Case No.
      ------                            --------
      Dwek Trenton Gas, LLC             07-12794
      Neptune Gas, LLC                  07-12796
      Route 33 Medical, LLC             07-12798
      1111 Eleventh Avenue              07-12799
      Dwek North Olden, LLC             07-12800
      Dwek State College, LLC           07-12802

Type of Business: Rabbi Solomon Dwek was arrested last year on
                  charges of defrauding PNC Bank, N.A. and
                  misappropriating bank funds of approximately
                  $50 million.

Involuntary Chapter 7 Petition Date: February 9, 2007

Chapter 11 Conversion Date: February 22, 2007

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver LLP
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

Creditors who filed the involuntary chapter 7 against the Solomon
Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty


STAR GAS: Good Performance Cues Moody's Stable Outlook
------------------------------------------------------
Moody's Investors Service changed Star Gas Partners, LP's outlook
from negative to stable and affirmed the company's Caa1 corporate
family rating and probability of default rating.  Moody's also
affirmed the Caa3, LGD 5, 85% rating on Star Gas' $174 million
non-guaranteed 10.25% senior unsecured notes.

"Changing the outlook to stable primarily reflects the progress
that Star Gas has made in reducing customer attrition through
operational improvements and customer service initiatives",
commented Pete Speer, Moody's Vice-President/Senior Analyst.

Net customer attrition has declined both nominally and as a
percentage of the customer base in 4 consecutive quarters, from
2.4% for the quarter ended March 31, 2006, to 1.0% for the quarter
ended Dec. 31, 2006.  While an annualized rate of 4% still
significantly exceeds the normal attrition levels caused by the
expansion of natural gas into Star Gas' markets, it has declined
to a level that no longer indicates a further deterioration of
Star Gas' credit profile.

Further evidence of the operational improvements the company has
made is in EBITDA margins per gallon.  In fiscal year ended
Sept. 30, 2006, Star Gas earned approximately $0.14 per gallon as
compared to a negligible margin in FY 2005 and $.09 in FY 2004.
For the quarter ended Dec. 31, 2006, the partnership had EBITDA
margins of $0.22 per gallon which was the same as the quarter
ended Dec. 31, 2005, despite a nearly 20% volume decline due to
warmer weather and a 6% volume decline from customer losses.
Notwithstanding its derivative accounting errors and related
restatement, it also appears that Star Gas has improved its
ability to manage its commodity price risks inherent in the
approximately 40% of its customer base with fixed-price contracts.

Star Gas' Caa1 rating reflects the continued challenges the
partnership faces in growing its customer base through continued
reductions in customer attrition and acquisitions.  Even though it
is the largest U.S. distributor of home heating oil, the market is
highly fragmented, competitive and declining due to natural gas
encroachment.  Recent increases in fuel oil prices has encouraged
more conservation by customers and higher price sensitivity,
requiring competitive responses like the price protection and
budget payment plans.  These programs result in higher commodity
price risk and add more variables to managing working capital
needs, in addition to seasonality and changing weather patterns.
While the partnership's debt levels have been reduced and its
liquidity has been greatly enhanced over the past year, that was
primarily due to the debt restructuring it completed in April
2006.  Star Gas also has a reprieve on making distributions until
Oct. 1, 2008, which has temporarily improved its retained cash
flow but management will have to continue strengthening the
business so that these distributions can be resumed and sustained
at levels that will satisfy the LP unit holders and provide an
effective acquisition currency.

A positive outlook or ratings upgrade is possible if Star Gas
sustains the improvement in its operating performance and further
improves its customer attrition rates through increased market
share and reasonably priced small acquisitions.

A negative outlook or rating downgrade is possible if Star Gas
were to materially increase its leverage though debt funded
acquisitions or if it encounters issues in managing its commodity
price risks or working capital liquidity requirements.

Star Gas, a publicly traded master limited partnership based in
Stamford, Connecticut, distributes home heating oil and provides
related services primarily to residential customers in the New
England and Mid-Atlantic regions of the United States.


TERAX ENERGY: Earns $1.5 Million in Fiscal 2007 Second Quarter
--------------------------------------------------------------
Terax Energy Inc. earned $1.5 million for the second quarter ended
Dec. 31, 2006, compared to a net loss of $1.2 million for the same
period last year.

Terax had no revenue for the second quarter of fiscal 2007 and
2006.  Production on Terax's properties did not begin until the
fourth quarter of fiscal 2006.  In August and September 2006 Terax
shut all of its production due to its financial situation.

Of the increase in net income, $2,053,031 was attributable to non-
cash gain associated with derivative liability offset by $166,604
non-cash cost associated with depletion and depreciation expenses.

At Dec. 31, 2006, the company's balance sheet showed $16.2 million
in total assets, $9.5 million in total liabilities, and
$6.7 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $16,574 in total current assets available to pay
$9.5 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?1a89

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Malone & Bailey, PC, in Houston, Texas, raised substantial doubt
about Terax Energy's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended June 30, 2006.  The auditor pointed to the
company's recurring operating losses and working capital
deficiency.

                         About Terax Energy

Dallas, Tex.-based Terax Energy Inc. -- http://teraxenergy.com/--
is an independent oil and gas exploration and development company.
The company's principal properties consist of two large blocks of
oil and gas leases.  One lease covers approximately 11,300 gross
acres in Erath County, Texas.  Another lease covers a block of
approximately 16,200 gross acres located in Comanche County,
Texas.  Both leases permit the company to drill and develop the
Barnett Shale formation underlying the lease acreage.


TRICADIA CDO: Moody's Rates $7 Million Class F Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Tricadia CDO 2006-7, Ltd.:

   -- Aaa to $328,500,000 Class A-I Notes due 2051;

   -- Aaa to $8,000,000 Class A-X Secured Notes due 2051;

   -- Aaa to $65,000,000 Class A-2 Senior Secured Floating Rate
      Notes due 2051;

   -- Aa2 to $43,000,000 Class B Senior Secured Floating Rate
      Notes due 2051;

   -- A2 to $25,000,000 Class C Secured Floating Rate Deferrable
      Notes due 2051;

   -- Baa2 to $19,000,000 Class D Secured Floating Rate
      Deferrable Notes due 2051;

   -- Baa3 to $7,200,000 Class E Secured Floating Rate Deferrable
      Notes due 2051 and

   -- Ba2 to $7,000,000 Class F Secured Floating Rate Deferrable
      Notes due 2051.

The ratings address the ultimate cash receipt for each class of
the notes of all interest and principal payments required by the
governing documents.  The ratings assigned to the notes are based
on the expected loss posed to holders of the notes relative to the
promise of receiving the present value of such payments.  The
ratings are also based upon the transaction's legal structure and
the characteristics of the collateral pool.

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


TXU CORP: $45 Billion Buyout Cues Fitch's N Watch Negative
----------------------------------------------------------
Fitch has downgraded the ratings of TXU Corp and its subsidiaries
and simultaneously places all entities on Rating Watch Negative
following the report that a Kohlberg, Kravis and Roberts and Texas
Pacific Group-led consortium have signed an agreement to acquire
TXU for $45 billion, including the assumption of existing debt.

The consensual $45 billion transaction would include the purchase
of the outstanding stock of TXU for $69.25 per share and the
assumption of approximately $11.5 billion of debt.

The ratings actions are based on Fitch's concerns that the
acquisition of TXU would be funded through a highly levered
entity, or result in the incurrence of substantial indebtedness at
the TXU holding company or subsidiary levels.  Additionally there
is uncertainty concerning the strategic direction of the company
as well as likely changes to the financial practices and corporate
structure of TXU and subsidiaries.

Fitch notes that the buyers stated they intend to significantly
scale back TXU's plans to build approximately 10 gigawatts of new
generation in Texas.  The smaller new-build program would be more
manageable within existing financial resources and thus less
subject to the financing, market, and event risks inherent in a
large-scale program.  Fitch's affirmation of TXU's ratings in
January 2007 assumed that the company's new-build program would be
performed by a newly formed subsidiary using non-recourse debt and
a level of third-party equity contributions as well as hedges or
contracts for most of planned output.  Therefore changes in the
manner in which any new-build plans are executed could have
negative ratings implications.

Fitch notes that the senior debt of TXU existing senior notes do
not prohibit a change of control nor a leveraged buyout. However,
closing of the transaction is subject to regulatory approvals
including the Federal Regulatory Commission, the Nuclear
Regulatory Commission, and the Securities and Exchange Commission.
TXU believes that the transaction does not require the approval of
the Texas Public Utility Commission, which should expedite the
merger process and reduce the potential risk of not closing the
transaction, which is often the case in utility mergers.

TXU Delivery, however, will continue to be regulated by the PUCT.
In addition, as Delivery's rates assume a 40% equity base, Fitch
assumes that the new owners will not over-lever Delivery.

The resolution of the Ratings Watch will depend upon Fitch's
analysis of the financing, organization and resulting capital
structures, and the new owner's usage of the significant excess
cash flow that is currently being generated by TXU's competitive
supply subsidiary, TXU Energy.  Fitch may take interim rating
actions ahead of the consummation of the transaction as further
details are disseminated and TXU's ratings may end up deep in the
non-investment grade area.  Because of the continued regulation of
Delivery by the PUCT, Fitch expects that any further ratings
actions on Delivery may be more limited than those taken for its
parent and affiliates.

TXU Corp is engaged in the generation, sale, delivery and
transmission of electricity primarily in Texas.

Downgrades:

TXU Corp

   -- IDR to 'BB+' from 'BBB-';
   -- Unsecured debt to 'BB+' from 'BBB-'; and
   -- Commercial paper to 'B' from 'F3'.

TXU US Holdings Inc

   -- IDR to 'BB+' from 'BBB-'; and
   -- Unsecured debt to 'BB+' from 'BBB-'.

TXU Energy Co LLC

   -- IDR to 'BBB-' from 'BBB';
   -- Unsecured debt to 'BBB-' from 'BBB'; and
   -- Commercial paper to 'F3' from 'F2'.

TXU Electric Delivery Co

   -- IDR to 'BBB-' from 'BBB';
   -- Unsecured debt to 'BBB' from 'BBB+'; and
   -- Commercial paper to 'F3' from 'F2'.


UNIVERSAL EXPRESS: Posts $6,980,236 Net Loss in Qtr Ended Dec. 31
-----------------------------------------------------------------
Universal Express Inc. reported a $6,980,236 net loss on $992,435
of revenues for the second quarter ended Dec. 31, 2006, compared
with a $5,020,514 net loss on $281,861 of revenues for the same
period in 2005.

The increase in revenues is due mainly to the acquisition of
Global Trucking Services Inc.

The increase in net loss is mainly due to the $2.1 million
increase in operating expenses.

At Dec. 31, 2006, the company's balance sheet showed $8,686,878 in
total assets, $3,027,359 in total liabilities, ($196,389) in
minority interest in subsidiaries, and $5,855,908 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?1a8b

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Pollard-Kelley Auditing Services Inc. in Fairlawn, Ohio,
expressed substantial doubt about Universal Express Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the fiscal year ended June 30,
2006.  The auditing firm pointed to the company's recurring
losses.

                      About Universal Express

Universal Express Inc. (OTC BB: USXP.OB)-- http://www.usxp.com/--  
is a logistics and transportation conglomerate with multiple
developing subsidiaries and services.  Its principal subsidiaries
include Universal Express Capital Corp. and Universal Express
Logistics Inc. (which includes Virtual Bellhop, LLC, Luggage
Express and Worldpost, its international shipping divisions),
and Private Postal Center Network.com and its division Postal
Business Center Network.com.


U.S. DRY CLEANING: Hires Deborah Rechnitz as Merger Consultant
--------------------------------------------------------------
U.S. Dry Cleaning Corp., fka First Virtual Communications Inc., on
Feb. 20, 2007, entered into a consulting agreement with Deborah
Rechnitz and DRechnitz I, LLC, for a term of 24 months.  The
Consultants will provide a variety of mergers and acquisition
related services to the company.

As consideration for the services, the company agreed to pay
the Consultants a non-refundable retainer of $50,000 and a non-
refundable monthly draw of $15,000 per month for each of the first
23 months of the term of the Consulting Agreement and $5,000 for
the 24 month of the Consulting Agreement to be applied against
amounts owed for any future success fees earned by Consultant.

Pursuant to the terms of the Consulting Agreement, the company
are required to pay the Consultants a cash transaction fee based
on the Total Consideration upon the closing of certain Purchases.
In the event the Total Consideration for a Purchase is less than
or equal to $5,000,000, the transaction fee is equal to 2% of the
Total Consideration.

In the event the Total Consideration for a Purchase is greater
than $5,000,000, the transaction fee is equal to 1% of the
Total Consideration.  However, no Success Fee shall be paid to
the Consultants unless and until the aggregate amount of Success
Fees earned is equal to or greater than $400,000.

Once the Draw Amount has been reached, Consultant will be paid all
Success Fees that exceed the Draw Amount.  In addition to the fees
set forth above, the company is required to issue the Consultants
a warrant to purchase 100,000 shares of the company's common stock
at an exercise price of $3.50 per share.

The Consulting Agreement contains other customary terms and
conditions for arrangements of this type, including without
limitation, non-compete and non-solicitation provisions.

                      About US Dry Cleaning

U.S. Dry Cleaning Corp. was formed on July 19, 2005 and on
Dec. 30, 2005 completed a reverse merger with a public shell
company.

On Aug. 8, 2005, the company purchased 100% of the outstanding
common stock of Steam Press Holdings, Inc. and on Aug. 9, 2005,
the company purchased 100% of the membership units in Coachella
Valley Retail, LLC in stock-for-stock type transactions.

Steam Press owns 100% of Enivel, Inc. which does business as Young
Laundry & Dry Cleaning in Honolulu, Hawaii.  Young Laundry was
founded in 1902 and operates thirteen retail laundry and dry
cleaning stores, in addition to providing hotel and other
commercial laundry and dry cleaning services.  Coachella Valley
Retail was founded in 2004 and operates five retail laundry and
dry cleaning stores under several names in the Palm Springs,
California area.

                       Going Concern Doubt

Squar, Milner, Miranda & Williamson, LLP, expressed substantial
doubt about US Dry Cleaning Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit of approximately $6.9 million at
Sept. 30, 2006.


USG CORP: Subsidiary to Buy California Wholesale for $280 Million
-----------------------------------------------------------------
USG Corporation reported that L&W Supply, its distribution
subsidiary, has entered into an agreement to acquire California
Wholesale Material Supply Inc. for $280 million, including debt to
be repaid at closing.

"The acquisition of CALPLY will enable us to continue our highly
successful efforts to expand our L&W Supply subsidiary, which
contributed $2.5 billion to USG's annual sales in 2006" Commenting
on the expansion of the company's distribution business, Foote
said.  CALPLY is a large, well-managed and successful distributor
of building materials -- it is a great fit with our L&W business."

The new manufacturing plant and the proposed acquisition of
CALPLY are examples of USG's successful long-term strategies
to consistently upgrade its manufacturing assets and grow its
distribution business.  In the late 1990s, U.S. Gypsum invested
nearly $1 billion to build several new wallboard plants and
rebuild or upgrade several others.  Those plants were sold out
and operating at full capacity during recent years when the
residential housing market expanded.

"We are thrilled to become a part of the USG family of
businesses" Joseph Zucchero, the owner and president of CALPLY
said.  "Joining L&W Supply is a logical next step in the evolution
of our business.  L&W and USG will provide us with the scale,
scope and resources to continue to grow and provide products
and services to professional contractors in the Western United
States."

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--  
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.  Lewis
Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes, Esq.,
represent the Official Committee of Unsecured Creditors.  Elihu
Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin &
Drysdale, Chartered, represent the Official Committee of Asbestos
Personal Injury Claimants.  Martin J. Bienenstock, Esq., Judy G.
Z. Liu, Esq., Ralph I. Miller, Esq., and David A. Hickerson, Esq.,
at Weil Gotshal & Manges LLP represent the Statutory Committee of
Equity Security Holders.  Dean M. Trafelet is the Future Claimants
Representative.  Michael J. Crames, Esq., and Andrew A. Kress,
Esq., at Kaye Scholer, LLP, represent the Future Claimants
Representative.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.


WESTLB AG: Inks $100 Million Secured Loan Deal with AXIS Capital
----------------------------------------------------------------
WestLB AG's wholly owned subsidiary, WestLB Securities Inc., and
AXIS Capital, Inc. entered into a new secured loan agreement,
which will provide $100 million in available funding to AXIS
Capital, Inc. over a multi-year period.

This agreement calls for initial funding of $50 million and grows
to a maximum facility amount of $100 million, as needed, over the
three-year period.

"This loan agreement will allow us to continue our steady growth
into the numerous markets we serve," Gordon Glade, President of
AXIS Capital, Inc, stated.  "It will also provide more funding to
our current vendor programs and clients at competitive rates."

"It's great to partner with a bank that understands our business
and is willing to provide strong financial support to our
industry," Mr. Glade commented.

"WestLB, as a lender in the equipment leasing space, gives clients
the attention of a boutique bank with the capabilities of a bulge
bracket firm," said Matt Tallo, Director in WestLB's Asset
Securitization Group. "WestLB is pleased to be the sole lender in
this transaction. We believe the structure of this facility
provides AXIS Capital, Inc. with the flexibility needed to expand
its business."

                       About AXIS Capital

Headquartered in Grand Island, Nebraska, AXIS Capital, Inc. --
http://www.axiscapitalinc.com/-- provides commercial finance
solutions in the small to medium sized equipment and services
financing market.  Partnering with vendors and distributors, AXIS
provides a diverse program of commercial finance solutions to
businesses throughout the United States.

                          About WestLB

Hearquartered in Duesseldorf, Germany, WestLB AG (DAX:WESTLB) --
http://www.westlb.com/-- provides financial advisory, lending,
structured finance, project finance, capital markets and private
equity products, asset management, transaction services and real
estate finance to institutions.

In the United States, certain securities, trading, brokerage and
advisory services are provided by WestLB AG's wholly owned
subsidiary WestLB Securities Inc., a registered broker-dealer and
member of the NASD and SIPC.

                          *     *     *

Moody's Investor Service assigned WestLB AG's 7.15% Fixed Rate
Credit Linked Notes due 2013 at B1.


WINSTON HOTELS: Moody's Eyes Downgrade on Preferred Stock's Rating
------------------------------------------------------------------
Moody's Investors Service placed the preferred stock rating of
Winston Hotels, Inc. on review for downgrade after it was reported
on February 21 that 100% of Winston's common stock shares would be
purchased by Wilbur Acquisition Holding Company, LLC, which is
held by affiliates of Och-Ziff Real Estate and Norge Churchill,
Inc.  Wilbur plans to leave the Series B preferred stock
outstanding as shares of the surviving entity.

Moody's rating action takes into consideration the potential for
additional leverage and portfolio sales that may occur when
Winston becomes a private company.  During its review, Moody's
will focus on Winston's pro forma capital structure -- in
specific, overall leverage and the use of secured debt --
strategic profile and management structure.

A return to a stable outlook would result from little change in
the company or affect on the preferred stock.  A downgrade would
result from additional leverage, stalled asset or RevPAR growth, a
decline in fixed charge coverage to one consistently in the low 2x
range, or from asset quality problems in its mezzanine loan
portfolio.

The last rating action for Winston took place on Dec. 14, 2006,
when Moody's upgraded the preferred stock rating of Winston to B2
with a stable outlook.

This rating has been placed on review:

   * Winston Hotels, Inc.'s Series B preferred stock at B2.

Winston Hotels, Inc. is a lodging REIT headquartered in Raleigh,
North Carolina, USA.  At Dec. 31, 2006, Winston Hotels had total
assets of $540 million, and equity of $259 million.

Och-Ziff Real Estate was co-founded by Och-Ziff Capital
Management, a global institutional asset management firm, Stavros
P. Galiotos and Steven E. Orbuch to make investments in real
estate and real estate related assets.  Norge Churchill, Inc. is
owned via investment vehicles by the clients of Acta Holding ASA,
which is an investment advisor listed on the Oslo Stock Exchange
with approximately NOK 70 billion of assets under management.


XM SATELLITE: Posts $718.9 Million Net Loss in Year Ended Dec. 31
-----------------------------------------------------------------
XM Satellite Radio Holdings Inc. reported financial and operating
results for the fourth quarter and full year ended Dec. 31, 2006.

XM said that 2006 revenue increased year over year by 67% to
$933 million.  XM added 1.696 million new net subscribers in 2006
for a total of 7.629 million subscribers, and XM achieved positive
cash flow from operations in the fourth quarter.

"2006 was a pivotal year for XM," said Hugh Panero, XM CEO.  "The
automobile market is emerging as a key catalyst for satellite
radio's future growth, and XM is well-positioned through its
relationships with the nation's largest and fastest-growing
automakers.  Our financial metrics are heading in the right
direction as marketing costs have declined and our revenues have
increased."

For the fourth quarter of 2006, XM reported quarterly total
revenue of $257.1 million, an increase of 45% over the
$177.1 million total revenue reported in fourth quarter of 2005.

XM's full year 2006 total revenue was $933.4 million, an increase
of 67% over the $558.3 million total revenue recorded in 2005.

Net loss for the fourth quarter of 2006 was $256.7 million, which
included non-cash items totaling $79.0 million of the net loss.
XM's net loss for the fourth quarter of 2005 was $268.3 million
which included charges of $25.3 million from the balance sheet
restructuring.

Full year net loss was $718.9 million, which included non-cash
items totaling $198.8 million of the net loss.  XM's net loss for
the full year 2005 was $666.7 million which included charges of
$27.6 million from the balance sheet restructuring.

At Dec. 31, 2006, XM's balance sheet showed total assets of
$1,840,618,000 and total liabilities of $2,238,498,000, resulting
in a stockholders' deficit of $397,880,000.

                   Balance Sheet Restructuring

In 2006, the company successfully completed a major
recapitalization by leveraging its improving credit profile to
transition to a largely unsecured capital structure, reducing
interest expense by refinancing the debt issued earlier in the
company's development, extending debt maturities and enhancing its
liquidity position.  In conjunction with the refinancing, the
company established a secured $250 million revolving credit
facility maturing in 2009 with a syndicate of blue chip banks and
increased the size of the credit facility with GM by $50 million
to $150 million.

Also in 2006, to further simplify the balance sheet, XM redeemed
all outstanding shares of Series B Convertible Preferred Stock,
converted all of its Series C Convertible Preferred Stock into
14.5 million Class A common shares, and incentivized the
conversion of $146.6 million aggregate fully accreted face amount
of 10% Senior Secured Discount Convertible notes by issuing
48.8 million shares of common stock.

In February 2007, the company entered into a sale-leaseback of the
transponders on the XM-4 satellite whereby the company received
$288.5 million of net proceeds of which $44 million was used to
retire outstanding mortgages.

                    Long-Term Agreements

2006 marked the first year that XM added more net new customers
through auto dealerships than at retail.  XM's recent ten-year
contract extensions with Toyota and Honda add to the momentum that
XM has in the new car market.

General Motors, the leading automotive provider of XM radios,
announced its plan to build more than 1.8 million vehicles with
factory-installed XM in 2007.  American Honda plans to equip more
than 650,000 vehicles with factory XM radios this year and Toyota
expects to produce more than one million vehicles with factory XM
radios annually by 2010.

                    New Satellite System

In December 2006, XM began broadcasting through its XM-4 satellite
manufactured by Boeing Satellite Systems International, Inc.  The
combination of "Rhythm," the XM-3 satellite launched in February
2005, and "Blues" provides a solid foundation to deliver a full
complement of digital broadcasts for at least the next 15 years.
"Rhythm" and "Blues" replace XM's original satellites "Rock" and
"Roll," which were launched in 2001 and will serve as in-orbit
spares for the near-term.

                      XM and Sirius Merger

XM Satellite Radio and Sirius Satellite Radio entered into a
definitive agreement, under which the companies will be combined
in a tax-free, all-stock merger of equals with a combined
enterprise value of approximately $13 billion, which includes net
debt of approximately $1.6 billion.  Under the terms of the
agreement, XM shareholders will receive a fixed exchange ratio of
4.6 shares of Sirius common stock for each share of XM they own.
XM and Sirius shareholders will each own approximately 50 percent
of the combined company.  The combination creates a nationwide
audio entertainment provider with combined 2006 revenues of
approximately $1.5 billion based on analysts' consensus estimates.
The transaction is subject to approval by both companies'
shareholders, the satisfaction of customary closing conditions and
regulatory review and approvals, including antitrust agencies and
the FCC.  Pending regulatory approval, the companies expect the
transaction to be completed by the end of 2007.

A full-text copy of the companies Form 10-K for the year ended
Dec. 31, 2006, is available for free at:

               http://ResearchArchives.com/t/s?1a9a

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/ -- is America's
number one satellite radio company with more than 7.6 million
subscribers.  Broadcasting live daily from studios in Washington,
DC, New York City, Chicago, the Country Music Hall of Fame in
Nashville, Toronto and Montreal, XM's 2007 lineup includes more
than 170 digital channels of choice from coast to coast:
commercial-free music, premier sports, news, talk radio, comedy,
children's and entertainment programming; and the most advanced
traffic and weather information.

                           *     *     *

XM Satellite Radio Holdings Inc. carries Standard & Poor's Long
Term Foreign Issuer Credit rating of 'CCC+' and Long Term Local
Issuer Credit rating of 'CCC+' effective Feb. 20, 2007.


* Huron Consulting Group Credit Agreement with LaSalle Bank
-----------------------------------------------------------
Huron Consulting Group has increased its existing credit facility
with a bank group led by LaSalle Bank, N.A., which also includes
JPMorgan Chase Bank, N.A., Fifth Third Bank, Bank of America,
N.A., and National City Bank.

"The increase in our line of credit provides us with the financial
flexibility to continue to expand our business and consider
selective acquisitions that can serve new and existing clients,"
Gary L. Burge, chief financial officer, Huron Consulting Group,
said.  "We are delighted to continue our strong relationship with
LaSalle Bank, JPMorgan Chase Bank, and Fifth Third Bank and we
look forward to working with Bank of America and National City
Bank."

The agreement, expiring in February 2012, is an unsecured
revolving credit facility and increases the company's line of
credit from $130 million to $175 million.  In addition, the new
agreement allows for an option to increase the line of credit up
to $225 million.

                  About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com/--  
helps clients effectively address complex challenges that arise in
litigation, disputes, investigations, regulatory compliance,
procurement, financial distress, and other sources of significant
conflict or change.  The company also helps clients deliver
superior customer and capital market performance through
integrated strategic, operational, and organizational change.
Huron provides services to a wide variety of both financially
sound and distressed organizations, including Fortune 500
companies, medium-sized businesses, leading academic institutions,
healthcare organizations, and the law firms that represent these
various organizations.


* Veteran Attorneys Form Litigation Firm Vincent & Moye, P.C.
-------------------------------------------------------------
A group of veteran attorneys from Dallas and Houston reported the
formation of Vincent & Moye, P.C., a commercial litigation firm
led by shareholders K. Mark Vincent and former Dallas State
District Judge Eric V. Moye.

In addition to its commercial litigation focus, the Dallas-based
firm plans to add lawyers with real estate and corporate expertise
to its existing roster of 12 attorneys in the coming year.

Joining Mr. Vincent and Mr. Moye as firm shareholders are Richard
G. Dafoe, Dawn Kahle Doherty, Scott E. Hayes, Jamison D. Newberg
and Chuck Serafino.

Former Dallas County Court-at-Law Presiding Judge Robert C.
Jenevein and R. Scott Wolfrom join the firm as members.  Mr.
Wolfrom will be based in Houston. Joining the firm as associates
are M. Brandon Waddell, Michael W. Massiatte and Leslie J.
Bollier.

The firm's attorneys represent business and individual clients in
a wide range of matters, including employment and contract
disputes, banking issues, school law, real estate litigation,
collections, creditors' rights, bankruptcy, Deceptive Trade
Practices Act claims, securities litigation, premises liability,
personal injury defense, and insurance coverage issues, among
others.

     Contact

     Vincent & Moye, P.C.
     2001 Bryan St., Suite 2000
     Dallas, TX 75201
     Telephone (214) 979-7400

Headquartered in Dallas, Texas, Vincent & Moye, P.C. --
http://www.vimolaw.com/-- is a commercial litigation firm with
offices in Dallas and Houston.  The firm's attorneys handle
litigation matters in State and Federal courts across the United
States on behalf of technology companies, school districts,
professional sports franchises, construction companies, banks,
real estate developers and insurance companies.


* BOOK REVIEW: Ocean Transportation
-----------------------------------
Author:     Carl E. McDowell and Helen M. Gibbs
Publisher:  Beard Books
Paperback:  492 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/189312245X/internetbankrupt


Carl E. McDowell and Helen M. Gibbs' Ocean Transportation gives a
unique historical perspective of the shipping industry in the
United States in the days following World War II.

When first published in 1954, it was the first comprehensive book
in two decades to discuss the principal aspects of ocean
transportation.

The book is primarily concerned with the techniques, practices,
and problems of private ship ownership and operation, focusing on
management from the point of view of the successful ship owner.

                             *********

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, Melanie C. Pador, 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 ***