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

            Friday, February 23, 2007, Vol. 11, No. 46

                             Headlines

ADVANCED MARKETING: Court Okays Sale of PGW's Distribution Rights
ADVANCED MARKETING: Panel Seeks Court Nod to Hire Traxi as Advisor
ADVANCED MULTI: Hires Schafer and Weiner as Bankruptcy Counsel
ADVANCED MULTI: Brings In Franklin Advisors as Financial Advisors
ADVANCED MULTI: Has Until Feb. 26 to File a Chapter 11 Plan

AGRARIO LLC: Case Summary & 51 Largest Unsecured Creditors
AMERICAN COLOR: Dec. 31 Balance Sheet Upside-Down by $241 Million
AMERICAN COLOR: Poor Performance Cues S&P's Junk Credit Rating
ANTHONY TUCKER: Case Summary & 13 Largest Unsecured Creditors
ASARCO LLC: Taps Battelle Memorial as Tri-State Consultant

ASARCO LLC: Taps Porter & Hedges as Independent Directors' Counsel
ASIA PREMIUM: December 31 Balance Sheet Upside-Down by $1 Million
B&G FOODS: Loan Add-on Cues S&P to Hold 'B+' Corp. Credit Rating
BANK OF AMERICA: S&P Affirms B- Rating on Class P Certificates
BIO-RAD LABS: Board Names Louis Drapeau as Director

BRIGHTPOINT INC: Inks Agreement to Purchase Daangaard Telecom
BRIGHTPOINT INC: Acquisition Spurs S&P's Negative Outlook
BUILDING MATERIALS: Moody's Junks Rating on $325MM 2nd Lien Notes
BUILDING MATERIALS: S&P Holds BB- Corporate Credit Rating
CARGO CONNECTION: Earns Close to $18 Million in Sales in 2006

CARL NORRIS: Case Summary & 20 Largest Unsecured Creditors
CARLETON OIL: Case Summary & 20 Largest Unsecured Creditors
CENTURION CDO: Moody's Lift Rating on $33 Mil. Debt to Ba1 from B3
CIFC FUNDING: S&P Rates $17 Million Class B-2L Certificates at BB
COLLECTORS ART: Begins Going-Out-of-Business Sale Today

COMPUTER SCIENCES: Asking Noteholders for One-Time Waiver
CREDIT SUISSE: S&P Puts Default Rating on 2002-10 Class I-B Certs.
CSC HOLDINGS: Senior Notes Offering Extended Until March 20
DAIMLERCHRYSLER: Volkswagen & Renault-Nissan Not Interested
DECRANE AIRCRAFT: S&P Holds Junk Rating on $150 Mil. Senior Loan

DELPHI CORP: Wants National Union to Provide Insurance Coverage
DELPHI CORP: Court Okays Bidding Procedures for Brake Hose Biz
DEQUINDRE HARAJLI: Case Summary & 8 Largest Unsecured Creditors
DOMTAR CORP: S&P Rates $1.55 Billion Credit Facilities at BB
DRISKILL INDUSTRIES P: Case Summary & Six Largest Unsec. Creditors

DYNCORP INT'L LLC: Earns $12.2 Million in Quarter Ended Dec. 29
EARTHSHELL CORP: Files Schedules of Assets and Liabilities
ELCOM INTERNATIONAL: Inks Separation Agreement with Paul Bogonis
EMI GROUP: Seeking Possible Alternatives to Warner Music's Offer
FIRST FRANKLIN: Moody's Eyes Downgrade on 5 Cert. Classes' Ratings

FLYI INC: Four Parties Want Court to Deny Confirmation of Plan
FLYI INC: Court Extends Removal Period to Plan's Effective Date
GENERAL MOTORS: Inks $1 Billion Global Networking Deal with AT&T
GLOBAL CROSSING: Completes $225 Million Senior Notes Offering
GRANITE BROADCASTING: Trustee Appoints Andrew Hruska as Examiner

GRANITE BROADCASTING: Court Sets March 27 Claims Bar Date
GROUNDHOG LANDSCAPING: Case Summary & 26 Largest Unsec. Creditors
HOLLY MARINE: Court Sets April 30 as Claims Bar Date
ICEWEB INC: Posts $611,780 Net Loss in First Fiscal Quarter 2007
INSIGHT HEALTH: Stock-for-Debt Swap Cues S&P's Neg. CreditWatch

IPC SYSTEMS: S&P Holds B+ Corporate Credit Rating & Neg. Outlook
JENMAR VISUAL: Case Summary & 18 Largest Unsecured Creditors
KLEENCO INC: Voluntary Chapter 11 Case Summary
LE-NATURE'S: Trustee Taps Reed Smith as Special IP Counsel
LEATHERWOOD RESORT: Case Summary & 7 Largest Unsecured Creditors

LEBARON DRYWALL: Case Summary & 20 Largest Unsecured Creditors
LEVEL 3: S&P Lifts Junk Corporate Credit Rating to B-
LIBERTY TAX: December 31 Balance Upside-Down by $104 Million
MADISON PARK: S&P Rates $21 Million Class E Notes at BB
MASTR SPECIALIZED: Moody's Eyes Downgrade on 'Ba1' Cert. Rating

MITCHELL INT'L: Inks Pact Selling Firm to Aurora Capital
MITCHELL INT'L: Buyout Cues S&P's Neg. Watch on B+ Credit Rating
MORGAN STANLEY: Moody's Puts on Review 2001-NC4 Class B-1 Certs.
MYLAN LABORATORIES: Moody's Holds Ba1 Corporate Family Rating
New York Racing: Section 341(a) Meeting Scheduled for Monday

NORTEL NETWORKS: Declares Preferred Share Dividends
PACIFIC LUMBER: Panel Wants Scopac's Use of Cash Collateral Denied
PACIFIC LUMBER: Scopac Can Employ Porter & Hedges as Counsel
PARK PLACE: Voluntary Chapter 11 Case Summary
PHILOSOPHY INC: S&P Places Corporate Credit Rating at B

RAILAMERICA TRANSPORTATION: Moody's Withdraws Low-B Ratings
REFCO INC: Refco LLC Trustee Pays Cure Amounts Totaling $38.3 Mil.
REFCO INC: Refco LLC Trustee Pays $9.6 MM in Exchange Memberships
RHODIA SA: Debt Tender Offer Expires March 1
RLM FLOORING: Eric Brunstad Comments on Impact of Marrama Decision

SAN JUAN CABLE: $100 Mil. PIK Issuances Cue S&P Negative Outlook
SASKATCHEWAN WHEAT: DBRS Reviews Low-B Ratings on Senior Notes
SHREVEPORT DOCTORS: Case Summary & 20 Largest Unsecured Creditors
SOLOMON DWEK: Agrees with Lenders to Convert Case to Chapter 11
SR TELECOM: Will Redeem 10% Secured Debentures on March 6

STRUCTURED ASSET: Moody's May Cut Ratings on Five Tranches of Loan
SUNRISE CDO: S&P Junks Class B Notes' Rating & Removes Neg. Watch
TOWER AUTOMOTIVE: Has Filed Preference and Avoidance Actions
TOWER AUTOMOTIVE: Wants to File Preference Actions Under Seal
TYRINGHAM HOLDINGS: Court Approves Amended Disclosure Statement

TYRINGHAM HOLDINGS: Confirmation Hearing Rescheduled to March 22
UP & TOP: Case Summary & Six Largest Unsecured Creditors
VISIPHOR CORP: Settles Small Debt & Going Concern Doubt Continues
WENDY'S INT'L: Inks $300 Million Purchase Agreement with Broker
WHOLE FOODS: Signs Definitive Merger Agreement with Wild Oats

WHOLE FOODS: Reports $1.9 Bil. Sales in Qtr. Ended Jan. 14, 2007
WOLDRICH HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
YUKOS OIL: Receiver to Auction Assets in Late March, Reports Say

* BOOK REVIEW: Life, Death and the Law: Law and Christian Morals
               in England and the United States

                             *********

ADVANCED MARKETING: Court Okays Sale of PGW's Distribution Rights
-----------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates
obtained authority from the United States Bankruptcy Court for the
District of Delaware to sell Publishers Group West Inc.'s rights
under its distribution agreements with various publishers to
Perseus Books LLC and Client Distribution Services Inc.

The Court also approved the Debtors' purchase agreement with
Perseus including the assumption and assignment of contracts to
CDS.

As reported in the Troubled Company Reporter on Feb. 13, 2007,  
National Book Network Inc. made a competing and superior bid to
purchase PGW's rights under its distribution agreements with
various publishers, as disclosed by Rich Publishing LLC in its
objection to the proposed sale to Perseus and CDI.  NBN offered to
pay 85 cents on the dollar for the claims of all PGW publishers,
Rich Publishing said.

As reported in the Troubled Company Reporter on Feb. 14, 2007,  
Amber-Allen Publishing Inc. disclosed that it will not enter into
a Publisher Agreement with Perseus.  Consequently, it asked the
Court to include these provisions in the order approving the sale
of PGW's rights under its distribution agreements to Perseus and
CDS:

    (a) The Amber-Allen Distribution Agreement is deemed rejected,
        effective immediately upon entry of the ruling granting
        the PGW Sale; and

    (b) Within five business days of entry of that Court ruling,
        PGW will cooperate with Amber-Allen to return Amber-
        Allen's books, and Amber-Allen will pay the reasonable
        freight and handling charges.

Judge Christopher S. Sontchi clarified in its order that nothing
will constitute an exercise of jurisdiction over an approval by
the Court of any of the Consenting Publisher Distribution
Agreements or the New Publisher Agreements other than to authorize
the Debtors to assume and assign the Assigned Contracts to CDS,
including the requirement of the execution of the Agreements.

Upon the closing of the PGW Sale, the Distribution Agreements of
all Consenting Publishers will be deemed assumed and assigned
subject to the terms of the Purchase Agreement and the Assignment
Agreement.  Upon the assumption and assignment, no payments made
to Consenting Publishers prepetition on account of obligations
due under the Assumed Contracts will be recoverable by, or for
the benefit of, the Debtors' estates under the Bankruptcy Code
including Sections 547 or 550.

"We are excited to move forward as quickly as possible to write
checks to PGW clients and to provide some certainty for PGW
employees," said David Steinberger, president and chief executive
of Perseus, The New York Times reported.

National Book Network Inc., which formally delivered its
competing bid to the Court on Feb. 14, 2007, offered to pay
85 cents on the dollar for the claims of all PGW publishers.

Perseus, on the other hand, offered 70 cents on the dollar
for the claims of all Consenting publishers.

Judge Sontchi said the consideration under the PGW Sale is fair
and reasonable and provides reasonably equivalent value in
exchange for the assets transferred.  The sale process was fair.
The competitive sales process was not stifled.  The price was
negotiated at arm's-length between commercially sophisticated
entities represented by counsel.  The price was not the product
of collusion or unfair or inequitable conduct and was the highest
price offered.

Perseus Books acted in good faith within the meaning of Section
363(m) of the Bankruptcy Code, Judge Sontchi added.

               Amber-Allen Contract Deemed Rejected

To address the objection filed by Amber-Allen Publishing, Inc.,
Judge Sontchi ruled that:

    (a) the marketing and distribution agreement between PGW and
        AAP will be deemed rejected and terminated effective upon
        closing of the PGW Sale;

    (b) PGW will cooperate with AAP to enable AAP to retrieve all
        Products in PGW's possession, custody or control within 15
        days after the closing of the PGW Sale with AAP paying all
        freight and handling charges for the retrieval;

    (c) upon the closing of the PGW Sale, AAP will be deemed to
        have waived any claim for damages arising out of the
        rejection of the AAP Agreement; and

    (d) notwithstanding the rejection and termination of the AAP
        Agreement, AAP will continue to accept returns of Products
        from PGW's trade accounts until the earlier of the
        effective date of any confirmed Plan in the Debtors'
        Chapter 11 cases, conversion to Chapter 7, or the date
        that is one year from the rejection and termination, and
        will credit the returns dollar for dollar against AAP's
        prepetition unsecured claim.

All objections to the Sale that were not previously withdrawn are
overruled.

A full-text copy of the Court-approved Purchase Agreement between
the Debtors and Perseus Books is available at no charge at:

                http://researcharchives.com/t/s?1a2d

                     About Advanced Marketing

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

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


ADVANCED MARKETING: Panel Seeks Court Nod to Hire Traxi as Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Advanced
Marketing Services Inc. and its debtor-affiliates' bankruptcy
cases has selected Traxi LLC to serve as its financial advisors
because of the firm's experience and knowledge.  The Committee
believes that Traxi is well qualified to represent it in the
Debtors' bankruptcy cases.

Accordingly, the Creditors Committee asks the United States Court
for the District of Delaware to approve Traxi's retention,
effective as of Jan. 12, 2007.

As the Creditors Committee's financial advisors, Traxi will:

    (a) provide financial analysis related to the proposed debtor-
        in-possession financing motion and other first day
        motions, including assistance in negotiations, attendance
        at hearings, and testimony;

    (b) review all financial information prepared by the Debtors
        or its consultants as requested by the Committee,
        including a review of the Debtors' financial statements as
        of the Petition Date showing in detail all assets and
        liabilities and priority and secured creditors;

    (c) monitor the Debtors' activities regarding cash
        expenditures, receivable collections, asset sales and
        projected cash requirements;

    (d) attend at meetings including the Committee, the Debtors,
        creditors, their attorneys and consultants, federal and
        state authorities, if required;

    (e) review the Debtors' periodic operating and cash flow
        statements;

    (f) review the Debtors' books and records for intercompany
        transactions, related party transactions, potential
        preferences, fraudulent conveyances and other potential
        prepetition investigations;

    (g) investigate any prepetition acts, conduct, property,
        liabilities and financial condition of the Debtors, their
        management, creditors including the operation of their
        business, and as appropriate, avoidance actions;

    (h) review any business plans prepared by the Debtors or their
        consultants;

    (i) review and analyze proposed transactions for which the
        Debtors seek Court approval;

    (j) assist in the Debtors' sale process, collectively or in
        segments, parts or other delineations, if any;

    (k) assist the Committee in developing, evaluating,
        structuring and negotiating the terms and conditions of
        all potential plans of reorganization;

    (l) estimate the value of the securities, if any, that may be
        issued to unsecured creditors under any the Plan;

    (m) provide expert testimony on the results of the Committee's
        findings;

    (n) analyze potential divestitures of the Debtors' operations;

    (o) assist the Committee in developing alternative Plans,
        including contacting potential Plan sponsors if
        appropriate; and

    (p) provide the Committee with other and further financial
        advisory services with respect to the Debtors, including
        valuation, general restructuring and advice with respect
        to financial, business and economic issues, as may arise
        during the course of the restructuring as requested by the
        Committee.

Traxi will be paid on an hourly basis, plus reimbursement of the
actual and necessary expenses that Traxi incurs in accordance
with the ordinary and customary rates, which are in effect on the
date the services are rendered, William Sinnott of Random House,
the Committee Chairperson, says.

Traxi's hourly rates are:

        Professional                      Hourly Rate
        ------------                      -----------
        Partners/Managing Directors       $450 - $525
        Managers/Directors                $275 - $425
        Associate/Analysts                $125 - $275

According to Mr. Sinnott, the charges set forth are based on
actual time charges on an hourly basis and based on the
experience and expertise of the professional involved.  The
hourly rates set forth are subject to periodic adjustments to
reflect economic and other conditions.

Anthony J. Pacchia, senior managing director and unit holder at
Traxi, assures the Court that Traxi represents no other entity in
connection with the Debtors' bankruptcy cases, is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, and does not hold or represent any
interest adverse to the Creditors Committee with respect to the
matters on which it is to be employed.

                     About Advanced Marketing

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

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


ADVANCED MULTI: Hires Schafer and Weiner as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Advanced Multi Product Group Inc. to hire Schafer and
Weiner PLLC as its counsel.

The firm will represent and assist the Debtor in all facets of the
reorganization.

The firm's professionals and their hourly rates are:

   Arnold Schafer         $420
   Daniel J. Weiner       $395
   Michael E. Baum        $390
   Howard Borin           $295
   Jason W. Bank          $290
   Daniel V. Smith        $220
   Leon Mayer             $195
   Joseph K. Grekin       $250
   Michael R. Wernette    $250
   Kenneth Beams          $190
   Ryan Heilman           $245
   Kim K. Hillary         $170
   Todd Schafer           $140
   Tracy Porter           $135
   Nancy Mack (LA)        $110

The firm received a $17,539 retainer.

Arnold Schafer, Esq., assures the Court that neither he nor any
other member in his firm represents an interest adverse to the
Debtor's estate, and all members of his firm are "disinterested
persons" within the meaning of Section 101(14) of the United
States Bankruptcy Code.

Headquartered in Auburn Hills, Michigan, Advanced Multi Product
Group Inc. manufactures plastic and metal parts for motor
vehicles.  The company filed for chapter 11 protection on
Jan. 22, 2007 (Bankr. E.D. Mich. Case No. 07-41267).  Franklin
Advisors serves as the Debtor's financial advisor.  When the
Debtor filed for protection from its creditors, it listed
$27,482,516 in total assets and $14,915,282 in total debts.


ADVANCED MULTI: Brings In Franklin Advisors as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
permitted Advanced Multi Product Group Inc. to hire Franklin
Advisors as its financial advisors and accountants.

The Debtor expects the firm to:

   (a) negotiate or discuss with lenders concerning a potential
       restructuring or refinancing of the Debtor's debt;

   (b) assist the Debtor in maintaining positive relations with
       its employees and customers;

   (c) analyze the Debtor's day-to-day operations, including its
       cash flow, budgets, revenues, sales, and costs, etc.;

   (d) evaluate and make recommendations regarding the Debtor's
       business plan;

   (e) assist with the preparation of various financial
       documentation or data in connection with the
       reorganization or restructuring, including cash
       collateral, monthly financial statements, payroll tax
       returns, year-end tax returns, and financial statements;

   (f) attend court hearings regarding cash collateral,
       confirmation and other matters; and

   (g) formulate a plan.

Franklin Advisors is also authorized to perform duties typically
undertaken by chief operating officers.  Specifically, the firm
will:

   (1) prepare budgets and other similar materials;

   (2) supervise and be responsible for cash, cash flow and
       financing activities;

   (3) supervise and be responsible for disbursements;

   (4) respond to requests for information from the Official
       Committee of Unsecured Creditors; the U.S. Trustee; or
       Rockland Business Credit LLC, the Debtors' secured
       creditor; and the Internal Revenue Service; and

   (5) ensure compliance with the rules and procedures, which
       apply to Chapter 11 debtors including the preparation and
       filing of all reports with the Bankruptcy Court.
   
Louis Glazier at Franklin Advisors assured the Court that his firm
does not hold or represent any interest adverse to the Debtor or
to its estate with respect to the services for which the firm will
render.

Headquartered in Auburn Hills, Michigan, Advanced Multi Product
Group Inc. manufactures plastic and metal parts for motor
vehicles.  The company filed for chapter 11 protection on
Jan. 22, 2007 (Bankr. E.D. Mich. Case No. 07-41267).  Arnold S.
Schafer, Esq., Jason W. Bank, Esq., Leon N. Mayer, Esq., and
Michael E. Baum, Esq., at Schafer and Weiner, PLLC, represent the
Debtor.  When the Debtor filed for protection from its creditors,
it listed $27,482,516 in total assets and $14,915,282 in total
debts.


ADVANCED MULTI: Has Until Feb. 26 to File a Chapter 11 Plan
-----------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan gave Advanced Multi Product Group
Inc. until Feb. 26, 2007, to file and serve a plan of
reorganization.  If the Debtor fails to meet this deadline, the
case may be dismissed or converted to chapter 7.

The deadline to file objections to confirmation of the plan is
March 26, 2007.

The Confirmation Hearing will be held on March 28, 2007, at
11:00 a.m., in Room 1925 at 211 W. Fort Street, Detroit, Michigan.

The Debtor had asked the Court to waive the filing of a disclosure
statement and the solicitation of votes for or against the Plan.  
Rockland Business Credit LLC, the Debtor's primary lender
supported the Debtor's request.

                      Chapter 11 Plan

The Debtor expects to file a plan approved by its lender very
soon.  The Debtor's plan of reorganization will, among other
things:

   (a) approve a sale or an orderly liquidation of the Debtor's
       assets;

   (b) pay creditors in their order of priority;

   (c) pay and retain nothing for equity;

The Plan will provide for an impaired treatment of Rockland's
claim.  Rockland asserts a claim for more than $8 million.
The Debtor contends that with this impaired acceptance, the Plan
is confirmable under Section 1129(b) of the Bankruptcy Code even
if all remaining classes of creditors vote to reject the Plan.

So there's no need to waste money preparing a disclosure
statement, obtaining its approval and mailing the disclosure
statement to all creditors and parties-in-interest, the Debtor
asserted.

The Debtor pointed out that the plan confirmation process must be
expedited because interest is accruing rapidly on its debt to
Rockland and every passing day will cause further deterioration in
the Debtor's ability to provide a dividend to unsecured creditors.

The Internal Revenue Service, who filed a lien against the
Debtor's assets prior to the Petition Date, is presumed to reject
the Plan.

Headquartered in Auburn Hills, Michigan, Advanced Multi Product
Group Inc. manufactures plastic and metal parts for motor
vehicles.  The company filed for chapter 11 protection on
Jan. 22, 2007 (Bankr. E.D. Mich. Case No. 07-41267).  Arnold S.
Schafer, Esq., Jason W. Bank, Esq., Leon N. Mayer, Esq., and
Michael E. Baum, Esq., at Schafer and Weiner, PLLC, represent the
Debtor.  Franklin Advisors serves as the Debtor's financial
advisor.  When the Debtor filed for protection from its creditors,
it listed $27,482,516 in total assets and $14,915,282 in total
debts.


AGRARIO LLC: Case Summary & 51 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Agrario, L.L.C.
             aka Agrario's
             311 S. Patton
             Springfield, MO 65806

Bankruptcy Case No.: 07-60085

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Bodega, L.L.C.                             07-60086
      Larry Conn Burrell & Yong Pong Burrell     07-60094

Type of Business: The Debtors operate Aussie Jack's Steakhouse
                  and The Patton Alley Pub.

Chapter 11 Petition Date: January 23, 2007

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtors' Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
Agrario, L.L.C.            $1 Million to      $100,000 to
                           $10 Million        $1 Million

Bodega, L.L.C.             $100,000 to        $100,000 to
                           $1 Million         $1 Million

Larry Conn Burrell and     $100,000 to        $100,000 to
Yong Pong Burrell          $1 Million         $1 Million

A. Agrario, L.L.C.'s 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Advance Me                       Open account           $36,799
600 Townpark Lane, Suite 500
Kennesaw, GA 30144

Eric and Julie Zackrison         Loan                   $35,000
c/o 311 S. Patton
Springfield, MO 65806

Paul and Lil Olive               Loan                   $29,000
1549 E. Farm Road 48
Springfield, MO 65803

Scott Tillman                    Loan                   $28,500
314 S. Campbell
Springfield, MO 65809

At Your Service                  Open account           $20,000
311 S. Patton
Springfield, MO 65806

Diana L. McCormick               Loan                    $4,461
3601 Fawn Trail
Joplin MO 64804

A Bommarito                      Open account            $3,810
2827 S. Brentwood Boulevard
St. Louis, MO 63144

U.S. Foods                       Open account            $3,458
502 S. Carty Street
Salem, MO 65560

Glazer                           Open account            $3,282
2810 N. LeCompte
Springfield, MO 65803

Major Brands                     Open account            $2,807
P.O. Box 86
Springfield, MO 65803

Benvico                          Open account            $1,314
1268 S. Jones Spring Lane
Springfield, MO 65809

Premier Valet                    Open account            $1,251
4704 Shrewbury Avenue
St. Louis, MO 63119

Golden Barrel                    Open account            $1,151
1501 I-70 Complex Court
Columbia, MO 65201

Pinnacle Imports LLC             Open account            $1,068
6300 Knox Industrial Dr
St. Louis, MO 63139

Chamber of Commerce              Open account              $765
202 S. John Q Hammons Parkway
Springfield, MO 65806

B. Bodega, L.L.C.'s 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Paul and Lil Olive               Loan                   $29,000
1549 E. Farm Road 48
Springfield, MO 65803

Advance Me                       Open account           $26,884
600 Townpark Lane, Suite 500
Kennesaw, GA 30144

At Your Service                  Open account           $15,000
311 S. Patton
Springfield, MO 65806

Eric and Julie Zackrison         Loan                   $14,000
c/o 311 S. Patton
Springfield, MO 65806

Agrario LLC                      Rent                    $6,500
c/o Eric Zackrison
311 S. Patton
Springfield, MO 65806

Diana L. McCormick               Loan                    $5,539
3801 Fawn Trail
Joplin, MO 65804

Major Brands                     Open account            $4,546
P.O. Box 86
Springfield, MO 65803

Glazer                           Open account            $4,166
2810 N. LeCompte
Springfield, MO 65803

Arctic                           Open account            $1,776
1501 S. Enterprise
Springfield, MO 65804

Benvico                          Open account            $1,134
1268 S. Jones Spring Lane
Springfield, MO 65809

The Beer Company                 Open account            $1,133
2860 S. Austin
Springfield, MO 65807

Premium Beverage                 Open account              $990
2855 S. Austin Road
Springfield, MO 65806

BMI General Licensing            Open account              $451
P.O. Box 406741
Atlanta, GA 30384-6741

Seasac                           Open account              $382
P.O. Box 90013
Raleigh, NC 27675-9013

Wil Fischer Distributing         Open account              $363
3529 W. Farm Road 142
Springfield, MO 65807

ASCAP                            Open account              $219
21678 Network Place
Chicago, IL 60673-1216

C. Larry Conn Burrell & Yong Pong Burrell's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Natural Resources Inc.           Judgment               $33,888
dba Elliott/McDonald Outdoor
P.O. Box 1481
Lake Ozark, MO 65049

American Express U.S.            Credit card            $30,818
c/o NCO Financial
P.O. Box 15773
Wilmington, DE 19850-5773

Office of Attorney General       Debt of old            $26,990
State of Ohio                    business
25651 Detroit Rd, Suite 203
Westlake, OH 44145

American Express Business        Judgment               $18,061
Finance & Key Equipment Finance
c/o Bradshaw Steele Law Firm
P.O. Box 1300
Cape Girardeau, MO 63702-1300

Banta Foods, Inc.                Judgment               $15,925
c/o Carnahan Evans Law Firm
P.O. Box 10009
Springfield, MO 65808-0009

City of St. Robert               Utilities               $9,299
c/o St. Robert City Attorney
194 Eastlawn Avenue, Suite A
St. Robert, Mo 65584

Department of Taxation           Old business debt       $8,435
c/o Special Counsel
State of Ohio
1300 E 9th, 14th Floor
Cleveland, OH 44114-1503

Melissa Benavidez                Settlement              $7,500
c/o U.S. EEOC                    agreement
1222 Spruce Street, Room 8.100
St. Louis, MO 63013

PFG-Middendorf                   Judgment                $6,347
c/o Kramer and Frank
9300 Dielman Ind. Drive
St. Louis, MO 63132-2205

Chase Bank USA                   Credit card             $6,257
c/o Phillips Cohen Associates
258 Chapman Road, Suite 205
Newark, DE 19702

Springfield Grocer               Services                $6,112
c/o Evans and Green-Attorneys
P.O. Box 10545
Springfield, MO 65808-0545

Annette Waters                   Settlement              $6,000
c/o U.S. EEOC                    agreement
1222 Spruce Street, Room 8.100
St. Louis, MO 63013

Berlin Wheeler Inc.              Medical                 $5,378
711 W. McCarty Street
Jefferson City, MO 65101

U.S. Bank                        Credit card             $5,108
c/o Client Services Inc
3451 Harry Truman Boulevard
St. Charles, MO 63301-3236

W. Gary Drover-Attorney          Services                $4,310
22 Camden Court
P.O. Box 198
Camden, MO 65020

Discover Card                    Credit card             $4,018
P.O. Box 30395
Salt Lake City, UT 84130-0395

Coral Reef Seafood LLC           Services                $3,473
c/o All Cal Collection
P.O. Box 10856
Bakersfield, CA 93389-0856

Grellner Sales and Service       Services                $2,609
13210 Dillon Outer Road
Rolla, MO 65401

American Express Travel          Credit card             $1,872
Related Service
c/o Nationwide Credit
P.O. Box 740640
Atlanta, GA 30374-0640

Williams Robinson Law Firm       Services                $1,867
901 North Pine, 4th floor
P.O. Box 47
Rolla, MO 65402


AMERICAN COLOR: Dec. 31 Balance Sheet Upside-Down by $241 Million
-----------------------------------------------------------------
American Color Graphics Inc. and its parent, ACG Holdings Inc.,
reported financial results for the third fiscal quarter and the
nine months ended December 31, 2006.

The company reported revenues of $120.1 million for the quarter
and $341.7 million for the nine-month period ended December 31,
2006 versus revenues of $118.7 million and $332.5 million in the
comparable periods of the prior year.

For the three months ended Dec. 31, 2006, the company incurred a
net loss of $4,454,000 compared to a $2,252,000 net income for the
three months ended Dec. 31, 2005.

For the nine months ended Dec. 31, 2006, the company reported a
net loss of $12,170,000 compared to a $4,336,000 net loss for the
comparable period in 2005.

At Dec. 31, 2006, the company's balance sheet showed $233,932,000
in total assets and $475,925,000 in total liabilities, resulting
in a stockholders' deficit of $241,993,000.  At March 31, 2006,
the company had a $229,732,000 deficit.

Stephen M. Dyott, Chairman and Chief Executive Officer of American
Color Graphics, Inc. stated, "Our third fiscal quarter results
were disappointing.  Our print operations were negatively impacted
by production problems at one of our plants, which in turn had a
negative impact at certain other facilities.  In addition, our
results were negatively impacted by expense associated with the
start up of a newspaper service facility.  Pure pricing in our
print operations during our third quarter was down slightly.  We
continue to believe that our industry suffers from modest excess
capacity.  Our premedia operations continue to be weak due to
reduced volume.  We continue to believe we have the best suite of
premedia services available in our industry, and we are working
hard to improve our premedia sales.  Our corporate expenses were
higher than last year due largely to spending on two lawsuits in
which we are the plaintiff."

The company ended the third fiscal quarter with net debt of
$351.9 million versus a comparable position of $319.2 million at
the end of Fiscal Year 2006, representing an increase in debt of
$32.7 million during the nine-month period.

In addition to the $31.4 million of reported EBITDA, other sources
and uses of cash during the nine-month period included:

    (1) interest payments of $33.6 million, including interest
        payments on the Notes of $28.0 million,

    (2) cash capital expenditures of $9.2 million,

    (3) pension contributions of $4.9 million,

    (4) debt issuance costs of $2.9 million,

    (5) cash restructuring payments of $1.1 million,

    (6) cash taxes of $0.2 million and

    (7) working capital and other balance sheet net cash uses of
        $12.2 million.

At December 31, 2006, the Company had additional borrowing
capacity of $35.1 million under its two bank credit facilities:

    * $6.9 million under the 2005 Revolving Credit Facility; and

    * $28.2 million under the Receivables Facility (including
      $1.0 million based on receivables purchased from Graphics at
      Dec. 31, 2006 and an additional $27.2 million if Graphics
      Finance had purchased from Graphics all other eligible
      receivables at December 31, 2006).


On Dec 31, 2006, the company had borrowings outstanding under its
2005 Revolving Credit Facility of $25.4 million and letters of
credit outstanding of $22.7 million, resulting in the additional
borrowing capacity under this facility of $6.9 million.

The Company had borrowings outstanding under the Receivables
Facility of $5.1 million at Dec. 31, 2006.

At Dec. 31, 2006, the Company was in compliance with the covenant
requirements set forth in the 2005 Credit Agreement and the
Receivables Facility.

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

                http://ResearchArchives.com/t/s?1a34

Headquartered in Brentwood, Tenn., American Color Graphics, Inc.
-- http://www.americancolor.com/-- is engaged in printing of  
advertising inserts and newspaper products in the United States.
The company is a wholly owned subsidiary of ACG Holdings, Inc.

The company operates in two segments: print and premedia services.
Customers for its print services include approximately 230
national and regional retailers and approximately 155 newspapers.
The premedia services segment provides its customers with a
solution for the preparation and management of materials for
printing, including the design, creation and capture;
manipulation; storage; transmission, and distribution of images.


AMERICAN COLOR: Poor Performance Cues S&P's Junk Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Brentwood, Tennessee-based American Color Graphics Inc.  The
corporate credit rating was lowered to 'CCC' from 'CCC+'.  The
rating outlook is negative.

"The rating action follows the company's earnings announcement for
the third quarter ended Dec. 31, 2006, in which operating
performance suffered due to continued negative pricing trends and
operational challenges associated with a specific printing plant,"
said Standard & Poor's credit analyst Guido DeAscanis.

"In addition to indications pointing toward the plant troubles
continuing through at least the following quarter, we also do not
anticipate meaningful improvement in the pricing environment over
the near-to-intermediate term.  As a result, ACG's liquidity
position is expected to continue to weaken during the company's
fiscal years ending March 31, 2007 and 2008."

In September 2006, ACG initiated a revolving accounts receivable
facility, which provides the company with an additional source of
financing for up to $35 million.  About $28 million was available
under this facility as of Dec. 31, 2006.  

Standard & Poor's expect this source of liquidity to gradually
erode during the next several quarters as the company funds
operating needs, and makes interest payments under its second-lien
senior notes.

The 'CCC' rating reflects the company's weak liquidity position
and high debt leverage, the intensely competitive market
conditions in the retail advertising insert segment of the print
industry, and the expectation that these market conditions will
continue over the near-to-intermediate term.

During the nine months ended Dec. 31, 2006, ACG reported revenue
growth of 2.8%, but EBITDA declined approximately 10%, to $31.4
million.  Notwithstanding the favorable impact of changes in
customer and product mix, margin pressure continued to stem from
competitive pricing pressures.  In addition, due to difficulties
at one of its production plants during the third quarter, the
company was forced to outsource a meaningful portion of volumes,
which resulted in higher costs. Selling, general, and
administrative costs remained fairly stable as a percentage of
sales during the period.  Debt leverage, as measured by adjusted
total debt to EBITDA, remained weak, at more than 9x for the 12
months ended Dec. 31, 2006, while EBITDA coverage of interest
expense was less than 1x.


ANTHONY TUCKER: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Anthony Tucker
        617 4th Street Northeast
        Washington, DC 20002

Bankruptcy Case No.: 07-50478

Chapter 11 Petition Date: January 24, 2007

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Matthew J. Thompson, Esq.
                  Nobile, Needleman & Thompson
                  4511 Cemetery Road, Suite B
                  Hilliard, OH 43026
                  Tel: (614) 529-8600
                  Fax: (614) 529-8656

Total Assets: $1,177,020

Total Debts:  $1,103,064

Debtor's 13 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Annatta Anthony                             $76,000
Suite 100
4149 Maystar Way
Hilliard, OH 43026-3012

Fremont Investment and Loan                 $54,000
3110 East Guasti Road                      Secured:
Suite 500                                   $27,000
Ontario, CA 91761

Fremont Investment & Loan                   $52,000
P.O. Box 34078                             Secured:
Fullerton, CA 92834-34078                   $27,000

U.S. Department of Education                 $9,771

Bank of America                             $24,598
                                           Secured:
                                            $16,000

Chester, Wilcox & Saxbe                      $4,400

Columbia Gas                                 $2,500

Ace Cash Express, Inc.                       $1,850

Capital One                                  $2,653

Sprint PCS                                   $1,257

Direct Merchants Bank                        $1,000

G.E. Money Bank                                $952

City of Columbus - Water & Sewer               $500


ASARCO LLC: Taps Battelle Memorial as Tri-State Consultant
----------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask permission from the
Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas to employ Battelle Memorial Institute,
Columbus Operations, to provide consultation, estimation, and
allocation of the Debtors' environmental liabilities.

ASARCO LLC had employed LECG LLC to serve as testifying expert in
connection with the estimation and allocation of the company's
environmental liabilities.  Some of the environmental claims to be
estimated relate to Superfund sites in Jasper County, Missouri,
Tar Creek, Oklahoma, Newton County, Missouri, and Cherokee County,
Kansas.  These areas are also known as the Tri-State Sites.

LECG performs work related to the Tri-States Sites for other
clients, and therefore is limited in the service it may provide
to ASARCO in connection with the environmental claims relating to
those Sites, Tony M. Davis, Esq., at Kirkland & Ellis LLP, in New
York, tells the Court.  Thus, ASARCO needs to employ another
consultant who will perform the work in connection with the
estimation and allocation of the environmental claims relating to
the Tri-States Sites that LECG is unable to perform.

Accordingly, ASARCO and Battelle Memorial entered into an
agreement for Battelle to provide the Tri-State services.  
Pursuant to the Agreement, ASARCO will pay Battelle in its
customary rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Vice President and Director             $325
      Director I                              $300
      Principal Consultant I                  $275
      Principal Consultant II                 $250
      Senior Consultant II                    $225
      Senior Consultant I                     $200
      Consultant II                           $175
      Consultant I                            $150
      Associate II                            $125
      Associate I                             $100

ASARCO will also reimburse Battelle for any necessary and
reasonable out-of-pocket expenses it incurs.

LaDonna F. James, a contracting officer of Battelle Memorial
Institute, assures the Court that his firm does not represent any
interest adverse to ASARCO and its estate, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on April 6,
2007.  (ASARCO Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


ASARCO LLC: Taps Porter & Hedges as Independent Directors' Counsel
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask authority from the
Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas to employ Porter & Hedges LLP as the
Independent Directors' independent counsel, nunc pro tunc to
Dec. 1, 2006.

The Debtors' December 2005 Corporate Governance Stipulation
provided for the appointment of two members of the Board of
Directors independent of ASARCO LLC's sole member.  It also
provided for the implementation of controls and amendments to the
Limited Liability Agreement to assure the independence of ASARCO's
Board from the interests of its direct parent, Asarco
Incorporated, and its indirect parent companies, Americas Mining
Corporation and Grupo Mexico, S.A. de C.V.

The LLC Agreement authorizes the Independent Directors to hire
independent counsel and advisors to ensure that they properly
fulfill their responsibilities.

Recently, ASARCO filed an adversary proceeding seeking a
declaration that it is the owner of a tax refund, a motion
seeking to reject the tax sharing agreement and a motion seeking
approval of a proposed tax protocol agreement with Asarco Inc.

ASARCO has also filed a fraudulent transfer complaint against AMC
and Grupo Mexico to recover its ownership interest in Southern
Copper Corporation.

All of the issues raised by the pleadings and proceedings dictate
the necessity for the Independent Directors to hire separate,
independent counsel, Jack L. Kinzie, Esq., at Baker Botts L.L.P.,
in Dallas, Texas, contends.

Porter & Hedges will assist the Independent Directors in
fulfilling its responsibilities and advise it, as needed, in
connection with the issues affecting ASARCO's relationship vis-a-
vis its parents.  Porter & Hedges may also represent the
Independent Directors before the Court in any legal or
administrative matters related to the roles and services of the
Independent Directors.

David R. Jones, Esq., a partner at Porter & Hedges, will take the
lead as counsel to the Independent Directors.  ASARCO will pay
Mr. Jones $440 per hour and will reimburse him for any necessary
out-of-pocket expenses.

Mr. Jones assures the Court that his firm does not represent any
interest adverse to the Independent Directors, ASARCO and its
estate, and is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Jones discloses that he has previously represented H. Malcolm
Lovett, Jr., one of the Independent Directors, in connection with
his employment with ASARCO.  Mr. Jones says ASARCO has paid Mr.
Lovett for the fees and expenses it paid to Porter & Hedges in
connection with that representation.  Mr. Jones adds that he has
represented Mr. Lovett in other matters unrelated to ASARCO's
bankruptcy case.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on April 6,
2007.  (ASARCO Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


ASIA PREMIUM: December 31 Balance Sheet Upside-Down by $1 Million
-----------------------------------------------------------------
Asia Premium Television Group Inc. filed its fourth quarter
financial statements for the three months ended Dec 31, 2006,
with the Securities and Exchange Commission on Feb. 14, 2007.

The company reported a $1,400,925 net income on $14,857,672 of
revenues for the three months ended Dec. 31, 2006, compared with
$31,434 net loss on $16,243,541 of revenues in the comparable
period of 2005.

At Dec. 31, 2006, the company's balance sheet showed $13,769,868
in total assets and $14,853,193 in total liabilities resulting in
$1,083,325 stockholders' deficit.

The company's December 31 balance sheet also showed strained
liquidity with $12,792,485 in total current assets available to
pay $14,853,193 in total current liabilities.

                        Going Concern Doubt

At Sept. 30, 2006, the company had a working capital deficiency of
$3,470,665.  The company's management expressed substantial doubt
about the company's ability to continue as a going concern due to
liquidity problems.  However, management believes the going
concern is mitigated because of these factors:

   a) convertible notes payable in the amount of  $4,000,000 is
      included in current liabilities but the note is held by a
      significant shareholder and will be repaid by conversion
      into common stock;

   b) the company has shown a net profit in each of the two most
      recent fiscal years and expects the trend to continue; and

   c) the company has generated positive cash flows in each of the
      two most recent fiscal years and expects the trend to
      continue.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1a30

Asia Premium Television Group, Inc., provides marketing, brand
management, advertising, media planning, public relations and
direct marketing services to clients in the People's Republic of
China.  The Company's primary operating activities are Publishing
advertisements as agents for clients; Media consulting services;
and Advertising production.


B&G FOODS: Loan Add-on Cues S&P to Hold 'B+' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on B&G Foods Inc.'s proposed senior secured credit
facilities, following the report that the company will increase
the term loan C facility by $5 million.  Pro forma for the
increased add-on portion, the facilities will total $230 million.
The secured loan rating is 'B+' and the recovery rating is '1',
indicating the expectation for full recovery of principal in the
event of a payment default.

Net proceeds from the bank loan will be used to finance the
$200 million purchase of the Cream of Wheat and Cream of Rice
brands from Kraft Food Global Inc. and refinance existing
indebtedness. Ratings on B&G's existing $50 million credit
facility will be withdrawn upon completion of the refinancing.

Ratings List:

   * B&G Foods Inc.

      -- Corporate Credit Rating, B/Stable/
      -- $255 Million Senior Secured Credit Facility at B+;
         Recovery Rating 1


BANK OF AMERICA: S&P Affirms B- Rating on Class P Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from Bank
of America N.A.-First Union National Bank Commercial Mortgage
Trust's series 2001-3.  Concurrently, the ratings on 17 classes
from this transaction were affirmed.

The upgrades of the senior certificates reflect $167.8 million in
loans for which the collateral has been defeased, while the
affirmed ratings reflect credit enhancement levels that provide
adequate support through various stress scenarios.

As of the Feb. 12, 2007, remittance report, the trust collateral
consisted of 129 mortgage loans with an aggregate principal
balance of $961.8 million, compared with 140 loans totaling
$1.14 billion at issuance.  The master servicer, Wachovia Bank
N.A., reported primarily year-end 2005 or nine-months ended
September 2006 financial information for 98% of the pool, which
excludes loans for which the collateral is defeased.  Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 1.42x, compared with 1.34x at issuance.
All of the loans in the pool are current, and no loans are with
the special servicer.  To date, the trust has experienced four
losses totaling $14.9 million.

The top 10 real estate exposures have an aggregate outstanding
balance of $262.5 million and a weighted average DSC of 1.36x,
compared with 1.38x at issuance.  However, the DSC levels for four
of the top 10 loans are significantly below issuance levels, and
two of those loans are on the master servicer's watchlist, as
discussed below.  The third-largest exposure One Peachtree Pointe,
is not on the watchlist, but its DSC and occupancy levels have
weakened since issuance.  The borrower for the 158,250-sq.-ft.
office building in Atlanta, Georgia, reported a DSC of 1.05x and
occupancy of 80% as of September 2006.  

Standard & Poor's reviewed the property inspection reports
provided by Wachovia for the assets backing the top 10 loans, and
all were reported to be in "good" or "excellent" condition.

The master servicer's watchlist includes 17 loans totaling
$145.4 million.  Two of the top 10 loans are on the watchlist and
represent approximately 33% of the loans on the watchlist.

Details of these loans are as follows:

     -- Eight multifamily apartment complexes totaling 1,744 units
        in Texas, North Carolina, and Virginia secure the largest
        exposure in the pool, the Cornerstone portfolio.  The
        combined DSC was 1.17x as of September 2006, down from
        1.42x at issuance, and combined occupancy was 94% in
        2006.  Three of the eight cross-collateralized, cross-
        defaulted loans that make up the Cornerstone portfolio are
        on the watchlist because of DSC levels below 1.05x, which
        are attributable to rent concessions and rising operating
        expenses.  All three of the properties maintained
        occupancy levels in the mid-90% area in 2006.  The three
        loans on the watchlist represent $25.3 million (3%) of the
        aggregate loan balance.

     -- The RCA-Fountains at Smoke Ranch, the sixth-largest
        exposure, has a current balance of $22.8 million (2%) and
        is secured by a 464-unit multifamily apartment complex in
        Las Vegas, Nevada.  The loan was placed on the watchlist
        due to low DSC of 1.05x at year-end 2005, which was
        attributed to low occupancy of 79% at the end of 2004 and
        high tenant payment delinquency.

According to the master servicer, the hiring of a new property
manager has improved rental collection rates and occupancy, which
had increased to 92% as of April 2006.

Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those on the watchlist or
otherwise considered credit-impaired.  The resultant credit
enhancement levels adequately support the raised and affirmed
ratings.
      
                          Ratings Raised
     
                        Bank of America N.A.
                     First Union National Bank
                     Commercial Mortgage Trust

                  Commercial Mortgage Pass-Through
                    Certificates Series 2001-3
   
                         Rating
                         ------
          Class      To           From   Credit enhancement
          -----      --           ----   ------------------
          F          AA+          AA          13.73%
          G          AA-          A+          11.95%

                         Ratings Affirmed
    
                       Bank of America N.A.
                    First Union National Bank
                    Commercial Mortgage Trust

                Commercial Mortgage Pass-Through
                   Certificates Series 2001-3
    
            Class           Rating   Credit enhancement
            -----           ------   ------------------
            A-1             AAA           25.00%
            A-2             AAA           25.00%
            A-2F            AAA           25.00%
            B               AAA           20.55%
            C               AAA           18.77%
            D               AAA           16.99%
            E               AAA           15.51%
            H               A             10.47%
            J               BBB+           8.99%
            K               BBB-           5.88%
            L               BB+            4.99%
            M               BB             4.10%
            N               B+             2.62%
            O               B              2.02%
            P               B-             1.43%
            XC              AAA            N/A
            XP              AAA            N/A

                        N/A -- Not applicable.


BIO-RAD LABS: Board Names Louis Drapeau as Director
---------------------------------------------------
The Board of Directors of Bio-Rad Laboratories appointed Louis
Drapeau as director.  Mr. Drapeau will replace Philip L. Padou.

Mr. Drapeau will serve as a member of the Board's audit committee
and will stand for election to the Board along with the Company's
other directors at the Company's annual meeting of stockholders
on April 24, 2007.  Additionally, Mr. Drapeau will be a financial
expert on the audit committee.  There is no arrangement or
understanding pursuant to which Mr. Drapeau was appointed
director.

On the same basis as the other non-employee directors of the
company, Mr. Drapeau will be entitled to receive a fee of $2,000
per month plus an additional $100 per board meeting for any
meetings in excess of 16 per year.  In addition, Mr. Drapeau will
be entitled to receive an additional $625 per month for serving
on the audit committee.

                    About Bio-Rad Laboratories

Bio-Rad Laboratories, Inc. (AMEX: BIO) (AMEX: BIOb) --
http://www.bio-rad.com/-- is a multinational manufacturer and  
distributor of life science research products and clinical
diagnostics.  Based in Hercules, California, Bio-Rad serves more
than 70,000 research and industry customers worldwide through a
network of more than 30 wholly owned subsidiary offices.

                          *     *     *

Moody's Investors Service assigned a Ba3 rating on Bio-Rad
Laboratories Inc.'s 7-1/2% $225 million Senior Subordinated
Notes due 2013.  Standard & Poor's Corp. also placed a BB rating
to Bio-Rad's Senior Subordinated Notes.


BRIGHTPOINT INC: Inks Agreement to Purchase Daangaard Telecom
-------------------------------------------------------------
Brightpoint Inc. disclosed Tuesday that it has entered into a
definitive Stock Purchase Agreement to acquire all of the
outstanding shares of Dangaard Telecom A/S.

"This transaction will join together two of the most prominent
players in the wireless handset distribution and logistics
industry to create the true global leader," stated Robert J.
Laikin, Chief Executive Officer and Chairman of the Board of
Brightpoint, Inc.  "I firmly believe our two companies complement
each other perfectly in terms of geography, service offerings and
shared commitment to operational excellence.  Our vendors,
customers, employees and shareholders will all benefit from the
global platform created by this transaction."

"Our combined resources will allow us to leverage the capabilities
and best practices from both companies in order to offer advanced
wireless services to our customers and business partners in the
many attractive markets around the world in which we operate,"
stated Michael Koehn Milland, Chief Operating Officer of Dangaard
Telecom.

"We believe that the combined group will have the best in class
platform to deliver the most innovative, efficient and effective
solutions to global wireless handset manufacturers, network
operators and retailers.  The proposed transaction is extremely
compelling and we believe that the combined company will enjoy
substantial synergies and unique growth prospects," stated
Christian Dyvig, Partner, Nordic Capital.

The executive management team of the combined company post-closing
will be:

Brightpoint, Inc.
-----------------  

    * Robert J. Laikin
      Chairman of the Board and Chief Executive Officer

    * J. Mark Howell
      Co-Chief Operating Officer and President, Americas

    * Michael Koehn Milland
      Co-Chief Operating Officer and President of International

    * Anthony W. Boor
      Executive Vice President and Chief Financial Officer

    * Steven E. Fivel
      Executive Vice President, General Counsel and Secretary

Regional
--------

Americas:

    * J. Mark Howell, Co-Chief Operating Officer and President,
         Americas

    * John J. Ludwig, Chief Financial Officer, Americas

Europe:

    * Steen F. Pedersen, President Europe

    * Hans Peter Alnor, Chief Financial Officer, Europe

Asia Pacific:

    * Bruce Thomlinson, President, Asia Pacific

    * Paul Ringrose, Chief Financial Officer, Asia Pacific

Emerging Markets:

    * Jac Currie, President, Emerging Markets

               Overview of the Proposed Transaction

The Boards of Directors of Brightpoint, Inc. and Dangaard Holding,
A/S have unanimously approved the proposed transaction.  The
proposed transaction is subject to customary closing conditions
including, without limitation, certain regulatory approvals and
the approval by Brightpoint's shareholders.  Under the terms of
the proposed transaction, Brightpoint, Inc. will issue 30 million
newly issued shares of its common stock and $100,000 to Dangaard
Holding A/S, an affiliate of Nordic Capital Fund VI, in exchange
for all of the outstanding shares of Dangaard Telecom A/S.  The
Shareholder will have the right to nominate up to 3 members to
serve on the Brightpoint, Inc. Board of Directors (subject to
approval by the Board's Corporate Governance and Nominating
Committee).  The number of directors the Shareholder can nominate
will decline if their ownership percentage in Brightpoint, Inc.
falls below certain agreed upon thresholds.  The Brightpoint, Inc.
Board of Directors will continue to have 9 total Board Members.
Deutsche Bank Securities acted as sole financial advisor and Blank
Rome LLP acted as legal counsel to Brightpoint.

Latham & Watkins LLP acted as legal counsel to Dangaard.

                      About Dangaard Telecom

Dangaard Telecom -- http://www.dangaard.com/-- is a privately  
held portfolio company of Nordic Capital Fund VI.  Dangaard is a
distributor of mobile phones, smartphones and original accessories
for mobile phones.  The company is the preferred Value Adding
Distributor for a number of the world's largest manufacturers of
mobile phones, Mobile Network Operators, Service Providers, retail
chains and enterprise customers.  The strong position, gained
through many years of experience, is achieved by being flexible,
proactive and innovative in the relationship with its cooperation
partners.  Today, Dangaard Telecom is represented by subsidiaries
in 14 countries.  The company has approximately 1,000 employees.

                        About Brightpoint

Brightpoint, Inc. (NASDAQ:CELL) -- http://www.brightpoint.com/--   
is a distributor of wireless devices and a provider of customized
logistic services to the wireless industry.  In 2006, Brightpoint
handled 53.5 million wireless devices globally.  Brightpoint's
innovative services include distribution, channel development,
fulfillment, product customization, eBusiness solutions, and other
outsourced services that integrate seamlessly with its customers.  
Brightpoint's effective and efficient platform allows its
customers to benefit from quickly deployed, flexible, and cost
effective solutions.  The company has approximately 2,100
employees in 15 countries.


BRIGHTPOINT INC: Acquisition Spurs S&P's Negative Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Plainfield, Indiana-based Brightpoint Inc. and
revised the outlook to negative from stable.  The actions followed
the company's recent report that it has agreed to acquire Dangaard
Telecom A/S for approximately $308 million in stock.

"The outlook revision reflects a more leveraged financial profile
and potential integration issues," said Standard & Poor's credit
analyst Martha Toll-Reed.

The rating on Brightpoint reflects the company's fairly narrow
product base, significant but improving supplier concentration,
and relatively modest operating margins.  These factors are
partially offset by Brightpoint's good market position and
increased geographic, supplier, and customer diversity.

Brightpoint is a leading distributor and provider of value-added
logistics services in the fragmented and highly competitive market
for wireless communications products.


BUILDING MATERIALS: Moody's Junks Rating on $325MM 2nd Lien Notes
-----------------------------------------------------------------
Moody's Investors Service has confirmed the B2 corporate family
rating of Building Materials Corp. of America.  Moody's has
assigned a B2 rating to BMCA's new term loan B facility, assigned
a Caa1 rating to the company's proposed second lien notes, as well
as upgraded BMCA's existing $250 million 7.75% notes to B2.  The
ratings outlook is negative.

These ratings have been affected:

   -- $975 million Guaranteed Senior Secured Term Loan B due 2014,
      assigned B2, LGD3, 46%;

   -- $325 million second lien notes due 2015, assigned Caa1,
      LGD5, 89%;

   -- $250 million 7.75% Sr. Sec. Notes due 2014, upgraded to B2,
      LGD3, 46% from B3, LGD4, 69%;

   -- Corporate family rating, confirmed at B2; and

   - Probability of default rating, confirmed at B2.

These ratings were confirmed and will be withdrawn upon the
successful tender and close of the transaction:

   -- $100 million 8% Sr. Sec. Notes Series B due 2007, rated B3,
      LGD4, 69%; and

   -- $155 million 8% Sr. Sec. Notes due 2008, rated B3, LGD4,
      69%).

This action concludes the review undertaken on Feb. 1, 2007.

This rating action is a result of BMCA's proposed acquisition of
ElkCorp for $43.50 per share, equating to a purchase price of
$1.1 billion or 10.4x adjusted EBITDA.  The ratings consider
BMCA's market position, revenue mix, as well as expected synergies
associated with the acquisition of ElkCorp.  Moody's believes the
proposed combination will create a geographically diverse roofing
products company with a high percentage of revenues derived from
re-roofing.

The company's existing $250 million 7.75% notes due 2014 have been
upgraded by Moody's to B2 to reflect the notes being pari passu to
the new proposed term loan B facility.

The ratings designation on the proposed $325 million second lien
notes due 2015 reflects the company's plan to fund the acquisition
with a bridge loan and then pay off the bridge loan with the
proceeds from the notes due 2015.  Upon receipt of final
documentation that is consistent with that relied upon by Moody's
in its analysis, the ratings designation will be removed.

The negative outlook considers the high acquisition multiple and
debt to EBITDA of just under 6x at close.  The outlook reflects
the timing of total projected long-term synergies vs. the related
up front costs, and considers the uncertainty related to timing of
a home building rebound.

The ratings or outlook could improve if free cash flow to debt was
projected to be over 8% on a sustainable basis and debt to EBITDA
was under 4.5xs and deemed to be improving.  The negative ratings
outlook may be changed to stable upon realization of the proposed
operating synergies associated with the purchase of Elk.
Additionally, the parent's ongoing legal proceedings would need to
have been resolved in a manner consistent with a higher rating for
an upgrade to occur.

The ratings or outlook may come under negative pressure if
adjusted debt to EBITDA was over 6x or if free cash flow to debt
weakened to less than 2% on a projected basis.

Building Materials Corporation of America, headquartered in Wayne,
New Jersey, is a leading national manufacturer of a broad line of
asphalt roofing products and accessories for the residential and
commercial markets.  The company's primary residential roofing
products consist of laminated and strip asphalt shingles.
Incorporated under the laws of Delaware in 1994, the company is an
indirect, wholly-owned subsidiary of G-I Holdings Inc., whose
principal beneficial owner is Samuel Heyman. G-I is currently
working its way through Chapter 11 bankruptcy proceedings.
Uncertainties include the resolution of the ultimate ownership of
BMCA and whether asbestos litigants will be able to substantively
consolidate BMCA with G-I Holdings by imposing successor liability
on BMCA for asbestos claims against its parent.


BUILDING MATERIALS: S&P Holds BB- Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Building Materials Corp. of America and removed
all the ratings from CreditWatch where they were placed on
Nov. 16, 2006, with negative implications.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and '2' recovery rating to BMCA's proposed $975 million
first-lien term loan.  Standard & Poor's also assigned its 'B'
bank loan rating and '5' recovery rating to BMCA's proposed
$325 million second-lien bridge loan.  

In addition, Standard & Poor's raised the ratings on the
company's senior secured notes to 'BB-' from 'B+'.  The '2' rating
indicates the expectation of meaningful recovery of principal and
the '5' indicates the likelihood of negligible recovery of
principal in the event of a payment default.  The bank loan
ratings are all based on preliminary terms and conditions.

"The upgrade of the senior secured notes reflects the enhanced
collateral package, ranking it equally and ratably with the term
loan," said Standard & Poor's credit analyst John Kennedy.

The proceeds from the term loan, the bridge loan, and the drawdown
from the revolving credit facility will be used to help fund the
acquisition of ElkCorp for $1.1 billion.  The transaction will
secure BMCA's position as the largest producer of asphalt shingles
and will have 34 production facilities throughout the U.S.

"The affirmation reflects our view that the transaction will lend
modest strength to the company's business profile and that
financial metrics will strengthen to an appropriate level over the
next two to three years," said Mr. Kennedy.

The transaction will secure the position of Wayne,
New Jersey-based BMCA as the largest producer of asphalt shingles
and will have 34 production facilities throughout the U.S.

"Leverage will be very aggressive at the close of the transaction,
but we expect the company to achieve a level of synergies that
will enable it to increase EBITDA and generate sufficient free
cash flow to pay down debt and reduce leverage," Mr. Kennedy said.

"We are unlikely to revise the outlook to positive because of the
uncertainty regarding legal issues facing the company.  We could
revise the outlook to negative if BMCA cannot achieve the
anticipated synergies and commensurate cash flow, or if there is
any significant change to our expectations regarding the asbestos
litigation or a material change in the company's end-market
demand," Mr. Kennedy added.


CARGO CONNECTION: Earns Close to $18 Million in Sales in 2006
-------------------------------------------------------------
Cargo Connection Logistics Holding Inc. reported that preliminary,
un-audited sales for the year ended Dec. 31, 2006, were just under
$18 million, a 21% increase from the previous year.

"As part of the Company's growth strategy we continue to work to
develop its business on both national and international levels,"
said Jesse Dobrinsky, CEO of Cargo Connection Logistics Holding,
Inc.  "Not only have we increased our sales this past year, but we
have also liquidated some of the toxic funding that we believe has
hampered our growth.  Our goal is to completely eliminate any
funding that we believe has a negative impact on the growth and
development of the Company.  We also continue to work diligently
to build Cargo's executive staff and broaden the base of its
customers and its operations.

"We are acutely aware that our shareholders want to hear more
about the Pacific Rim and CRGO's future in this arena," Dobrinsky
added.  "We are in the midst of an aggressive plan that includes
working with a number of companies that are shipping out of the
Pacific Rim while we continue our efforts to set up and establish
the necessary relationships, licenses and permits to provide these
new customers with the complete logistics solutions they require.

"The one thing we've learned over the past eight months is that
doing business in the Pacific Rim is very heavily based upon
relationships and trust and obviously, that is not something that
is done quickly," Dobrinsky said.  "We continue to build these
relationships and during this upcoming year we expect that we will
begin to see the fruits of our labor.

"On another positive note about 2007, we believe the acquisition
of the RadRope(TM) Portable Nuclear Material Detection System will
help diversify us into new, but associated markets," said
Dobrinsky.  "We will be presenting this technology over the next
60 days to key government and industry representatives.  As this
information develops we will keep you, our shareholders, advised.

"Since we've received a number of inquiries from shareholders
concerning the release of information, it is important to note
that we are strictly adhering to the edicts of all regulatory
bodies and complying with everything required to maintain our good
standing with these various agencies," Dobrinsky said.  "This
includes not jeopardizing our current registration statement by
not making forward-looking statements.  What we announce must be
based on fact, not conjecture.  We know that our shareholders want
us to release news on a more frequent and regular basis.  We can
and will only release news that is factual and has a direct impact
on the company."

                      About Cargo Connection

Headquartered in Inwood, New York, Cargo Connection Logistics
Holding, Inc. (OTCBB: CRGO) -- http://www.cargocon.com/--  
consists of Cargo Connection Logistics Corp. and Cargo Connection
Logistics - International, Inc.  The Company also has offices in
Atlanta, GA; Charlotte, NC; Chicago, IL; Columbus, OH; Miami, FL;
New York, NY; Pittsburgh, PA; and San Jose, CA.  Cargo Connection
Logistics is a leader in world trade logistics.  Headquartered
adjacent to JFK International Airport, the company is a
transportation logistics provider for shipments importing into and
exporting out of the United States, with service areas throughout
the United States and North America.  The companies currently
provide a comprehensive variety of transportation and warehouse
capacity services to shippers throughout the nation.  They also
have container freight station operations specifically designed to
handle internationally arriving freight for the major retail
suppliers through its CFS facilities in Florida, Georgia,
Illinois, New York and Ohio.

                          *     *     *

Cargo Connection's consolidated balance sheet at Sept. 30, 2006,
showed total assets of $2,789,374 and total liabilities of
$12,123,405, resulting in a stockholders' deficiency of
$9,334,031.


CARL NORRIS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Carl Norris Construction Company, Inc.
        2233 Bellemont-Alamance Road
        Burlington, NC 27215

Bankruptcy Case No.: 07-10210

Type of Business: The Debtor offers home and garden services.

Chapter 11 Petition Date: February 15, 2007

Court: Middle District of North Carolina (Greensboro)

Judge: Thomas W. Waldrep Jr.

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  Ivey, McClellan, Gatton & Talcott, L.L.P.
                  121-B South Elm Street
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   VFS US LLC                                           $227,928
   7025 Albert Pick Road, Suite 105
   Greensboro, NC 27409-9519

   Internal Revenue Service                             $167,937
   Centralized Insolvency Operations
   P.O. Box 21126
   Philadelphia, PA 19114

   Wachovia Loan Services                               $100,000
   P.O. Box 740502
   Atlanta, GA 30374-0502

   Mace Grading, Inc.                                    $65,810

   Dean Patterson Construction Co.                       $54,296

   MC Precast                                            $43,033

   Isurity/Allen & Dalrymple                             $29,186

   CEN Properties, LLC                                   $18,600

   MBNA America                                          $18,239

   Carolina Precast                                      $18,072

   Road Machinery Services                               $16,814

   HD Supply Waterworks, Ltd.                            $15,065

   Alamance Oil Company                                  $12,773

   Internal Revenue Service                              $12,706

   Conner, Gwyn, Schenck, PLLC                            $8,748

   S & H Oil Co.                                          $7,568

   CAT Acess                                              $7,456

   Employment Security Commission                         $7,276

   Carolina Tractor & Equipment                           $7,000

   Alamance County Tax Collector                          $6,902


CARLETON OIL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carleton Oil Company Inc.
        P.O. Box 220
        Union, MS 39365

Bankruptcy Case No.: 07-50092

Type of Business: The Debtor is a wholesaler of petroleum
                  oil.  The Debtor also sells gasoline,
                  motor oil, greases, and lubricants.

Chapter 11 Petition Date: January 26,2007

Court: Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Charles E. Winfield, Esq.
                  Perry Winfield & Wolfe PA
                  224 East Main Street
                  P.O. Box 80281
                  Starkville, MS 39759
                  Tel: (662) 323-3985

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Maples Gas Company Inc.                    $184,593
   101-65th Avenue
   Meridian, MS 39302

   Conoco Phillips                            $129,742
   Attn: Mike Reynolds
   315 S. Johnstone
   P.O. Box 1330
   Bartlesville, OK 74004

   Tm-Pure (Transmontaigne)                    $82,963
   P.O. Box 5660
   Denver, CO 80217-5660

   Tommy Brooks Oil Company                    $44,506

   Placid Refining Co.                         $13,701

   Flint Building & Construction Co. Inc.      $11,370

   GOC Ltd.                                     $4,811

   Office Depot                                 $3,187

   Gresham Construction Inc.                    $1,200

   American Rental & Sales Inc.                   $957

   Purvis Business Machines                       $930

   Mid-State Telephone Contractor                 $773

   Mississippi Power Co.                          $469

   Waste Management of Meridian Hauling           $435

   Sun Life Financial                             $427

   DTN Corp.                                      $276

   Mediacom                                        $99

   Newell Paper Company                            $53

   Bellsouth Advertising & Publishing Corp.        $40

   D&W Tire & Muffler Center                       $35


CENTURION CDO: Moody's Lift Rating on $33 Mil. Debt to Ba1 from B3
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of notes issued by
Centurion CDO I, Limited, a collateralized debt obligation lender:

   * The $15,000,000 Class II-A Senior Secured Floating Rate Notes
     Due 2012

      -- Prior Rating: Baa1 (on watch for possible upgrade)
      -- Current Rating: Aa1

   * The $22,000,000 Class II-B Senior Secured Fixed Rate Notes
     Due 2012

      -- Prior Rating: Baa1 (on watch for possible upgrade)
      -- Current Rating: Aa1

   * The $26,000,000 Class III-A Mezzanine Secured Floating Rate
     Notes Due 2012

      -- Prior Rating: B3 (on watch for possible upgrade)
      -- Current Rating: Ba1

   * The $7,000,000 Class III-B Mezzanine Secured Floating Rate
     Notes Due 2012

      -- Prior Rating: B3 (on watch for possible upgrade)
      -- Current Rating: Ba1

Moody's noted that the rating action reflects an improvement in
the credit quality of the transaction's underlying collateral
portfolio, consisting primarily of speculative grade corporate
bonds, ongoing delevering of the senior notes and improvements in
the Weighted Average Rating Factor, Senior Par Value Test and the
Class III Par Value Test.


CIFC FUNDING: S&P Rates $17 Million Class B-2L Certificates at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CIFC Funding 2007-1 Ltd./CIFC Funding 2007-1 LLC's
$374 million floating-rate notes due 2021.

The preliminary ratings are based on information as of Feb. 20,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes and income notes;
     
     -- The transaction's cash flow structure, which was subjected
        to various stresses requested by Standard & Poor's;

     -- The experience of the portfolio manager; and

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

                     CIFC Funding 2007-1 Ltd.
                     CIFC Funding 2007-1 LLC
   
    Class                      Rating              Amount
    -----                      ------              ------------
    A-1L                       AAA                 $100,000,000
    A-1LAt                     AAA                  $77,800,000
    A-1LAr*                    AAA                  $75,000,000
    A-1LB                      AAA                  $38,200,000
    A-2L                       AA                   $24,000,000
    A-3L                       A                    $25,000,000
    B-1L                       BBB                  $17,000,000
    B-2L                       BB                   $17,000,000
    Income notes               NR                   $34,725,000
   
                * Variable-funding note. NR-Not rated.


COLLECTORS ART: Begins Going-Out-of-Business Sale Today
-------------------------------------------------------
Collectors Art is launching a going-out-of-business sale at its
three warehouse locations today, February 23, 2007.

All paintings and frames from the company's inventory will be
offered to the public at discounts of 25% to 70% off retail prices
at the warehouses, which are located at:

    * 1108 Heinz Drive in Dundee, Ill. (metro Chicago);
    * 7710 Formula Place in San Diego, Calif.; and
    * 780 Haunted Lane in Bensalem, Pa. (metro Philadelphia).

The company is liquidating approximately $5.5 million in
inventory, at retail.

The three warehouses will be open from 10:00 a.m. to 6:00 p.m.,
seven days a week. Credit cards and cash will be accepted.

"We will be turning the warehouses into stores offering incredible
buys on thousands of high quality oil paintings," said Stevan
Buxbaum, executive vice president of Buxbaum Group, the Calabasas,
Calif.-based consulting firm running the going-out-of-business
sale.

Buxbaum noted that Collectors Art is shutting its doors and
liquidating its assets under an Assignment for the Benefit of
Creditors.  Nancy A. Ross, of High Ridge Partners, Inc., is the
Assignee-Trustee on the case.

"This is a less expensive process for the debtor and creditors
than a Chapter 11 bankruptcy filing," Mr. Buxbaum explained.  
"After over two decades of successful operation, the company saw
its profits erode in the last several years primarily due to
rapidly rising costs associated with the promotion of its road
shows at hotels and other venues across the country.  With those
costs cutting into the amount of advertising it could afford,
Collectors Art saw revenues begin to decline as well, ultimately
bringing it to this final sale."

Collectors Art was launched in 1982 with the pair of 13,000-
square-foot warehouses in San Diego and Dundee, with the
California location initially serving as its headquarters.  In
2001, the company relocated its headquarters to Dundee.  While the
facilities in San Diego and Dundee were operated on a year-round
basis, the 10,000-square-foot warehouse in Bensalem was leased
from December through March of each year to support hotel shows
run on the East Coast during that timeframe.  At its peak, the
company had approximately 60 warehouse and office employees during
the busy January-March selling season, augmented by seasonal field
personnel who staffed the hotel shows.

The company currently has approximately 20 full-time employees at
the three facilities. "Undoubtedly, the saddest part of this
process will be to say good-bye to our loyal employees, many of
whom have been with us for over 15 years," said Martin Hancock,
president of Collectors Art.  "We wish them the best and
appreciate their support during this final sale."

                       About Buxbaum Group

Buxbaum Group had built its reputation for over 30 years as one of
the largest liquidators and appraisers of retail and wholesale
inventories across North America. While continuing to operate in
those areas, the company has shifted its primary focus in recent
years to turnaround investing.

                      About Collectors Art

Founded in 1982, the Dundee-based Collectors Art offers a diverse
selection of hand-painted works that ranges from lively abstracts
to classic florals, Tuscan landscapes, seascapes, street scenes,
portraits, and renditions of old masters.  Prior to the sale, most
works in the company's inventory ranged in price from $19 to
$2,000.


COMPUTER SCIENCES: Asking Noteholders for One-Time Waiver
---------------------------------------------------------
Computer Sciences Corporation disclosed Wednesday that it is
soliciting consents from the holders of record, as of 5:00 p.m. on
Feb. 20, 2007, of all of its outstanding:

    * 3.50% Notes due 2008,
    * 6.25% Notes due 2009,
    * 7.375% Notes due 2011, and
    * 5.00% Notes due 2014.

CSC is requesting a one-time waiver through July 9, 2007, of any
default or event of default that has arisen prior to the effective
date of the waiver by virtue of CSC's failure to file with the
Securities and Exchange Commission and furnish to Citibank, N.A.,
the Trustee with respect to the Notes, and holders of the Notes,
certain reports required to be so filed and furnished by CSC
pursuant to the terms of the indentures governing the Notes.

Holders of the Notes are referred to CSC's Consent Solicitation
Statement dated Feb. 21, 2007, and the related Letter of Consent
for the detailed terms and conditions of the consent solicitation.

CSC has not yet filed with the SEC its Quarterly Report on Form
10-Q for either the fiscal quarter ended Sept. 29, 2006, or the
fiscal quarter ended Dec. 29, 2006.

On Dec. 8, 2006, CSC received a notice of default from the Trustee
alleging a default under the various indentures governing the
Notes arising from CSC's failure to timely file the Quarterly
Report for the fiscal quarter ended Sept. 29, 2006.  On Dec. 21,
2006, CSC obtained a waiver through March 9, 2007, from more than
a majority of the holders of CSC's outstanding 6.25% Notes with
respect to its failure to file the Quarterly Report for the fiscal
quarter ended Sept. 29, 2006.  As of the date of the Consent
Solicitation Statement, CSC has not received any notice of default
from holders of 25% or more of the aggregate principal amount of
any series of Notes.

CSC is offering an initial consent fee of a $1.25 in cash for each
$1,000 in principal amount of the Notes to all holders of record
on Feb. 20, 2007, who properly execute and deliver a Letter of
Consent, that is not thereafter revoked, on or prior to the
expiration of the consent solicitation.  If CSC has not filed its
Quarterly Reports with the SEC on or before 5:30 p.m., New York
City time, on the ninth day of each month (beginning April 9,
2007) following payment of the initial consent fee, CSC will pay
to each consenting holder an additional $1.00 in cash for each
$1,000 in principal amount of Notes until the earlier of the date
on which CSC has filed its Quarterly Reports with the SEC and
July 9, 2007.

The proposed waiver shall become effective with respect to each
series of Notes promptly following the receipt of valid and
unrevoked consents from holders representing a majority of the
outstanding aggregate principal amount of such series of Notes.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Monday, March 5, 2007, unless otherwise extended by CSC
with respect to one or more series of Notes.  Holders may submit
their Letters of Consent to the Tabulation Agent at any time on or
prior to the expiration date.  Holders may revoke their consents
prior to the effectiveness of the proposed one-time waiver with
respect to the applicable series of Notes as described in the
Consent Solicitation Statement.

CSC has retained Global Bondholder Services Corporation to serve
as its Tabulation Agent for the consent solicitation. Requests for
documents should be directed to Global Bondholder Services at
(866) 470-3800 or (212) 430-3774.  CSC has also retained Merrill
Lynch & Co. and Banc of America Securities LLC as Solicitation
Agents for the consent solicitation.

Questions regarding the terms of the consent solicitation should
be directed to the Solicitation Agents at:

    -- Merrill Lynch
       Tel: (888) 654-8637 or (212) 449-4914 (collect), or

    -- Banc of America Securities
       Tel: (866) 475-9886 or (704) 386-3244 (collect).

The Consent Solicitation is being made solely pursuant to CSC's
Consent Solicitation Statement dated Feb. 21, 2007, and the
related Letter of Consent. Notwithstanding CSC's intention to seek
waivers, no assurance can be given that an event of default under
one or more of the indentures will not occur in the future.

                     About Computer Sciences

Headquartered in El Segundo, Calif., Computer Sciences Corporation
(NYSE: CSC) -- http://www.csc.com/-- is a global information   
technology services company.  The company's services include
systems design and integration; IT and business process
outsourcing; applications software development; Web and
application hosting; and management consulting.  It maintains
operations in Australia, China, Czech Republic, Slovakia, Denmark,
France, among others.


CREDIT SUISSE: S&P Puts Default Rating on 2002-10 Class I-B Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
I-B and II-B-3 from Credit Suisse First Boston Mortgage Securities
Corp.'s series 2002-10.  Concurrently, the rating on class II-B-3
was removed from CreditWatch with negative implications.
Additionally, the ratings on the remaining 10 classes from this
series were affirmed.

The lowered ratings reflect the deterioration of credit support
caused by realized losses that are outpacing excess interest.  The
rating on class I-B was lowered to 'D' from 'CCC' due to a
$90,668 loss realized by the class during the December 2006
remittance period.  The rating on class II-B-3 was lowered to
'CCC' from 'B'; this rating was removed from CreditWatch because
according to Standard & Poor's surveillance practices, ratings
lower than 'B-' on classes of certificates or notes from RMBS
transactions are not eligible to be on CreditWatch negative.
Cumulative losses for loan group I total $1.3 million, or 0.63% of
the original group I balance; serious delinquencies total
$1.1 million, which represents 6.71% of the current loan group I
pool balance of $16.7 million and 7.87% of the original loan group
I balance.  Cumulative losses for loan group II total
$1.4 million, or 0.36% of the original group II balance; serious
delinquencies total $4.4 million, or 12.5% of the current group II
pool balance and 8.22% of the original loan group II balance.

The collateral for this transaction consists of 30-year, fixed- or
adjustable-rate, first- or second-lien mortgage loans secured by
one- to four-family residential properties. Credit support is
provided by excess spread and overcollateralization for loan group
I and by subordination alone for loan group II.

                          Rating Lowered

                    Credit Suisse First Boston
                     Mortgage Securities Corp.

                   Mortgage-Backed Pass-Through
                   Certificates Series  2002-10

                                       Rating
                                       ------
               Series      Class    To         From
               ------      -----    --         -----
               2002-10     I-B      D          CCC

                    Rating Lowered And Removed
                    From Creditwatch Negative

                   Credit Suisse First Boston
                    Mortgage Securities Corp.

                  Mortgage-Backed Pass-Through
                  Certificates Series 2002-10

                                       Rating
                                       ------
               Series      Class    To         From
               ------      -----    --         ----
               2002-10     II-B-3   CCC        B/Watch Neg
  

                         Ratings Affirmed

                    Credit Suisse First Boston
                     Mortgage Securities Corp.

                   Mortgage-Backed Pass-Through
                    Certificates Series 2002-10

           Series      Class                       Rating
           ------      -----                       ------
           2002-10     I-A-5, I-PP                 AAA
           2002-10     I-M-1                       AA
           2002-10     I-M-2                       A
           2002-10     II-A-1, II-P, II-PP         AAA
           2002-10     II-X                        AAA
           2002-10     II-B-1                      AA
           2002-10     II-B-2                      A-


CSC HOLDINGS: Senior Notes Offering Extended Until March 20
-----------------------------------------------------------
CSC Holdings Inc. reported that it would further extend until
March 20, 2007, at 5:00 P.M., New York City time, its offer to
exchange up to $500 million aggregate principal amount of its
6-3/4% Senior Notes due 2012, which were initially issued and
sold in a private placement in April 2004, for an equal aggregate
amount of its registered 6-3/4% Senior Notes due 2012.

Except for the extension of the expiration date, all of the other
terms of the exchange offer remain as set forth in the exchange
offer prospectus dated July 18, 2006.

                        About CSC Holdings

Headquartered in New York, CSC Holdings Inc. is a subsidiary of
Cablevision Systems Corporation is a domestic cable multiple
system operator serving more than 3 million subscribers in and
around the metropolitan New York area.

                          *     *     *

Moody's Investors Service assigned a B2 rating on CSC Holdings
Inc.'s Senior Unsecured Debt on Jan. 18, 07, while Fitch Ratings
placed a 'BB' rating on CSC Holdings' Senior Unsecured Debt on
Jan. 17, 2007.


DAIMLERCHRYSLER: Volkswagen & Renault-Nissan Not Interested
-----------------------------------------------------------
Volkswagen AG, Europe's biggest carmaker, said it is not currently
interested in buying or expanding its relationship with
DaimlerChrysler AG's Chrysler Group, various news agencies report.

Volkswagen and Chrysler agreed last year to build a mini-van model
in a Chrysler facility.  The car will bear the Volkswagen brand.

The Renault-Nissan auto alliance is also uninterested in Chrysler
since it is focusing on its own financial woes, various reports
say citing Nissan spokeswoman Madoka Soma.

However, in a TCR report on Feb. 16, 2007, DaimlerChrysler and
General Motors Corp. are in talks about a possible purchase of the
Chrysler Group by GM, according to German publication Manager
Magazin.

                      About DaimlerChrysler

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

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

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

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


DECRANE AIRCRAFT: S&P Holds Junk Rating on $150 Mil. Senior Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' bank loan
rating and '1' recovery rating on DeCrane Aircraft Holdings Inc.'s
proposed $225 million first-lien credit facility, indicating high
expectation of full recovery of principal in the event of a
payment default.  The facility consists of a $30 million revolving
credit facility and a $195 million term loan.  

At the same time, Standard & Poor's affirmed its 'CCC+' bank loan
rating and '3' recovery rating on the company's proposed
$150 million second-lien term loan, indicating expectations of
meaningful recovery of principal in the event of a payment
default.

Previously, the revolver was expected to be $25 million,
first-lien term loan $180 million, and second-lien term loan
$160 million.  Higher demand for the first-lien facility resulted
in a modest increase and reallocation of the credit facilities.
Those changes decrease only slightly recovery prospects from
Standard & Poor's  original analysis.

The corporate credit rating is 'B-' and the outlook is positive.

"The corporate credit rating on DeCrane reflects high debt
leverage, weak cash flow protection measures, participation in the
cyclical and competitive corporate aircraft supplier industry, and
modest scale of operations [2006 sales about $325 million]," said
Standard & Poor's credit analyst Roman Szuper.

The Columbus, Ohio-based company benefits from a leading position
in niche markets for corporate aircraft interiors, especially
cabinetry, and good profit margins.

Rating List:

   * DeCrane Aircraft Holdings Inc.

   * Ratings Affirmed

      -- Corporate Credit Rating, B-/Positive/--

      -- $30 Mil. Senior Secured 1st-Lien Revolving Credit
         Facility at B; Recovery Rating 1

      -- $195 Mil. Senior Secured 1st-Lien Term Loan at B;
         Recovery Rating1
   
      -- $150 Mil Senior Secured 2nd-Lien Term Loan CCC+;
         Recovery Rating 3


DELPHI CORP: Wants National Union to Provide Insurance Coverage
---------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the Honorable
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York to:

   (a) find that all of the fees, costs and expenses it incurred
       in investigating and defending itself and certain of its
       employees in response to the Securities and Exchange
       Commission investigation and the securities litigation are
       a loss incurred while a Securities Claim is jointly made
       and maintained against Delphi and its Employees under the
       D&O Policy, and that those costs apply towards satisfaction
       of the Retention;

   (b) direct National Union to provide Delphi with insurance
       coverage, in excess of the Retention, for all of the fees,
       costs and expenses Delphi paid to jointly defend itself
       and its Employees since Oct. 15, 2004, in response to
       the SEC investigation and the Securities Litigation going
       forward, as long as those costs are within the $25,000,000
       Limit of Liability of the D&O Policy; and

   (c) award it reasonable attorneys' fees, costs, and judgment
       interest.

Delphi Corporation and certain of its current and former
directors, officers and employees are parties to numerous
lawsuits, including securities fraud actions and derivative
litigation and Employee Retirement Income Security Act actions
filed in connection with the company's March 2005 restatement of
its financial reports, Neil Berger, Esq., at Togut, Segal & Segal
LLP, in New York, tells the Court.  Delphi was also party to an
investigation initiated by the Securities and Exchange Commission
of alleged financial fraud in Delphi.

Delphi is the recipient of Executive and Organization Liability
Insurance Policy No. 931-88-56 issued by National Union Fire
Insurance Company of Pittsburgh, PA.  Mr. Berger relates that:

   1. The D&O Policy's Preset Allocation provision provides
      coverage for losses incurred by Delphi while a Securities
      Claim is jointly made and maintained against both Delphi
      and its Employees;

   2. The D&O Policy's Coverage B provision provides coverage for
      indemnification costs Delphi paid in indemnifying and
      advancing fees, costs and expenses to its Employees,
      arising from a claim asserted against those Employees;

   3. The D&O Policy provides for $10,000,000 retention for
      Securities Claims; and

   4. The D&O Policy defines "Limit of Liability" as "[f]or all
      Loss, in the aggregate, under this policy including Defense
      Costs: $25,000,000."

Mr. Berger notes that as of Oct. 15, 2004, a Securities Claim
has been jointly made and maintained against both Delphi and its
Employees.  Since that date, Delphi has expended approximately
$19,000,000 in defending itself and the Employees and in
advancing defense costs to the Employees, in response to the SEC
investigation, the Securities Litigation, and the ERISA Actions,
Mr. Berger avers.

Mr. Berger asserts that the costs Delphi paid or advanced after
Oct. 15, 2004, in response to the SEC investigation and the
Securities Litigation are covered under the D&O Policy.

Pursuant to the D&O Policy, Mr. Berger points out, once Delphi
meets the Policy's $10,000,000 Retention, National Union must
reimburse 100% of:

   (1) Delphi's costs in the joint investigation and defense of
       itself and certain of its Employees after October 15,
       2004, in response to the SEC investigation and the
       Securities Litigation; and

   (2) Delphi's advancement of costs to its Employees after
       October 15, 2004, in response to the SEC investigation and
       the Securities Litigation.

Mr. Berger maintains that Delphi timely gave notice to National
Union of the SEC investigation, the Securities Litigation, and the
ERISA Actions.  Delphi also submitted to National Union, Mr.
Berger continues, detailed documentation of both the costs it
paid to defend itself and its Employees and the costs it advanced
to its Employees, in response of the Litigation and Actions.

However, National Union has refused to (i) reimburse Delphi in
full, (ii) pay on Delphi's and its Employees' behalf, or (iii)
advance defense costs for amounts Delphi paid in excess of the
Retention to jointly investigate and defend itself and its
Employees in response to the SEC investigation and the Securities
Litigation, as required by the D&O Policy, Mr. Berger informs
Judge Drain.

The Retention has been satisfied, Mr. Berger maintains.  "All
conditions precedent for coverage under the D&O Policy have been
fulfilled or waived or are subject to estoppel."

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


DELPHI CORP: Court Okays Bidding Procedures for Brake Hose Biz
--------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approves the bidding procedures for
the sale of Delphi Corp. and its debtor-affiliates' Brake Hose
Business.

The closing of the Sale is subject to the Debtors' obtaining the
waiver by the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers
International Union, Local 871, AFL-CIO/CLC, of any "no-sale"
clause contained in every agreement between Delphi Corporation
and the Union, Judge Drain rules.

Judge Drain permits the USW to send a representative to attend
the Sale Auction.

Judge Drain also approves the Bid Protections for Harco
Manufacturing Group, LLC.  Judge Drain permits the Debtors to pay
Harco Mfg. either the Break-Up Fee or the Expense Reimbursement,
whichever is higher.  The allowed amount will constitute a
superpriority administrative expense claim against the Debtors'
estate.

The Court will convene the Sale Hearing on March 22, 2007, or on
subsequent dates as may be announced in open court.  Objections
to the Sale Motion must be filed by March 15, 2007.

                       Bidding Procedures

For a potential bidder to become a Qualified Bidder, it must:

   -- execute a confidentiality agreement;

   -- provide certain financial assurances as to its ability to
      close a transaction; and

   -- submit a preliminary purchase proposal.

The Bid Deadline is 11:00 a.m., March 2, 2007.

For a bid to be deemed a Qualified Bid, it must be received by
the Bid Deadline and, among other things, must have a value
greater than the aggregate value of the Purchase Price, the
Break-Up Fee, and $500,000.  The Bid must not be conditioned on
bid protections and must include a commitment to consummate the
purchase of the Acquired Assets within 15 days after the Court
approves the alternative purchase.

If the Debtors receive a Qualified Bid, they will conduct an
auction of the Acquired Assets before March 20, 2007.

A full-text copy of the Bidding Procedures for the sale
of the Brake Hose Business is available for free at
http://ResearchArchives.com/t/s?1971

                            Harco Mfg.

As reported in the Troubled Company Reporter on Feb. 13, 2007, the
Debtors want to sell the Brake Hose Business and certain of Delphi
Technologies Inc.'s intellectual property related to the Brake
Hose Business to Harco Mfg. for $9,800,000, free and clear of
liens, claims, and encumbrances, subject to higher and better
bids.

The Debtors supply a complete array of brake hose assemblies for
various vehicles from small automobiles to mid-size trucks.  The
Debtors operate the Brake Hose Business as part of the Chassis
Systems Product Business Unit within their Automotive Holdings
Group Division.

The Debtors deliver brake hose components to Harco Brake Systems
Inc. for final assembly.  Harco Manufacturing Group LLC, an
affiliate of Harco Brake, then ships the finished products to
General Motors Corporation.  The Debtors are a Tier I supplier to
GM and a Tier II supplier to several Tier I brake hose assembly
suppliers to GM.

In 1997, the brake hose final assembly operation was moved to
Harco Mfg.

The Debtors informed the Court that the Brake Hose Business does
not fit within the anticipated product portfolio under their
transformation plan.  The Debtors believe they lack a global
manufacturing presence in the Brake Hose product line to make the
Business grow.  The Debtors, however, believed that as a stand
alone business unencumbered by legacy costs, the Brake Hose
product line could be a profitable and competitive business line.

When the Debtors' long-term supply agreement with Harco Mfg.
expired in 2004, Delphi Automotive Systems LLC and Harco Mfg.
executed an extension of the term of the Agreement through
Dec. 31, 2007, under a Brake Hose Assembly Contract Policy
Statement.

The Policy Statement, among other things, provided that:

   -- DAS will pay Harco $2,500,000 in cancellation costs if the
      Brake Hose Business is in-sourced or completely exited by
      DAS;

   -- Harco is entitled to a right of first refusal to buy the
      brake hose business before any alternative purchaser is
      considered by DAS; and

   -- Harco or an alternative purchaser of the Business must
      assume the Statement, whereby the Debtors would have no
      further obligations under it.

Since early 2005, the Debtors exerted efforts to market the Brake
Hose Business and ultimately, determined that Harco Mfg.'s bid is
the best offer for the Business.

Subsequently, the Debtors and Harco Mfg. entered into a Purchase
Agreement for the sale for Brake Hose Business on Jan. 25, 2007.

The salient terms of the Purchase Agreement are:

   * The Purchase Price represents $9,750,000 for the Acquired
     Assets and $50,000 for the Intellectual Property;

   * Harco will place $500,000 of the Purchase Price into an
     escrow account, and another $750,000 into an indemnity
     escrow account;

   * Harco is entitled to a $294,000 Break-Up Fee if the Debtors
     sell, transfer, lease, or otherwise dispose the Acquired
     Assets to another party; and

   * The Debtors will reimburse Harco, up to $100,000, for
     reasonable and actual out-of-pocket fees and expenses it
     incurred in connection with the transactions contemplated by
     the Agreement upon the Agreement's termination when:

        -- the Closing fails to occur within 90 days after the
           Court approves the Sale; or

        -- the Court fails to enter a Sale Order by May 25, 2007,
           or the Sale Order is subject to a stay or injunction.

In the event Harco Mfg. is entitled to receive both the Break-Up
Fee and the Expense Reimbursement, Harco Mfg. will only be
awarded with the larger of the two amounts.

The Agreement does not provide for a transfer of the Business's
workforce to Harco Mfg.  Under a manufacturing services agreement
to be entered into at the Sale's Closing, the Debtors' hourly
employees will continue to produce brake hose products for a
maximum period of 12 months.  Under a transition services
agreement, salaried employees of the Business will support those
activities for a similar period.

The Business's hourly workforce is represented by the United
Steel, Paper And Forestry, Rubber, Manufacturing, Energy, Allied
Industrial And Service Workers International Union.  The Debtors
are currently negotiating with the USW to obtain the labor
union's waiver of any no-sale clause contained in agreements
between Delphi Corporation and the USW prior to the Closing, Mr.
Butler informs the Court.

Pursuant to the Agreement, the Debtors also seek to assume and
assign certain executory contracts, unexpired leases, and
liabilities to Harco Mfg. or an alternative purchaser.  To the
extent that any defaults exist under the Assumed and Assigned
Contracts or Leases, the Debtors intend to cure those defaults
prior to any assumption and assignment.

A full-text copy of the Harco Sale and Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?1928

                              Union

The United Steel, Paper And Forestry, Rubber, Manufacturing,
Energy, Allied Industrial And Service Workers International Union
is concerned that the Debtors have not presented to the Court an
attrition program for USW-represented employees.  The Attrition
Program would be a critical step in addressing the legacy costs
identified in the Debtors' request, according to Lowell Peterson,
Esq., at Meyer, Suozzi, English & Klein, P.C., in New York.

Mr. Peterson noted several months have passed since the parties'
last meeting in connection with the Attrition Program.

In addition, Mr. Peterson related that the Debtors have not yet
obtained the USW's waiver of the no-sale/no-close provision in
the parties' collective bargaining agreement.

Thus, the USW asked the Court to:

   (a) direct the Debtors to modify the Bidding Procedures for
       the proposed sale of the Brake Hose Business to alert any
       potential Bidder to the fact that the Debtors must obtain
       the USW's waiver as a condition of proceeding with any
       sale; and

   (b) permit the Union to attend the Sale Auction.

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Corporation Bankruptcy News,
Issue No. 57 & 58; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DEQUINDRE HARAJLI: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Dequindre Harajli Properties, LLC
             26461 Dequindre
             Madison Heights, MI 48071

Bankruptcy Case No.: 07-43400

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Super Gas, Inc.                            07-43398

Type of Business: The Debtors operates a gasoline service station
                  and convenience store.  Their president, Farouk
                  Harajli, owns the Debtors.  An affiliate, Farouk
                  Oil Inc., filed for chapter 11 protection on
                  Dec. 13, 2006 (Bankr. E.D. Mich. Case No.
                  06-58528) (J. Rhodes).

Chapter 11 Petition Date: February 21, 2007

Court: Eastern District of Michigan (Detroit)

Debtor's Counsel: Richard F. Fellrath, Esq.
                  4056 Middlebury Drive
                  Troy, MI 48085
                  Tel: (248) 519-5064
                  Fax: (248) 519-5065

                                    Total Assets    Total Debts
                                    ------------    -----------
Dequindre Harajli Properties, LLC     $1,880,000     $2,265,000

Super Gas, Inc.                         $132,390     $2,513,340

A. Dequindre Harajli Properties, LLC's Largest Unsecured
   Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Julia Beydoun                    Lien from             $700,000
26040 Timber Trail               Divorce
Dearborn Heights, MI 48127       Value of Collateral:
                                 $1,880,000

B. Super Gas, Inc.'s 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Fidelity Bank                    Value of            $1,260,000
1040 East Maple                  Collateral:
P.O. Box 3014                    $95,796
Birmingham, MI 48009

Julia Beydoun                    Lien from             $700,000
26040 Timber Trail               Divorce
Dearborn Heights, MI 48127       Value of Collateral:
                                 $95,796

O. W. Larson Co.                                       $305,000
10100 Dixie Highway
Clarkston, MI 48346

Nidal Ahamad                     Loan                   $90,000
14457 Barclay
Dearborn, MI 48126

Midwest Oil                      Trade debt             $80,000
13732 Michigan Avenue, Suite 1
Dearborn, MI 48126

Martin & Snyder                  Bank loan              $30,000
8880 Hubbell Avenue
Detroit, MI 48228
Attn: George Daiza

Internal Revenue Service         Bank loan               $4,832
1270 Pontiac Road
P.O. Box 3014
Pontiac, MI 48340-2238


DOMTAR CORP: S&P Rates $1.55 Billion Credit Facilities at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Domtar Corp.'s $1.55 billion credit
facilities.  The $800 million term loan and $750 million revolving
credit facility are rated 'BB', with a recovery rating of '1',
indicating an expectation for 100% recovery of principal in the
event of a payment default.

"The ratings on Domtar Corp. reflect the company's aggressive
financial risk profile and its unstable profitability and cash
flow caused by volatile prices for its commodity paper, pulp, and
lumber products," said Standard & Poor's credit analyst Donald
Marleau.

"These weaknesses are offset by the company's strong position in
the concentrated uncoated freesheet market and its good cost
profile," Mr. Marleau added.


DRISKILL INDUSTRIES P: Case Summary & Six Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Driskill Industries, Inc.
        8609 North Council Road
        Oklahoma City, OK 73132

Bankruptcy Case No.: 07-10437

Type of Business: The Debtor offers dry cleaning services.

Chapter 11 Petition Date: February 21, 2007

Court: Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: O. Clifton Gooding, Esq.
                  The Gooding Law Firm
                  1200 City Place Building
                  204 North Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 948-1978

Total Assets: $448,500

Total Debts:  $1,628,300

Debtor's Six Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Business Loan Center LLC      Real property           $1,400,000
700 North Pearl Street                                    Value:
Suite 850                                               $400,000
Dallas, TX 75201

Kwik Industries, Inc.         Real property             $200,000
4725 Nall Road                                            Value:
Dallas, TX 75244-4620                                         $0

Chase                         Credit card                $18,000
Cardmember Service
P.O. Box 94014
Palatine, IL 60094-4014

Chase                         Credit card                 $6,000
Cardmember Service
P.O. Box 94014
Palatine, IL 60094-4014

Westport/Coregis/             Collection                  $2,300
ERC Insurance Company
c/o CSC Commercial
Audit Department
6050 Palmer Boulevard
Sarasota, FL 34232-5318

Telecheck Services Inc.       Contract                    $2,000
5251 Westheimer
Houston, TX 77056


DYNCORP INT'L LLC: Earns $12.2 Million in Quarter Ended Dec. 29
---------------------------------------------------------------
DynCorp International LLC reported $12.2 million of net income on
$517.5 million of revenues for the third quarter ended
Dec. 29, 2006, compared with $15.6 million of net income on
$553.6 million of revenues for the year ended Dec. 30, 2005.  

The principal reason for the decrease in revenues is the
$36.3 million decrease in revenues from the company's government
services segment, primarily driven by the conclusion of protective
services previously provided in Israel, Haiti, Afghanistan and
central Iraq.

Costs of services decreased $48.5 million in the third quarter
ended Dec. 29, 2006, due to a higher mix of fixed-price and time-
and-material contracts in the current quarter, improved
profitability under fixed-price contracts within the company's
government services segment resulting from strong operational
performance and contract changes, and a contract modification for
construction efforts in Afghanistan completed in earlier periods.

Selling, general and administrative expenses increased
$3.9 million to $24.9 million for the quarter ended Dec. 29, 2006.

Income tax expense for the quarter ended Dec. 29, 2006, was
$7 million compared to $3.4 million in the comparable period ended
Dec. 30, 2005.

At Dec. 29, 2005, the company's balance sheet showed $1.3 billion
in total assets, $906.3 million in total liabilities, and
$358.6 million in total member's equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 29, 2006, are available for
free at http://researcharchives.com/t/s?1a26

                            Cash Flows

Cash and cash equivalents at Dec. 29, 2006, were $55.3 million
compared to $24.8 million at Dec. 30, 2005.

Net cash provided by operating activities for the nine months
ended Dec. 29, 2006, was $52.5 million, while net cash provided by
operating activities for the nine months ended Dec. 30, 2005, was
$54.2 million.

Net cash used in financing activities was $12.3 million and
$39.3 million for the nine months ended Dec. 29, 2006, and
Dec. 30, 2005, respectively.  

                   About DynCorp International

DynCorp International LLC and its subsidiaries provide defense and
technical services and government outsourced solutions primarily
to U.S. government agencies throughout the United States and
internationally.  Key offerings include aviation services, such as
maintenance and related support, as well as base maintenance, base   
operations, and personal and physical security services. Primary
customers include the U.S. Departments of Defense and State, but
also include other government agencies, foreign governments and
commercial customers.

Company's parent company DynCorp International Inc. (NYSE: DCP) --
-- http://www.dyn-intl.com/ is an entity controlled by The  
Veritas Capital Fund II L.P. and its affiliates.

                          *     *     *

As reported in the Troubled Company Reporter on June 19, 2006,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB-' from 'B+', on DynCorp
International LLC.  The ratings were removed from CreditWatch
where they were placed with positive implications on Oct. 3, 2005.
S&P said the outlook is stable.


EARTHSHELL CORP: Files Schedules of Assets and Liabilities
----------------------------------------------------------
EarthShell(R) Corporation filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities
disclosing:

                                        Assets    Liabilities
                                        ------    -----------
  A. Real Property                          
  B. Personal Property                 $18,046
  C. Property Claimed as Exempt
  D. Secured Claims                                $5,047,500
  E. Unsecured Priority Claims                     $1,110,436
  F. Unsecured Non-priority Claims                 $6,992,006
                                       -------    -----------
     Total                             $18,046    $13,149,942


Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology    
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,173 and total debts of $11,865,460.  The Debtor's exclusive
period to file a chapter 11 reorganization plan expires on May 19,
2007.

                           Asset Sale

The Court authorized the Debtor to sell its assets at an auction
set for March 26, 2007.  Bids must be submitted by March 23, 2007,
with a $300,000 good faith deposit.

Earthshell Acquisition Corp., an affiliate of ReNewable Products,
Inc., is the stalking horse bidder.


ELCOM INTERNATIONAL: Inks Separation Agreement with Paul Bogonis
----------------------------------------------------------------
Elcom International Inc. entered into a formal Separation
Agreement and Release with Paul C. Bogonis, vice president of
finance and controller, that became effective and enforceable
on Feb. 15, 2007, following the statutory seven-day revocation
period.

The company said that the material terms of the Agreement
provide that Mr. Bogonis and the company mutually agree to end
his employment.  The company will pay Mr. Bogonis $40,000 as
severance pay.  The agreement provides for other immaterial
consideration, mutual and general releases and other standard
legal covenants.

A full-text copy of Elcom's Separation Agreement and Release is
available for free at http://ResearchArchives.com/t/s?1a2b

                       Going Concern Doubt

Vitale, Caturano & Company Ltd. expressed substantial doubt about
Elcom International's ability to continue as a going concern after
it audited the company's financial statements for the years ended
Dec. 31, 2005.  The auditing firm pointed to the company's net
losses every year since 1998, has an accumulated deficit of
$126,252,000 as of Sept. 30, 2006.

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


EMI GROUP: Seeking Possible Alternatives to Warner Music's Offer
----------------------------------------------------------------
EMI Group Plc is in talks with One Equity Partners and other
private equity firms over potential alternatives to Warner Music
Group Corp.'s $6 billion offer for the U.K. music group, Bloomberg
News reports, citing the Financial Times.

According to Bloomberg, unidentified people familiar with the
matter told the FT that no firm offers appear imminent from the
companies as Warner and other suitors are demanding the right to
conduct extensive research on EMI's operations after the company
issued two profit warnings since the start of the year.

                         Regulatory Risks

EMI still believes that a merger with Warner could face regulatory
issues despite its rival's work convincing the independent music
body IMPALA that the merger would benefit the music sector, Nic
Fildes of The Independent reports.

According to The Independent, EMI's board has sent a formal letter
to Warner Music saying that it would consider a proposal dependent
on the price on offer and whether the merger could be achieved.  
Warner Music approached EMI about a possible transaction last
month, but a formal offer is said to be weeks away following EMI's
profit warning last week, the report said.

EMI's concern on regulatory risks relates to the European
Commission's evaluation of its original clearance of the 2004
merger between Sony and BMG after a complaint from IMPALA that the
merger has stifled competition.  The Commission is expected to
reveal its findings next week after further meetings with IMPALA,
the source said.

              Warner Music Says Offer Will Be in Cash

As reported yesterday in the Troubled Company Reporter, Warner
Music clarified in a press statement that its shareholders will
not be required to notify their interests in Warner securities
under Rule 8 of the U.K. Takeover Code relating to dealings by
interested persons in its relevant securities.

Warner Music confirmed that any possible offer for EMI Group is
likely to be solely in cash.

As a further result of the clarification, Warner will not be
required to disclose details under Rule 2.10 of the UK Takeover
Code relating to the number of its relevant securities in issue.

Warner Music also confirmed that it has approached EMI Group about
a possible acquisition of its entire equity on Jan. 24, 2007,
after it obtained the Independent Music Publishers and Labels
Association's agreement to support it before the European
Commission and other relevant regulatory authorities.

If Warner Music were to make an offer for EMI Group within the
meaning of the U.K. Takeover Code, Warner Music has agreed with
IMPALA to implement some measures, including:

   * providing specified funding for (but taking no equity
     participation in) the recently announced Merlin initiative,
     the new global digital rights licensing platform established
     by the independent music labels to represent the world's
     independent music sector;

   * ensuring the divestiture of certain recorded music assets to
     reinforce the market power of the independent sector; and

   * pursuing various other behavioral commitments, which have the
     aim of benefiting the recorded music market as a whole and,
     in particular, the independent music sector.

By setting a new framework for the relationship between a combined
Warner Music and EMI Group and the independent music sector,
Warner Music believes that the agreement reached with IMPALA and
the measures envisaged under it improves the prospects for
regulatory approval of WMG and EMI's combination.

The agreement between Warner and IMPALA does not require IMPALA to
change its position in relation to any other pending regulatory
and legal proceedings.  IMPALA will maintain its position that the
Sony/BMG and Universal/BMG transactions continue to raise
competition issues unless suitable remedies are offered.

Warner believes that there is a compelling strategic, commercial,
and financial logic in a combination of the two companies and that
such a combination should maximize benefits for the shareholders
of both companies.

Warner's approach to EMI, however, remains in the preliminary
stages and there can be no certainty that the discussions will
result in any specific transaction.

                          About IMPALA

The Independent Music Publishers and Labels Association was
established in April 2000 as a non-profit making organization with
the purpose of ensuring assistance and fair market access to
independent record companies and music publishers.

IMPALA has an all-independent membership, which represents the
interests of the independent music sector.  IMPALA members include
main independent companies such as Beggars Group (UK), !K7
(Germany), Epitaph (US/NL), Naive (France), PIAS Group (Belgium),
Wagram (France), as well as national trade associations from the
UK (AIM), France (UPFI), Germany (VUT), Spain (UFI), Italy (PMI),
Denmark (DUP), Norway (FONO), Israel (PIL), Sweden (SOM), and the
Catalonian association APECAT.

                     About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--  
became the only stand-alone music company to be publicly traded in
the United States in May 2005 that operates through numerous
international affiliates and licensees in more than 50 countries.
Warner Music is home to a collection of record labels in the music
industry including Asylum, Atlantic, Bad Boy, Cordless, East West,
Elektra, Lava, Maverick, Nonesuch, Reprise, Rhino, Rykodisc, Sire,
Warner Bros., and Word.

                          About EMI Group

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in China,
Brazil, and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near GBP2 billion and operating profit
generated was over GBP225 million.

EMI Music operates the world famous recording facilities Abbey
Road Studios in London and Capitol Studios in Los Angeles.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on U.K.-based music group
EMI Group PLC to 'BB-' from 'BB'.  The 'B' short-term rating was
affirmed.  At the same time, the long-term corporate credit rating
and debt ratings were put on CreditWatch with negative
implications.


FIRST FRANKLIN: Moody's Eyes Downgrade on 5 Cert. Classes' Ratings
------------------------------------------------------------------
Moody's Investors Service has placed on review five classes of
certificates from three First Franklin deals issued in 2004.  The
deals are backed by subprime collateral, mostly adjustable rate
mortgages.

All three deals have taken significant losses recently, while
delinquencies have also been rising.  Moody's will analyze the
likelihood and severity of loss of the loans in all stages of
delinquency, including those in REO and foreclosure.

These are the rating actions:

   * First Franklin Mortgage Loan Trust, 2004-FFH1

   * Under Review for Possible Downgrade:

      -- Class M-8, currently Baa2
      -- Class M-9, currently Baa3

   * First Franklin Mortgage Loan Trust, 2004-FFH2

   * Under Review for Possible Downgrade:

      -- Class B-1, currently Ba1
      -- Class B-2, currently Ba2

   * First Franklin Mortgage Loan Trust, 2004-FFH3

   * Under Review for Possible Downgrade:

      -- Class B-2, currently Ba1


FLYI INC: Four Parties Want Court to Deny Confirmation of Plan
--------------------------------------------------------------
International Lease Finance Corp.; U.S. Bank National
Association, as indenture trustee under the Indenture dated
February 25, 2004, for the $125,000,000 6% convertible notes due
2034; The Fifth Third Leasing Company; and Wachovia Bank,
National Association, ask the U.S. Bankruptcy Court for the
District of Delaware to deny confirmation of FLYi, Inc., and its
six debtor-affiliates' First Amended Joint Plan of Liquidation.

As reported in the Troubled Company Reporter on Nov. 22, 2006, the
Court approved the Disclosure Statement explaining the Debtors'
Plan citing that it contained adequate information -- the right
amount of the right kind -- for creditors to make informed
decisions when the Debtor asks them to vote to accept the Plan.

Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon
LLP, in Wilmington, Delaware, counsel to ILFC, asserts the Plan
cannot be confirmed because it does not comply with Sections
1122, 1123(A)(5), 1123(B)(3)(A), 1126, 1127, 1129(A)(1),
1129(A)(7), 1129(A)(9)(A), and 1129(A)(11) of the Bankruptcy
Code.

(1) ILFC

ILFC holds administrative, secured, and unsecured claims based on
its prepetition date leases by which Independence Air, Inc.,
leased eight new A319-100 aircraft from ILFC.  Independence
rejected all prepetition agreements between it and ILFC on Jan.
5, 2006, when it ceased operations.  ILFC filed an administrative
claim of $6,176,070 and a $72,893,166 proof of claim.  ILFC's
prepetition claim is secured by security deposits of $8,352,000
and by any and all rights of set-off.

Ms. Silverstein argues that the Plan is based on a false premise,
the so-called Global Resolution.  "Not only does the Global
Resolution unfairly 'settle' the intercompany claim and the
distribution of the United Airlines, Inc.'s claim settlement
proceeds, it wholly ignores a third issue -- substantive
consolidation," she tells the Court.

The Global Resolution is not fair or reasonable because the
Intercompany Claim is actually equity.  FLYi, Inc., acted as
"investor" with the full knowledge that cash infusions would only
be repaid by Independence Air based on the success of the airline
operations, Ms. Silverstein says.

The Debtors cannot explain how they arrived at the components of
the Intercompany Claim, or provide appropriate back-up with
respect to the components, Ms. Silverstein contends.  In
addition, given the specifics of the transfers and the totality
of the circumstances regarding the treatment of intercompany
transfer between FLYi and Independence Air, there could have been
no intent to create debt, she notes.

The 50/50 split of the United Claim Settlement Proceed is
unreasonable because it completely ignores the existence and
validity of the antitrust administrative claim.  Ms. Silverstein
asserts that the proper reading of the United contract is that
Independence Air was the primary obligor and FLYi stood in a
secondary position.  Also, only Independence filed the Antitrust
Administrative Claim on an unliquidated amount based on United's
violations of federal antitrust laws, she tells the Court.

No allocations were made to the $750,000,000 settlement among the
rejection damages of FLYi and Independence Air, and the Antitrust
Claim.  Assuming the value determined by the UAL Bankruptcy Court
for the value of the rejection claim, one-third of the United
Claim Settlement Proceeds is attributable to the Antitrust
Administrative Claim.  At most, FLYi would not be entitled to
one-third of it, Ms. Silverstein insists.

The Debtors categorically refuse to consider the possibility of
substantive consolidation with the Plan, allegedly relying on the
Third Circuit's decision in In re Owens Corning, 419 F.3d 195 (3d
Cir.2005).  Owens was a multinational company comprised of
corporate entities with separate business lines and distinct
assets.  The Debtors, however, have an uncomplicated corporate
structure and a liquidating plan, Ms. Silverstein points out.

Furthermore, the Debtors had no formal policies or procedures
with respect to intercompany transactions, and these were not
analyzed on any periodic basis.

The allocation of all of the administrative claims to the
Independence Air estate unfairly favors the FLYi estate,
Ms. Silverstein tells the Court.  As part of the Global
Resolution, the Plan allocates all of the non-professional fee
administrative claims to the Independence Air estate and splits
the professional fees equally between both estates.  She
maintains that it appears to be a continuation of the prepetition
practice of the Debtors' failure to allocate operational costs
fairly between FLYi and Independence Air.

The Plan improperly classifies claims -- Class 4, General
Unsecured Claims against all Debtors other than FLYi, includes
both creditors with claims against Independence-only and the
guaranteed aircraft creditors, Ms. Silverstein states.  The
Guaranteed Aircraft Creditors have claims against the
Independence estate as well as recourse against the FLYi estate.

The difference, which is legally and economically significant,
creates diverging interests between the two groups of creditors
vis-a-vis the Plan and dictates that these creditors be placed in
separate classes, Ms. Silverstein maintains.

According to Ms. Silverstein, the Plan does not properly reserve
for administrative claims and general unsecured claims.  Pursuant
to the Plan, no less than five separate trusts are established --
Distribution Trust Accounts, one each for FLYi and Independence
Air; Priority Claims Trust Accounts, one each for FLYi and
Independence Air; and the Distribution Trust Expense Account to
fund the payment of the expenses of the Distribution Trustee.

All trusts are to be funded on the effective date at the
discretion of the Debtors and the Official Committee of Unsecured
Creditors.  The Disclosure Statement explaining the Plan
indicates that the administrative, priority and secured claims
filed against the Independence Air estate total $110,370,000.  
The Debtors' liquidation analysis, however, shows Independence
Air's available assets of only $123,000,000.  If none of the
claims have been disallowed by final order, the Plan is barely
feasible, Ms. Silverstein argues.  The trusts must be adequately
funded up front and continue to remain funded pending any
appeals, she adds.

There is also no mechanism in the Plan or the Distribution Trust
agreement that requires the Distribution Trustee to immediately
reserve the full face amount of a claim should it become a
disputed claim after the effective date, Ms. Silverstein notes.

Moreover, the Plan grants impermissible releases to members of
the Creditors Committee, Ms. Silverstein tells the Court.  She
asserts that the release provisions could be read to provide
releases to Creditors Committee members in their individual
capacities.

(2) U.S. Bank

Kevin J. Mangan, Esq., at Monzack and Monaco, P.A., in
Wilmington, Delaware, representing the indenture trustee, in
contrast, asserts that the Debtors cannot prove that the specific
components of the Intercompany Claim should be considered equity
contributions rather than debt, in the face of the overwhelming
evidence that the six components were intended to be and actually
were considered debt.

According to the Debtors' books and records, as of the Petition
Date, there was a net Intercompany Claim payable by Independence
Air to FLYi of approximately $285,500,000.  These were also
scheduled in the Debtors' Schedules of Assets and Liabilities and
Statements of Financial Affairs as being a valid payable, thus,
the Intercompany Claim must be deemed presumptively valid, Mr.
Mangan maintains.  Moreover, the loans were also reported to
taxing authorities as debt.

The fact that FLYi did not demand payment is no reason for
recharacterization, Mr. Mangan says.  The Prospectus for Notes
also discloses the presence of Intercompany Claims and emphasizes
investor expectation that intercompany payables to FLYi will be
honored in the absence of full substantive consolidation.

Mr. Mangan argues that the Debtors' contention that the 50%
allocation to FLYi represents more than its rightful share is
simply wrong.  Both FLYi and Independence Air were equally
obligated under the UA agreement; jointly filed the rejection
damages claim; and the United Claim Settlement, by its express
terms, allocated no value to the Antitrust Claim and therefore a
50% allocation to FLYi is the legally mandated result.

Accordingly, Mr. Mangan asserts, the Debtors simply cannot bear
burden of demonstrating that their proposed allocation of the
United Claim Proceeds in any way justifies the elimination of the
Intercompany Claim, and thus the Global Resolution fails.

Mr. Mangan states that substantive consolidation of FLYi and
Independence Air would generate a substantially better recovery
for FLYi- or Independence Air-only creditors, while effectuating
a relatively lesser reduction proportionally to the recoveries
for the guarantee claimants.

The Intercompany Claim should have ranked pari passu with
unsecured creditors of Independence Air and been voted by FLYi
creditor representatives in Class 4, thereby likely blocking
approval of the Plan by that Class, Mr. Mangan tells the Court.

Mr. Mangan also notes that the voting certification indicates
that the bulk of non-Guarantee Claims in each estate either
rejected the Plan or chose not to vote.  There is not an
overwhelming showing of creditor support for the Plan except from
the creditors most excessively benefited, he says.

(3) Fifth Third

Fifth Third filed an administrative expense claim in the Debtors'
Chapter 11 cases.  James E. Huggett, Esq., at Margolis Edelstein,
in Wilmington, Delaware, notes that the definition of
"Administrative Claim" in the Debtors' Amended Joint Plan of
Liquidation does not include postpetition tort claims.  Rather,
it is limited to "costs and expenses of administration."

The term "including" in Section 503(b) of the Bankruptcy Court
indicates that administrative expenses are not limited to those
listed in the statute, while case law confirms that damages for a
postpetition tort become an administrative expense under Section
503(b)(1)(A), Mr. Huggett asserts.

Fifth Third wants the definition of "Administrative Claim" to be
expanded to include postpetition tort claims, which are allowed
as administrative claims by the final Court order.

(4) Wachovia

Wachovia and Independence Air are parties to an amended and
restated loan and security agreement dated July 31, 2003, and a
letter of credit and reimbursement agreement dated Sept. 28,
2001.

Pursuant to the Loan Agreement, Wachovia issued a letter of
credit in favor of AIG Aviation for the account of Independence
Air, with face amount of $2,567,244.  To secure Wachovia's
payment obligations with respect to the letters of credit,
Independence Air granted Wachovia a security interest and
certificate in deposit maintained by Independence Air.

As of Feb. 2, 2007, the cash collateral was $3,116,876.  The Dec.
5, 2005 order authorized the Debtor and its affiliates to permit
Wachovia to set off against the Cash Collateral the amounts owed
to Wachovia with respect to the letter of credit reimbursement
obligations, fees and costs.

Wachovia is a secured creditor of Independence Air and holder of
a Class 1 claim pursuant to Article II of the Plan.  Donna L.
Harris, Esq., at Cross & Simon, LLC, in Wilmington, Delaware,
states that Article IV(A) provides that Independence Air will
cease to exit on the effective date and all assets will be
transferred to a distribution trust free and clear of claims,
liens and interests.

Ms. Harris argues that the Plan is objectionable because Wachovia
must retain possession of, and lien on, its Cash Collateral.  The
Plan also appears to be inconsistent with respect to treatment of
Wachovia's Claim, she adds.

                         About FlYi Inc.

Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.

The Debtors' exclusive period to file a chapter 11 expired on
Aug. 15, 2006.  On the same day, the Debtors filed their Joint
Plan of Liquidation.  On Nov. 13, 2006, they filed an Amended Plan
and Disclosure Statement.  The Court approved the Disclosure
Statement on Nov. 17, 2006 and the Clerk of Court entered a
written disclosure statement order on Nov. 21, 2006.  The hearing
to consider confirmation of the Debtors' Plan is set for March 12,
2007.  (FLYi Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FLYI INC: Court Extends Removal Period to Plan's Effective Date
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended the time period within which FLYi
Inc. and its debtor-affiliates may file notices of removal of any
and all civil actions pending as of their bankruptcy filing on the
effective date of a plan in the Debtors' Chapter 11 cases.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, states that a further extension of their
Removal Period will afford the Debtors more time to determine
whether to remove any action, and will assure that they do not
forfeit valuable rights under Section 1452 of the Judiciary and
Judicial Procedure Code.

Pursuant to Section 1452(b), the rights of the Debtors'
adversaries will not be prejudiced because they may seek to have
the prepetition action remanded to the State Court, Mr. Cleary
points out.

Given that the confirmation of the First Amended Joint Plan of
Liquidation will begin on March 12, 2007, the Debtors seek an
extension of the Removal Period through the Effective Date.

Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.

The Debtors' exclusive period to file a chapter 11 expired on
Aug. 15, 2006.  On the same day, the Debtors filed their Joint
Plan of Liquidation.  On Nov. 13, 2006, they filed an Amended Plan
and Disclosure Statement.  The Court approved the Disclosure
Statement on Nov. 17, 2006 and the Clerk of Court entered a
written disclosure statement order on Nov. 21, 2006.  The hearing
to consider confirmation of the Debtors' Plan is set for March 12,
2007.  (FLYi Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GENERAL MOTORS: Inks $1 Billion Global Networking Deal with AT&T
----------------------------------------------------------------
General Motors Corp. has awarded AT&T Inc. a five-year global
networking contract worth nearly $1 billion.  The agreement is one
of the largest commercial contracts in AT&T history.

Under the agreement, AT&T will deliver next-generation
telecommunications capabilities that will enable GM to further
integrate its global resources.  In addition, GM named AT&T a
strategic information technology supplier to support its third-
generation information technology business model, which is
designed to ensure that GM's IT suppliers are working as one
around the world.  In that role, AT&T will provide network-
integration management covering all aspects of GM's worldwide
telecommunications infrastructure, including voice and data
applications and systems support.

As part of the agreement, AT&T will be responsible for managing
the performance of key regional telecommunications providers
around the world in addition to network management responsibility
for participating telephone companies to drive consistent, uniform
IT service delivery and support.  In addition, AT&T will continue
to collaborate with GM's Information Systems and Services
organization to support its global business strategy.

The contract renews and expands an existing strategic global
relationship in which AT&T provides GM with a global Virtual
Private Network solution, integrating GM locations around the
world.  AT&T's solution supports a full range of capabilities
including local, long distance, global voice mail, conferencing,
high speed Internet access and telecommunications business-
continuity services.

The network, based on Multiprotocol Label Switching technology,
provides a standardized technology infrastructure that will enable
GM to integrate networks, applications and devices and to evolve
into a single streamlined, communications platform based on
Internet Protocol with consistent standards and capabilities.  As
a result, employees across the enterprise will have the same
telecommunications tools, such as common voice mail and
conferencing capabilities, and will enjoy the same quality of
service whether they're sitting in the corporate headquarters in
Detroit or in a manufacturing facility in Australia.

"AT&T's networking expertise and global reach make it uniquely
qualified to meet the telecommunications needs of a global,
multinational company like ours," said Ralph Szygenda, group vice
president and chief information officer of General Motors.  "This
agreement is a strategic step toward strengthening
telecommunications across our global enterprise.  It ensures that
we have the basic infrastructure in place to give GM employees
anywhere in the world the ability to collaborate online in real
time on engineering, manufacturing, design and supply-chain.  It
is expected to enable increased productivity and collaboration and
to maximize GM's global network."

"GM's vision for global integration using an IP-based technology
platform and uniform service standards around the world managed by
trusted technology partners is a bellwether for multinational
corporations," said Ron Spears, executive vice president of AT&T
Global Business Sales.  "We are excited to be a strategic
information technology supplier to GM and are anxious to deliver
the benefits of next-generation telecommunications services."

                            About AT&T

AT&T Inc. (NYSE: T) -- http://www.att.com/-- is a premier  
communications holding company in the United States and around the
world, with operating subsidiaries providing services under the
AT&T brand.  AT&T is the recognized world leader in providing IP-
based communications services to businesses and the U.S. leader in
providing wireless, high speed Internet access, local and long
distance voice, and directory publishing and advertising through
its Yellow Pages and YELLOWPAGES.COM organizations.

                     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.


GLOBAL CROSSING: Completes $225 Million Senior Notes Offering
-------------------------------------------------------------
GC Impsat Holdings I Plc, a wholly owned subsidiary of Global
Crossing Limited, has successfully closed its reported offering of
$225 million in aggregate principal amount of its 9.875% senior
notes due 2017.

The proceeds of the offering will be used to finance a portion of
the purchase price of Global Crossing's proposed acquisition of
Impsat Fiber Networks, Inc.  The company deposited the proceeds
of the offering into an escrow account pending consummation of
the acquisition.  If the merger agreement is terminated or the
acquisition is not consummated by May 25, 2007, GC Impsat Holdings
I Plc will be required to redeem the notes with the proceeds held
in the escrow account.

The notes were offered to qualified institutional buyers under
Rule 144A of the Securities Act of 1933, as amended, and outside
the United States in compliance with Regulation S under the Act.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides  
telecommunication  services over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe including Bermuda,
Argentina, Brazil, and the United Kingdom.  Global Crossing
serves many of the world's largest corporations, providing a
full range of managed data and voice products and services.  The
company filed for chapter 11 protection on Jan. 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed $25,511,000,000 in
total assets and US$15,467,000,000 in total debts.  Global
Crossing emerged from chapter 11 on Dec. 9, 2003.

                          *     *     *

At Sept. 30, 2006, Global Crossing Ltd.'s balance sheet showed a
$131 million stockholders' deficit, compared to a $173 million
stockholders' deficit at Dec. 31, 2005.


GRANITE BROADCASTING: Trustee Appoints Andrew Hruska as Examiner
----------------------------------------------------------------
Diana G. Adams, Acting United States Trustee for Region 2, has
appointed Andrew C. Hruska, Esq., a partner at King & Spalding, in
New York, as Chapter 11 examiner in Granite Broadcasting Corp. and
its debtor-affiliates' bankruptcy cases.

The U.S. Trustee obtained permission to appoint an examiner on
Feb. 20, 2007.  Thereafter, the U.S. Trustee conferred with
various parties-in-interest and interviewed their candidates.

Mr. Hruska is a litigation partner with King & Spalding and a
member of the firm's Special Matters and Government Investigations
Group.  He has consulted with numerous multinational companies on
a range of regulatory compliance issues, represented companies in
response to fraud suits and allegations, and conducted internal
investigations concerning allegations of fraud and malfeasance.

Pursuant to the Court's order, Mr. Hruska will investigate:

   * the perfection, validity, and enforceability of the liens
     securing Granite's $405,000,000 in 9.75% Senior Secured
     Notes due Dec. 1, 2010; $40,000,000 Tranche A Term Loan;
     And $30,000,000 Convertible Tranche B Term Loan;

   * whether the Debtors -- including their officers and
     directors -- discharged their fiduciary duties in
     negotiating and entering into Term Loan A, Term Loan B, and
     a Restructuring Support Agreement with Silver Point Finance,
     LLC; and

   * any claims of the Debtors or their estates against any third
     parties, including -- without limitation -- avoidance,
     insider status, equitable subordination, and
     recharacterization.

Except to the limited extent necessary to report on preferential
transfers, the Investigation Areas exclude valuation issues.  
Moreover, the Examiner has no standing to prosecute claims of the
Debtors or their estates against third parties.

Mr. Hruska has sought the Court's authority to retain King &
Spalding as his principal counsel.

Mr. Hruska's initial budget will be $250,000, to be applied first
to any fees and expenses of the Examiner, and thereafter, to those
of the Examiner's professionals.

In a letter to the Court dated Feb. 15, 2007, Luc A. Despins,
Esq., at Milbank, Tweed Hadley & McCloy, LLP, in New York, counsel
to Silver Point, said his client consents to the use of its cash
collateral to fund an examiner, subject to:

   * the terms directed by the Court at the examiner hearing; and

   * entry of an order acceptable to Silver Point.

Mr. Despins said the selection of an examiner is a matter
completely outside the control of Silver Point.

Moreover, Mr. Despins reminded the Court to act expeditiously in
appointing an examiner for the fear that other parties-in-interest
will use the "recent" appointment as an excuse to seek extension
of the agreed deadlines in these cases.

Judge Gropper has directed the Examiner to file a report
addressing each of the Investigation Areas by April 2, 2007.

Absent further Court order, the Examiner may use $50,000 of the
$250,000 exclusively for fees and expenses of the investigation of
the Existing Senior Liens and the Existing Senior Loan
Indebtedness; and, any potential claims of the Debtors or their
estates against the Existing Senior Agents, Senior Lenders,
Senior Noteholder Trustee, and Senior Noteholders.  The $50,000
will be applied first to any fees and expenses of the Examiner;
and thereafter, to those of the Examiner's professionals.

The budgets will be payable out of the cash collateral, as
defined in the DIP Order.  However, any payments out of the Cash
Collateral will reduce, on a dollar for dollar basis, the $50,000
Creditors' Committee Investigation Fund and $450,000 Committee
Expense Cap established under the Final DIP Order.

Judge Gropper has directed the Debtors, their affiliates,
subsidiaries, and other companies under their control and
management; the Existing Senior Agents, Senior Lenders, Senior
Noteholder Trustee, Senior Noteholders; Harbinger Capital
Partners Master Fund I, Ltd., GoldenTree High Yield Master Fund
II, Ltd., MFC Global Investment Management, LLC; and, Twentieth
Century Fox to:

   (a) cooperate fully with the Examiner's performance of duties;

   (b) subject to any claim of privilege recognized by the
       federal courts, provide to the Examiner all documents,
       discovery responses, and other relevant information; and

   (c) to the maximum extent possible, proceed with the discovery
       informally without requiring compliance with the time
       limits proscribed in the Federal Rules of Bankruptcy   
       Procedure.

Unsecured creditors and preferred equity holders must coordinate
with the Examiner to assure that their investigations are not
unduly duplicative of the Examiner's investigations, Judge Gropper
said.

Until the required Report has been filed, neither the Examiner
nor the Examiner's representatives or agents, if any, will make
any public disclosures concerning the performance of the
Examiner's duties, except in hearings before the Court, Judge
Gropper added.

Pursuant to Section 1109(b) of the Bankruptcy Code, Judge Gropper
held, the Examiner will be a party-in-interest with respect to
matters that are within the scope of the duties delineated or as
the duties may be modified by the Court.  He or she will be
entitled to appear at hearings and be heard with respect to
matters that are within the Examiner's duties, including extension
of the investigation deadlines or modification of the carve outs
under the financing orders.

Nothing impedes the rights of the Examiner, the U.S. Trustee, or
of any other party-in-interest to request any other lawful
relief, including but not limited to modification of the budget,
the timing, or the rights of other parties to oppose the relief.

The Court also ruled that the Preferred Equity Holders' request
for appointment of an Official Equity Committee in Granite's case
is withdrawn.

The Court will convene a hearing on Feb. 27, 2007, at 9:30
a.m., to consider whether to extend the March 6, 2007 deadline
for an Official Creditors' Committee, if any, or any party-in-
interest, including any trustee or examiner, to investigate the
validity, perfection, enforceability, and extent of the Existing
Senior Liens and the Existing Senior Loan Indebtedness and any
potential claims of the Debtors or their estates against the
Existing Senior Agents, Senior Lenders, Senior Noteholder
Trustee, and Senior Noteholders.

                   About Granite Broadcasting

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

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.

The Debtors' exclusive period to file a plan expires on April 10,
2007.  (Granite Broadcasting Corp. Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


GRANITE BROADCASTING: Court Sets March 27 Claims Bar Date
---------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York established March 27, 2007, at
5:00 p.m. (prevailing Eastern Time), as the deadline for persons
owed money by Granite Broadcasting Corp. and its debtor-affiliates
to file proofs of claim based on prepetition debts or liabilities
against any of the Debtors.

Judge Gropper also set June 11, 2007, at 5:00 p.m. (prevailing
Eastern Time), as the deadline for each governmental unit to file
proofs of claim against any of the Debtors.

Original proofs of claim must be sent by hand or overnight
delivery to the Bankruptcy Court or mailed to The Trumbull
Group LLC doing business as Wells Fargo Trumbull.  

                   About Granite Broadcasting

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

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.

The Debtors' exclusive period to file a plan expires on April 10,
2007.  (Granite Broadcasting Corp. Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


GROUNDHOG LANDSCAPING: Case Summary & 26 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Groundhog Landscaping & Property Maintenance, Inc.
             4 Commercial Lane
             P.O. Box 1316
             Londonderry, NH 03056

Bankruptcy Case No.: 07-10321

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Gizmo Enterprises, LLC                     07-10322

Chapter 11 Petition Date: February 20, 2007

Court: District of New Hampshire (Manchester)

Judge: Michael Deasy

Debtors' Counsel: Deborah A. Notinger, Esq.
                  Steven M. Notinger, Esq.
                  Donchess & Notinger PC
                  402 Amherst Street, Suite 204
                  Nashua, NH 03063
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922

                                 Estimated Assets  Estimated Debts
                                 ----------------  ---------------
Groundhog Landscaping &          $100,000 to       $1 Million to
   Property Maintenance, Inc.    $1 Million        $100 Million

Gizmo Enterprises, LLC           Less than         $100,00 to
                                 $10,000           $1 Million
  
A. Groundhog Landscaping & Property Maintenance, Inc.'s 20 Largest
   Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First Pioneer Farm Credit                               $196,464
2 Constitution Drive
Bedford, NH 03110-6010

Diane Bahan                   Demand note payable       $114,951
7 Nottingham
Windham, NH

Ingersoll Rand                                           $93,946
PO Box 6229
Carol Stream, IL 60197-6279

GE Transportation Finance     Mack Truck                 $75,000

GE Capital Corp.                                         $73,960

Kubota Credit Corporation     Deficiency claim on        $43,417
                              repossessed back hoes

SPB&G Professional Assoc.                                $42,684

M L Halle Oil                                            $38,854

Ford Credit                   Auto Loan                  $38,327

Ingersoll Rand                                           $33,473

Ford Credit                   Auto Loan                  $31,804

Ingersoll Rand                                           $29,007

Ford Credit                   Auto Loan                  $27,001

GE Transportation Finance                                $24,931

Ford Credit                   Auto Loan                  $24,769

Ford Credit                   Auto Loan                  $24,506

Zurich NA                                                $21,157
c/o John P. LeBrun, Esq.

American Express                                         $19,636

Ford Credit                   Auto Loan                  $19,564

John Deere Landscapes                                    $18,825

B. Gizmo Enterprises, LLC's Five Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First Pioneer Farm                                      $196,464
Credit, ACA
2 Constitution Drive
Bedford, NH 03110

Town & Country                                           $15,055
P.O. Box 116
E. Petersburg, FL 12525

Ingersoll Rand                Deficiency balance of      Unknown
P.O. Box 6229                 repossessed vehicle
Carol Stream, IL 60197-6279

Ingersoll Rand                Deficiency claims on       Unknown
P.O. Box 6229                 reprocessed equipment
Carol Stream, IL 60197-6279
deficiency claim on
repossessed equipment

Ingersoll Rand                Deficiency claims on       Unknown
P.O. Box 6229                 reprocessed equipment
Carol Stream, IL 60197-6279
deficiency claim on
repossessed equipment.


HOLLY MARINE: Court Sets April 30 as Claims Bar Date
----------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Illinois established April 30, 2007, as the deadline for filing
proofs of claims for creditors owed money by Holly Marine Towing
Inc.

For governmental units, the claims filing deadline is July 5,
2007.

All proofs of claim must be filed with:

   The Clerk of Court
   United States Bankruptcy Court
   Northern District of Illinois
   Room 713
   219 South Dearborn
   Chicago, IL 60604

Headquartered in Chicago, Illinois, Holly Marine Towing Inc.
provides towing and tugboat services.  The company filed for
Chapter 11 protection on Jan. 8, 2007 (Bankr. N.D. Il. Case
No. 07-00266).  Paul M. Bauch, Esq., at Bauch & Michaels LLC,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets and debts of more than
$100 million.


ICEWEB INC: Posts $611,780 Net Loss in First Fiscal Quarter 2007
----------------------------------------------------------------
IceWEB Inc. reported $2.6 million revenues for the first quarter
of 2007 quarter ended Dec. 31, 2006, compared to $1.5 million
in the earlier year.  The company also reported significant
operational and financial progress resulting in an increase
in year-over-year revenue growth of 70%.

The company's gross profit was $286,367, which was negatively
impacted by $100,000 in one-time adjustments to cost of sales
related to prior periods, compared to gross profit of $249,807
in first quarter fiscal 2006.  Total operating expenses were
$866,123, including approximately $200,000 of non-recurring
charges related to depreciation/amortization expense and non-cash
compensation expense, compared to operating expenses of $580,547
in first quarter fiscal 2006.

For the First fiscal quarter 2007, the company's net loss was
$611,780, including a $138,586 gain from a sale of assets and
$150,610 of interest expense.  For first-quarter fiscal 2006,
the company reported net losses of $851,658, including $20,918
of interest expense and $500,000 to account for beneficial
conversion feature related to preferred stock.

The company said that revenues increased as the result of
the company's strategic focus on high-growth markets for hosted
software services and network security and realigned operations
to maximize opportunities in those markets, including expanded
marketing activities, during the quarter.  

Chief Executive John R. Signorello stated that the company's
revenue growth in fiscal 2007 first quarter were driven by
rising demand from both business and government customers for
the company's e-mail and collaboration tools, as well as its
network security products and services.

"The market, in general, for Internet-based products and services
is growing, and we are seeing that demand for the latest in top-
tier technology, especially software and security, is leading this
trend," Signorello continued.  "In those sectors, demand by small
and medium-sized businesses and federal government agencies is
particularly strong, which is creating ongoing opportunities for
our IceMAIL, IcePORTAL, and IceVISTA web-hosted products and
IceWEB Solutions Group's network security products.  Reflecting
this demand, user counts for IceMAIL have accelerated over the
last 60 days, which also indicates an expanding base of recurring
revenues."

Signorello also remarked that marketing to large retailers like
CompUSA, which signed a distribution agreement with the company
in June 2006, represents another source of potential revenues and
that higher levels of sales and marketing to all customer segments
are expected to produce additional revenue opportunities.

Full-text copies of IceWEBS Inc.'s financial statements for the
First Quarter Ended Dec. 31, 2006, are available for free at:

              http://ResearchArchives.com/t/s?1a29

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Sherb & Co. LLP, in Boca Raton, Florida, expressed substantial
doubt about Ice Web Inc.'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 net losses for the years ended Sept. 30, 2006 and 2005.

                           About IceWEB

Headquartered in Herndon, Virginia, IceWeb Inc. (OTC: IWEB) --
http://www.iceweb.com/-- is a diversified technology company.  
The company is a provider of hosted web-based collaboration
solutions that enable organizations to establish Internet,
Intranet, and email/collaboration services with little or no
up-front capital investment.  The company also provides
consulting services to larger enterprise and government customers
including network infrastructure, enterprise email/collaboration,
and Internet/Intranet portal implementation and support services.
The company also markets an array of information technology
services and third party computer network hardware and software to
large enterprise and government clients.


INSIGHT HEALTH: Stock-for-Debt Swap Cues S&P's Neg. CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating on InSight Health Services Corp. and its 'CC' rating
on InSight's subordinated debt on CreditWatch with negative
implications.  The 'CCC' rating on InSight's senior secured debt
was placed on CreditWatch with developing implications.

These CreditWatch actions follow the company's proposal to
exchange 87% of its common stock for $194.5 million of 9.875%
senior subordinated notes due 2011.  Given InSight's common equity
deficit of $198 million at Dec. 31, 2006, this offer would clearly
be inferior to repayment of the bonds.

"As a result, we would consider this an event of default for
current subordinated lenders and an event of selective default for
the issuer, even though such a restructuring could subsequently
improve InSight Health's operations," explained Standard & Poor's
credit analyst Cheryl Richer.

In November 2006, the rating was lowered to 'CCC' when InSight
announced that it had engaged Lazard Freres & Co. LLC as its
financial advisor to assist it in exploring strategic
alternatives.

The company indicated in its Dec. 31, 2006 form 10Q filing that it
may pursue a prepackaged plan of reorganization under Chapter 11
of the U.S. Bankruptcy Code for all or a portion of its
indebtedness if asset sales or negotiated settlements with lenders
are unsuccessful.  A key date will occur in May 2007 when about
$18 million of interest payments are due.  All ratings will be
lowered to 'D' if the company is unable to service its debt or
files for Chapter 11 protection.  Alternatively, the subordinated
debt rating will be lowered to 'D' and the  corporate credit
rating will be lowered to 'SD' if the notes are exchanged for
common stock.  Under this scenario, the senior secured
debt rating could be raised, as a result of improved prospects of
repayment given the lower overall debt burden.


IPC SYSTEMS: S&P Holds B+ Corporate Credit Rating & Neg. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and negative outlook on New York, New York -based
IPC Systems Inc.  At the same time, Standard & Poor's affirmed its
'B+' bank loan rating and '2' recovery rating on IPC's
$512 million first-lien bank facility and its 'B-' bank loan
rating and '5' recovery rating on IPC's $170 million second-lien
senior secured term loan.  Proceeds from the proposed $45 million
add-on first-lien term loan, along with a small revolver borrowing
and a $15 million equity contribution, will be used to fund
the acquisition of Positron Public Safety Systems Inc.

"The ratings on IPC reflect a concentrated product base and end
market, along with an aggressive financial policy," said
Standard & Poor's credit analyst Ben Bubeck.

These are only partly offset by a leading global market position
in its addressed niche and our expectations for financial profile
improvements over the intermediate term.

IPC is a leading provider of voice trading systems and services to
large financial services and other trading companies.  The company
designs, manufactures, and installs desktop hardware, called
turrets, and related switching gear that provide reliable
communications between trading parties.  Pro forma for the
proposed transaction, IPC had approximately $660 million of
operating lease-adjusted debt as of December 2006.


JENMAR VISUAL: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jenmar Visual Systems
        47841 Fremont Boulevard
        Fremont, CA 94538

Bankruptcy Case No.: 07-40523

Type of Business: The Debtor develops and manufactures a unique
                  and proprietary rear projection screen for high-
                  performance digital video displays.  The
                  Debtor's Black Screen(TM) is widely recognized
                  by the video and computer display industry as
                  the de facto requirement for video and computer
                  displays designed to deliver higher contrast,
                  sharpness and color saturation, especially in
                  ambient light.  See http://www.jenmarvs.com/

Chapter 11 Petition Date: February 22, 2007

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Michael W. Malter, Esq.
                  Binder and Malter, LLP
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  Fax: (408) 295-1531

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Limar Realy Corp.                Attachment Lien       $910,760
c/o Michael McQuaid, Esq.
Carr, McClellan Carr, et al.
216 Park Road
Burlingame, CA 94011-0513

Avery                            Trade Debt            $289,015
c/o Christopher A. Eames
639 Ambrose Lane
Tustin, CA 92780

Christopher Myers                Unsecured Note        $157,667
1021 Palomar Drive
Redwood City, CA 94062

Ronald L. Piasecki               Unsecured Note        $154,911
79-363 Liga
La Quinta, CA 92253

Abrissa                          Trade Debt            $126,709
c/o Eric Selfridge
200 South Hallock Drive
Santa Paula, CA 93060

Sandra Osgood Montevaldo         Unsecured Note         $78,866

Preston Keogh                    Unsecured Note         $78,533

Saul Miller Estate               Unsecured Note         $77,479

Precision Waterjet               Trade Debt             $72,038

Scott Carpenter                  Unsecured Note         $69,573

James J. Sieber                  Unsecured Note         $45,800

James Hayes                      Unsecured Note         $39,406

Gus Lignos                       Unsecured Note         $15,736

Ronald Martin                    Unsecured Note         $15,291

Richard Arington                 Unsecured Note         $15,285

Sollers, Gregory                 Unsecured Note         $15,285

Jarold Evans                     Unsecured Note         $15,285

Laser Custom Design              Trade Debt             $12,003


KLEENCO INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kleenco, Inc.
        dba Kleenco Products
        dba Custom Vacuum
        fdba Bruce's Vacuum
        dba All City Vacuum and Janitorial
        fdba Valley Janitorial Supply
        dba Don's Vacuum
        P.O. Box 1786
        Bellevue, WA 98005

Bankruptcy Case No.: 07-10690

Type of Business: The Debtor is a Kleenco dealer
                  located at Bellevue, Washington.

Chapter 11 Petition Date: February 21, 2007

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Martin E. Snodgrass, Esq.
                  Snodgrass & Warren Inc., P.S.
                  3302 Oakes Avenue
                  Everett, WA 98201
                  Tel: (425) 783-0797

Financial Condition as of Jan. 31, 2007:

      Total Assets:   $507,146

      Total Debts:  $1,353,424

The Debtor did not file a list of its 20 largest unsecured
creditors.


LE-NATURE'S: Trustee Taps Reed Smith as Special IP Counsel
----------------------------------------------------------
R. Todd Nielson, the Chapter 11 Trustee in Le-Nature's Inc. and
its debtor-affiliates' bankruptcy cases, asks the Court for
permission to employ Reed Smith LLP as his special intellectual
property counsel.

The firm represented one or more of the Debtors in a matter
pending in the United States Patent and Trademark Office, Le
Nature's Inc. v. Lawlors - Trademark Trial and Appeal Board.

Mr. Nielson relates that Le Nature's has been using the trademark
"Ice Water" on its bottled water for many years.  Beginning in
2004, the Lawlors filed several trademark applications relating to
"Ice Water and Design."  In 2005, the Lawlors accused Le Nature's
of infringing on the Lawlors' "Ice Water" trademarks.  Le Nature's
filed oppositions to the Lawlors' trademark applications.  If the
Lawlors prevail despite these oppositions, they may file a
trademark infringement action against Le Nature's seeking to
prevent Le Nature's from using the "Ice Water" trademark.  The
Trustee asserts that Le Nature's must take action to stay the
proceedings or pursue its opposition.

According to the Trustee, Reed Smith also represented Le Nature's
in numerous copyright, trademark and patent matters.  It will be
necessary for Le Nature's to file documents with the United States
Trademark Office on these matters from time to time.

The Trustee wants Reed Smith to attend to all of these
intellectual property litigation matters.

The 2007 hourly rates of the firm's professionals who will be
working with the Trustee are:

       Louis A. DePaul, Esq.     Partner         $570
       Gene A. Tabachnick, Esq.  Partner         $645
       Richard T. Ting, Esq.     Associate       $280
       Jody L. Burtner           Paralegal       $300

Mr. DePaul assures the Court that his firm does not represent any
interest adverse to the Debtors or their estates.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.

Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC,
represents the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein represents the Official
Committee of Unsecured Creditors.  Louis A. DePaul, Jr., Esq., at
Manion McDonough & Lucas represents the Ad Hoc Lenders' Committee.  
When the Debtors filed for bankruptcy, they estimated less than
$100,000 in assets and more than $100 million in debts.


LEATHERWOOD RESORT: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtors: Ronnie Lynn Nelson and Caroline Lou Nelson
         dba Leatherwood Resort & Marina
         753 Leatherwood Bay Road
         Dover, TN 37058

Bankruptcy Case No.: 07-01224

Type of Business: The Debtors operates a fishing resort on
                  Leatherwood Creek of Kentucky Lake.  
                  See http://www.leatherwoodresort.com/

Chapter 11 Petition Date: February 21, 2007

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $2,584,250

Total Debts:  $1,635,042

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Beach Oil Co.                                           $28,000
631 Highway 76
Clarksville, TN 37043

Chase                            Credit Card            $14,304
800 Brooksedge
Westerville, OH 43081

Capital One                      Credit Card            $14,050
P.O. Box 85520
Richmond, VA 23285

Direct Merchants Bank                                   $10,593
P.O. Box 21550
Tulsa, OK 74121

Bank of America/MBNA                                    $10,241
P.O. BOX 17322
Baltimore, MD 21297

Vanderbilt Medical               #4545                   $4,241
Department AT40211               #3655                   $1,960
Atlanta, GA 31192

Gateway Medical Center                                   $3,621
P.O. Box 403765
Atlanta, GA 30384


LEBARON DRYWALL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: LeBaron Drywall, Inc.
        P.O. Box 230407
        Anchorage, AK 99523-0407

Bankruptcy Case No.: 07-00070

Chapter 11 Petition Date: February 21, 2007

Court: District of Alaska (Anchorage)

Judge: Donald MacDonald IV

Debtor's Counsel: John C. Siemers, Esq.
                  Burr, Pease & Kurtz
                  810 North Street
                  Anchorage, AK 99501
                  Tel: (907) 276-6100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Triad Engineering                          $152,049
P.O. Box 110890
Anchorage, AK 99511-0890

LanTech, Inc.                               $96,604
440 West Benson Boulevard, Suite 200
Anchorage, AK 99503

Municipality of Anchorage                   $41,188
Department of Finance, Treasury Division
P.O. Box 196650
Anchorage, AK 99519-6650

Ingrim Equipment                            $18,936
11811 South Gambell Street
Anchorage, AK 99515

Municipality of Anchorage AWWU               $9,969
P.O. Box 196650
Anchorage, AK 99519-6650

Cornerstone Credit Services LLC              $9,279

Alaska USA FCU Visa                          $8,156

Errico Electrical Engineering                $5,525

Super Signs                                  $2,752

A&G Enterprises, Ltd.                        $2,587

Redi Electric, Inc.                          $2,338

Municipality of Anchorage GP                 $2,042

Enstar

Alaska Signs & Barricades, Inc.              $1,855

Sandra Wicks                                 $1,020

Anderson Engineering                           $940

Rent A Can Toilet Co. Inc.                     $780

Chugach Electric                               $697

Alaska DigiTel                                 $456

D&S Concrete, Inc.                             $445


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

All ratings are removed from CreditWatch, where they were placed
with positive implications on Feb. 9, 2007.  Level 3 is a
facilities-based provider of integrated communication services in
the U.S. and Europe.

Standard & Poor's also assigned a 'CCC+' rating to Level 3
Financing's recently completed offerings of $300 million of senior
floating-rate notes due 2015 and $700 million 8.75% of senior
notes due 2017.

"The upgrade reflects our expectation for a continuation of
favorable operating trends in light of prospects for some price
stabilization in long-haul transport communications services and
the addition of sizable metro assets that enables Level 3 to offer
more diverse bandwidth applications to its customer base," said
Standard & Poor's credit analyst Susan Madison.

Credit quality is also enhanced via improved liquidity resulting
from the completion of a number of financing initiatives over the
last six months that have lowered interest expense and extended
the company's maturity profile.

The ratings on Level 3 continue to reflect the company's position
in a highly competitive industry dominated by large,
well-capitalized competitors, integration risk resulting from an
active acquisition strategy, elevated leverage, and negative
discretionary cash flow because of sizable capital expenditure
requirements and integration expenses.  Tempering factors include
rapidly growing demand for broadband communication services and
Internet content such as video and music downloads, which when
coupled with recent industry consolidation, have absorbed much of
the excess bandwidth capacity; expected good EBITDA growth; and
adequate liquidity from a sizable cash balance given the absence
of significant debt maturities until 2010.


LIBERTY TAX: December 31 Balance Upside-Down by $104 Million
------------------------------------------------------------
Liberty Tax Credit Plus III L.P., filed its fourth quarter
financial statements for the three months ended Dec. 31, 2007,
with the Securities and Exchange Commission on Feb. 14, 2006.

The company reported a $343,917 net loss on $4,481,223 of
revenues for the three months ended Dec. 31, 2006, compared
with $4,111,962 net loss on $4,456,099 of revenues in the
comparable period of 2005.

At Dec. 31, 2006, the company's balance sheet showed $129,386,228
in total assets and $27,156,770 in total liabilities resulting in
a $104,125,891 stockholders' deficit.

The company's December 31 balance sheet also showed strained
liquidity with $101,145,805 in total current assets available
to pay $206,452,627 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1a31

                        Going Concern Doubt

Trien Rosenberg Rosenberg Weinberg Ciullo & Fazzari LLP, in
New York, raised substantial doubt about Liberty Tax Credit Plus
III's inability 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 net losses aggregated $5,270,116 in fiscal 2005;
$4,847,710 in 2004; and $4,383,066 in 2003.  In addition,
the comnpany'sassets aggregated $24,270,982 and $25,919,787
at March 31, 2006 and 2005, respectively.

                         About Liberty Tax

Headquartered in New York City, Liberty Tax Credit Plus III L.P.
is a limited partnership, which was formed under the laws of the
State of Delaware on Nov. 17, 1988.  Liberty Tax Credit's general
partners are Related Credit Properties III L.P., a Delaware
limited partnership, and Liberty GP III Inc., a Delaware
corporation.


MADISON PARK: S&P Rates $21 Million Class E Notes at BB
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Madison Park Funding IV Ltd./Madison Park Funding IV
Corp.'s $462.25 million floating-rate notes.

The preliminary ratings are based on information as of
Feb. 21, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes, and by the subordinated notes
        and overcollateralization;

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

     -- The experience of the collateral manager; and

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

                  Madison Park Funding IV Ltd.
                 Madison Park Funding IV Corp.
   
    Class                      Rating              Amount
    -----                      ------              ------------
    A-1a                       AAA                 $200,000,000
    A-1b                       AAA                  $50,000,000
    A-2                        AAA                 $110,000,000
    B                          AA                   $31,250,000
    C                          A                    $30,000,000
    D                          BBB                  $20,000,000
    E                          BB                   $21,000,000
    Subordinated notes         NR                   $37,750,000
   
                       NR -- Not rated.


MASTR SPECIALIZED: Moody's Eyes Downgrade on 'Ba1' Cert. Rating
---------------------------------------------------------------
Moody's Investors Service places one class under review for
possible downgrade issued by MASTR Specialized Loan Trust 2004-1.
The underlying collateral consists of fixed-rate and
adjustable-rate, scratch and dent mortgage loans.

This subordinate tranche has been placed under review for possible
downgrade based on the low credit enhancement levels compared to
the current loss projections.  The overcollateralization has
significantly declined and the low excess spread available to the
transaction makes it unlikely for the credit enhancement to build
up to its target.

Rating action:

   * MASTR Specialized Loan Trust 2004-1

      -- Class B, Current Rating: Ba1, under review for possible
         downgrade


MITCHELL INT'L: Inks Pact Selling Firm to Aurora Capital
--------------------------------------------------------
Mitchell International, Inc., has signed a definitive agreement to
sell the company to an investment group led by Aurora Capital
Group and including General Electric Pension Trust.

"Mitchell has enjoyed an excellent partnership over the past seven
years with its current shareholder group, led by Hellman &
Friedman LLC," Chairman of the Board and Chief Executive Officer
James D. Lindner said.

"Over this period we have enjoyed industry leading revenue and
profit growth, but more importantly, have been successful in
delivering market leading solutions developed through the tireless
efforts of our many dedicated employees.

"In addition, we have reinforced our outstanding reputation as a
company that can serve its customers with integrity and a firm
commitment to product innovation and world class customer service.

"It is gratifying that Aurora Capital and GE Pension Trust
recognize what we have accomplished and are wholly supportive of
our vision for the future."

Mitchell President Alex Sun said, "Aurora Capital and GE Pension
have been long time investment partners with tremendous capital
resources and an unfailing commitment to seeking out great
companies and providing the necessary support to further their
strategic goals.

"Mitchell remains deeply committed to the markets we serve and our
ability to invest in our customers, products and people has never
been greater.

"We have developed a unique breadth of auto property and casualty
and collision repair solutions and recognize the importance of
continually adding value for our customers -- look for more great
things to come," Mr. Sun added.

"Mitchell International not only has a storied and well recognized
brand in the collision repair market but in recent years has
emerged as the dominant provider of auto injury claims solutions,"
Aurora Capital Chairman Gerald L. Parsky said.

"They have an impressive roster of customers and have invested in
building a rich pipeline of promising new products.  We very much
look forward to partnering with Jim, Alex, and the entire Mitchell
management team to grow the business and continue their success in
delivering valued products and services to their customers.

"As our partner, Mitchell will have an opportunity to draw upon
our many years of operating experience growing and nurturing great
companies.

"Led by Lawrence A. Bossidy, former Chairman and Chief Executive
Officer of Honeywell International, Aurora's investment advisory
board is an invaluable resource that can assist in analyzing
investment opportunities and further enhancing company strategy,"
Mr. Parsky added.

"We believe there are significant opportunities to grow and even
enhance Mitchell's growth trajectory by working with management to
execute its established business plan," Aurora Capital Partner
John T. Mapes said.

The transaction is expected to close in March 2007 pending
customary conditions and certain regulatory approvals.

Goldman, Sachs & Co. and Wachovia Securities, Inc. acted as
financial advisors to Mitchell International.  Goldman Sachs
Credit Partners L.P. will be the sole lead in obtaining financing
for the transaction.

                     About Aurora Capital Group

Los Angeles-based Aurora Capital Group --
http://www.auroracap.com/-- is an investment firm formed in 1991.   
It acquires and builds companies in partnership with operating
management.  The Firm currently manages approximately $2 billion
in capital and is committed to investing in companies with unique,
defensible market positions.  Aurora is dedicated to generating
long-term value principally through investing the time and
resources necessary to enhance the fundamentals of each of its
businesses.

                 About Mitchell International, Inc.

Mitchell International, Inc. -- http://www.mitchell.com/-- is  
provider of information, workflow, and performance management
solutions to the automotive insurance claims industry, serving
carriers, collision repair facilities, and other commercial
participants in the physical damage and auto-related medical
claims markets.  Mitchell facilitates millions of electronic
transactions to more than 16,000 business partners each month to
enhance their productivity, profitability, and customer
satisfaction levels.


MITCHELL INT'L: Buyout Cues S&P's Neg. Watch on B+ Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating for San Diego, California-based Mitchell
International Inc. on CreditWatch with negative implications.

"The CreditWatch placement follows the announcement that an
investment group led by Aurora Capital Group, and including
General Electric Pension Trust, has signed a definitive agreement
to buy the company from its current owners, led by Hellman &
Friedman LLC," said Standard & Poor's credit analyst Ben Bubeck.

While the terms of the acquisition have not publicly been
announced, operating lease-adjusted leverage likely will increase
substantially from current levels near 3x, given the EBITDA
multiples recently paid for similarly positioned software
companies and the market's current tolerance for heightened
leverage.  The ratings on Mitchell's existing senior secured bank
facility were not placed on CreditWatch, as the term loan and any
amounts outstanding under the revolving credit facility are
expected to be repaid as part of the transaction.  

Standard & Poor's  will review the financial terms of the
acquisition and its assessment of Mitchell's business position in
order to resolve the CreditWatch listing.


MORGAN STANLEY: Moody's Puts on Review 2001-NC4 Class B-1 Certs.
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade one tranche from one deal issued by Morgan Stanley Dean
Witter Capital I, Inc. in 2001.  The underlying collateral for
this deal consists of first lien, adjustable and fixed-rate,
subprime mortgage loans that were originated by New Century
Mortgage Corporation.  The loans are serviced by Ocwen Federal
Bank FSB.

The most subordinate certificates are being placed on review for
possible downgrade based on the weaker than expected performance
of the mortgage collateral and the resulting erosion of credit
support.  Overcollateralization is currently below its floor and
pipeline losses could cause eventual depletion of the
overcollateralization and possible losses on the B-1 tranche.
Furthermore, existing credit enhancement levels may be low given
the current projected losses on the underlying pool.

These are the rating actions:

   * Morgan Stanley Dean Witter Capital I Inc.

   *Review For Downgrade

      -- Series 2001-NC4; Class B-1, Current rating B1, under
         review for possible downgrade


MYLAN LABORATORIES: Moody's Holds Ba1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Mylan
Laboratories Inc. including its Ba1 Corporate Family Rating.  At
the same time, Moody's assigned Ba1 ratings to Mylan's proposed
new $450 million 5-year term loan and $300 million revolving
credit facility.  The rating outlook remains stable.

The rating affirmation follows Mylan's recent report of a series
of proposed financing transactions, comprised of:

   (1) a new term 5-year loan of $450 million;

   (2) new convertible debt of $400 million, potentially upsized
       to $460 million;

   (3) an equity issuance of approximately $400 million, with
       potential upsizing; and

   (4) a new revolving credit facility of $300 million, bringing
       total revolver facilities to $1 billion, expected to be
       undrawn.

Moody's anticipates that proceeds of the financing will be used to
reduce approximately $450 million of existing revolver borrowings.
Therefore, Moody's anticipates up to $460 million of incremental
gross debt related to the financing transaction.  The ratings
remain subject to the receipt and review of final documentation.

Moody's has not assigned a rating to the proposed new convertible
notes.

The level of incremental debt resulting from the financing is
somewhat outside Moody's earlier expectations at the time Mylan
reported it would acquire a controlling stake in Matrix
Laboratories, Ltd.  The financing transaction will have a negative
effect on Mylan's cash flow relative to gross debt, which is the
basis for Moody's calculations in our pharmaceutical rating
methodology.

Helping to offset Moody's concerns, however, are:

   (1) Moody's expectation that Mylan is more likely than not to
       sustain its CFO/Debt and FCF/Debt ratios at 25% and 15%,
       respectively over the next 12 to 24 months;

   (2) continuation of Mylan's strong operating performance,
       driven in part by strong sales of transdermal fentanyl and
       
   (3) pro forma cash levels of over $1 billion, providing good
       flexibility to pursue acquisitions or collaborations that
       could be cash flow accretive; and

   (4) Moody's continued belief that the Matrix transaction makes
       good strategic sense by providing access to a strong API
       business, global expansion, and opportunities to cross sell    
       products in Europe.

The rating outlook is stable.  However, the Matrix acquisition and
financing transaction have reduced the cushion in Mylan's CFO/Debt
and FCF/Debt ratios.  Any unforeseen operating risks are likely to
reduce Moody's comfort level that Mylan will attain these ratios,
and could cause the outlook to change to negative.  On the other
hand, a successful paragraph IV challenge and resulting launch of
a large new product could generate good cash flow and better
position Mylan within the Ba1 rating category.


New York Racing: Section 341(a) Meeting Scheduled for Monday
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of The New
York Racing Association Inc.'s creditors at 1:00 p.m., on Monday,
February 26, 2007, at the Office of the United States Trustee, 2nd
Floor, 80 Broad Street in New York.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich, Esq.,
at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
protection from its creditors, it listed more than $100 million in
total assets and total debts.


NORTEL NETWORKS: Declares Preferred Share Dividends
---------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend in respect of each of the months of January and February
on each of the outstanding Cumulative Redeemable Class A Preferred
Shares Series 5 (TSX: NTL.PR.F) and the outstanding Non-cumulative
Redeemable Class A Preferred Shares Series 7 (TSX: NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.  The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.

The dividend on each series in respect of the month of March is
payable on April 12, 2007, to shareholders of record of such
series at the close of business on March 30, 2007.  The dividend
on each series in respect of the month of April is payable on
May 14, 2007, to shareholders of record of such series at the
close of business on April 30, 2007.

                           About Nortel

Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.  

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology  
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.  
Nortel does business in more than 150 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.

In September 2006, Moody's placed Nortel Networks Limited's
probability of default rating at B2.

In June 2006, Standard & Poor's Ratings Services placed Nortel
Networks Limited's long-term credit rating at B-.


PACIFIC LUMBER: Panel Wants Scopac's Use of Cash Collateral Denied
------------------------------------------------------------------
The Ad Hoc Committee of Timber Noteholders of Scotia Pacific
Company LLC reiterated its objections to Scopac's continued use of
cash collateral beyond that contemplated in the second interim
order.  Accordingly, the Noteholders Committee asks the U.S.
Bankruptcy Court for the Southern District of Texas to:

   (a) deny Scopac's continued use of Cash Collateral; or

   (b) in the alternative, condition further use of the Cash
       Collateral for a limited period.

John P. Melko, Esq., at Gardere Wynne Sewell LLP, in Houston,
Texas, argues that Scotia Pacific Company LLC has failed to meet
its burden of establishing cause and providing appropriate
adequate protection for the use of any Cash Collateral due to
its:

   -- total failure to comply with the Second Interim Order;

   -- failure to provide and negotiate the Proposed Budget on a
      timely basis;

   -- inappropriate inclusion of professionals' fees and expenses
      of Scopac and of the Official Committee of Unsecured
      Creditors; and

   -- inappropriate inclusion of affiliate reimbursements.

As reported in the Troubled Company Reporter on Feb. 14, 2007, the  
Committee of Timber Noteholders opposed Scopac's use of cash
collateral because Scopac had not satisfied any of the conditions
of the order.      

Specifically, the Ad Hoc Committee argued that Scopac failed to
(i) file detailed budgets to its secured lenders and to
renegotiate further use of the cash collateral, and (ii) furnish
weekly reports to its secured lenders.

As reported in the Troubled Company Reporter on Jan. 24, 2007,
Scopac obtained Court authority, on an interim basis, to use cash
collateral in which Bank of America National Trust and Savings
Association and Bank of New York Trust Company NA each possess an
interest, including funds in the Scheduled Amortization Account, a
reserve account used to support principal payments on the Timber
Notes.  As of Jan. 18, 2007, approximately $42,500,000 in funds
was on deposit in the SAR account.

Thus, the Ad Hoc Committee of Timber Noteholders urged the Court
to authorize Scopac to continue to use Cash Collateral only
through March 14, 2007, provided that the Proposed Budget for the
period should:

   -- be publicly filed and be limited to amounts absolutely
      necessary to pay payroll and other appropriate expenses of
      Scopac's employees;

   -- not include any payments to or for the benefits of any of
      Scopac's affiliates with respect to postpetition services;

   -- not include any payments to or for the benefit of any
      current, proposed or to-be-proposed professionals of
      Scopac or the Creditors' Committee; and

   -- include the current payment of (i) interest to Bank of
      America and (ii) professional fees for Bank of America,
      the Indenture Trustee and the Noteholder Committee.

                        About Pacific Lumber

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

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

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

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

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


PACIFIC LUMBER: Scopac Can Employ Porter & Hedges as Counsel
------------------------------------------------------------
Scotia Pacific Company LLC has obtained authority from the United
States Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, to employ Porter & Hedges LLP as its bankruptcy
counsel.

Gary L. Clark, Scopac's chief financial officer, related that
Scopac retained P&H on June 27, 2006, to assist in its
restructuring efforts with its creditors and a potential Chapter
11 bankruptcy filing.  During the course of that representation,
P&H became familiar with Scopac's business affairs.

Scopac believes that P&H's continued retention would be in its
best interest considering the firm's experience, expertise and
knowledge in the field of business reorganizations.

Mr. Clark assured the Court that P&H will coordinate with and
Gibson, Dunn & Crutcher, Scopac's proposed co-counsel, to ensure
consistency and to implement common strategies and objectives,
without unnecessary duplication of effort.

As Scopac's counsel, P&H is expected to:

   (a) provide legal advice with respect to Scopac's rights and
       duties as a debtor-in-possession and continued business
       operations;

   (b) assist, advise and represent Scopac in analyzing its
       capital structure, the extent and validity of liens, cash
       collateral stipulations and contested matters;

   (c) assist, advise and represent Scopac in potential
       postpetition financing transactions and cash collateral
       issues;

   (d) assist, advise and represent Scopac in the formulation of
       a disclosure statement and plan of reorganization, and
       assist Scopac in obtaining confirmation and consummation
       of that plan of reorganization;

   (e) assist, advise and represent Scopac in any manner relevant
       to preserving and protecting its estate;

   (f) investigate and prosecute preferences, fraudulent
       transfers and other actions arising under Scopac's
       bankruptcy avoiding powers;

   (g) prepare, on Scopac's behalf, all necessary applications,
       motions, answers, orders, reports, and other legal papers;

   (h) appear and protect the interests of Scopac before the
       Court;

   (i) assist Scopac in administrative matters;

   (j) perform all other legal services for Scopac which may be
       necessary and proper in the bankruptcy proceedings;

   (k) assist, advise and represent Scopac in any litigation
       matter;

   (l) assist and advise Scopac in general corporate and other
       matters; and

   (m) provide other legal advice and services, as may be
       requested by Scopac, from time to time.

Scopac will pay for P&H's services based on the firm's
standard hourly rates, subject to periodic adjustments:

        Professional                     Hourly Rate
        ------------                     -----------
        Partners                          $300-750
        Of Counsel                        $250-460
        Associates/Staff Attorneys        $200-350
        Legal Assistants/Law Clerks       $150-200

Scopac will also reimburse P&H's actual and necessary expenses.

John F. Higgins, Esq., a partner at P&H, related that his firm
previously received a retainer from Scopac, which was invoiced
for legal services and reimbursable expenses incurred.  As of
Jan. 18, 2007, the balance of the retainer is $174,233, which
will be held in a trust account pending Court approval of
postpetition compensation requests.

Mr. Higgins assured the Court that P&H neither holds nor
represents any interest adverse to Scopac's estates and is a
"disinterested person," as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Pacific Lumber

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

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

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

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

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


PARK PLACE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Park Place West, LLC
        2205 Arrowhead Drive, Suite A
        Carson City, NV 89706

Bankruptcy Case No.: 07-50148

Chapter 11 Petition Date: February 22, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Chris D. Nichols, Esq.
                  Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


PHILOSOPHY INC: S&P Places Corporate Credit Rating at B
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Phoenix, Arizona-based philosophy Inc.  In
addition, Standard & Poor's assigned its senior secured bank loan
and recovery rating to philosophy's planned $235 million
first-lien bank facility.  The facility was rated 'B', at the same
level as the corporate credit rating, with a recovery rating of
'2', indicating the expectation of substantial recovery of
principal in the event of a payment default.  These ratings are
based on preliminary terms and are subject to review upon final
documentation.  The outlook is stable.

"The ratings on philosophy reflect its narrow product focus and
participation in the highly competitive and fragmented cosmetics
and personal care industries, relatively small sales and earnings
base, and significant customer concentration," said
Standard & Poor's credit analyst Mark Salierno.

Philosophy has shown significant sales and EBITDA growth during
the past three years, and has established good brand loyalty in
its niche health beauty, personal care and cosmetic segments.
However, the company maintains a narrow product focus in its
operating segments.  In addition, the operating environment in its
key product segments remains highly competitive.


RAILAMERICA TRANSPORTATION: Moody's Withdraws Low-B Ratings
-----------------------------------------------------------
Moody's Investors Service has withdrawn the rating of RailAmerica
Transportation Corp's debt, and its corporate family and
probability of default ratings, following completion of the
previously reported acquisition of RailAmerica by certain private
equity funds managed by Fortress Investment Group LLC.
Outstandings under the previously rated bank credit facility have
been repaid and the facility has been terminated.  This concludes
the review for downgrade initiated on Nov. 15, 2006.

Ratings Withdrawn:

   * RailAmerica Transportation Corp

      -- Corporate Family Rating, of Ba3
      -- Probability of Default Rating, of B1
      -- Senior Secured Rating, of Ba2, 26 -- LGD2

Outlook Action:

   * RailAmerica Transportation Corp

      -- Changed To Ratings withdrawn From Ratings under review

RailAmerica Transportation Corp., headquartered in Boca Raton,
Florida, is the largest owner and operator of short line freight
railroads in North America.


REFCO INC: Refco LLC Trustee Pays Cure Amounts Totaling $38.3 Mil.
------------------------------------------------------------------
Pursuant to an order authorizing him to (i) assume and perform an
Acquisition Agreement with Man Financial, Inc., (ii) sell
regulated futures commission merchant business, and (iii) assume
and assign related executory contracts to Man Financial, Albert
Togut, the Chapter 7 Trustee overseeing the liquidation of Refco,
LLC's estate, reports that he has paid $38,354,067 in cure
amounts on account of more than 700 contracts:

Date           Description                               Amount
----           -----------                               ------
11/28/05       Pioneer Futures-Viola Contract Cure  $27,225,000
03/17/06       Currenex Cure Payment                  1,422,137
04/28/06       Broker Cure Payments                   5,397,005
05/23/06       Nyfix Overseas Cure Payment              251,196
06/02/06       Gombas Cure Payment                      319,899
07/07/06       Broker Cure Payments                     759,591
09/21/06       Broker Cure Payments                   2,973,855
Various Dates  Property Lease Cure Payments               5,384

Refco LLC is a debtor-affiliate of Refco Inc.

A schedule detailing all counterparties to assumed contracts and
leases and the Cure Amounts paid is available at no charge at
http://ResearchArchives.com/t/s?1a1e

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--  
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).  
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


REFCO INC: Refco LLC Trustee Pays $9.6 MM in Exchange Memberships
-----------------------------------------------------------------
Albert Togut, the Chapter 7 Trustee overseeing the liquidation of
the Refco LLC estate, discloses that more than 90 claims were
satisfied from the $9,601,267 proceeds of the Debtor's exchange
memberships in accordance with an order authorizing him to assume
and perform the Acquisition Agreement with Man Financial, Inc.

To facilitate the transfer of Refco LLC's Exchange Memberships to
Man Financial free and clear of liabilities pursuant to the
Acquisition Agreement, the Chapter 7 Trustee posted deposits with
commodity exchanges totaling approximately $87,100,000.  The
deposits served as a proxy for the exchange memberships that were
transferred to Man Financial, and secured payment of any claims
that were made in accordance with applicable exchange rules.

Consequently, a number of exchanges and exchange members asserted
claims against the deposits that had been posted by the Chapter 7
Trustee.

The Chapter 7 Trustee states that all claims asserted at
commodity exchanges have now been resolved, and all claims
allowed at the exchanges have been paid from the proceeds of the
deposits used to secure the transfer of the Exchange Memberships
to Man Financial free and clear of liens and liabilities.

The consolidated amounts paid for Exchange Fees & Member Claims
are:

   Fee Type        Exchange                              Amount
   --------        --------                              ------
Exchange Fees   Chicago Board Options Exchange       $1,369,273

Member Claims   Chicago Board Options Exchange          765,869

Exchange Fees   Chicago Mercantile Exchange           4,261,488

Member Claims   Chicago Mercantile Exchange           1,200,888

Exchange Fees   New York Mercantile Exchange, Inc.    1,815,810

Exchange Fees   New York Board Of Trade                  26,937

Exchange Fees   Kansas City Board of Trade               23,444

Member Claims   Kansas City Board of Trade              128,794

Exchange Fees   Mineapolis Grain Exchange                 8,763

Refco LLC is a debtor-affiliate of Refco Inc.

A detailed report of claims paid from the deposits used to secure
the transfer of Exchange Memberships is available at no charge
at http://ResearchArchives.com/t/s?1a1f

        http://bankrupt.com/misc/refcollcExchangefees.pdf

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--  
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).  
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


RHODIA SA: Debt Tender Offer Expires March 1
--------------------------------------------
Rhodia's cash tender offer for any and all of its $420,875,000
outstanding 10-1/4% Senior Notes due 2010 will expire on March 1,
2007, at midnight, New York time.

Rhodia has received valid offers to tender $413,812,000 in
principal amount of Notes.  This represents 98.3% of current
outstandings.  Rhodia has therefore passed the voting thresholds
required to facilitate the Proposed Amendments.

Holders who timely tendered their Notes received the Total
Consideration of $1,150.99 (per $1,000 principal amount), plus
accrued interest on Feb. 16.  Holders who tender their Notes after
Feb. 15 will be eligible to receive $1,120.99 (per $1,000
principal amount) plus accrued interest on March 2, 2007.

The tender offer and the consent solicitation are being made
pursuant to an Offer to Purchase and Consent Solicitation
Statement dated February 1, 2007, and conducted electronically via
the Depositary Trust Company.

Rhodia SA (NYSE: RHA) -- http://www.rhodia.com/-- is a global   
specialty chemicals company partnering with major players in the
automotive, electronics, pharmaceuticals, agrochemicals, consumer
care, tires, and paints and coatings markets.  Rhodia offers
tailor-made solutions combining original molecules and
technologies to respond to customers' needs.  Rhodia employs
around 19,500 people worldwide.  Rhodia is listed on Euronext
Paris and the New York Stock Exchange.  

                          *     *     *

Rhodia SA's 7-5/8% Senior Notes due June 1, 2010, carry Standard &
Poor's Ratings Services' B- rating, Moody's Investors Service's B2
rating, and Fitch Ratings' B+ rating.

At June 30, 2006, the company reported total assets of
EUR4.983 billion and total debts of EUR5.431 billion, resulting in
a stockholders' deficit of EUR448 million.


RLM FLOORING: Eric Brunstad Comments on Impact of Marrama Decision
------------------------------------------------------------------
As reported in yesterday's edition of the Troubled Company
Reporter, the United States Supreme Court handed down a 5-4
decision in Marrama v. Citizens Bank of Massachusetts (No. 05-996)
this week that Robert L. Marrama, the owner of RLM Flooring, Inc.,
could not convert his "bad faith" chapter 7 case to a chapter 13
proceeding.  

G. Eric Brunstad, Jr., Esq., at Bingham McCutchen LLP, represented
Citizens Bank of Massachusetts in its successful argument before
the High Court that blocks the conversion.  Citizens loaned
approximately $250,000 to RLM Flooring and Mr. Marrama guaranteed
RLM's debt to the bank; Citizens is Mr. Marrama's largest
creditor.  Citizens commenced adversary proceedings in the
bankruptcy court to deny Mr. Marrama a discharge under chapter 7
and to unwind some prepetition transactions (Bankr. D. Mass. Adv.
Pro. Nos. 03-1443 and 03-1448).  Mr. Marrama filed his voluntary
petition under Chapter 7 (Bankr. D. Mass. Case No. 03-11987) on
March 11, 2003.  Mark DeGiacomo serves as the Chapter 7 trustee of
that estate.

Mr. Brunstad argued the case before the U.S. Supreme Court on
November 6, 2006, and shares his thoughts about its impact in
responses to six questions:

   Q1: What is the major source of debate that allowed this case
       to reach the Supreme Court?

   A1: The lower courts were divided over whether the bankruptcy
       court had the authority to deny a debtor's request to
       convert his or her case from a liquidation proceeding
       under Chapter 7 to a repayment plan proceeding under
       Chapter 13.  Some courts had held that the bankruptcy
       court was required to permit the conversion even if part
       of a bad faith scheme.

   Q2: What are the ramifications of the decision?

   A2: The most important ramification is that the bankruptcy
       courts have the authority to police the administration
       of bankruptcy cases in order prevent abuse or remedy bad
       faith conduct.  This has larger implications for the
       administration of the federal judicial system generally.

   Q3: What is the significance of the word "may" in Section
       706(a) of the Bankruptcy Code?

   A3: Section 706 of the Bankruptcy Code provides that a debtor
       "may" convert a case from a Chapter 7 liquidation
       proceeding to a Chapter 13 repayment plan proceeding,
       and some courts had held that this grants the debtor an
       unqualified right to do so.  This week, the Supreme Court
       recognized that the debtor's ability to convert is not
       unqualified.  Specifically, the Court reasoned that a
       debtor may give up a statutory right to convert by
       engaging in abusive conduct.

   Q4: What typically happens to a debtor in bankruptcy who is
       involved in some sort of "concealment scheme"?

   A4: The debtor may be denied a discharge in bankruptcy, which
       basically means that the debtor may not be able to shed
       his or her debts through the bankruptcy process.  There
       are other potential sanctions as well.

   Q5: What was your main argument in this case?

   A5: Our main argument was that a bankruptcy court always has
       the inherent authority to deny relief if the person
       seeking relief is acting in bad faith or seeks relief as
       part of an abusive scheme.  This has long been the rule
       in the administration of bankruptcy cases in the U.S.

   Q6: Could this case ultimately impact what a judge is able
       to do in the courtroom?

   A6: Absolutely.  The U.S. Supreme Court recognized that the
       bankruptcy courts have the authority to prevent abuse and
       remedy bad faith conduct.  The Court, however, did not
       determine the specific standards that a bankruptcy court
       should apply in deciding whether a litigant has engaged
       in bad faith or abuse.

Full-text copies of the Merits Briefs presented to the High
Court in Marrama v. Citizens Bank, et al., are available at no
charge at:

     Brief for Petitioner Marrama:
     http://ResearchArchives.com/t/s?1a38

     Brief for Respondent Citizens Bank:
     http://ResearchArchives.com/t/s?1a39

     Brief for Respondent DeGiacomo (the Chapter 7 Trustee):
     http://ResearchArchives.com/t/s?1a3a

A Transcript of Oral Arguments before the High Court is
available at no charge at:

     http://ResearchArchives.com/t/s?1a3b

A full-text copy of the Supreme Court's decision is available at
no charge at:

     http://ResearchArchives.com/t/s?1a3c


SAN JUAN CABLE: $100 Mil. PIK Issuances Cue S&P Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Puerto
Rico-based cable TV operator San Juan Cable LLC to negative from
stable.  At the same time, Standard & Poor's affirmed the existing
ratings on the company, including the 'B+' corporate credit and
senior secured bank loan ratings and 'B-' second-lien loan rating.

"The rating action follows the company's announcement that it will
be issuing $100 million in unsecured payment-in-kind bank debt to
fund a distribution to its shareholders," said Standard & Poor's
credit analyst Catherine Cosentino.

Pro forma for this debt issuance, the company will have nearly
$450 million of total debt outstanding.  This distribution
increases the company's leverage to about 9x from around 7x,
deferring improvement previously anticipated from ongoing growth
in broadband subscribers.

The ratings on SJC reflect:

   -- high financial risk from aggressive
      acquisition-related debt usage and near-term negative
      discretionary cash flow;

   -- strong competitive pressure from satellite direct-to-home
      TV companies;

   -- small company size and lack of geographic revenue diversity;

   -- uncertain demand for advanced services; and,

   -- competition from Puerto Rico Telephone Co. for data
      services, and potentially for video services in future.

Tempering factors include revenue growth potential from bundled
advanced services provided over SJC's upgraded cable plant, a
relatively stable basic subscriber base, the ability to offer more
Spanish-language and local channels than DTH providers, high
average revenue per user, and high system density and associated
operating benefits.

SJC, formed in 2005, acquired the San Juan-based cable system
owned by an affiliate of Adelphia Communications Corp. out of
bankruptcy in October 2005.  The cable system passes about 336,000
homes and serves about 137,400 basic subscribers.  SJC is
controlled by financial sponsors MidOcean Partners L.P. and
Crestview Partners L.P.


SASKATCHEWAN WHEAT: DBRS Reviews Low-B Ratings on Senior Notes
--------------------------------------------------------------
Dominion Bond Rating Service revised the ratings of Saskatchewan
Wheat Pool Inc.'s BB (low) Senior Secured Debt and B (high) Senior
Unsecured Notes to Under Review with Developing Implications from
Under Review with Positive Implications following the announcement
by Agricore United that it has entered an agreement with James
Richardson International Inc. to create a new combined company,
Richardson Agricore Limited.

DBRS originally placed Saskatchewan Wheat Under Review with
Positive Implications on Nov. 7, 2006, following the announcement
of Saskatchewan Wheat's intention to make a formal offer to
acquire Agricore.

DBRS noted in its November press release that the credit risk
profile of Saskatchewan Wheat had the potential of strengthening
as a result of the acquisition, noting Agricore's size and
diversification and the potentially larger equity base that
could have resulted from the proposed transaction.

DBRS notes that the Under Review with Developing Implications
rating action reflects the uncertainty regarding the terms of
any future bid and the diminished benefits from Saskatchewan
Wheat's proposed acquisition of Agricore due to the costs of an
increased offer price.

DBRS will resolve its Under Review with Developing Implications
status once it gains further clarity with respect to the company's
current or future offers and in terms of its near-term plans.


SHREVEPORT DOCTORS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Shreveport Doctors Hospital 2003, Ltd.
        5736 Northbrook Drive
        Plano, TX 75093
        Tel: (318) 678-4206

Bankruptcy Case No.: 07-40329

Chapter 11 Petition Date: February 21, 2007

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Mark E. Andrews, Esq.
                  Cox Smith Matthews
                  1201 Elm Street, Suite 3300
                  Dallas, TX 75270
                  Tel: (214) 698-7819
                  Fax: (214) 698-7899

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
DAHM LP                          Trade Debt            $228,630
c/o Hooman Sedighi, M.D.
13213 Glad Acres Drive
Dallas, TX 75234

Kinetic Biomedical Services      Trade Debt            $227,663
13028 Collections Center Drive
Chicago, IL 60693

Willis Knighton Hospital         Trade Debt            $213,502
Attn: Ed Rafferty
P.O. Box 32600
Shreveport, LA 71130

Diversified Therapy Corp.        Trade Debt            $195,000

Southwester Electrical Power     Trade Debt            $189,616

XACTIMED                         Trade Debt            $189,231

Louisiana Hospital Association   Trade Debt            $154,015

McKesson Health Solutions        Trade Debt            $143,679

Caddo Parish Sheriff's Office                          $140,000

Canawill Inc.                    Trade Debt            $138,828

Jackson Walker LLP               Accrued Legal Fees    $132,603

Health Plus                      Trade Debt            $127,629

Johnson & Johnson                Trade Debt            $120,489

Siemens                          Trade Debt            $113,109

Inamed                           Trade Debt            $112,864

Deputy Orthopaedics Inc.         Trade Debt            $104,674

US Bancorp - Sigma               Trade Debt            $102,395

Wellnecessities                  Trade Debt            $102,395

Medquist Inc.                    Trade Debt             $95,480

UHS IS Solutions                 Trade Debt             $93,500


SOLOMON DWEK: Agrees with Lenders to Convert Case to Chapter 11
---------------------------------------------------------------
Real estate developer Solomon Dwek agreed to convert a chapter 7
case filed against him by his creditors into a reorganization
proceeding and to have the case controlled by a chapter 11
trustee, Bill Rochelle of Bloomberg News reports.

Creditors PNC Financial Services Group Inc., subsidiary of PNC
Bank NA, Washington Mutual, Four Star Builders, and Washington
Mutual Bank sought liquidation of the company on February 9.

According to Mr. Rochelle, the creditors contended that a New
Jersey state court previously froze Mr. Dwek's assets and those of
his companies, and that Mr. Dwek "transferred numerous properties"
to his uncle for "no apparent consideration."

PNC, the source said, asserts that Mr. Dwek owes the bank more
than $22 million.

The case is In re Solomon Dwek (Bankr. D. N.J. Case No: 07-11757).

Peter A. Forgosh, Esq., and Scott Zuber, Esq., at Day Pitney LLP,
and Stephen M. Packman, Esq., at Archer & Greiner, P.C., represent
the petitioning creditors.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, represents Mr. Dwek.


SR TELECOM: Will Redeem 10% Secured Debentures on March 6
---------------------------------------------------------
SR Telecom will redeem its outstanding 10% secured convertible
debentures due October 15, 2011.  The debentures will be redeemed
on March 6, 2007, for an amount equal to $1,038.63 per $1,000 of
principal amount, representing the principal amount plus $38.63 of
accrued and unpaid interest to the redemption date.

As of February 14, 2007, there is $2,650,372 principal amount of
debentures outstanding out of $75,539,018 originally issued on
August 22, 2005.  The balance of the debentures was previously
converted into common shares in 2006.

Up to the business day immediately preceding March 6, 2007,
debenture holders may elect to convert all or a portion of the
outstanding principal amount of debentures that they hold,
together with accrued and unpaid interest, into common shares at
an effective amended rate of C$0.15 per common share.  Debenture
holders can complete and deliver a conversion notice to
Computershare Trust Company of Canada, as indicated in the
redemption notice.

"This redemption of SR Telecom's outstanding debentures is another
important step in our renewal process," said Serge Fortin, SR
Telecom's president and chief executive officer.  
"It allows us to further streamline our financial structure
through the elimination of the company's remaining second-ranking
creditors while freeing up restricted cash on our balance sheet."

Over the last several months, SR Telecom has moved aggressively to
re-establish itself as an organization that creates value for
shareholders, employees, partners and customers.  The company has
made substantial progress in its restructuring initiatives;
solidified its financial footing with support from its
shareholders; and refocused its energies on core business
activities with the sale of its telecommunications service
provider subsidiary in Chile, Comunicacion y Telefonia Rural
(CTR).  SR Telecom remains committed to the high-growth global
WiMAX market, where it expects to play an important role as the
market develops.

                        About SR Telecom

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access  
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.  

SR Telecom's long-term credit rating carries Standard & Poor's
Ratings Services' D rating.


STRUCTURED ASSET: Moody's May Cut Ratings on Five Tranches of Loan
------------------------------------------------------------------
Moody's Investors Service has placed five tranches issued by
Structured Asset Investment Loan Trust under review for possible
downgrade.  These subprime deals consist of fixed and adjustable
rate, first and second lien residential mortgage loans.

These certificates are under review for possible downgrade based
on the current credit enhancement levels when compared to the
current projected losses.  The credit support is declining due to
low excess spread and realized losses.

These are the rating actions:

   * Structured Asset Investment Loan Trust

      -- Series 2003-BC8, Class M-5, Currently Rated: Baa2; under
         review for possible downgrade.

      -- Series 2003-BC8, Class B, Currently Rated: Baa3; under
         review for possible downgrade.

      -- Series 2003-BC9, Class M-5, Currently Rated: Baa2; under
         review for possible downgrade.

      -- Series 2003-BC9, Class B, Currently Rated: Baa3; under
         review for possible downgrade.

      -- Series 2003-BC11, Class B, Currently Rated: Ba1; under
         review for possible downgrade.


SUNRISE CDO: S&P Junks Class B Notes' Rating & Removes Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by Sunrise CDO I Ltd., a CDO of ABS
transaction, and removed them from CreditWatch with negative
implications.  Concurrently, the 'CC' rating on the class C notes
was affirmed.

The downgrades reflect factors that have negatively affected the
credit enhancement available to support the notes since the last
rating actions in September 2005.  Although the class A notes
continue to pay down and their lower outstanding balance has
improved the class A overcollateralization (O/C) ratio since the
last rating action, the credit quality of the remaining collateral
has deteriorated during this period.

Any additional write-downs to the portfolio or sale of assets
at prices lower than the modeled recovery rates will negatively
affect the credit support to the rated notes.  However, if the
collateral quality remains stable and the transaction experiences
faster prepayment/amortization that reduces the class A note
balance significantly, Standard & Poor's may consider placing the
class A note rating on CreditWatch positive.

Standard & Poor's notes that for purpose of calculating the O/C
ratio, Sunrise "haircuts," or reduces the principal value, of a
percentage of assets rated below a certain threshold.  According
to the Dec. 29, 2006, trustee report, the O/C ratios included a
$33.87 million haircut to the numerator.  This has increased from
$30.44 million back in August 2005.
   
                   Ratings Lowered And Removed
                    From Creditwatch Negative
   
                        Sunrise CDO I Ltd.

                                Rating
                                ------
                 Class   To                From
                 -----   --                ----
                 A       A-                A+/Watch Neg
                 B       CCC-              BB-/Watch Neg
   
                         Rating Affirmed
   
                        Sunrise CDO I Ltd.

                         Class   Rating
                         -----   ------
                         C       CC


TOWER AUTOMOTIVE: Has Filed Preference and Avoidance Actions
------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates delivered hundreds
of complaints to the U.S. Bankruptcy Court for the Southern
District of New York seeking avoidance of certain transfers made
to various suppliers, service providers and other creditors during
the applicable look-back periods before the Debtors' bankruptcy
filing.

Approximately 330 Avoidance Actions were filed from January 30 to
Feb. 1, 2007.  Frank Oswald, Esq., at Togut, Segal & Segal LLP,
representing Tower, told Christopher Scinta at Bloomberg News that
his firm filed 417 lawsuits seeking recovery of about $275 million
from companies that did business with Tower prior to the chapter
11 filing.  

With respect to some Defendants, the Debtors allege that they
transferred property of the estate within the 90-day period
before their bankruptcy filing.  The Debtors relate that they were
insolvent at the time that the Transfers were made.  The Transfers
enabled the Defendants to receive more than they would have
received if:

   (i) the Debtors' cases were administered under chapter 7 of
       the Bankruptcy Code;

  (ii) the Transfers had not been made; and

(iii) the Defendants had received payment of the debt to the
       extent provided by the Bankruptcy Code.

In some instances, the Debtors assert, the Transfers were made
within one year prior to their bankruptcy filing, and that they
received less than reasonably equivalent value in exchange for
some or all of the Transfers.  The Debtors note that they:

   (i) were insolvent on the date of the Transfers, or became
       insolvent as a result of the Transfers; or

  (ii) were engaged in business or a transaction for which any
       property remaining with the Debtors was an unreasonably
       small capital at the time of, or as a result of the
       Transfers.

Certain of the defendants hold trade claims against the Debtors.  
Seven of the defendants were listed among the Debtors' 30 largest
unsecured creditors as of the Petition Date:
                                                 Amount for which
                               Listed Claim        Debtors have
     Defendant              As of Petition Date   Sued to Recover
     ---------              -------------------  ----------------
     Denso                       $5,906,053         $10,160,262
     MST Steel Corporation       $5,399,459         $15,922,915
     Weldmation, Inc.            $5,215,287         $11,308,731
     TRW Automotive              $4,796,661             $28,996
     Visteon                     $4,449,674          $7,817,879
     Lemforder Corporation       $3,793,370          $1,097,788
     Vuteq Engineering Corp.     $2,534,605          $3,755,147

The Debtors disclose that the Official Committee of Unsecured
Creditors have asked them to pursue additional avoidance claims
against several other parties with whom they conducted business
during the applicable prepetition look-back periods.  The Debtors
may pursue additional actions against two defendants.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Wants to File Preference Actions Under Seal
-------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates ask the Honorable
Allen L. Gropper of the U.S. Bankruptcy Court for the Southern
District of New York to allow them to file complaints against
potential preference action defendants under seal to preserve
those potential causes of action, to allow the Debtors additional
time to negotiate with the Potential Defendants, and to conduct
further analysis whether or not to pursue or settle any actions

The Debtors also ask the Court to implement an immediate
standstill on the adversary proceedings initiated by the
Confidential Complaints pending further Court ruling.

The Debtors further want the case docket for any adversary
proceedings initiated by the Confidential Complaints sealed and
not made available for public access because the identities of
the Potential Defendants themselves are highly sensitive to the
Debtors' interests.

At the Court's request, the Debtors will provide the Court with
the identities of the Potential Defendants in camera.

For the past six months, the Debtors, the Official Committee of
Unsecured Creditors have been working together in a concerted
effort to determine whether, and to what extent, transfers made
by the Debtors during the applicable prepetition look-back
periods are subject to avoidance under the applicable provisions
of the Bankruptcy Code.

As a result of these efforts, the Debtors have filed
approximately 330 complaints seeking to recover the avoidable
transfers, Frank A. Oswald, Esq., at Togut, Segal & Segal, LLP,
in New York, relates.  The Creditors Committee has been actively
involved throughout the process.

Mr. Oswald notes that the Debtors' statutory deadline for filing
any additional actions based on Sections 544, 545, 547, 548, or
553 of the Bankruptcy Code was Feb. 2, 2007.

In addition to conducting the analysis and filing the complaints,
the Debtors have also obtained, and continue to negotiate,
stipulations with a number of potential defendants to toll the
Statutory Deadline to allow the Debtors to continue to analyze
whether to pursue or settle any actions against the potential
defendants, without running afoul of the Statutory Deadline, Mr.
Oswald says.

According to Mr. Oswald, the Creditors Committee also recently
requested that the Debtors pursue additional avoidance claims
against several additional defendants with whom the Debtors
conducted business during the applicable prepetition look-back
periods.  Mr. Oswald says the Debtors may seek to pursue
additional actions against two potential defendants.  The
identities of the Potential Defendants and the nature and
circumstances surrounding the prepetition transfers implicate
highly sensitive and competitive interests of the Debtors'
estates.

Mr. Oswald asserts that if the information were to become
publicly known, the Debtors' estates and ultimate prospects for
reorganization could suffer greatly.  Although the Debtors are
currently engaged in negotiations with each of the Potential
Defendants, both with respect to global commercial settlements
and with respect to Tolling Agreements, the Debtors may not have
concluded the negotiations by the Statutory Deadline.

Section 107 of the Bankruptcy Code provides bankruptcy courts
with the power to issue orders that will protect entities from
potential harm that may result from the disclosure of certain
confidential information.  By implementing the standstill on the
adversary proceedings arising from the Confidential Complaints,
the Court will preserve the status quo, hence, enabling the
Debtors to continue their commercial negotiations with the
Potential Defendants without the disruption caused by the
litigation.

The request is the least intrusive means of achieving the goal of
preserving the estates' causes of action, protecting the
Confidential Information, and fostering the creation of a full
and fair record for the Court's adjudication of disputes, Mr.
Oswald tells Judge Gropper.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TYRINGHAM HOLDINGS: Court Approves Amended Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approved the Amended Disclosure Statement explaining Tyringham
Holdings, Inc.'s Amended Chapter 11 Plan of Liquidation.

The Court determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind for
creditors to make informed decisions when the Debtor asks them to
vote to accept the Plan.

                       Overview of the Plan

The Plan contemplates the sale of substantially all of the
Debtor's assets as a going concern to generate cash for the
payment of its creditors.

The Plan also provides for a settlement among the Debtor's major
stakeholders and the distribution of certain proceeds of the sale
and the liquidation of any remaining assets.

                          Asset Sale

The Debtor tells the Court that Gordon Company, Tiger Capital
and SB Capital Group, David & Company, and Schiffman Investments,
purchased the Debtor's assets at approximately $12,628,600, in
cash, plus the assumption of certain of the Debtor's liabilities.  
Gordon Company et. al. are the Debtor's liquidators.

The sale was consummated on Oct. 6, 2006, following Court
approval.

                       Insufficient Funds

The Debtor relates that it paid Bank of America, its senior
secured creditor, $10,773,915 directly from the proceeds of the
sale.  It was however insufficient to pay BofA's claim in full.

Tyringham Investments, Inc., which had guaranteed a portion of the
BofA loan, to date has paid $4,496,325 to satisfy the amounts owed
by the Debtor prior to the consummation of the sale.  Investments
has also posted cash collateral of $2,827,440 to fund advances
made by BofA to during the wind-down period.

The Debtor also entered into a stipulation with the Official
Committee of Unsecured Creditors, BofA, and Investments, pursuant
to which the Debtor has

Pursuant to a stipulation entered into by and among the Debtor,
the Official Committee of Unsecured Creditors, BofA and
Investments, the Debtor has set aside $200,000 plus the proceeds,
if any, of the purchase price paid by Gordon, et al., for any
consigned merchandise in the Debtor's possession at the time of
the closing of the sale from the proceeds of the sale.

                       Treatment of Claims  

Under the Plan, BofA, will receive payment from Tyringham
Investments' Pledged Collateral.  Upon receipt of payment:

    (a) Tyringham Investment will be subrogated to the rights of
        BofA as against the Debtor's estate and

    (b) BofA will release Tyringham Investments form any and all
        obligations may have to BofA in connection to the BofA
        prepetition Loan and the DIP Loan to the Debtor.

Tyringham Investments Ltd.'s secured claim arises of out loans
made by Investments to the Debtor in the aggregate principal
amount of $4.68 million.  The loans were secured by a second
priority lien on all of the Debtor's assets.

On the Effective Date, Investments shall have an Allowed Claim
against the Debtor equal to the outstanding principal due under
the Investments Secured Loans as of the Petition Date.  
Investments will also be deemed to have assigned its Claim to the
Creditors' Trustee for the benefit of the beneficiaries of the
Investments Fund and waive any claim that it may have as the
holder of a General Unsecured Claim against any and all assets of
the Creditors' Trust.

At the Debtor's option, holders of Miscellaneous Secured Claims
will receive either:

   -- cash equal to their allowed claims;

   -- return of the collateral securing their allowed secured
      claim; or

   -- reinstatement of the debt constituting the allowed secured
      claim.

Each holder of Allowed Other Priority Claims will receive cash
equal to their claims.  Under the asset purchase agreement, if an
allowed other priority claim is included as an assume liability,
the claim will be satisfied by the Gordon, et al.

Holders of General Unsecured Claims who:

    * returns a Ballot and on such Ballot fails to elect not to
      receive distributions from the Investments Fund,

    * fails to return a Ballot, and thereby fails to elect not to
      receive distributions from the Investments Fund, or

    * prior to the Initial Distribution Date, provides the
      Creditors' Trustee with written notice of its election to
      receive distributions from the Investments Fund,

will receive one or more pro-rata distributions from the
Investments Fund.  In addition, all unsecured creditors will also
be entitled to receive pro-rata distributions from the proceeds of
Avoidance Actions.

Holders of Administrative Convenience Claims will receive a one-
time cash distribution form the Creditors' Trust in an amount
equal to the lesser of:

    -- 25% of their claim; or
    -- $250;

Equity Interests will be deemed cancelled and extinguished and
holders of these interests will receive nothing under the Plan.

A full-text copy of Tyringham Holdings' Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=070221031527

                   About Tyringham Holdings

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
Charles A. Dale, III, Esq., at McCarter & English, LLP, represents
the Debtor in its restructuring efforts.  FTI Consulting, Inc.,
serves as the Debtor's financial advisor.  Scott L. Hazan, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  At August 30, 2006,
the Debtor disclosed that it had $25 million in total assets and
$23.7 million in total debts.


TYRINGHAM HOLDINGS: Confirmation Hearing Rescheduled to March 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
will reschedule the hearing to consider confirmation of Tyringham
Holdings Inc.'s Amended Chapter 11 Plan of Liquidation to
11:30 p.m., on March 22, 2007.

The hearing was originally scheduled for March 8, 2007.

Headquartered in Richmond, Virginia, Tyringham Holdings, Inc.,
sells premium brand name jewelry to a broad base of middle and
upper income customers.  The Company filed for chapter 11
protection on Sept. 6, 2006 (Bankr. E.D. Va. Case No. 06-32385).
Charles A. Dale, III, Esq., at McCarter & English, LLP, represents
the Debtor in its restructuring efforts.  FTI Consulting, Inc.,
serves as the Debtor's financial advisor.  Scott L. Hazan, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  At August 30, 2006,
the Debtor disclosed that it had $25 million in total assets and
$23.7 million in total debts.


UP & TOP: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Up & Top Apparel, Inc.
        221-29 Horace Harding Expressway
        Oakland Gardens, NY 11364

Bankruptcy Case No.: 07-40791

Chapter 11 Petition Date: February 21, 2007

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Allen Wu, Esq.
                  Wu & Kao
                  747 Third Avenue
                  22nd Floor
                  New York, NY 10017
                  Tel: (212) 755-8880

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Eagle Well Globe, Inc.        Trade debt                $671,347
2nd Floor, 16
No. 22 Zhong Yuan Street
Taipei, Taiwan

AmerAsia Line, Inc.           Judgment pursuant to      $461,802
c/o Fisher & Krekorian        Case No. BC335983
225 Santa Monica Boulevard
12th Floor
Santa Monica, CA 90401

R Doll LLC                    Trade debt relating       $196,000
530 7th Avenue, Suite 2805    to incorrect wire
New York, NY 10018            transfer

Zhongchen Imp & Exp Co.,      Trade debt                $142,629
Ltd.
5th Floor, Jiashi Building
57 ZhongXin Road
Suzhou Industrial Park
China

US Pacific Transport          Trade debt relating        $74,322
182-16 149th Road             to freight forwarding
2nd Floor, Unit D
Jamaica, NY 11413

Yancheng Hong Yu Garment      Trade debt                 $12,648
Co., Ltd.
c/o Kazlow & Kazlow
237 West 35th Street
14th Floor
New York, NY 10001


VISIPHOR CORP: Settles Small Debt & Going Concern Doubt Continues
-----------------------------------------------------------------
Visiphor Corporation has issued 120,662 Units at $0.40 per Unit to
settle $48,264.77 of debt.  This debt settlement was previously
announced on July 13, 2004; however, issuance of the Units was
delayed due to the creditor's estate settlement.  Each Unit
consists of one common share and one common share purchase
warrant.  Each warrant will entitle the holder for two years from
the date of issue of the Units to acquire one additional common
share in the capital of Visiphor at an exercise price of $0.50 in
the first year and $0.75 in the second year.  The common shares
and warrants will be subject to a four-month hold period that
expires on June 19, 2007.

The securities will not be registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
"US persons," as such term is defined in Regulation S promulgated
under the Securities Act, except in certain transactions exempt
from the registration requirements of the US Securities Act.

Based in Burnaby, British Columbia, Visiphor Corporation (OTCBB:
VISRF; TSX-V: VIS; DE: IGYA) -- http://www.imagistechnologies.com/  
-- fka Imagis Technologies Inc., specializes in developing and
marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.  
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 24, 2005,
KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004, and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.

Grant Thornton LLP, the company's independent registered chartered
accountants, audited the company's December 31, 2005.  The
accounting firm noted that for the year ended December 31, 2005,
the company incurred a loss from operations of $6,631,656; a
deficiency in operating cash flow of $4,691,202; and significant
operating losses and net utilization of cash in operations in all
prior periods.

Grant Thornton noted that the company will require continued
financial support from its shareholders and creditors until it is
able to generate sufficient cash flow from operations on a
sustained basis.  "Failure to obtain ongoing support of its
shareholders and creditors may make the going concern basis of
accounting inappropriate, in which case the company's assets and
liabilities would need to be recognized at their liquidation
values."


WENDY'S INT'L: Inks $300 Million Purchase Agreement with Broker
---------------------------------------------------------------
Wendy's International Inc. has entered into an agreement to
purchase up to $300 million of its common shares from a broker-
dealer in an accelerated share repurchase transaction as part of
the company's plan to return capital to its shareholders.  The
common shares purchased will be placed into treasury to be used
for general corporate purposes.

The Board of Directors of the company had approved a share
repurchase program of up to 35.4 million shares.  As part of that
authorization, the company repurchased 22.4 million shares for
$803.4 million in a modified "Dutch Auction" tender offer in the
fourth quarter of 2006.  The company repurchased a total of
26.2 million shares during 2006.

"The ASR enables us to utilize our strong balance sheet to
return capital to shareholders in an efficient manner," said
Chief Executive Officer and President Kerrii Anderson.  "We are
confident [that the company's] business will continue to produce
improving results and generate positive cash flow as we execute
our strategic plan, revitalize the Wendy's brand and improve
restaurant operations across the entire system."

The number of shares that the company may repurchase pursuant to
the ASR will not be known until conclusion of the transaction,
which is expected to occur during the company's first quarter;
however, the company expects to repurchase up to approximately
9 million shares.  The price per share to be paid by the company
will be determined by reference to the weighted average price per
share actually paid by the broker-dealer to purchase shares during
a hedge period expected to be approximately one month, subject to
a cap and a floor.

Headquartered in Dublin, Ohio, Wendy's International Inc.
-- http://www.wendysintl.com/-- and its subsidiaries operate,    
develop, and franchise a system of quick service and fast casual
restaurants in the United States, Canada, and internationally.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service held its Ba2 Corporate Family Rating for
Wendy's International Inc.

Additionally, Moody's held its Ba2 ratings on the company's
$200 million 6.25% Senior Unsecured Notes Due 2011 and
$225 million 6.2% Senior Unsecured Notes Due 2014.  Moody's
assigned the debentures an LGD4 rating suggesting noteholders will
experience a 54% loss in the event of default.


WHOLE FOODS: Signs Definitive Merger Agreement with Wild Oats
-------------------------------------------------------------
Whole Foods Market Inc. and Wild Oats Markets Inc. signed a
definitive merger agreement under which Whole Foods Market will
acquire Wild Oats Markets' outstanding common stock in a cash
tender offer of $18.50 per share, or approximately $565 million
based on fully diluted shares.  Whole Foods Market will also
assume Wild Oats Markets' existing net debt totaling approximately
$106 million as reported on Sept. 30, 2006.

                      Transaction Highlights

   * Whole Foods Market offers $18.50 per share in cash, a 23%      
     premium to the one-month average closing price

   * Transaction enterprise value, including debt, is expected to
     be approximately $700 million

   * Transaction to be funded at closing with $700 million of
     senior term loans; in conjunction with the transaction,
     Whole Foods Market also intends to upsize its long-term
     senior revolving credit facility to $250 million

   * All of Whole Foods Market's 11 operating regions will gain
     stores, with three of its smallest regions gaining critical
     mass, and Whole Foods Market will gain immediate entry into a
     significant number of new markets

   * Whole Foods Market expects to recognize significant synergies
     through G&A cost reductions, greater purchasing power,
     increased utilization of support facilities and new team
     member talent.

"Wild Oats Markets and Whole Foods Market have both had a large
and positive impact on the natural and organic foods
movement throughout the United States, helping lead the industry
to nationwide acceptance and to becoming one of the
fastest growing segments in food retailing today," said John
Mackey, chairman, chief executive officer, and co-founder of
Whole Foods Market.  "Our companies have similar missions and core
values, and we believe the synergies gained from this combination
will create long-term value for our customers, vendors and
shareholders as well as exciting opportunities for our new and
existing team members."

"The growth opportunity in this category has led to increased
competition from many players, most of whom are not
dedicated natural and organic foods supermarkets, but are
considerably larger than we are," said Mr. Mackey.  "We have
made 18 retail acquisitions in our history, many of which were
platform acquisitions from which we have been able to
accelerate our growth geographically.  Wild Oats Markets will be
our largest acquisition and is a great geographical fit as
all of our 11 operating regions will gain stores and three of our
smallest regions - our Pacific Northwest, Rocky Mountain
and Florida regions - will gain critical mass.  We will also gain
immediate access into a significant number of new markets."

"We consider the integration of acquisitions to be a core
competency and have found it generally takes up to two years to
transition to our decentralized operations and implement our
incentive programs.  We expect this acquisition to be similar
and that over time we will recognize significant synergies through
G&A cost reductions, greater purchasing power and increased
utilization of facilities.  We are particularly excited to gain
many talented team members who will provide valuable support in
reaching our growth goal of $12 billion in sales in 2010.  Our
company continues to evolve at a rapid pace," Mr. Mackey
continued.  "We have always benefited through learning from past
acquisitions and believe this merger will result in a company that
is much stronger and better-positioned for the future."

"As the natural and organic foods industry continues to receive
attention from larger conventional players, the timing for
our two companies to join forces could not be better," said
Gregory Mays, Chairman and CEO of Wild Oats Markets.  "We believe
this strategy is in the best interest of our stakeholders, and our
board of directors has unanimously recommended that Wild Oats
Markets' stockholders tender their shares in this offer."

Whole Foods Market will be evaluating each banner as well as each
store to see how it fits into its overall brand and real estate
strategy.  Wild Oats Markets has been rationalizing its store base
over the last several years to shed underperforming stores, but
some additional store closures are expected as well as the
relocation of some stores that overlap with stores Whole Foods
Market currently has in development.  Whole Foods Market expects
to make significant investments in remodeling stores before
eventually re-branding them as Whole Foods Market stores.

Whole Foods Market has agreed in the merger agreement to commence
a tender offer on Feb. 27, 2007, for all of Wild Oats Markets'
outstanding common stock.  The tender offer is conditioned upon at
least a majority of the outstanding Wild Oats Markets' shares
being tendered, as well as customary regulatory and other closing
conditions.  Wild Oats Markets' board of directors has unanimously
recommended that Wild Oats Markets' stockholders tender their
shares in the offer.  The Yucaipa Companies, Wild Oats Markets'
largest shareholder with approximately 18% ownership, has
committed to tendering its shares.  Approval of the transaction by
Whole Foods Market shareholders is not required.  The tender offer
will expire within 30 days, subject to extension and to the
receipt of customary regulatory approvals.  Whole Foods Market
currently expects to close the transaction in April.

RBC Capital Markets is acting as financial advisor to Whole Foods
Market in connection with the acquisition and has rendered a
fairness opinion to its board of directors.  RBC Capital Markets
is also serving as dealer manager for the proposed tender offer.
RBC Capital Markets and JPMorgan will co-lead the debt financing,
and JPMorgan, as administrative agent for the senior credit
facility, will assist Whole Foods Market in seeking an amendment
to upsize the credit facility.  Citigroup Corporate and Investment
Banking is acting as financial advisor to Wild Oats Markets.

                       Gain in Share Price

Whole Foods' shares experienced its biggest gain after it
disclosed that it was buying Wild Oats, Josh Fineman of Bloomberg
reports.  Shares jumped $6.41 to $52.11 or 14% as of 4:01 p.m.
yesterday in the Nasdaq Stock Market.

Mr. Fineman relates that this is the company's biggest gain since
April 1999.  Wild Oats' share also climbed $2.69 to $18.41 or 17%.

                      About Wild Oats Markets

Wild Oats Markets Inc. (NASDAQ: OATS) is a nationwide chain of
natural and organic foods markets in the U.S. and Canada.  With
approximately $1.2 billion in annual sales, the company currently
operates 110 natural foods stores in 24 states and British
Columbia, Canada.  The Company's markets include: Wild Oats
Marketplace, Henry's Farmers Market, Sun Harvest and Capers
Community Markets.

                     About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a Fortune  
500 company and the largest natural and organic foods retailer.  
The company had sales of $5.6 billion in fiscal year 2006 and
currently has 191 stores in the United States, Canada and the
United Kingdom.

                          *     *     *

Moody's Investors Services placed Whole Foods Market's subordinate
and issuer ratings at Ba2 and Ba1 respectively.  The ratings were
placed on April 15, 2004, with a stable outlook.


WHOLE FOODS: Reports $1.9 Bil. Sales in Qtr. Ended Jan. 14, 2007
----------------------------------------------------------------
Whole Foods Market Inc.'s sales for the 16-week quarter ended
Jan. 14, 2007, increased 12% to $1.9 billion.  Comparable store
sales increased 7.0% on top of a 13.0% increase in the prior year.  
Identical store sales (excluding three relocated stores and three
major expansions) increased 6.2%.  Operating income before pre-
opening and relocation increased 2% to $101.8 million.  Net income
was $53.8 million.  

During the quarter, approximately $10.2 million relating to share-
based compensation, pre-opening rent and accelerated depreciation
was expensed for accounting purposes but was non-cash, compared to
$4.4 million in the prior year.  

During the quarter, the company produced $112 million in cash flow
from operations and received $29 million in proceeds from the
exercise of stock options.  Capital expenditures in the quarter
were $153 million of which $101 million was for new stores, and
the company paid approximately $21 million to shareholders in cash
dividends.  At the end of the quarter, the company had total
cash and investments of approximately $222 million and total long-
term debt of approximately $3 million.

"We are pleased with our 7% comparable store sales growth in the
first quarter, which was in line with our expectations and against
a tough 13% comparison in the prior year," said John Mackey,
chairman, chief executive officer, and co-founder of Whole Foods
Market.  "We are producing higher sales growth, comps and sales
per square foot than our public competitors.  Given our record
store development pipeline, continued anticipated acceleration in
store openings, and now the announcement of our pending merger
with Wild Oats Markets, we believe we are even better positioned
to achieve our goal of $12 billion in sales in fiscal year 2010.
Over the longer term, however, we believe our sales potential is
much greater as the market continues to grow and as our company
continues to improve."

For the first quarter, gross profit decreased 24 basis points to
34.3% of sales.  These results include a LIFO charge of $1.0
million in the quarter, unchanged from the prior year.  Due to
seasonality, the company's gross margin is typically lower in the
first quarter than in the remaining three quarters of the year,
averaging 34.3% for the past five years.  For stores in the
comparable store base, gross profit improved two basis points to
34.5% of sales.

Direct store expenses increased 35 basis points to 25.8% of sales.
The increase was primarily due to higher share-based compensation
expense and health care costs as a percentage of sales.  For
stores in the comparable store base, direct store expenses
improved six basis points to 25.4% of sales.

Share-based compensation expense, a non-cash expense, was
$4.8 million for the quarter versus $1.1 million in the prior
year.  Of the amount, $2.6 million was included in direct store
expenses, $2.0 million was included in G&A, and $0.2 million was
included in non-retail contribution.

                       New Store Development

In the first quarter, the company opened three stores in West
Orange, N.J., Tigard, Ore., and Seattle, Wash. and relocated one
store in Dallas, Tex., ending the quarter with 189 stores and
approximately 6.6 million square feet in operation.

In the second quarter, the company has opened two stores in
Fairfax, Va. and Chicago, Ill., relocated one store in Portland,
Maine, and expects to open two additional stores in Birmingham,
Ala. and Cleveland, Ohio.  

The company has recently signed seven new store leases averaging
50,000 square feet in size which are: Mill Valley, Calif.; Santa
Cruz, Calif.; Fairfield, Conn.; Alpharetta, Ga. (a relocation);
St. Louis, Mo.; Manhattan, N.Y.; and Charlottesville, Va. (a
relocation).

           Growth Goals for Fiscal Year 2007 and Beyond

The company's guidance for fiscal year 2007 excludes any impact
from the pending merger with Wild Oats Markets, as the transaction
has not closed.

The company notes that fiscal year 2007 is a 53-week year, with
the extra week falling in the fourth quarter making it a thirteen-
week quarter.  For fiscal year 2007, on a 52-week to 52-week
basis, the company expects total sales growth of 13% to 17%. In
fiscal year 2006, the company produced 11.0% comparable stores
sales growth, ranging from 13.0% in the first quarter to 8.6% in
the fourth quarter.  The company expects comparable store sales
growth of 6% to 8% for fiscal year 2007.

Thus far in fiscal year 2007, the company has opened seven stores
and expanded one store representing approximately 399,000 square
feet.  In addition, 13 of the company's 16 currently tendered
stores, representing approximately 716,000 square feet, are
expected to open this fiscal year, translating to an estimated
year-over-year increase in ending square footage of approximately
16%.

On a 52-week basis compared to adjusted fiscal year 2006 results,
the company expects growth in operating income before pre-opening
and relocation costs to be in line with or slightly lower than
sales growth.

The company expects total pre-opening and relocation costs for
fiscal year 2007 to be in the range of $68 million to $74 million,
including approximately $30 million to $34 million of pre-opening
rent and accelerated depreciation related to relocations, both of
which are expensed for accounting purposes but primarily non-cash.
The significant year-over-year increase is due primarily to the
anticipated acceleration in leases tendered and square footage
opening in fiscal years 2007 and 2008, including the opening of 18
to 20 new stores this fiscal year.  Approximately $18 million to
$24 million relates to stores expected to open in fiscal year
2008.  These ranges are based on estimated tender dates which
are subject to change.  

The company expects significantly higher-than-average pre-opening
expense in fiscal year 2007 of approximately $7 million related to
its first Whole Foods Market store in London.  Excluding this
store, the company expects total pre-opening and relocation
expense for stores opening in fiscal year 2007 to average
approximately $2.4 million per store, above the company's
average for stores that opened in fiscal year 2006 due primarily
to higher accelerated depreciation related to relocations.  The
company expects quarterly pre-opening and relocation expense to be
fairly even throughout the remainder of the fiscal year.

The company expects share-based compensation, a non-cash expense,
of approximately $2 million to $3 million in the second quarter
and $3 million to $4 million per quarter in the second half of the
year following the company's annual grant date early in the third
quarter, when the majority of options are granted.

Capital expenditures are expected to be in the range of $525
million to $575 million.  Of this amount, approximately 70% to 75%
is related to new stores opening in fiscal year 2007 and beyond.

The company expects its materially higher pre-opening and
relocation costs resulting primarily from the anticipated
acceleration in leases tendered and square footage opening in
fiscal years 2007 and 2008 to significantly impact fiscal year
2007 diluted earnings per share growth.  

Longer term, the company's goal is to reach $12 billion in sales
in fiscal year 2010.

                     About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a Fortune  
500 company and the largest natural and organic foods retailer.  
The company had sales of $5.6 billion in fiscal year 2006 and
currently has 191 stores in the United States, Canada and the
United Kingdom.

                          *     *     *

Moody's Investors Services placed Whole Foods Market's subordinate
and issuer ratings at Ba2 and Ba1 respectively.  The ratings were
placed on April 15, 2004, with a stable outlook.


WOLDRICH HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Woldrich Holdings, Inc.
        17617 North 25th Avenue, Suite 2
        Phoenix, AZ 85023

Bankruptcy Case No.: 07-00718

Type of Business: The Debtor filed for chapter 11 protection on
                  January 8, 2007 (Bankr. D. Ariz. Case No. 07-
                  00009).

Chapter 11 Petition Date: February 22, 2007

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Scott H. Coombs, Esq.
                  Coombs & Associates
                  1811 South Alma School, Suite 225
                  Mesa, AZ 85210
                  Tel: (480) 839-4828
                  Fax: (480) 897-1461

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bank of America                    Corporate Debt        $201,972
P.O. Box 60069
City of Industry, CA 91716-0069

Internal Revenue Service           Corporate Debt        $116,583
210 East Earll Drive               Payroll Taxes
Phoenix, AZ 85003

John & Constance Bigelow           Corporate Debt         $93,000
c/o Robert Bauer, Esq.
7301 North 16th Street
Phoenix, AZ 85020-5297

ADP                                Corporate Debt         $80,000

XPEDX Paper                        Corporate Debt         $62,138

Arizona Dept. of Revenue           Corporate Debt         $55,289

M&I Bank                           Corporate Debt         $50,000

Capital One                        Corporate Debt         $47,373

Compass Bank                       Corporate Debt         $40,329

Unisource Paper Company            Corporate Debt         $37,451

Citi Advantage                     Corporate Debt         $21,069

Fujifilm Graphic Systems           Corporate Debt         $20,022

Phoenix City Treasurer             Corporate Debt         $15,827

MBNA                               Corporate Debt         $14,394

William Curosh, Esq.               Corporate Debt         $11,007

TEXACO                             Corporate Debt         $10,267

Eastman Kodak                      Corporate Debt          $7,228

The Business Journal               Corporate Debt          $2,025


YUKOS OIL: Receiver to Auction Assets in Late March, Reports Say
----------------------------------------------------------------
Eduard Rebgun, the bankruptcy receiver of OAO Yukos Oil Co., will
conduct the first set of auctions for the assets of what was once
Russia's largest oil producer in late March, according to
published reports.

AK&M News earlier reported that Yukos's assets are valued at US$33
billion minus a 30% discount.  The sale of the company's remaining
assets, which include refineries and two oil production units,
will begin following the completion of the valuation process this
month.

According to RosBusinessConsulting, interested bidders are
required to submit an advance payment equal to 20 percent of the
cost of the lot to participate in the auction.  The amount must be
deposited in rubles to the Debtor's account.  

State-owned Rosneft Oil and OAO Gazprom are widely seen as the
most likely contenders for the bulk of nearly 200 Yukos assets set
to be liquidated this year, The Moscow Times relates.

Published reports suggest that the auction would likely begin with
the sale of Yukos' 20% stake in Gazprom Neft and 9% stake in
Rosneft Oil.  Receivers are reportedly asking RUR2.6 billion more
for Gazprom than it is worth, while Rosneft is offered at
RUR18.83 billion, an amount lower than its market price.  
Kommersant says, citing unofficial reports, the market price for
the stake in Gazprom is set at RUR111.35 billion and the shares in
Rosneft at RUR191.92 billion.

Rosneft CEO Sergei Bogdanchikov told the Interfax news agency that
his company's decision to bid would be based on the valuations of
the individual assets, Greg Walters writes for the Wall Street
Journal.

WSJ reveals that Gazprom is in talks with other investors about
possible joint bids for certain assets, with Gazprom expected to
retain controlling stakes.  Possible partners include: Chevron
Corp., ENI SpA and ONGC Videsh Ltd., a subsidiary of India's Oil &
Natural Gas Corp., WSJ relates.

Aside from being a potential buyer, Rosneft also holds a
RUR264.6 billion ($10 billion) claim against Yukos, which entitles
Rosneft a seat in the firm's creditors' committee.

                        About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few
days later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than $12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* BOOK REVIEW: Life, Death and the Law: Law and Christian Morals
               in England and the United States
----------------------------------------------------------------
Author:     Norman St. John-Stevas
Publisher:  Beard Books
Paperback:  380 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981130/internetbankrupt


Norman St. John-Stevas' Life, Death and the Law demonstrates that
despite the current diversity in our Anglo-American society,
Christian ethics have played a major role in shaping the law with
regard to moral issues.

Many Christians still look to the law to enforce Christian
standards of morality and social behavior, particularly with
regard to respect for the human person and concern for human
rights.

This book examines such interplay in a liberal society, namely
that of the Anglo-American tradition.

After stating some general principles governing the relationship
between Christian morality and the law in England and the United
States, the author examines several contemporary legal-moral
issues: contraception, artificial insemination, human
sterilization, homosexuality, suicide, and euthanasia the role
that religion can, and sometimes does, play in their legal
interpretation.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Tara Marie A. Martin,
Frauline S. Abangan, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***