Surround Processor better than a Proceed AVP?


Looking for a $500-900 Surround Processor Recommendation to replace a Proceed AVP-S:

1.Must have multi-room (2 zone) preout for 2-ch (so no Meridian?)
2.2-ch and 5-ch music quality on-par with or better than the Proceed AVP-S (so no Japanese AVRs?)
3.DD/DTS a must
4.Reliable – no pops or hiss. I’m getting some little pops and hangs with my AVP.
5.DD TrueHD or 5.1 analog input (AVP lacks this, AVP2 too expensive?)

Amps will be Rotel, speakers from North Creek (front/sub) and NHT (rear in-ceiling). I will not need any video switching.
ericsphillips
Anthem AVM-2 or 20, Sunfire II, III or IV, Sherbourn 7020A. Be careful with zone 2-many units have a fixed volume for zone 2 (ie sony), also most will not pass through a digital signal, analogue source only for zone 2.
I don't agree with Elevick suggestions at all, those mentioned seems like an absolute downgrade. If HDMI is a none issue, then I say go with the AVP2, you already know how good AVP is.
You have to spend a lot more money to get better sound then AVP2, something like Meridian or Casablanca, but those almost cost twice as much. Look at the reviews for AVP2 before deciding to go with other processors.
Have you considered the Proceed PAV/PDSD? I know several of those units that are still working flawlessly and sounding great.