I cannot address the video upconversion question yet because I need to re-wire my whole setup to my new HK AVR 7300.
But I can tell you the fan is noisy, and I was warned about that in a recent "Sound and Vision" review of this unit (Nov 2004). But like DTRUTH, my usual volume level is well above that noise level, so I'm not bothered by it. Even at idle this baby gets hot(!) so I'm glad the fan is there, noisy though it may be.