TCR_Public/070226.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 26, 2007, Vol. 11, No. 48

                             Headlines

ACE SECURITIES: S&P Downgrades Rating on Class M-6 Debt to BB
ADVANCED COMM: Posts $211,901 Net Loss in Quarter Ended Dec. 31
ADVANCED MARKETING: Court Okays Sale of PGW's Distribution Rights
ADVANCED MARKETING: Committee Taps Traxi as Financial Advisor
ADVANCED MULTI: Files Schedules of Assets & Liabilities

AERCO LIMITED: Moody's Junks Rating on $241 Million Notes
AMERIQUEST MORTGAGE: DBRS Reviews Low-B Ratings on 3 Class Certs.
ARVINMERITOR INC: Earns $7 Million in Quarter Ended December 31
ARVINMERITOR INC: Repays in Full Outstanding Term Loan B
ASHMORE ENERGY: S&P Rates $1.5 Billion Loans at B+

ASHMORE ENERGY: Moody's Rates Proposed $1.5 Bil. Sr. Debts at Ba3
BUILDING MATERIALS: S&P Rates $325 Million Senior Notes at B
CDC MORTGAGE: Moody's Junks Rating on Series 2001-HE1 Certificates
CHARTER COMMS: S&P Rates Proposed $7.5 Billion Facilities at B+
CITIGROUP MORTGAGE: DBRS Reviews BB Rating on $9.7 Million Certs.

CONEXANT SYSTEMS: Receives $98.1 Million from Acquicor-Jazz Merger
CONSOLIDATED ENERGY: Baker & Jennings Resigns as Directors
CROWN CASTLE: S&P Holds BB+ Rating on $900 Mil. Credit Facility
DAIMLERCHRYSLER: Chrysler CEO LaSorda Communicates with Employees
FIRST FRANKLIN: DBRS Downgrades Ratings on Three Class Certs.

FLEMING COS: Post-Con Trust Commences First Cash Distribution
GETTY IMAGES: Gets Notice of Event of Default for Filing Failure
GETTY IMAGES: To Acquire WireImage for $200 Million in Cash
HCP ACQUISITION: S&P Junks Rating on Proposed $171.2 Mil. Sr. Loan
HOLLINGER INC: Ontario Court to Hear Black Entities' Appeal Today

INTERSTATE BAKERIES: Court Okays Ninth Amendment to DIP Agreement
INEX PHARMA: Wants Protiva Declared Bankrupt On Unpaid Invoices
INFOR GLOBAL: Increased Debt Prompts S&P's Stable Outlook
INNOPHOS INC: Likely Debt Reduction Cues S&P's Positive Outlook
JACK IN THE BOX: Earns $37.4 Million in Quarter Ended January 21

JANUSZ SLUPECKI: Case Summary & Three Largest Unsecured Creditors
KAHUKU HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
LANCER MANAGEMENT: Inks Settlement Pacts with Receiver & Zi Corp.
LAND O'LAKES: Sells California Operations to Saputo for $216 Mil.
LAND O'LAKES: Saputo Agreement Prompts S&P's Positive Outlook

LEATHERWOOD RESORT: Case Summary & 7 Largest Unsecured Creditors
LISBON INN: Bankruptcy Filing Halts Auction of Property
LISBON INN: Case Summary & 20 Largest Unsecured Creditors
M/I HOMES: Weak Performance Cues S&P's Negative Outlook
MARCAL PAPER: Panel Brings In Bridge Associates as Fin'l. Advisor

MARCAL PAPER: Seeks July 28 Exclusive Plan Filing Deadline
MARCAL PAPER: Wants Lease Decision Period Extended Until June 28
MERITAGE MORTGAGE: DBRS Reviews BB Rating on $7.8 Million Certs.
MERRILL LYNCH: S&P Cuts Rating on Class B-3 Certificates to B
MITTAL STEEL: Ordered to Sell Sparrows Point Plant in Baltimore

MORTGAGE LENDERS: U.S. Trustee Appoints Seven-Member Committee
MORTGAGE LENDERS: Hires Trumbull as Claims and Noticing Agent
NATIONAL BEDDING: S&P Rates $210 Million Second-Lien Facility at B
NORTH AMERICAN: Major Stockholder Wants J. Christian as Director
NEW YORK RACING: Wants Exclusive Plan-Filing Period Extended

NOVASTAR FINANCIAL: Expects GAAP Profitability in Coming Years
NSG HOLDINGS: S&P Assigns BB Rating on $286 Million Senior Loan
OCWEN FINANCIAL: Gets $45.9 Mil. Capital Sharing from BMS Holdings
OLIN BRYANT JR: Case Summary & 12 Largest Unsecured Creditors
OPTIMAL GEOMATICS: Oct. 31 Balance Sheet Upside Down by CDN$17.2MM

OWNIT MORTGAGE: Picks Credit-Based Asset Servicing as Lead Bidder
PALMDALE HILLS PROPERTY: S&P Withdraws Ratings on Facilities
PARK PLACE: DBRS Reviews Low-B Ratings on Two Class Certificates
PREDIWAVE CORPORATION: Court Denies New World's Dismissal Plea
PRIME MORTGAGE: S&P Assigns Default Rating to 2004-CL1 B-5 Certs.

PRUDENTIAL SECURITIES: S&P Lifts Rating on Class J Certs. to BB+
RICHARD WOOD: Case Summary & 10 Largest Unsecured Creditors
ROBERT DAVIS: Voluntary Chapter 11 Case Summary
SANDISK CORP: Cost Cutting Plan to Reduce Workforce by 10%
SEMCO ENERGY: Cap Rock Deal Cues Moody's Developing Outlook

SHERYL BERGMAN: Case Summary & 15 Largest Unsecured Creditors
SHILOH INDUSTRIES: Moody's Holds Corporate Family Rating at Ba3
SHREVEPORT DOCTORS: Has Interim Access to Cash Collateral
SOUNDVIEW HOME: DBRS Reviews BB Rating on $5.6 Mil. Certificates
STAT AMBULANCE: Case Summary & 20 Largest Unsecured Creditors

STATION CASINOS: Accepts $5.5 Bil. Offer from Management-Led Deal
SWEETWATERS OF HAUPPAUGE: Voluntary Chapter 11 Case Summary
TXU CORP: KKR, TPG & Goldman Sachs Offering $32 Billion for Firm
TXU CORP: KGS Asks Investors to Participate in Deal Investigation
TXU CORP: Ceres Investor Coalition Issues Report on Financial Risk

VINCENT PETRAGLIA: Voluntary Chapter 11 Case Summary
XEROX CORPORATION: Increases Share Repurchase Program

* BOND PRICING: For the week of February 19 -- February 23, 2007

                             *********


ACE SECURITIES: S&P Downgrades Rating on Class M-6 Debt to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-6
from ACE Securities Corp. Home Equity Loan Trust Series 2003-HE1
to 'BB' from 'BBB-'.  The rating remains on CreditWatch, where it
was placed with negative implications Aug. 16, 2006.

The downgrade of class M-6 reflects deteriorating performance that
has allowed losses to outpace excess interest and erode available
credit support.  Cumulative losses total 1.24% of the original
pool balance of $7.1 million, while serious delinquencies total
21.27% of the current pool balance of $4.8 million.  Currently,
17.09% of the pool balance remains outstanding.

Standard & Poor's will continue to closely monitor the performance
of class M-6.

If losses decline to a point at which they no longer outpace
excess  interest, and the level of overcollateralization has not
been further eroded, S&P will affirm the rating and remove it from
CreditWatch.  Conversely, if losses continue to outpace excess
interest, S&P will take further negative rating actions on this
class.

                   Rating Lowered And Remaining
                     On Creditwatch Negative

                 ACE Securities Corp. Home Equity
                    Loan Trust Series 2003-HE1

                                   Rating
                                   ------
               Class        To                 From
               -----        --                 ----
               M-6          BB/Watch Neg       BBB-/Watch Neg


ADVANCED COMM: Posts $211,901 Net Loss in Quarter Ended Dec. 31
---------------------------------------------------------------
Advanced Communications Technologies Inc. reported a $211,901 net
loss on $2 million of net sales for the second quarter ended
Dec. 31, 2006, compared with a $224,682 net loss on $2.2 million
of net sales for the same period last year.

The decrease in net sales was primarily due to reduced repair
orders from one of Cyber-test Inc.'s major customers, partially
offset by an increase in repair orders from another major
customer, as well as an increase in equipment salvage revenue.

Gross profit decreased to 33.4% as compared to 36.9% last year due
primarily to fuel surcharges that could not be passed on to
customers and workforce training costs.

Total operating expenses decreased $140,000 primarily attributable
to decreases in depreciation and amortization expense and
professional and consulting expenses of $64,000 and $116,000,
respectively, offset by an increase of $39,000 in selling, general
and administrative expenses.

Interest expense decreased to $10,000 compared to $21,000 for the
quarter ended Dec. 2005.  The decrease is primarily due to a
decrease in the amount of notes payables and capital leases
outstanding in the quarter ended Dec. 31, 2006, compared to the
comparable period in 2005.

At Dec. 31, 2006, the company's balance sheet showed $5.4 million
in total assets, $3.3 million in total liabilities, and
$2.1 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1.5 million in total current assets available to
pay $3.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a4a

                        Going Concern Doubt

Berenson LLP in New York raised substantial doubt about Advanced
Communications Technologies, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal year ended June 30, 2006.  The auditing firm pointed to the
company's net loss and working capital deficiency.

             About Advanced Communications

Based in New York, Advanced Communications Technologies Inc.
(OTCBB: ADVC.OB) -- http://www.advancedcomtech.net/--
is a public holding company specializing in the technology
after-market service and supply chain, known as reverse logistics.
Its wholly owned subsidiary and principal operating unit,
Encompass Group Affiliates Inc. acquires and operates businesses
that provide computer and electronics repair and end-of-life cycle
services.

Encompass owns Cyber-Test Inc., an electronic equipment repair
company based in Florida and the company's principal operating
business.  The company operates in one business segment, the
repair and refurbishment component of the reverse logistics
industry.


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

AMS and its debtor-affiliates also obtained the Court's approval
of the purchase agreement between the Debtors and Perseus, and the
Court's authority to assume and assign the contracts to CDS.

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Debtors asked the Court for authority to sell PGW's rights under
its distribution agreements with various publishers to Perseus and
CDS.  Debtors also asked the Court to authorize PGW to assume and
assign the Distribution Agreements, and sell certain other assets
related to its distribution business to Perseus.

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 clarifies 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 reports.

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 says 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 adds.

               Amber-Allen Contract Deemed Rejected

To address the objection filed by Amber-Allen Publishing, Inc.,
Judge Sontchi rules 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

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: Committee Taps Traxi as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Advanced
Marketing Services Inc. and its debtor-affiliates' bankruptcy
cases asks the U.S. Bankruptcy Court for the District of Delaware
for permission to retain Traxi LLC as its financial advisors, nunc
pro tunc to Jan. 12, 2007.

The Committee tells the Court that it selected Traxi LLC because
of its experience and knowledge and believes that Traxi is well
qualified to represent it in the Debtors' bankruptcy cases.

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.

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: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Advanced Multi Product Group Inc. delivered to the U.S. Bankruptcy
Court for the Eastern District of Michigan its schedules of assets
and liabilities.

The Debtor discloses:

                                        Assets    Liabilities
                                        ------    -----------
A. Real Property                            $0
B. Personal Property               $27,482,516
C. Property Claimed as Exempt
D. Secured Claims                                  $9,178,662
E. Unsecured Priority Claims                       $2,261,734
F. Unsecured Non-priority Claims                   $3,474,885
                                   -----------    -----------
     Total                         $27,482,516    $14,915,282

Rockland Business Credit LLC holds the largest secured claim
totaling $7,614,238.

The Internal Revenue Service holds the largest unsecured priority
claim totaling $2,008,973.

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.  The Debtor's exclusive period to file a chapter 11 plan
expires on May 22, 2007.


AERCO LIMITED: Moody's Junks Rating on $241 Million Notes
---------------------------------------------------------
Moody's Investors Service downgraded six classes of pooled
aircraft lease-backed notes issued by AerCo Limited Trust.

There are two collection top-up accounts supporting the AerCo
transaction.  The first top-up amount, fully funded at
$30 million, primarily supports expenses and Class A interest.

The second top-up account supports the next priorities in the
waterfall, including first Class A minimum principal, Class B
interest and minimum principal, Class C interest and minimum
principal, and finally Class D interest and minimum principal.

The second top-up account, currently funded at $5.2 million, is
expected to be depleted in the next several months, at which time
cash flows available to this portion of the waterfall are expected
to decline significantly.

Moody's review focused on the degree to which proceeds generated
by the aircraft portfolio are likely to support debt service under
each of the Notes, as well as the degree of credit support
available to each of the Notes.

The rating differential between the Class A-3 and Class A-4 Notes
results primarily from the expected amortization schedules over
the next five to six years.

These are the rating actions:

   -- $539.0 Million Class A-3 Floating Rate Notes due July 2025,
      downgraded to Ba3 from Baa3

   -- $82.0 Million Class A-4 Floating Rate Notes due July 2025,
      downgraded to A3 from A1

   -- $36.3 Million Class B-1 Floating Rate Notes due July 2023,
      downgraded to Caa3 from B1

   -- $60.1 Million Class B-2 Floating Rate Notes due July 2025,
      downgraded to Caa3 from B1

   -- $72.1 Million Class C-1 Floating Rate Notes due July 2023,
      downgraded to Ca from Caa1

   -- $72.6 Million Class C-2 Floating Rate Notes due July 2025,
      downgraded to Ca from Caa1.


AMERIQUEST MORTGAGE: DBRS Reviews Low-B Ratings on 3 Class Certs.
-----------------------------------------------------------------
Dominion Bond Rating Service placed four classes under ueview
with Negative Implications from four Ameriquest Mortgage Trust
Securities Inc. transactions.

   -- $12,000,000 Asset-Backed Pass-Through Certificates, Series
      2004-R7, Class M-11 currently rated BBB (low)

   -- $15,000,000 Asset-Backed Pass-Through Certificates, Series
      2004-R8, Class M-10 currently rated BB (high)

   -- $7,000,000 Asset-Backed Pass-Through Certificates, Series
      2004-R9, Class M-9 currently rated BB (high)

   -- $14,250,000 Asset-Backed Pass-Through Certificates, Series
      2004-R11, Class M-10 currently rated BB (high)


ARVINMERITOR INC: Earns $7 Million in Quarter Ended December 31
---------------------------------------------------------------
ArvinMeritor, Inc. reported $7 million of net income on
$2.3 billion of sales for the quarter ended Dec. 31, 2006 compared
with $34 million of net income on $2.09 billion of sales in the
comparable period of 2005.

"We are operating in a difficult environment in the passenger car,
light-duty truck, and commercial vehicle segments.  In an effort
to address the ongoing challenges, and create value for our
shareowners, we are making good progress and are on track with our
recently announced initiative, Performance Plus.  By proactively
taking control of our future through this global transformational
initiative, while at the same time maintaining focus on improving
our operational and financial performance, we will emerge a
stronger, more dynamic global organization," said Chip McClure,
Chairman, CEO and President.

The company reduced its fiscal year 2007 forecast for light
vehicle production to 15.3 million vehicles in North America, down
from 15.8 million forecasted last quarter.  The company's forecast
for Western Europe is unchanged at 16.1 million vehicles.

The company anticipates sales from continuing operations in fiscal
year 2007 in the range of $8.9 to $9.1 billion, and the outlook
for full-year diluted earnings per share from continuing
operations to be in the range of $1.15 to $1.25.  Cash flow
guidance for fiscal year 2007 is $75 million to $125 million, as
previously forecast.  This guidance excludes gains or losses on
divestitures, restructuring costs, and other special items,
including potential extended customer shutdowns or production
interruptions.

"We are focused on redefining ArvinMeritor by creating a culture
of operational, commercial and individual excellence," said
Mr. McClure.

"Our vision is to be a global systems provider focused on our
target markets, deliver strong financial performance and drive
even greater value for our shareowners, employees and customers."

A full-text copy of the company's Form 10-Q for the quarter ended
Dec. 31, 2006 is available for free at:

              http://ResearchArchives.com/t/s?1a55

About ArvinMeritor Inc.

Based in Troy, Mich., ArvinMeritor Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components serving light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and certain
aftermarkets.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Dominion Bond Rating Service assigned a rating of BB (low) to
the $175 million Convertible Senior Unsecured Notes of
ArvinMeritor Inc.  The trend is Stable.


ARVINMERITOR INC: Repays in Full Outstanding Term Loan B
--------------------------------------------------------
ArvinMeritor, Inc., repaid in full the $169.5 million aggregate
principal amount of its outstanding Term Loan B due in 2012.  Net
proceeds from the recent issue of convertible senior unsecured
notes along with other sources were used to fund the repayment.

The company also disclosed that lenders participating in the
Senior Secured Revolving Credit Facility due in 2011 have
unanimously approved amendments to the facility.

The amendments include a reduction of the revolving credit
facility from $980 million to $900 million in addition to less
restrictive financial covenant levels.

Jim Donlon, senior vice president and CFO said, "While the
reductions and improvements to our revolving credit facility were
not required, they demonstrate our ongoing effort to continuously
improve our balance sheet."  He continued, "With the recently
announced agreement to sell our Emissions Technologies Group, the
need for facilities of more than $1 billion is no longer
necessary.  We believe the enhancements will provide additional
financial flexibility as we focus on transforming our company and
we are pleased with the support of our bank group in helping us
achieve our goals."

                       Credit Facility Amendment

The company entered into Amendment No. 1 to Credit Agreement,
among ArvinMeritor, ArvinMeritor Finance Ireland, the financial
institutions party and JPMorgan Chase Bank, National Association,
as Administrative Agent.

The amendment relates to the Credit Agreement, dated as of June
23, 2006, by and among ArvinMeritor, AFI, the institutions from
time to time parties thereto as lenders, JPMorgan Chase Bank,
National Association, as Administrative Agent, Citicorp North
America, Inc. and UBS Securities LLC, as Syndication Agents, ABN
AMRO Bank N.V., BNP Paribas and Lehman Commercial Paper Inc., as
Documentation Agents, and J.P. Morgan Securities Inc. and
Citigroup Global Markets, as Joint Lead Arrangers and Joint Book
Runners.

The primary purposes of the amendment are:

    (a) to provide for repayment by ArvinMeritor of the
        $170 million term loan under the Credit Agreement;

    (b) to reduce the amount of the revolving loan commitment
        under the Credit Agreement to $900 million from
        $980 million; and

    (c) to amend certain covenants in the Credit Agreement,
        including covenants with respect to maintenance by
        ArvinMeritor of specified debt and fixed charge coverage
        ratios.

A full text copy of Amendment No. 1 to Credit Agreement, dated as
of February 23, 2007, is available for free at:

              http://ResearchArchives.com/t/s?1a56

About ArvinMeritor Inc.

Based in Troy, Mich., ArvinMeritor Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components serving light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and certain
aftermarkets.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Dominion Bond Rating Service assigned a rating of BB (low) to
the $175 million Convertible Senior Unsecured Notes of
ArvinMeritor Inc.  The trend is Stable.


ASHMORE ENERGY: S&P Rates $1.5 Billion Loans at B+
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Ashmore Energy International.

At the same time, Standard & Poor's assigned its 'B+' secured debt
rating and '3' recovery rating to AEI's $500 million revolving
credit facility due 2012 and the company's $1.0 billion term loan
due in 2014.

The outlook is stable.

AEI will use the proceeds from the term loan to refinance its
original debt from when it acquired its assets from Enron Corp.,
provide for working capital, and other general corporate purposes.

The '3' recovery rating assigned to the term loan indicates
expectations of meaningful recovery of principal in a payment
default scenario.

AEI, a Cayman Island holding company, is majority owned by funds
that have, directly or indirectly, appointed Ashmore Investment
Management Ltd, a subsidiary of Ashmore Group PLC as their
investment manager.  AEI has ownership interests and managerial
responsibilities in 19 energy assets in 14 countries.

"We view AEI's significant asset concentration in emerging markets
and its reliance on distributions from investments in companies
focused on the energy sector in jurisdictions with considerable
regulatory and operating uncertainties and potential currency
devaluation to be material risks," said Standard & Poor's credit
analyst Kenneth L. Farer.

Standard & Poor's also said that the stable outlook reflects that
Ashmore should maintain sufficient liquidity and dividends from
its investment portfolio to meet its obligations over the near
term.


ASHMORE ENERGY: Moody's Rates Proposed $1.5 Bil. Sr. Debts at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
senior secured credit facilities of Ashmore Energy International.
The proposed credit facilities include a $500 million revolving
credit facility due 2012 and a $1 billion term loan due 2014.
Moody's also assigned a B1 corporate family rating to the company.

The ratings assigned to the senior secured facilities reflect both
the overall probability of default of the company, for which
Moody's assigns a probability of default rating of B1 and loss
given default assessments of LGD3, 35% for the term loan and the
revolving credit facility.  The rating outlook for AEI is stable.

Proceeds from the credit facilities will be used to refinance
existing indebtedness, pay transaction fees, and for general
corporate purposes.  The credit facilities will be secured by a
pledge on the shares of the top tier holding companies of AEI's
operating companies and a pledge on all secured loans made by AEI
to any of its subsidiaries.  AEI's capital structure also includes
subordinated PIK notes in the amount of approximately $560 million
that are not rated.

AEI is a diversified energy company with equity interests in
energy infrastructure assets, including:

   -- natural gas distribution, transportation, and services;
   -- power generation; and
   -- power distribution.

AEI is majority owned by investment funds that have directly or
indirectly appointed Ashmore Investment Management Limited as
their investment manager.  The company was acquired from Enron and
certain of its affiliates in 2006.

The Ba3 rating on AEI's proposed credit facilities reflects the
security afforded these facilities under the credit agreement.

The company's B1 CFR reflects these credit challenges:

   1) AEI's focus on equity investments in energy assets located
      primarily in speculative grade emerging markets, including
      some countries where the risk of nationalization or adverse
      changes to the contractual arrangements underlying several
      projects is particularly high;

   2) Structural subordination of the credit facilities to
      existing project level debt of approximately $900 million;

   3) Concentration risk associated with AEI's Brazilian power
      distribution company, which generates over 50% of the parent
      company's cash inflows; and

   4) Risks associated with the company's current acquisitive
      growth strategy.

These credit challenges are mitigated by these credit strengths:

   1) The stable and predictable cash flows provided by most of
      the company's operating companies

   2) AEI's moderately leveraged financial profile, including the
      relatively low amount of debt at key subsidiaries; and

   3) The supportive regulatory frameworks and contractual
      arrangements governing most of the company's operating
      companies, which mitigate or insulate them against a number
      of risks, including inflation, fuel price volatility, volume
      risk, and, in some cases, currency fluctuations.

AEI's stable outlook reflects Moody's expectation that the company
will maintain a moderate financial profile and prudent risk
management practices, including financing acquisitions with an
appropriate mix of debt and equity.

Moody's ratings are predicated upon the final structure and
documentation being consistent with its current understanding of
the transaction.

AEI is a diversified energy company with operations in
14 countries and offices in Houston and London.


BUILDING MATERIALS: S&P Rates $325 Million Senior Notes at B
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior secured
debt rating and '5' recovery rating to the $325 million senior
secured notes due 2015 of Building Materials Corp. of America.
The notes are to be issued under Rule 144a with registration
rights.  The '5' indicates the likelihood of negligible recovery
of principal in the event of a payment default.

Proceeds from the notes will be used to repay the $325 million
bridge loan incurred in connection with the ElkCorp transaction.

Upon completion of the transaction, BMCA will have about
$1.8 billion of debt, adjusted for operating leases.

The ratings on Wayne, New Jersey-based BMCA incorporate the narrow
focus of the company's product line, the company's vulnerability
to petroleum-based raw-material costs, its competitive industry,
its aggressive debt leverage measures, certain legal risks
associated with the bankruptcy proceedings of parent company G-I
Holdings Inc., and the related asbestos litigation pending against
BMCA.  These factors are tempered by the company's position as a
significant U.S. producer of asphalt roofing materials, favorable
re-roofing market conditions, and the company's satisfactory
liquidity and discretionary cash flow.

Ratings List:

   * Building MatSerials Corp. of America

       -- Corporate Credit Rating at BB-/Stable/
       -- Senior Secured at B, Recovery Rating: 5


CDC MORTGAGE: Moody's Junks Rating on Series 2001-HE1 Certificates
------------------------------------------------------------------
Moody's Investors Service has downgraded one class of certificates
and has placed under review for possible downgrade seven classes
of certificates from six CDC Mortgage Capital Trust deals issued
in 2001, 2002, and 2003.

The transactions consist of primarily first-lien, adjustable and
fixed-rate subprime mortgage loans.  All of the transactions have
multiple originators.  The loans in the 2001-HE1, 2002-HE1, and
2003-HE3 deals are serviced by Ocwen Federal Bank, FSB, the loans
in the 2002-HE3 and 2003-HE1 deals are serviced by Fairbanks
Capital Corp., and the loans in the 2004-HE1 deal are serviced by
Countrywide Home Loans Servicing, LP.

The subordinate certificates are being downgraded or reviewed for
possible downgrade based on the fact that existing credit
enhancement levels are low given the current projected losses on
the underlying pools.

As of the Jan. 25, 2007, reporting date, the overcollateralization
amounts in all of the deals were well below their 50 bp floors and
future losses could cause further erosion of the
overcollateralization and put pressure on the most subordinate
tranches.

Furthermore, the overcollateralization in the 2002-HE3 deal has
been fully eroded and the Class B-2 certificates are currently
realizing losses.

These are the rating actions:

   * CDC Mortgage Capital Trust

   * Downgrade:

      -- Series 2001-HE1, Class B, downgraded from B3 to Caa2

   * Review for Downgrade:

      -- Series 2002-HE1, Class B, current rating Ba2, under
         review for possible downgrade

      -- Series 2002-HE3, Class B-1, current rating B3, under
         review for possible downgrade

      -- Series 2003-HE1, Class B-1, current rating Ba1, under
         review for possible downgrade

      -- Series 2003-HE1, Class B-2, current rating B3, under
         review for possible downgrade

      -- Series 2003-HE3, Class B-3, current rating B2, under
         review for possible downgrade

      -- Series 2004-HE1, Class B-2, current rating Baa2, under
         review for possible downgrade

      -- Series 2004-HE1, Class B-3, current rating Baa3, under
         review for possible downgrade.


CHARTER COMMS: S&P Rates Proposed $7.5 Billion Facilities at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' rating to
Charter Communications Operating LLC's proposed $7.5 billion
senior secured facilities and a 'B' rating to the company's
proposed $550 million second-lien term loan.

In addition, a recovery rating of '1' was assigned to both
tranches of debt, indicating a high expectation of full recovery
of principal in the event of default.  COO is an indirect
subsidiary of St. Louis, Missouri-based Charter Communications
Inc., a cable TV provider.

The ratings are predicated on the successful completion of
Charter's refinancing plan, which was announced on Feb. 9, 2007,
and resulted in Standard & Poor's listing of its corporate credit
and other ratings on Charter on CreditWatch with positive
implications on Feb. 13.

Upon completion of the transaction, Standard & Poor's expects to
raise the corporate credit ratings on Charter and subsidiary
Charter Communications Holdings LLC to 'B-' from 'CCC+', with a
stable outlook.  The proposed upgrade would be based on the
improved, albeit, still limited, liquidity that would result from
the new credit facilities.  In particular, the new credit
facilities would reduce Standard & Poor's concerns about the
company's ability to meet 2007 and 2008 debt maturities in light
of heavy capital spending related to the rollout of new services.

On completion of the contemplated financing, the ratings on the
existing $1.1 billion second-lien notes due 2012 and the
$770 million second-lien notes due 2014 would be raised to 'B'
from 'B-', as they would rank pari passu in right of payment with
the new $550 million second-lien term loan.

The new issue ratings are subject to final documentation and will
fall away, should the financing not close.

Proceeds from the proposed debt issue will primarily be used to
refinance and expand the existing $6.85 billion senior secured
credit facilities at CCO, and redeem up to $737 million of
subsidiary notes due in 2009 and 2010.

The proposed $7.5 billion in first-lien facilities consist of a
$1.5 billion revolver maturing in 2013 and two term loans of
$5 billion and $1 billion, respectively, both maturing in 2014.
The second-lien term loan will mature six months after the senior
secured first-lien term loans.

Ratings List

   * Charter Communications Operating LLC

      -- Corporate Credit Rating at CCC+/Watch Pos/

      -- $7.5 Billion Senior Secured Facilities at B+,
         Recovery Rating: 1

      -- $550 Million Second-Lien Term Loan B,
         Recovery Rating: 1


CITIGROUP MORTGAGE: DBRS Reviews BB Rating on $9.7 Million Certs.
-----------------------------------------------------------------
Dominion Bond Rating Service placed Class M-11 Under Review
with Negative Implications from Citigroup Mortgage Loan Trust
2006-NC1 Asset-Backed Pass-Through Certificates, Series 2006-NC1's
$9,735,000 Asset-Backed Pass-Through Certificates, Series 2006-
NC1, Class M-11, currently rated BB (high).

The rating was placed Under Review with Negative Implications as
a result of the increased 90+ day delinquency pipeline relative to
the available level of credit enhancement. The mortgage loans
consist of fixed-rate and adjustable-rate first-lien and second-
lien mortgage loans.

The mortgage loans in the Underlying Trusts were acquired by
Citigroup Mortgage Loan Trust from New Century Mortgage
Corporation.


CONEXANT SYSTEMS: Receives $98.1 Million from Acquicor-Jazz Merger
------------------------------------------------------------------
Conexant Systems Inc. has received $98.1 million as a result of
the completion of the merger between Acquicor Technology Inc. and
Jazz Semiconductor Inc.  The closing of the all-cash transaction,
valued at approximately $260.1 million, was reported [Tues]day by
Acquicor and Jazz.

Conexant Systems plans to use the proceeds for general corporate
purposes, including debt retirement.  The company also made an
equity investment of $10 million in the merged company, which was
renamed Jazz Technologies Inc.  Jazz Semiconductor retains its
name, and is now a wholly owned subsidiary of the newly merged
company.  Conexant Systems disclosed that it owned approximately
42% of Jazz Semiconductor.

"The proceeds from the Acquicor-Jazz transaction strengthen
Conexant's balance sheet and improve our liquidity," said Dwight
W. Decker, Conexant chairman and chief executive officer.  "In
five short years, the Jazz team built an independent, world-class
specialty-process wafer foundry serving more than one hundred
customers across our industry.  During that time, Conexant and
Jazz enjoyed a close and mutually beneficial relationship, which
we plan to continue.  I'd like to congratulate the Jazz team on
their accomplishments and wish the combined company continued
success moving forward."

The carrying value of Conexant Systems' investment in Jazz
Semiconductor, Inc. was approximately $55.5 million as of
Dec. 29, 2006.

                      About Conexant Systems

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDA: CNXT) -- http://www.conexant.com/-- designs, develops and
sells semiconductor system solutions that connect personal access
products such as set-top boxes, residential gateways, PCs and game
consoles to voice, video and data processing services over
broadband and dial-up connections.  Key semiconductor products
include digital subscriber line and cable modem solutions, home
network processors, broadcast video encoders and decoders, digital
set-top box components and systems solutions, and the company's
foundation dial-up modem business.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Moody's Investors Service assigned a B1 rating to the senior
secured floating rate notes and a Caa1 rating to the corporate
family rating of Conexant Systems Inc.

Moody's also assigned a Probability of default rating of Caa1, a
LGD-2 rating for the senior secured notes and a SGL-3 speculative
grade liquidity rating.  The rating outlook is stable.


CONSOLIDATED ENERGY: Baker & Jennings Resigns as Directors
----------------------------------------------------------
Consolidated Energy Inc.'s Board of Directors accepted the
resignations of Carl Baker and Edward Jennings, each as a Director
and Mr. Jennings as Chairman of the Board, pursuant to the terms
of their resignation letters each dated Feb. 16, 2007.

Messrs. Baker and Jennings resignations were for personal reasons,
and neither Mr. Baker nor Mr. Jennings had any disagreements or
disputes with the company or any of its principle officers.

Also on Feb. 20, 2007, the Board unanimously voted Mr. Jesse
Shelmire, an existing Director, to succeed Mr. Jennings as
Chairman of the Board.  Mr. Shelmire recused himself from this
vote.

The Board also unanimously voted to promote Mr. Joseph Jacobs to
the position of President of the Company and appointed Mr. Barry
Tackett as the company's Secretary.  Mr. Jacobs will retain the
title of Chief Operating Officer, and Mr. Tackett will retain the
title of Controller.

For each vote, Mr. Jacobs and Mr. Tackett recused himself from
the voting process.   No additional compensation was granted to
Mr. Shelmire, Mr. Jacobs or Mr. Tackett for agreeing to serve the
Company in these added capacities.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 25, 2006,
Killman, Murrell & Company, P.C., Houston, Texas, raised
substantial doubt about Consolidated Energy, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations and limited
capital resources.

                   About Consolidated Energy

Consolidated Energy, Inc. (OTCBB: CEIW) mines coal in Eastern
Kentucky.  The Company conducts business through its wholly owned
coal-mining subsidiary, Eastern Consolidated Energy, Inc.  The
Company is also engage in gas and oil exploration and development,
and develops related clean energy technologies that are
environment friendly.


CROWN CASTLE: S&P Holds BB+ Rating on $900 Mil. Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' bank loan
and '1' recovery ratings on Crown Castle Operating Co.'s
$900 million first-lien bank credit facility, which was increased
from $850 million.

The 'BB+' rating is one notch above the corporate credit rating on
parent company Crown Castle International Corp., and the recovery
rating of '1' indicates Standard & Poor's expectations for a full
recovery of principal in a simulated payment default scenario.

Proceeds from the $650 million term loan have been used to
repurchase shares of parent company, Crown Castle, while the
revolving facility will be available for general corporate
purposes.


DAIMLERCHRYSLER: Chrysler CEO LaSorda Communicates with Employees
-----------------------------------------------------------------
Chrysler Group Chief Executive Tom LaSorda has sent an e-mail
message to employees saying that a "frenzy of rumors" circulated
that DaimlerChrysler AG is seeking partners and strategic options
for the group.

In his message posted on a media Web site, Mr. LaSorda said, "The
board of management has a duty to consider all options, but while
this process is ongoing, the board -- including myself -- can't
comment on developments because of strict legal requirements."

He added that, "It may take weeks or months before official
comments can be made on some issues."

He stressed that: "Meanwhile, our job is very clear.  Our mission
is to produce great cars and trucks, to take care of our customers
and to restore profitability ...  Whatever fork in the road we may
take, we first have to make sure we're on the road -- and the
recovery and transformation plan is that road."

As reported in the Troubled Company Reporter on Feb. 15, 2007,
Chrysler Group disclosed a three-year Recovery and Transformation
Plan that will result in an employee reduction of 13,000 people
from 2007 to 2009 and $4.5 billion financial improvements by 2009.

                       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.


FIRST FRANKLIN: DBRS Downgrades Ratings on Three Class Certs.
-------------------------------------------------------------
Dominion Bond Rating Service downgraded three classes and
placed three classes from five First Franklin Mortgage Loan Trust
transactions Under Review with Negative Implications:

   -- $5,259,000 Mortgage Pass-Through Certificates,
      Series 2005-FFH2, Class B-2 to BB (low) from BB

   -- $11,400,000 Mortgage Pass-Through Certificates,
      Series 2005-FFH3, Class B-3 to B (high) from BB (low)

   -- $16,800,000 Mortgage Pass-Through Certificates,
      Series 2005-FFH3, Class B-4 to B (low) from B (high)

These downgrades are the result of the increased 90+ day
delinquency pipeline relative to the available level of credit
enhancement.  The mortgage loans consist primarily of adjustable-
rate and fixed-rate mortgage loans that are secured by first liens
on residential properties.  The original loan to value ratios
are 99.52% and 99.92% for FFML 2005-FFH2 and FFML 2005-FFH3,
respectively.  The mortgage loans in the Underlying Trusts
originated by First Franklin Financial Corporation.

These ratings were placed Under Review with Negative Implications
as a result of the increased 90+ day delinquency pipeline relative
to the available level of credit enhancement.  The mortgage loans
consist primarily of adjustable-rate and fixed-rate mortgage loans
that are secured by first liens on residential properties.  The
mortgage loans in the Underlying Trusts originated by First
Franklin Financial Corporation.

   -- $6,974,000 Asset-Backed Certificates, Series 2004-FF10,
      Class M-6 currently rated BBB (low)

   -- $8,528,000 Mortgage Pass-Through Certificates, Series 2005-
      FF9, Class M-9 currently rated BBB (low)

   -- $4,586,000 Mortgage Pass-Through Certificates, Series 2006-
      FF2, Class B currently rated BB (high)


FLEMING COS: Post-Con Trust Commences First Cash Distribution
-------------------------------------------------------------
The Post Confirmation Trust for Fleming Companies Inc. has
commenced its First Cash Distribution.  The PCT is distributing
2.5 cents for each $1 of Allowed General Unsecured Claims, as
approved by the U.S. Bankruptcy Court for the District of
Delaware.  The First Cash Distribution could aggregate up to
$60 million, based upon the maximum General Unsecured Claims pool
of $2.4 billion approved by the Court.

The Trust also said it will shortly distribute additional shares
of Core-Mark stock on account of Allowed General Unsecured Claims.
That additional distribution will implement the recently approved
reduction in the reserve maintained for disputed and unresolved
general unsecured claims.  As a result of the reduction of the
reserve, the Trust will distribute Core-Mark stock based upon a
maximum pool of General Unsecured Claims of $2.4 billion.

Cash and shares will be distributed pursuant to the Third Amended
and Revised Joint Plan of Reorganization of Fleming Companies,
Inc. and Its Filing Subsidiaries and court order.

The Trust advises that most holders of Allowed General Unsecured
Claims have already provided the Trust with all necessary Tax
Identification Numbers.  Cash distributions allocable to those
remaining holders of Allowed General Unsecured Claims, which have
not yet provided the requisite tax information to the Trust, may
be subject to withholding and delay.  Furthermore, such holders
also may be prohibited from the collection of Core-Mark stock.
Those holders are urged to respond to PCT correspondence seeking
the requisite tax information.  Holders may contact the Trust to
provide updated address information or to obtain the requisite tax
forms at (972) 535-7149.

Interested parties may review relevant court documents, including
the Trust's Post-Confirmation Quarterly Summary Report for the
quarter ended December 31, 2006.  That report, together with other
materials reflected in the court docket, can be found on the
claims agent's website -- http://www.bmccorp.net/fleming

                     Settlement of Litigation

The Trust has also settled its remaining litigation regarding the
misstatement of Fleming's financial statements.  Upon completion
of documentation, the remaining litigation in United States
Federal Court in the Eastern District of Texas will be dismissed.
Proceeds from the settlement are expected to be received during
the second quarter of 2007.  The financial terms of the settlement
are confidential and will not be disclosed.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- was the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
emerged as a rehabilitated company owned by Fleming's unsecured
creditors on Aug. 23, 2004.  A Post-Confirmation Trust was created
to liquidate Fleming's remaining assets and liabilities not
related to the convenience operations, to pursue causes of action,
and to reconcile and pay claims.  Richard L. Wynne, Esq., Bennett
L. Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represented the Debtors.  When the Debtors filed
for protection from their creditors, they listed $4,220,500,000 in
assets and $3,547,900,000 in liabilities.


GETTY IMAGES: Gets Notice of Event of Default for Filing Failure
----------------------------------------------------------------
Getty Images, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that on Feb. 21, 2007, it
received notice of an Event of Default related to the Company's
failure to file its Third Quarter Report.

The company had, on Nov. 29, 2006, received two notices of a
purported default from certain holders of the Company's
$265 million aggregate principal amount of 0.50% Convertible
Subordinated Debentures, Series B due 2023.

The notices were received from holders who claimed to hold more
than 25% in principal amount of the outstanding Debentures
asserting that the company's failure to file its Quarterly Report
on Form 10-Q for the third quarter of 2006 with the SEC by the
prescribed filing date under SEC regulations was a default under
Section 17.01 of the Indenture dated as of December 16, 2004,
between the company, as issuer, and The Bank of New York, as
Trustee, relating to the Debentures.

Section 17.01 incorporates by reference Section 314(a) of the
Trust Indenture Act of 1940. The notices of default demanded that
the company cure the purported default within 60 days from their
receipt, after which such default would allegedly develop into an
"Event of Default," as defined in the Indenture.  The company did
not cure the purported default within 60 days from receipt of the
notices of purported default.

The company does not believe that it has failed to perform any of
its obligations under the Indenture because the Indenture does not
contain an express covenant requiring the company to provide the
Trustee or the bondholders with periodic reports such as the
Quarterly Report on Form 10-Q for the third quarter of 2006.
While Section 314(a) of the TIA is incorporated into the Indenture
by virtue of Section 17.01 thereof, the company does not believe
that the TIA requires periodic reports to be filed with the SEC or
provided within any prescribed period of time.  Consequently, in
the company's view, these notices of default are without merit.

Because the company has received a notice of an "Event of Default"
from the Trustee, the Trustee or holders of at least 25% in
aggregate principal amount of the Debentures then outstanding
could declare all unpaid principal and accrued interest on the
Debentures then outstanding to be immediately due and payable.
The company believes that if the Debentures were to be
accelerated, it would have adequate financial resources to pay any
unpaid principal and any interest that would then be due on the
Debentures and also would have the option of contesting the legal
basis for the notices of default and any such acceleration.

                     About Getty Images

Getty Images Inc. (NYSE: GYI) -- http://gettyimages.com/--  
creates and distributes visual content and the first place
creative professionals turn to discover, purchase and manage
imagery.  The company's award-winning photographers and imagery
help customers create inspiring work which appears every day in
the world's most influential newspapers, magazines, advertising
campaigns, films, television programs, books and Web sites.
Headquartered in Seattle, WA and serving customers in more than
100 countries, Getty Images believes in the power of imagery to
drive positive change, educate, inform, and entertain.


GETTY IMAGES: To Acquire WireImage for $200 Million in Cash
-----------------------------------------------------------
Getty Images, Inc., has entered into an agreement to purchase
WireImage for approximately $200 million in cash.  The deal also
will include MediaVast, Inc. the owner of WireImage, and sub-
brands FilmMagic and Contour Photos.  The acquisition is subject
to regulatory review and other customary closing conditions.

Getty Images says that the acquisition is expected to support the
company's stated strategy of accelerating the growth of its
editorial imagery business.

"The demand for entertainment, event and celebrity imagery is
growing exponentially, and Getty Images has determined that there
are great growth opportunities in the category," said Jonathan
Klein, co-founder and CEO of Getty Images.  "A key focus for us in
the last several years has been to grow our editorial imagery
business, particularly in international markets.  The proposed
acquisition of WireImage will enable us to develop new products
and services, including podcasts, editorial video, multimedia,
mobile, consumer offerings and exclusive imagery.  We are
confident that the proposed acquisition will help us expand our
global entertainment and celebrity imagery business, allowing us
to satisfy growing customer demand in the U.S. and abroad."

Under the agreement, WireImage's founding photographers and key
executives have signed long term agreements to remain with
WireImage and Getty Images following the acquisition.

The acquisition will bring together two leading innovators within
the entertainment imagery category.  Getty Images has made
entertainment and celebrity imagery accessible to a growing global
entertainment marketplace through its industry-leading Web site,
featuring search in local languages and purchase in local
currencies, and leads the industry in delivery speed, service and
international distribution.  WireImage has built a reputation for
depth and breadth of entertainment coverage and has an innovative
and customer-friendly Web site.

Several of the companies' product offerings complement each other.
For example, Getty Images' Exclusive by Getty Images offering,
launched in 2006, and MediaVast's Contour Photos will combine to
give customers unprecedented access to celebrity portraiture and
compelling editorial features.

The business of entertainment imagery has grown significantly in
recent years, and like the many other players in the space, Getty
Images has benefited.  The company has targeted this category for
continued growth, especially in non-English speaking countries,
and the acquisition of WireImage is expected to help the company
expand the entertainment and celebrity imagery segment.

Getty Images plans to maintain MediaVast's three brands:
WireImage, FilmMagic, and Contour Photos, and its Web sites.
WireImage's team and Getty Images will continue to generate new
imagery for their respective collections and make it available for
online distribution, both in the U.S. and globally.

"We are very excited to be joining Getty Images," said Jason
Nevader, co-founder and CEO of MediaVast.  "Under the Getty Images
umbrella our customers will be able to take advantage of Getty
Images' global, localized e-commerce platform.  Getty Images'
breadth of products and services, including their vast archival
collections, will give our customers more choice and richer, more
accessible content."

The company estimates, on a preliminary basis, that the
acquisition will be neutral to earnings per share, excluding
amortization, in 2007 and accretive to earnings per share on a
GAAP basis in 2008.  WireImage's portfolio includes an online
archive of over 8.5 million images.  The company has about 230
employees and offices in New York, Los Angeles, Miami, Atlanta,
Las Vegas, London, Hamburg, Tokyo, Shanghai, Sydney, Madrid, and
Amsterdam.

                     About Getty Images

Getty Images Inc. (NYSE: GYI) -- http://gettyimages.com/--  
creates and distributes visual content and the first place
creative professionals turn to discover, purchase and manage
imagery.  The company's award-winning photographers and imagery
help customers create inspiring work which appears every day in
the world's most influential newspapers, magazines, advertising
campaigns, films, television programs, books and Web sites.
Headquartered in Seattle, WA and serving customers in more than
100 countries, Getty Images believes in the power of imagery to
drive positive change, educate, inform, and entertain.


HCP ACQUISITION: S&P Junks Rating on Proposed $171.2 Mil. Sr. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to holding company HCP Acquisition Inc.  HCP is
wholly owned by Harbinger Capital Partners, a U.S.-based private
equity firm.

Standard & Poor's also assigned its 'B-' senior secured debt
rating and '2' recovery rating to HCP's $427.9 million senior
secured first-lien loan due 2014 and its 'CCC' rating and '5'
recovery rating to HCP's proposed $171.2 million senior secured
second-lien loan due 2015.  The outlook is stable.

"The ratings are largely driven by HCP's very aggressive debt
financing and significant asset concentration," said
Standard & Poor's credit analyst Nicole Martin.

"Furthermore, the relatively new assets have exhibited
lower-than-average operating performance," Ms. Martin added.

The two key cash-flow generating assets are located in Canada and
are supported by long-term tolling agreements with creditworthy,
government-owned, counterparties.

In its analysis, Standard & Poor's ascribed no value to a material
contingent asset related to the claim filed by Calgary Energy
Centre against Calpine Energy Services Canada Partnership and
parent Calpine Corp.  Proceeds from the claim, if successful, are
expected to be used to pay down debt.

The 'B-' debt rating and the '2' recovery rating reflect the
expectation of 80%-100% recovery of principal in the event of a
payment of default.  HCP will use the proceeds of the first- and
second-lien loans to partially finance its acquisition of Calpine
Power Income Fund.  Harbinger will contribute about $215 million
in equity toward the purchase price.

HCP's assets include 100% ownership of 678 MW of gas-fired
combined cycle facilities in British Columbia, Alberta, and
California.  The fund also has an indirect interest in Calpine
Canada Whitby Holding Co., which owns 50% of a 50-MW gas-fired
combined-cycle cogeneration unit in Ontario.  HCP expects to
receive cash interest payments from a loan outstanding to CCWH, a
bankruptcy remote affiliate of Calpine.

The stable outlook indicates that, absent any material debt
reduction, the ratings should remain at the 'B-' level.  There is
limited leeway for the contracted electricity generation
facilities to be more or less profitable.

Standard & Poor's do not expect the 100% mandatory cash sweep is
to be sufficient to materially improve the financial profile
within a two-year timeframe; hence, a positive outlook is not
warranted.  Standard & Poor's has ascribed no value to a
contingent asset related to the claim filed by Calgary Energy
Centre against Calpine Energy Services Canada and parent Calpine.
A material reduction in debt could result in a positive rating
action.


HOLLINGER INC: Ontario Court to Hear Black Entities' Appeal Today
-----------------------------------------------------------------
The Court of Appeal for Ontario will hear today, February 26,
2007, the appeals filed by Conrad M. Black and Conrad Black
Capital Corporation regarding the decision of the Ontario Superior
Court of Justice approving a recent plea agreement entered into
between RSM Richter Inc. and the United States Department of
Justice; and by Peter G. White and Peter G. White Management
Limited.

As reported in the Troubled Company Reporter on Jan. 30, 2007, RSM
Richter Inc. in its capacity as Receiver of The Ravelston
Corporation Limited and its debtor-affiliates sought approval of a
plea agreement negotiated with the U.S. Attorney's office in
respect of indictments laid in the United States against
Ravelston.  The motion was supported by Hollinger Inc. and Sun-
Times Media Group Inc. and was opposed by Conrad Black Capital
Corporation, Peter G. White and Peter G. White Management Limited.

On Jan. 22, 2007, Hollinger and its wholly owned subsidiary
Domgroup Ltd. served a motion in the insolvency proceedings
regarding The Ravelston Entities.  In the motion, Hollinger and
Domgroup sought an order confirming the secured obligations owed
by Ravelston to the company and Domgroup and declaring that the
applicable security agreements are valid, perfected and
enforceable in accordance with their terms.  Sun-Times Media has
advised that it intends to bring a motion to stay the motion.  In
the motion, Hollinger and Domgroup claim that the secured
obligations owing by Ravelston total more than $25,000,000.

                         Payments Report

On February 15, 2007, the Ontario Superior Court of Justice issued
a decision permitting the Receiver to file "a payments report"
once it is finalized.  The payments report will report on and
analyze the monies received by and distributions made by The
Ravelston Corporation Limited during the period of January 3, 2002
to April 20, 2005, by Ravelston Management Inc. during the period
of July 3, 2002, to April 20, 2005, and by Argus Corporation
Limited during the period of January 1, 1999, to April 30, 2005.

            Ravelston Receivership and CCAA Proceedings

On April 20, 2005, the Ontario Court issued two orders by which
Ravelston and RMI were:

   (i) placed in receivership pursuant to the Bankruptcy &
       Insolvency Act and the Courts of Justice Act; and

  (ii) granted protection pursuant to the Companies' Creditors
       Arrangement Act.

RSM Richter Inc. was appointed receiver and manager of all of the
property, assets and undertakings of Ravelston and RMI.  Ravelston
holds approximately 16.5% of the outstanding Retractable Common
Shares of Hollinger.

On May 18, 2005, the Court further ordered that the Receivership
Order and the CCAA Order be extended to include Argus and its five
subsidiary companies, which collectively own, directly or
indirectly, 61.8% of the outstanding Retractable Common Shares and
approximately 4% of the Series II Preference Shares of Hollinger.

On June 12, 2006, the Court appointed RSM Richter Inc. as receiver
and manager and interim receiver of all the property, assets and
undertaking of Argent News Inc., a wholly owned subsidiary of
Ravelston. The Ravelston Entities own, in aggregate, approximately
78% of the outstanding Retractable Common Shares and approximately
4% of the Series II Preference Shares of Hollinger.

The Court has extended the stay of proceedings against the
Ravelston Entities to June 8, 2007.

                      About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a newspaper
publisher with assets, which include the Chicago Sun-Times and a
large number of community newspapers in the Chicago area.
Hollinger also owns a portfolio of commercial real estate in
Canada.

                        Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on Sept. 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a Nov. 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid
       and to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on Nov. 15, 2004, seeking injunctive,
       monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


INTERSTATE BAKERIES: Court Okays Ninth Amendment to DIP Agreement
-----------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri has granted Interstate Bakeries Corporation's request to
enter into the Ninth Amendment to their DIP Credit Agreement with
JPMorgan Chase Bank, as administrative agent and collateral agent
for the Lenders, extending the loan's maturity date to
Feb. 9, 2008.

Moreover, Judge Venters ruled that:

    (a) any credit extended and loans made to the Debtors,
        pursuant to the Amended DIP Credit Agreement, will be
        deemed to have been extended by the DIP Lenders and their
        affiliates in good faith, and will be entitled to the full
        protection of Section 364(e) of the Bankruptcy Code; and

    (b) as required by the Amended DIP Credit Agreement, the
        Debtors will deliver a copy of the strategic business plan
        for the exclusive use of the counsel and financial
        advisors of the Official Committee of Unsecured Creditors
        and the Official Committee of Equity Security Holders.

As reported in the Troubled Company Reporter on Jan. 31, 2007,
The DIP financing facility is currently set to expire on June 2,
2007.

J.P. Morgan Chase Bank, agent for the DIP financing facility
during the bankruptcy cases, will continue to act as agent and
syndicate the extended financing facility.  IBC said that it is
optimistic that it will receive the support of the lenders that
are party to the DIP financing facility to extend the facility
through Feb. 9, 2008, as well as the consent of the prepetition
lenders to such transactions; however, there can be no assurances
that such lenders will agree to the extended DIP financing
facility on the terms and conditions currently contemplated by the
proposed amendment or that alternative lenders or sources of
financing will be available in the event no agreement to extend is
reached with such lenders.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.  The Debtors' exclusive period to file a
chapter 11 plan expires on June 2, 2007.  (Interstate Bakeries
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


INEX PHARMA: Wants Protiva Declared Bankrupt On Unpaid Invoices
---------------------------------------------------------------
Inex Pharmaceuticals Corporation said Friday that it has submitted
a petition for filing in the Supreme Court of British Columbia
seeking to have Protiva Biotherapeutics Inc. declared bankrupt and
that a bankruptcy order be made in respect of the property of
Protiva.

Under agreements between INEX and Protiva, Protiva is to reimburse
INEX for certain patent costs incurred by INEX. Protiva has not
paid INEX, as per the agreements, since June 2006.  The total
amount owed to INEX from July 2006 to December 2006 is $71,882.89,
not including interest.

INEX has been told that there are other creditors of Protiva whose
invoices have not been paid when due.

                        About INEX Pharma

Based in Vancouver, Canada, Inex Pharmaceuticals Corporation
(NASDAQ: HNAB) (TSX: IEX) -- http://www.inexpharma.com/-- is a
biopharmaceutical company developing and commercializing
proprietary drugs and drug delivery systems to improve the
treatment of cancer.

At Sept. 30, 2006, Inex Pharmaceuaticals disclosed total assets of
$8,915,832 and total liabilities of $8,982,462, resulting in a
$66,630 deficit.  Shareholders' deficit was $3,878,468 at June 30,
2006.


INFOR GLOBAL: Increased Debt Prompts S&P's Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Alpharetta, Georgia-based Infor Global Solutions
Holdings Ltd.  At the same time, Standard & Poor's revised its
ratings outlook on the company to stable from positive.

Standard & Poor's also lowered its bank loan and recovery ratings
on Infor's first-lien senior secured debt to 'B-' with a '2'
recovery rating, reflecting Standard & Poor's expectation for
substantial recovery of principal in the event of a payment
default.  Standard & Poor's affirmed its 'CCC' rating and '5'
recovery rating on Infor's second-lien senior secured term loan.

"The revision of the outlook to stable follows the company's
decision to increase debt balances to fund a $500 million dividend
to shareholders," said Standard & Poor's credit analyst Ben
Bubeck.

To fund the transaction, which will be completed as part of the
previously rated refinancing of Infor's senior subordinated bridge
facility, Infor will add an additional $175 million to its
first-lien term loan and $100 million to its second-lien term
loan.  A new $235 million senior PIK term loan will also be
included in the financing.  Pro forma for the proposed
transaction, the company will have approximately $4.3 billion in
total funded debt outstanding.

The ratings reflect Infor's limited track record following a very
aggressive acquisition strategy, its high debt leverage, and a
very aggressive financial policy.  These factors are only
partially offset by the company's leading presence in its selected
mid-market niche, a largely recurring revenue base, and a broad
and diverse customer base.


INNOPHOS INC: Likely Debt Reduction Cues S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Innophos
Inc. to positive from stable.  The rating agency affirmed the 'B'
corporate credit and other ratings on the company.

Standard & Poor's also raised the bank loan rating to 'B+' from
'B' and revised the recovery rating to '1' from '4'.  The bank
loan rating is one notch higher than the corporate credit rating.
This and the '1' recovery rating indicate the expectation for full
recovery of principal in a payment default.

The revised outlook reflects improving internal funds generation
and prospects for further debt reduction during the next two
years.

"We expect management's leverage policies to remain supportive of
the key funds from operations to total debt ratio, which should
continue to strengthen during the next several years," said
Standard & Poor's credit analyst Wesley E. Chinn.

The ratings of Cranbury, New Jersey-based Innophos, a specialty
chemical manufacturer 49% owned by affiliates of Bain Capital LLC,
reflect strengthening cash flow protection measures that benefited
in part from debt reduction using proceeds from a November 2006
IPO.  Credit quality also incorporates a moderate sales base of
over $535 million, a narrow product line in a niche, mature
market, aggressive debt leverage, and litigation related to
Mexican tax claims and compliance with wastewater discharge limits
at a plant in Mexico.  These negatives overshadow the company's
solid position in the production of specialty phosphates, good
operating margins, improving earnings, and prospects for
additional debt reduction from discretionary cash flows.


JACK IN THE BOX: Earns $37.4 Million in Quarter Ended January 21
----------------------------------------------------------------
Jack in the Box Inc. reported increased earnings of $37.4 million
for the first quarter ended Jan. 21, 2007, compared with
$25.2 million, a year earlier.

The company's January 21 balance sheet showed a $1.5 billion
in total assets, and $0.9 billion in total liabilities, with a
$0.6 billion total stockholders' equity.

"The outstanding first-quarter performance reflects continued
execution of [the company's] strategic initiatives to profitably
grow the company, expand franchising and reinvent the Jack in
the Box brand," said Linda A. Lang, chairman and chief executive
officer.

                      New Credit facility

The company secured a new $625 million credit facility in the
first quarter, which includes a $150 million revolving credit
facility and a $475 million term loan.  Proceeds from the new
credit facility were used to retire the $268 million term debt
outstanding and fund a modified "Dutch auction" tender offer in
the first quarter.

In December 2006, the company reported that it accepted for
purchase approximately 2.3 million shares of its common stock,
about 6% of the shares then outstanding, for a total cost of
$143.1 million.

At Jan. 21, 2007, the company had letters of credit outstanding
under this agreement of $41.8 million, which were collateralized
by approximately $47.8 million of cash and cash equivalents and
plans to continue this arrangement.  The company, however, has
the option to terminate the cash-collateralized letter of credit
agreement, which eliminates the restrictions and cash equivalents.

A full-text copies of Jack in the Box's regulatory filing is
available for free at http://ResearchArchives.com/t/s?1a43

Headquartered in San Diego, Ca., Jack in the Box Inc.
(NYSE: JBX) -- http://www.jackinthebox.com/-- operates and
franchises Jack in the Box(R) restaurants, with more than 2,000
restaurants in 17 states.  The company also operates a proprietary
chain of convenience stores called Quick Stuff(R), with more
than 50 locations, each built adjacent to a full-size Jack in
the Box  restaurant and including a major-brand fuel station.
Additionally, through a wholly owned subsidiary, the company
operates and franchises Qdoba Mexican Grill(R), with more than
300 restaurants in 40 states.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 11, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Jack in the Box Inc.'s $475 million term loan due 2012 and
$150 million revolver due 2011.  The rating is equal to the 'BB-'
corporate credit rating, which was affirmed.  The outlook is
negative.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service lowered the corporate family rating to
Ba3 from Ba2 on Jack in the Box and its probability of default
rating to B1 from Ba3.  The outlook for the ratings is stable.


JANUSZ SLUPECKI: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Janusz Slupecki
        Zofia Slupecki
        7312 South Seeley Road
        Cadillac, MI 49601

Bankruptcy Case No.: 07-01139

Chapter 11 Petition Date: February 19, 2007

Court: Western District of Michigan (Grand Rapids)

Debtors' Counsel: Perry G. Pastula, Esq.
                  Dunn Schouten & Snoap PC
                  2745 DeHoop Avenue Southwest
                  Wyoming, MI 49509
                  Tel: (616) 538-6380

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' Three Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   mBANK                                                $997,450
   130 South Cedar Street                         Secured value:
   Manistique, MI 49854                                 $902,550

   Choice Hotels International, Inc.                     $68,753
   10750 Columbia Pike
   Silver Springs, MD 20901

   Bank of America                                        $1,482
   P.O. Box 15726
   Wilmington, DE 19886-5726


KAHUKU HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kahuku Hospital
        56-117 Pualalea Street
        Kahuku, HI 96731

Bankruptcy Case No.: 07-00176

Type of Business: The Debtor is a non-profit organization that
                  operates a hospital and medical center at
                  Kahuku, Hawaii.  The hospital has been
                  financially struggling for the past years due to
                  the small population of its immediate community
                  where it is operating.

Chapter 11 Petition Date: February 23, 2007

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Don Jeffrey Gelber, Esq.
                  Gelber Gelber Ingersoll & Klevansky
                  745 Fort Street, Suite 1400
                  Honolulu, HI 96813
                  Tel: (808) 524-0155
                  Fax: (808) 531-6963

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
   ------                         ---------------    ------------
Hawaiian Electric Company, Inc.   Electricity            $343,088
P.O. Box 3978
Honolulu, HI 96812-3978

Queen's Medical Center            Lanudry Service        $172,529
1301 Punchbowl Street             Prior 2002
Honolulu, HI 96813

Clinical Laboratories of          Lab Services           $140,041
Hawaii LLP
P.O. Box 1300
Honolulu, HI 96807-1300

Continental Pacific LLC           Lease Rent and         $128,483
P.O. Box 1350                     Property Tax
Santa Rosa Beach, FL 32459        Payments

Mark Robinson, M.D.               Anesthesia Services    $104,258
P.O. Box 205
Kahuku, HI 96731

Diagnostic Laboratory             Lab Services            $67,166
Services, Inc.

DVI Financial Services, Inc.      CAT Scan Equipment      $59,004

American Healthnet/Nelson Data    Withheld Software       $54,625
                                  Services

Olympus America Inc.              Equipment Leasing       $41,449
Financial Services                Charge

HILL-ROM                          Accessories and         $32,725
                                  Supplies

Cardinal Health                   Lab & Medical           $24,809
                                  Supplies

Pan Pacific Pathologists, Inc.                            $21,026

KCI USA - The Clinical Advantage                          $20,590

United Laundry Services, Inc.     Laundry Services        $11,555

Radiology Associates, Inc.        X-Ray Services          $11,227

Koolauloa Health and              Staffing Costs           $6,360
Wellness Center                   Reimbursement

GE Healthcare                     X-Ray Machine            $5,869
                                  Repairs

Kapiolani Medical Center                                   $5,487

Board of Water Supply             Water Utility            $4,775

State Director of Finance         Collection Kits          $4,700


LANCER MANAGEMENT: Inks Settlement Pacts with Receiver & Zi Corp.
-----------------------------------------------------------------
Marty Steinberg, solely in his capacity as court appointed
receiver of Lancer Management Group LLC, Lancer Management Group,
II, LLC, Lancer Offshore, Inc., Omnifund, Ltd., LSPV, LLC, LSPV,
Inc., G.H. Associates, LLC, and Alpha Omega Group, Inc. and as the
person in control of Lancer Partners, LP and Zi Corporation (TSX:
ZIC) (NASDAQ: ZICA), as issuer, jointly disclosed Friday that they
have entered into an agreement to settle any and all outstanding
claims and issues.

The settlement is conditioned upon the Receiver securing orders
from the U.S. District Court for the Southern District of Florida
and the U.S. Bankruptcy Court for the Southern District of
Florida, authorizing the Receiver to execute the Settlement
Agreement on behalf of the Lancer Entities.

The settlement is also conditioned upon the Alberta Securities
Commission dismissing with prejudice the Issuer's pending action
against the Receiver, which dismissal is not expected to be
contentious.  The date of receipt of such orders and dismissal
will be the effective date of the Settlement Agreement.  The
Effective Date must occur within 120 days of the date of execution
of the Settlement Agreement.

Pursuant to the Settlement Agreement, as at the Effective Date,
the Receiver and the Issuer have agreed to immediately
discontinue, with prejudice, all litigation and regulatory
proceedings of any kind.  In addition, as of the Effective Date,
the Receiver, the Issuer and the current and certain former
directors of the Issuer have agreed to deliver mutual releases.

The Issuer also acknowledges as of the Effective Date that the
Receiver has the power and authority to exercise, on behalf of the
Lancer Entities, all rights and privileges with respect to all of
the shares in the Issuer held by the Receiver.

The Issuer, the Receiver and Michael Lobsinger (who is also a
party to the Settlement Agreement) have agreed on a process for
nominating directors to be elected at the 2007 Annual General
Meeting of the Issuer. T he Receiver will be entitled to designate
two persons as director nominees and Michael Lobsinger will be
entitled to designate two persons as director nominees for
election at the 2007 annual general meeting, and continuing
through to the nominations for the 2008 Annual General Meeting.
These nomination rights could end earlier if share ownership
positions of the Receiver or Michael Lobsinger respectively, fall
below certain thresholds.

Not less than five and not more than six directors will be
proposed for election at the 2007 annual general meeting.  The
current directors designated for the purposes of the Settlement
Agreement as the Receiver's nominees to the board are Donald Moore
and Robert Stefanski, and the current directors that are
designated for purposes of the Settlement Agreement as Mr.
Lobsinger's nominees are Richard Tingle and Donald Hyde.

Notwithstanding these designations for the purposes of the
Settlement Agreement, each of these directors continues to act as
independent directors.

Mr. Lobsinger will resign as a director of the Issuer and all of
its subsidiaries on the Effective Date, but will remain as a
consultant of the Issuer until December 31, 2007, although he has
agreed to provide such services without significant remuneration.

It is intended that the Receiver will make application immediately
to obtain the Court orders in order to give full effect to the
Settlement Agreement.

Upon information and belief, the Receiver has control or direction
over an aggregate 18,718,000 common shares of the Issuer which,
upon further information and belief, represents approximately
40.1% of a total of 46,688,624 Common Shares issued and
outstanding as of November 20, 2006 as disclosed in the Management
Information Circular prepared by the Issuer in connection with its
annual meeting of shareholders on December 22, 2006.

Due to the incompleteness and potential inaccuracy of the books
and records available to the Receiver, the Receiver expressly
disclaims knowledge as to the completeness and the accuracy of the
information contained in this news release regarding the number of
Common Shares over which the Receiver has control or direction.
The Receiver is still in the process of exploring whether the any
of the Lancer Entities or any other brokers or nominees are
holding additional Common Shares, with respect to which the
Receiver may be deemed the beneficial owner or over which the
Receiver may exercise control or direction.  Similarly, the
Receiver is still in the process of determining whether any of the
Lancer Entities have entered into any type of agreement, contract,
trust or other arrangement pursuant to which the Receiver may be
deemed the beneficial owner of or exercise control or direction
over more or fewer Common Shares than indicated herein.  The
issuing of this news release shall not be construed as an
admission that the Receiver or any of the Lancer Entities is, for
the purposes of applicable securities laws, the beneficial owner
of any securities referred to in this news release.  The issuing
of this news release shall not be construed as an admission that
any of the entities in receivership or Lancer Partners, Limited
Partnership are joint actors with each other.

The purpose of the appointment of the Receiver as receiver and
"person in control" was to administer and/or hold the assets of
the Lancer Entities.  In the course of the administration of the
assets of the Lancer Entities, the Receiver has hired an
investment manager and has charged its investment manager
generally with the task of proposing strategies for maximizing the
net present value obtainable from the assets of the Lancer
Entities over a five year period.  The Receiver may from time to
time seek to sell or transfer a limited amount of the Common
Shares held by the Lancer Entities in the private or public
markets based on its evaluation of the business prospects of the
Issuer and upon other factors, including but not limited to,
general economic and business conditions and stock market
conditions.  The Settlement Agreement with the Issuer brings to a
mutually favorable close a difficult and complex issue.  It is the
Receiver's hope that the Settlement Agreement facilitates Issuer's
negotiations for new business or financing alternatives and allows
Issuer to devote more of management's time and the Issuer's
resources to the tasks required to grow its business.

The address of the Receiver is c/o Hunton & Williams, LLP, 1111
Brickell Avenue, Suite 2500, Miami, Florida 33131.


LAND O'LAKES: Sells California Operations to Saputo for $216 Mil.
-----------------------------------------------------------------
Land O'Lakes Inc. entered into an agreement with Saputo Cheese
USA Inc. for the sale of its Cheese & Protein International
operations in Tulare, California, for approximately $216 million.

The company said that the transaction includes a long-term milk
supply agreement, under which Land O'Lakes will be the full milk
supplier to the CPI facility.  The sale includes substantially
all of CPI's cheese manufacturing operations and cut-and-wrap
operations, formally known as Golden Valley Dairy Products.
It is anticipated that the transaction will close, subject
to regulatory review, in April 2007.

"We are very pleased to have found a strategic buyer for
these facilities, as well as to have secured a long-term milk
supply agreement for our members' milk production," said Chris
Policinski ,Land O'Lakes President and Chief Executive Officer.
"[The company] heritage for more than 85 years has been to add
value to its members' milk production primarily through the
marketing of branded, value-added dairy products.  At the same
time, we have maintained our commitment to providing a secure
outlet for member milk, supported by appropriate investments
and partnerships in manufacturing.  This sale and milk supply
agreement are consistent with that heritage and our business
strategy."

The company will continue to operate cheese manufacturing
facilities in Tulare and Orland, Calif., Melrose, Minn., Denmark
and Kiel, Wisconsin, and a cheese processing facility in Spencer,
Wisconsin.

Land O'Lakes Inc. -- http://www.landolakesinc.com/-- is a
national farmer-owned food and agricultural cooperative, marketing
dairy-based consumer, foodservice and food ingredient products.
Land O'Lakes does business in all 50 states, as well as more than
50 countries.


LAND O'LAKES: Saputo Agreement Prompts S&P's Positive Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Arden
Hill, Minnesota-based Land O'Lakes Inc. to positive from stable,
and affirmed its 'BB-' corporate credit rating and other ratings
on the company.

"The outlook revision follows the company's recent announcement
that it had entered into an agreement with Saputo Cheese USA Inc.
to sell its Cheese & Protein International operations for about
$216 million," said Standard & Poor's credit analyst Jayne Ross.

Standard & Poor's expects the proceeds of the transaction will be
used to reduce debt in the near term.

"The outlook revision also reflects the continued improved
operating performance of Land O'Lakes and the related improvement
in its financial performance," added Ms. Ross.

Land O'Lakes is a national, farmer-owned dairy and agricultural
marketing and supply cooperative.  The 'BB-' rating on Land
O'Lakes reflects the inherent cyclical nature and seasonality of
many of the cooperative's agricultural-based businesses, low
margins, and a somewhat leveraged financial profile.  These
factors are somewhat mitigated by the strength of many of the
cooperative's brands, its moderate discretionary cash flow, and an
experienced management team.


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


LISBON INN: Bankruptcy Filing Halts Auction of Property
-------------------------------------------------------
Lisbon Hospitality Group, Inc., dba Lisbon Inn, filed for chapter
11 protection with the U.S. Bankruptcy Court for the Northern
District of Ohio on Feb. 22, 2007.

As a result of the bankruptcy filing, parties hoping to acquire
the hotel will have to wait since the auction has been cancelled,
Salem News reports.  The scheduled inspections on the property has
also been cancelled.

Salem News further reports that the filing has stayed American
National Bank's foreclosure case.

Salem News relates that the sale of the hotel was due to a
foreclosure granted to American National against the Debtor for
nearly $2.4 million.

The property was set to be sold at a minimum price of $1,416,666
with three parcels appraised at $2,125,000.  A private auction
company was conducting the sale, Salem News relates.


LISBON INN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lisbon Hospitality Group, Inc.
        dba Lisbon Inn
        40952 State Route 154
        Lisbon, OH 44432

Bankruptcy Case No.: 07-40373

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: February 22, 2007

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: James H Beck, Esq.
                  Olde Courthouse Building
                  Seven Court Street
                  Canfield, OH 44406-1407
                  Tel: (330) 533-2601

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Village Of Lisbon             Withholding and            $45,500
City Hall                     Bed taxes
Lisbon, OH 44432
Withholding
Columbiana Co. Water &        Utility                    $42,000
Sewage
39563 Wellsville Avenue
Lisbon, OH 44432

Advanceme Inc.                Loan Advance               $34,000
245 Town Park Drive,
Northwest, Suite 400
Kennesaw, GA 30144

Ohio Edison                   Utility                    $14,500

Columbia Gas of Ohio          Utility                    $10,500

Ohio Department of Job &      Taxes                       $9,500
Family Services

Lamar - Youngstown            Advertising                 $9,200

First Place Insurance         Insurance                   $8,900

Olsavsky Jaminet              Architect                   $5,937

American Hotel Register Co.   Supplies                    $4,789

Adams Excavating Co.          Construction                $4,000

Advantage Pages               Yellow Pages                $3,156

Ohio Logo Non-Interstate      Advertising                 $2,400

ADT Security Services         Security                    $1,200

Bullseye Telecom              Phone                       $1,200

Time Warner Cable-Northeast   Utility                     $1,200

Waste Management WV           Utility                       $950

Goodman Mfg. Co.              A/C Units                     $806

ALCO                          Supplies                      $800

M&L Supply                    Supplies                      $742


M/I HOMES: Weak Performance Cues S&P's Negative Outlook
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on M/I
Homes Inc. to negative from stable.  Concurrently, the 'BB'
corporate credit and senior unsecured debt ratings were
affirmed.  The rating actions affected $200 million of senior
unsecured notes.

"The outlook revision follows weak fourth-quarter operating
performance and expectations for challenging market conditions
throughout 2007," explained Standard & Poor's credit analyst Tom
Taillon.

"Reduced sales in depressed Midwest and Florida homebuilding
markets have pressured M/I's operating results and could
ultimately result in a violation of the company's financial
covenants tied to its revolving credit facility."

Considerations for affirming the existing ratings at this time
include M/I's tenured management team, which has historically
maintained a moderate financial policy, and the company's current
focus on the prudent reduction of inventory and debt levels.

Market conditions are expected to remain challenging in 2007, and
M/I is likely to underperform due to its more concentrated
business.  Strained operating performance will continue to weigh
on already weaker cash flow.

Standard & Poor's will lower the rating by one notch if this
cyclical downturn results in sales volumes and profitability
levels that are inadequate to comfortably service debt interest
payments while maintaining the existing leverage profile.

Conversely, Standard & Poor's will consider revising the
outlook to stable at the existing rating level if conditions begin
to improve in key Florida markets and the mid-Atlantic grows into
a larger component of the business.


MARCAL PAPER: Panel Brings In Bridge Associates as Fin'l. Advisor
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave the Official Committee of Unsecured Creditors in Marcal Paper
Mills Inc.'s chapter 11 case authority to retain Bridge Associates
LLC as its financial advisor, nunc pro tunc to Jan. 10, 2007.

The Committee expects Bridge Associates to provide financial
professional services.

Specifically, the firm will:

   a) review all financial information prepared by the Debtor
      or its consultants;

   b) monitor the Debtor's activities regarding cash expenditures,
      receivable collections, asset sales and projected cash
      requirements;

   c) attend at meetings involving the Committee, the Debtor,
      creditors, their attorneys and consultants, federal and
      state authorities, if required;

   d) review the Debtor's periodic operating and cash flow
      statements;

   e) review the Debtor's books and records for related party
      transactions, potential preferences, fraudulent conveyances
      and other potential prepetition investigations;

   f) investigate with respect to prepetition acts, conducts,
      property, liabilities and financial condition of the Debtor,
      its management, creditors, including the operation of its
      business, and as appropriate, avoidance actions;

   g) review any business plans prepared by the Debtor or the
      Debtor's approved consultant;

   h) review and analyze proposed transactions for which the
      Debtor seeks Court approval;

   i) assist in a sale process of the Debtor, if any;

   j) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of all potential
      plans of liquidation;

   k) provide expert testimony on the results of any findings;

   l) analyze potential divestitures of the Debtor's operations;
      and

   m) assist the Committee in developing alternative plans,
      including contacting potential plan sponsors of appropriate.

The firm's professionals charge these hourly rates for their
services:

         Designation                          Hourly Rate
         -----------                          -----------
         Managing Directors, Directors        $350 - $500
         or Senior Consultants

         Principals, Senior Associates        $250 - $375
         or Consultants

         Associates or Consultants            $200 - $300

         Paraprofessionals                     $90 - $150

Anthony H.N. Schnelling, Esq., a managing director at Bridge
Associates, assures the Court that his firm is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code.

Bridge Associates LLC -- http://www.bridgellc.com/-- is a
national financial consulting firm which maintains offices
at Suite 32A, 747 Third Avenue, in New York.

The firm provides a broad range of corporate and financial
advisory services to its clients including, without limitation,
services pertaining to corporate restructuring and corporate
finance.

Headquartered in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- produces over 160,000 tons of
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MARCAL PAPER: Seeks July 28 Exclusive Plan Filing Deadline
----------------------------------------------------------
Marcal Paper Mills Inc. asks the United States Bankruptcy Court
for the District of New Jersey to further extend its exclusive
periods to:

   a) file a plan until July 28, 2007;

   b) solicit acceptances to that plan until Sept. 26, 2007.

The Debtor's exclusive period to file a plan expires on March 30,
2007.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A. tells the Court that since its bankruptcy filing,
the Debtor and its professionals have devoted significant efforts
to the critical tasks relating to operating as a debtor-in-
possession, while seeking to reduce overhead and reinforce
relationships with its vendors and customers.

In connection with its Chapter 11 filing, Mr. Sirota relates that
the Debtor also has expended a substantial amount of time
negotiating and obtaining postpetition financing, preparing and
filing detailed schedules and statements of financial affairs,
preparing for the first meeting of creditors pursuant to Section
341(a) of the Bankruptcy Code, preparing and filing monthly
operating reports, and addressing a myriad of other complex
matters inherent in any large Chapter 11 case.

"These duties, coupled with the relative infancy of the Debtor's
case, have made it difficult at this early stage for the Debtor to
develop a definitive plan for emerging from Chapter 11," Mr.
Sirota explains.

The Debtor and its counsel have been working closely with JH Cohn
LLP, its financial advisors; NatCity Investments, its investment
bankers; and other retained professionals to develop an effective
reorganization strategy.  The Debtor has been exploring various
potential restructuring alternatives.  However, the Debtor needs
additional time to closely examine all alternatives and,
simultaneously, commence a dialogue with its creditor
constituents.

Until the process is completed, the Debtor says it would be
difficult to begin to propose a plan of reorganization.

The Debtor assures the Court that it is not seeking an extension
of the exclusivity periods to delay creditors or force them to
accede to its reorganization demands.

Mr. Sirota confirms that the Debtor is keenly aware of the need to
involve all parties-in-interest in this case.  The Debtor and its
professionals consistently have conferred with the Official
Committee of Unsecured Creditors, the debtor-in-possession
financing lenders, the United States Trustee and other parties-in-
interest on all major substantive and administrative matters in
this case, he adds.

                          DIP Financing

On Jan. 5, 2007, the Debtor obtained Court approval to borrow up
to $84.5 million in postpetition financing from Highland Financial
Corporation, including an immediate availability of a $20 million
revolving credit facility.

The Debtor says that the financing package will allow it to use
all of its cash balances and provide it with greater liquidity to
fund normal business operations during the restructuring process.

The Court will convene a hearing at 10:00 a.m. on March 16, 2007,
to consider the Debtor's request.

Headquartered in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- produces over 160,000 tons of
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MARCAL PAPER: Wants Lease Decision Period Extended Until June 28
----------------------------------------------------------------
Marcal Paper Mills Inc. asks the United States Bankruptcy Court
for the District of New Jersey to further extend the period within
which it can assume or reject unexpired leases of nonresidential
real property through and including June 28, 2007.

The Debtor's time to assume or reject unexpired leases expires on
March 30, 2007.

Since its bankruptcy filing, the Debtor has been conducting its
operations from including, but not limited to, the facilities
leased pursuant to the unexpired commercial property leases
identified in a full list available for free at:

               http://researcharchives.com/t/s?1a4f

The unexpired leases relate to the Debtor's office, manufacturing
and warehousing space.

The Debtor assures the Court that it is, and will continue to be,
current on its postpetition obligations under the unexpired leases
in accordance with Section 365(d)(3) of the Bankruptcy Code.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A. tells the Court that the unexpired leases represent
important assets of the Debtor's estate.  Given the relative
infancy of this case, however, the Debtor has not had sufficient
opportunity to determine precisely how the unexpired leases will
tie into its reorganization efforts, he explains.

Hence, Mr. Sirota says, extending the period to assume or reject
the unexpired leases will provide the Debtor the time and
flexibility it needs to coordinate the assumption or rejection of
its unexpired leases with the formulation of its Chapter 11 plan.

Mr. Sirota warns that if the requested extension is not granted,
the Debtor will be compelled either to assume, in some instances,
large, long-term liabilities, thereby potentially creating
substantial administrative expense claims at any early stage in
this cases, or forfeit leases prematurely, impairing its ability
to operate and preserve the going concern value of its business.

The Court will convene a hearing at 10:00 a.m. on March 16, 2007,
to consider the Debtor's request.

Headquartered in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- produces over 160,000 tons of
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MERITAGE MORTGAGE: DBRS Reviews BB Rating on $7.8 Million Certs.
----------------------------------------------------------------
Dominion Bond Rating Service placed two classes under review with
negative implications from two Meritage Mortgage Loan Trust
Transactions:

   -- $7,800,000 Asset-Backed Certificates, Series 2005-2, Class
      B-1, currently rated BB (high)

   -- $5,982,000 Asset-Backed Certificates, Series 2005-3, Class
      B-2, currently rated BBB (low)


MERRILL LYNCH: S&P Cuts Rating on Class B-3 Certificates to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-3 certificates from Merrill Lynch Mortgage Investors Trust
Series 2003-HE1 to 'B' from 'BB'.  The rating remains on
CreditWatch negative, where it was placed Nov. 22, 2006.

Concurrently, the 'BBB' rating on the class B-2 certificates was
placed on CreditWatch with negative implications.  At the same
time, the ratings on the remaining seven classes from this
transaction were affirmed.

The lowered rating and negative CreditWatch placements reflect
monthly losses that have continuously exceeded excess interest.
During the previous six remittance periods, monthly losses have
exceeded excess interest by approximately 4.04x.  As of the
January 2007 distribution date, serious delinquencies represented
8.93% of the current pool principal balance.  Cumulative realized
losses represented 1.36% of the original pool principal balance.

Standard & Poor's will continue to monitor the performance of this
transaction.  If delinquencies continue to translate into realized
losses that outpace excess spread, Standard & Poor's will take
further negative rating actions.

Conversely, if losses are covered by excess spread and
overcollateralization builds toward its target balance, S&P will
affirm the ratings and remove them from CreditWatch.

The affirmations are the result of actual and projected credit
support that is sufficient to maintain the current ratings.

The collateral supporting this transaction consists of 30-year
fixed- and/or adjustable-rate mortgage loans secured by first
and/or second liens on one- to four-family residential properties.

                  Rating Lowered And Remaining
                    On Creditwatch Negative

                Merrill Lynch Mortgage Investors
                    Trust Series 2003-HE1

                               Rating
                               ------
                 Class    To              From
                 -----    --              ----
                 B-3      B/Watch Neg     BB/Watch Neg

              Rating Placed On Creditwatch Negative

               Merrill Lynch Mortgage Investors
                   Trust Series 2003-HE1

                                Rating
                                ------
                 Class    To               From
                 -----    --               ----
                 B-2      BBB/Watch Neg    BBB

                         Ratings Affirmed

               Merrill Lynch Mortgage Investors
                    Trust Series 2003-HE1

                    Class          Rating
                    -----          ------
                    A-1, A-2B, S   AAA
                    M-1            AA+
                    M-2            A+
                    M-3            A
                    B-1            BBB+


MITTAL STEEL: Ordered to Sell Sparrows Point Plant in Baltimore
---------------------------------------------------------------
The U.S. Department of Justice ordered Mittal Steel Co. to sell
its Sparrows Point steel plant in Baltimore, Md., Paul Glader
writes for the Wall Street Journal.

The order came because of antitrust concerns about competition
brought about by the deal that created Arcelor Mittal, the world's
largest steel company.

According to WSJ, the ruling could draw bids from:

   -- India's JSW Steel Ltd.,
   -- India's Ispat Industries Ltd.,
   -- Russia's Evraz Group,
   -- Russia's OAO Severstal Grou,
   -- China's Wuhan Steel Corp.,
   -- China's Anshan Iron & Steel Group Corp.,
   -- Germany's ThyssenKrupp AG,
   -- Brazil's Companhia Siderurgica Nacional, and
   -- USA's Hampshire Steel Investments.

According to Mittal Steel USA Inc., a Mittal Steel Co. subsidiary,
the Sparrows Point plant is one of the largest and most efficient
blast furnaces in North America and is capable of producing
3.9 million tons of raw steel annually.  The fully integrated
steel-making facility is located on the Chesapeake Bay.  Sparrows
Point is the former Bethlehem Steel plant and has stood on its
site since 1887.

                       Mittal Steel USA Inc.

Mittal Steel USA Inc. is the largest steel producer in the United
States and is a major supplier to the North American automotive
industry as well as to the broader transportation sector, serving
customers in the trucking, off-highway, agricultural-equipment,
and railway industries.  Mittal Steel USA also has a strong
customer base in the appliance, office furniture, electrical
motors, packaging, industrial machinery, and other manufacturing
sectors, as well as the distribution and service-center industry.

Mittal Steel USA operates some of the most modern and efficient
steel plants in North America.  Major steel producing sites are
located in East Chicago and Burns Harbor, Ind.; Cleveland, Ohio;
Weirton, W.V.; Sparrows Point, Md.; Steelton, Pa.; Georgetown,
S.C.; and Riverdale, Ill.  Value-added plate markets are served
from the company's Conshohocken and Coatesville, Pa., facilities,
as well as from operations in Indiana.  The company also has
finishing facilities in Hennepin, Ill.; Lackawanna, N.Y.; Newton,
N.C.; and Columbus, Ohio.

As part of its partnership with Nippon Steel Corporation, the
company also operates two state-of-the-art steel-finishing plants
near New Carlisle, Ind.: I/N Tek, a continuous cold rolling plant
that produces sheet steel of unmatched quality and consistency,
and I/N Kote, a plant comprising both hot-dip and
electrogalvanising lines for flat-rolled steel.

Mittal Steel also owns iron ore mines in Minnesota as well as coal
properties in Pennsylvania and a direct-reduced-iron facility in
Trinidad, and a coke-making facility in Warren, Ohio.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Moody's Investors Service confirmed Mittal Steel U.S.A. Inc.'s Ba1
senior unsecured rating.


MORTGAGE LENDERS: U.S. Trustee Appoints Seven-Member Committee
--------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, the United
States Trustee for Region 3 appointed seven creditors to serve on
the Official Committee of Unsecured Creditors for Mortgage Lenders
Network USA, Inc.'s Chapter 11 case:

    1. Merrill Lynch Mortgage Lending, Inc.
       Attn: Cynthia Smiros
       4 World Financial Center North
       Tower, New York, NY 10080
       Phone: 212-449-5893, Fax: 212-449-7722

    2. Lehman Brothers Bank, FSB
       Attn: Lloyd Matthew Winans
       745 Seventh Avenue, New York, NY 10019
       Phone: 212-526-7000, Fax: 646-758-5221

    3. Wachovia Bank, N.A.
       Attn: Jill W. Akre
       One South Broad Street, 8 Floor
       Philadelphia, PA 19107
       Phone: 267-321-6663, Fax: 267-321-6903

    4. Duffy White Construction, LLC
       Attn: Brad White/Mike Duffy,
       PO Box 838
       Ardmore, PA 19003
       Phone: 610-906-1913, Fax: 610-450-4301

    5. MTM Technologies, Inc.
       Attn: John F. Kohler
       1200 High Ridge Rd., Stamford, CT 09605
       Phone: 203-975-3775, Fax: 201-558-7453

    6. Workstage, LLC
       Attn: Joseph Peters
       4700 60 St., Grand Rapids, MI 49512
       Phone: 616-455-3024, Fax: 616-455-3044

    7. David D. Hagburg
       14 Blue Heron Lane
       Bayville, NJ 08721
       Phone: 201-572-6717, Fax: 732-608-6445

Mark S. Kenny, Esq., is assigned as trial attorney to the
Mortgage Lenders' case.

                    About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.  The Debtor's exclusive period to file a chapter 11
plan expires on June 5, 2007.  (Mortgage Lenders Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MORTGAGE LENDERS: Hires Trumbull as Claims and Noticing Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Mortgage Lenders Network USA, Inc., authority to employ The
Trumbull Group, doing business as Wells Fargo Trumbull, as its
official notice, claims and balloting agent in its Chapter 11
case.

Mitchell L. Hefferman, president and chief executive officer of
Mortgage Lenders, notes that with over 7,000 creditors, potential
creditors, and other parties-in-interest, the Debtor must retain
a claims noticing agent.

According to Mr. Hefferman, Trumbull is a data processing firm
specializing in noticing, claims processing, disbursement and
other administrative tasks in bankruptcy cases, which is highly
qualified to provide the services and assistance needed by the
Debtor.  Trumbull has provided substantially similar services in
other Delaware bankruptcy cases, Mr. Hefferman adds.

At the request of the Debtor or the Office of the Bankruptcy
Clerk, Trumbull will:

   (a) prepare and serve required notices in the Debtor's
       bankruptcy case, including:

       -- a notice of commencement of the Debtor's Chapter 11
          cases and the initial meeting of creditors under
          Section 341(a) of the Bankruptcy Code;

       -- a notice of the claims bar date;

       -- notices of objections to claims;

       -- notices of any hearings on a disclosure statement and
          the confirmation of any plan of reorganization; and

       -- any miscellaneous notices deemed necessary by the
          Debtor or the Court;

   (b) file with the Clerk's office an affidavit of service
       within three business days after the service of a
       particular notice, which will include:

       -- a copy of the notice served,

       -- an alphabetical list of persons on whom the notice was
          served, along with their addresses, and

       -- the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtor's Chapter 11 cases;

   (d) maintain the official claims register in the case by
       docketing all filed proofs of claim in a claims database
       that includes:

       -- the name and address of the claimant or his agent;

       -- the date the proof of claim or proof of interest was
          received by Trumbull or the Court;

       -- the claim number assigned to the proof of claim or
          proof of interest; and

       -- the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested to do so in
       a more or less frequent basis;

   (g) make an up-to-date mailing list of the persons who filed
       proofs of claim and make it available to the Clerk's
       Office or any party-in-interest;

   (h) make the proofs of claim and proofs of interest accessible
       to the public for examination without charge during
       regular business hours;

   (i) record all transfers of claims and provide notice of
       transfers if required by the Court;

   (j) comply with applicable federal, state, municipal and local
       statutes and other requirements;

   (k) promptly comply with further services as the Debtor or
       the Clerk's office will request;

   (l) provide other claims processing, noticing, balloting, and
       related administrative services at the Debtor's behest;
       and

   (m) act as balloting agent, particularly:

       -- print ballots including shareholder and specific
          ballots;

       -- prepare voting results;

       -- coordinate the mailing of ballots, copies of the
          disclosure statement and plan to all voting and non-
          voting members and provide an affidavit of service; and

       -- receive ballots at a post office box, inspect them for
          conformity to voting procedures, date stamp and number
          ballots, and tabulate and certify results.

The Debtor will pay to Trumbull the costs with respect to
providing the Bankruptcy Processing Services pursuant to the fee
schedule provided in the parties' engagement agreement.  A copy
of the fee schedule is available for free at:

              http://ResearchArchives.com/t/s?1a57


Trumbull's professionals bill:

         Professional                   Hourly Rates
         ------------                   ------------
         Administrative Support             $55
         Data Specialist                 $65 - $80
         Case Manager                    $85 - $135
         Automation Consultant          $140 - $175
         Operations Manager             $110 - $185
         Consultant                     $225 - $295

Ronda K. Collum, vice president of Trumbull, assures the Court
that her firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.  Trumbull does not
hold or represent any interest adverse to the Debtor's estate,
Ms. Collum adds.

                    About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.  The Debtor's exclusive period to file a chapter 11
plan expires on June 5, 2007.  (Mortgage Lenders Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NATIONAL BEDDING: S&P Rates $210 Million Second-Lien Facility at B
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on National Bedding Co. LLC's proposed senior secured
credit facilities, following the report that the company will
increase the first-lien facility by $25 million.  Pro forma for
the increased add-on portion, the senior secured credit facilities
will total $685 million, comprising $475 million of first-lien
facilities and a $210 million second-lien facility.

The first-lien facilities are rated 'BB-' with a recovery rating
of '1', indicating a high expectation for full recovery of
principal in the event of a payment default.  The second-lien
facility is rated 'B' with a recovery rating of '3', indicating
the expectation for meaningful recovery of principal in the event
of payment default.

Proceeds from these facilities, in conjunction with cash on hand,
will be used to redeem a portion of the company's preferred stock
outstanding and to refinance all existing indebtedness.  The
ratings on the existing bank facilities will be withdrawn at the
close of the transaction.  These ratings are based on preliminary
terms and are subject to review upon final documentation.

Ratings List:

   *AOT Bedding Holdings Corp.

      -- Corporate Credit Rating at B+/Negative/

   * National Bedding Co. LLC

      -- $475 Million First-Lien Secured at BB-;
         Recovery Rating: 1

      -- $210 Million Second-Lien Secured at B;
         Recovery Rating: 3


NORTH AMERICAN: Major Stockholder Wants J. Christian as Director
----------------------------------------------------------------
North American Technologies Group, Inc.'s Board of Directors of
expanded the number of positions on its Board of Directors
to seven members.

Sponsor Investments, LLC, the holder of a majority of the
company's common stock, proposed that Joseph W. Christian be
elected by the Board to serve as the new director.

Mr. Christian was elected Feb. 14, 2007 to serve as a Class II
director until the third Annual Meeting of Shareholders after his
election or until his successor is elected and qualified.

Mr. Christian currently serves as a Manager of Facilities for
Perot Systems and is responsible for plant infrastructure,
including plant maintenance, repair, purchasing, and upgrades.

Before assuming his position in 2001 with Perot Systems, Mr.
Christian previously served as manager of Production Control for
Beal Aerospace Technologies.

Mr. Christian attended the University of Texas at Arlington and
served in the United States Marine Corps from 1975 to 1987.

                       About North American

North American Technologies Group Inc., (OTCBB: NATK)
-- http://www.natk.com/ -- through its TieTek subsidiary
manufactures and sells composite railroad crosstie known as
TieTek(TM) made from recycled composite materials that is a direct
substitute for wood crossties, but with a longer life and with
several environmental advantages.

                      Going Concern Doubt

KBA Group LLP, in Dallas, Texas, expressed substantial doubt
about North American Technologies Group Inc.'s ability to
continue as a going concern after auditing the company's
financial statements for the nine-month period ended Oct. 1,
2006.  The auditing firm pointed to the company's recurring
losses from operations and use of significant cash flows in
operating activities.


NEW YORK RACING: Wants Exclusive Plan-Filing Period Extended
------------------------------------------------------------
The New York Racing Association Inc. asks the United States
Bankruptcy Court Southern District of New York to extend, until
Jan. 15, 2008, its exclusive period to file a chapter 11 plan of
reorganization.  The Debtor also asks the Court to extend, until
March 14, 2008, its exclusive period to solicit acceptances of
that plan.

The Debtor tells that Court that many necessary issues remain to
be resolved in its chapter 11 case before formulation and
confirmation of a plan may proceed.

                  Awarding of the Franchise

The Debtor reminds the Court that its franchise to conduct racing
and operating pari-mutual wagering on its Racetracks is scheduled
to expire on Dec. 31, 2007.

On June 13, 2006, the State's Ad Hoc Committee on the Future of
Racing released a request for proposals to solicit bids from
entities interested in conducting racing and operating pari-mutual
wagering at the Racetracks under the franchise.  The Debtor and a
number of other groups, each of the other groups a for-profit
organization, submitted proposals for the Franchise.

On Nov. 21, 2006, the Ad Hoc Committee recommended the franchise
be awarded to Excelsior Racing Associates, LLC.  The Debtor says
however that this recommendation has been cast aside.

The Debtor contends that until it learns the fate of the
franchise, the proposition of a viable chapter 11 plan is
difficult.  The Debtor remains hopeful that it will be awarded the
franchise and able to pursue its goal of opening a video lottery
terminal facility.

The Debtor says that it plans to base a chapter 11 plan on the
projected income of the video terminal facility if it is awarded
the franchise.

           Determination of Title to the Racetracks

The Debtor reminds the Court that on Dec. 12, 2006, it filed a
complaint commencing an adversary proceeding, in order to, among
other things, challenge the constitutionality of Section 202-2 of
the New York State Racing Law.

Section 202-2 provides, in pertinent part, that, upon expiration
of the franchise, the assets of the franchisee "will be assigned,
transferred and conveyed and distributed by the governor then in
office."  The Debtor has argued that it currently owns the
racetracks.

Various parties however have taken actions that infringed upon the
Debtor's quiet enjoyment of the Racetracks due to their belief
that the Racetracks not only become property of the State of New
York upon the expiration of the Franchise but also, that the State
maintains an amorphous interest currently.

The Debtor relates that in order to propose a feasible chapter 11
plan, a determination of its ownership of the Racetracks upon the
expiration of the franchise must be made.  The Debtor believes
that, until the dispute regarding the future ownership of the
Racetracks is resolved, it would be extremely difficult to have
meaningful negotiations about a plan.

                     Postpetition Financing.

The Debtor tells the Court that it had previously filed a motion
for an order:

    (a) approving postpetition financing from General Electric
        Capital Corporation and GE Capital Markets,

    (b) authorizing satisfaction of postpetition financing
        previously provided by the State, and

    (c) related relief.

The Debtor says that several parties filed objections to their
request for a DIP financing.  The Debtor discloses that after
negotiations with the State, it had the DIP hearing deferred to
March 16, 2007.

The Debtor contends that without this financing, it will not be in
a position to formulate a consensual chapter 11 plan of
reorganization as it will most likely have to close the
Racetracks.  The Debtor relates that the postpetition financing
would allow it to stabilize business operations and enable it to
concentrate on the plan process.

          Adjudication of the State's Motion To Dismiss

As previously reported in the Troubled Company Reporter, the State
of New York and the New York State Non-Profit Racing Association
Oversight Board asked the Court to dismiss the Debtor's chapter 11
case citing that the Debtor was ineligible to file for bankruptcy
under the definitions set in the Bankruptcy Code.

The Debtor says that The New York Thoroughbred Horseman's
Association, Inc., Lien Games Racing, LLC, and Excelsior, have
filed motions to join the Motion to Dismiss.

The Debtor argues that although it believes the motion has no
merit, it would be difficult to commence meaningful negotiations
with creditor constituencies bent on derailing its chapter 11
proceedings.  The motion is scheduled to be heard by the Court on
March 16, 2007.  29. Accordingly, until the issue is resolved or
progress is made, the Debtor will be unable to propose a
confirmable plan.

                            About NYRA

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.  The Debtor's exclusive period to
file a chapter 11 plan is set to expire on March 2, 2007.


NOVASTAR FINANCIAL: Expects GAAP Profitability in Coming Years
--------------------------------------------------------------
NovaStar Financial Inc. responded Wednesday in a regulatory filing
with the Securities and Exchange Commission to misstatements in
the media regarding the company's expectations for taxable income
in the future.  Some reports, the company said, erroneously stated
that the company does not expect to be profitable in the period of
2007 to 2011.

Scott Hartman, the company's chief executive officer, commented:
"Some news stories mistakenly assert that NovaStar does not expect
to report profits the next several years.  In our earnings release
and conference call on Tuesday, we stated that we expect to
recognize little, if any, taxable income during the period 2007
through 2011.  Taxable income involves a calculation for tax
returns filed under the IRS requirements for Real Estate
Investment Trusts.  This figure differs significantly from net
income under General Accepted Accounting Principles, known as GAAP
earnings."

"Our belief is that NovaStar generally will be profitable on a
GAAP basis over the next several years, as it was in 2006.  Over
time, GAAP tends to reflect the economics of our business.
Because of the REIT structure and accounting rules for
securitizations, taxable income exceeded GAAP earnings in recent
years, and we expect taxable income to be less than GAAP earnings
over the next several years.  Our comments about 2007 to 2011
related to taxable income, as part of our discussion of a
potential change in NovaStar's REIT status."

              2006 Fourth Quarter & Year-End Results

For the quarter ended Dec. 31, 2006, NovaStar reported a net loss
available to common shareholders of $14.4 million.  In the fourth
quarter of 2005, net income available to common shareholders was
$26.4 million.

Full-year 2006 net income available to common shareholders was
$66.3 million.  That full-year result compares with 2005 net
income available to common shareholders of $132.5 million.

"The credit performance of our portfolio, and specifically our
2006 originations, deteriorated during the fourth quarter,
resulting in impairments on mortgage securities and additional
loss provisions for loans held-in-portfolio in the REIT.  Also,
our gains upon securitization were reduced during the quarter
because of lower whole loan prices. Furthermore, during the fourth
quarter, we experienced a greater level of loan repurchase
requests due to early payment defaults than we have historically.
However, we believe our current reserves are adequate to cover the
repurchase risk for all loans sold to date," Mr. Hartman said.

           Additional 2006 and Fourth-Quarter Highlights

   * Portfolio of loans under management was $16.3 billion at
     year-end.  Portfolio return on assets was 1.21 percent for
     2006 (0.94 percent in the fourth quarter).

   * Nonconforming loan originations were $11.2 billion in 2006,
     up 21 percent from 2005.  Fourth-quarter originations were
     $2.6 billion, up 20 percent from the same quarter in 2005.

   * Cost of production for 2006 was reduced by 34 basis points,
     to 2.03 percent, compared to 2005.  Fourth-quarter cost of
     production was 1.87 percent.

   * NovaStar expanded its retail division with an asset purchase
     resulting in 19 new branches, adding a market channel for
     low-cost originations that it expects will serve as a
     platform for future growth.

              Information Relating to 2007 Dividends

NovaStar declared $5.60 per share in dividends to common
shareholders in 2006, consistent with guidance provided early in
the year.  For 2007, NovaStar's management expects to meet the
REIT distribution requirements of distributing at least 90 percent
of undistributed 2006 taxable income during 2007.  The timing and
amount of dividends will be determined by NovaStar's Board of
Directors.

In addition, the Board declared a quarterly dividend of $.55625
per share on NovaStar's 8.90% Class C Cumulative Redeemable
Preferred Stock, payable April 2, 2007, to holders of record as of
March 5, 2007.

Estimated 2006 taxable income available to shareholders was
$187 million, and approximately $17 million in dividends declared
and paid in 2006 were applicable to 2006 taxable income.

As of Oct. 31, 2006, NovaStar had 36,995,202 common shares
outstanding.  As of Dec. 31, 2006, NovaStar had 37,261,252 common
shares outstanding.

Greg Metz, the company's senior vice president and chief financial
officer, noted: "As we have discussed in prior conference calls,
taxable income from our REIT mortgage securities portfolio will
normally exceed GAAP earnings during the early life of the
portfolio due to the accelerated income recognition provisions of
the tax code.  Generally, this timing difference is created
because of the different income accrual methods prescribed for the
computation of GAAP and tax income.  However, over the life of the
portfolio, GAAP and tax income will be equal; therefore, in the
later life of the portfolio GAAP income will be greater than
taxable income.  The reversal in timing differences between the
recognition of GAAP income and taxable income is occurring and
will accelerate as our older vintage securitizations mature.  As a
result, during the period 2007 through 2011, we expect to
recognize little, if any, taxable income.  Given this outlook,
management is currently evaluating whether it is in shareholders'
best interest to retain the company's REIT status beyond 2007
given the asset, income and other REIT related restrictions the
company must operate within."

                       Portfolio Management

Loans under management were $16.3 billion at Dec. 31, 2006, up
17 percent from a year earlier but down from the third quarter,
due in part to fourth-quarter whole loan sales.  NovaStar
securitized $1.8 billion in nonconforming loans in the fourth
quarter ($8.6 billion for the year).  Return on assets in the
portfolio was 0.94 percent in the fourth quarter (1.21 percent for
the year).

On Feb. 8, 2007, NovaStar closed a $375 million collateralized
debt obligation.  The assets collateralizing the obligation
include securities created through past NovaStar securitizations,
as well as mortgage backed securities purchased in the secondary
market.  The company retained the class D notes and subordinated
notes, together representing $43.5 million in principal value.

"This CDO accomplishes two things for NovaStar.  First, we were
able to reduce funding costs on lower-tranche bonds from recent
securitizations and second, we tapped an additional opportunity to
benefit from our portfolio management capabilities.  We believe
that investing in higher rated mortgage securities will continue
to provide good, risk-adjusted returns for the portfolio.  During
2007, we may commit additional equity to purchase or retain
mortgage securities.  These securities are rated higher in the
capital structure than our traditional residual investments and we
intend to finance these securities with CDO debt," said Mike
Bamburg, the company's senior vice president and chief investment
officer.

                         Mortgage Banking

Fourth-quarter loan production was $2.6 billion, up 20 percent
from a year earlier (full-year originations were $11.2 billion, up
21 percent over 2005).  Wholesale production represented
85 percent of fourth-quarter originations, retail 9 percent (with
new branches included only in December), and correspondent/bulk
6 percent.  Average cost of production was 1.87 percent in the
quarter, down from 2.15 percent a year earlier and was
2.03 percent for 2006, down from 2.37 percent in 2005.

"NovaStar originated 21 percent more loans in 2006 and made
progress on reducing costs.  The nonprime market remains very
competitive, but we see potential for a more rational business
environment as several competitors have withdrawn or put
themselves up for sale," said Lance Anderson, the company's
president and chief operating officer.

Mr. Anderson added, "The key area of focus for our mortgage
banking operation is to ensure that the 2007 originations perform
better than 2006 and in line with our expectations.  In this
regard, we have taken several steps which include:

   1) Tightening of our underwriting guidelines;

   2) Limiting the number of exceptions to our underwriting
      guidelines policy;

   3) Enhancing our appraisal review process;

   4) Implementing the use of NovaStar's Risk Assessment Score
      to identify loans with unacceptable levels of risk."

                 Liquidity and Borrowing Capacity

As of Dec. 31, 2006, NovaStar had borrowing capacity of
$4.25 billion from major lenders.  Cash and available liquidity
totaled $154 million.

               Shares Fall 40% After Loss Announced

Bill Rochelle of Bloomberg News reported Thursday that following
NovaStar's announcement of its $14.4 million fourth-quarter loss,
the company's shares fell 42.5% to a 52-week low.  The company's
stock closed at $10.10 in New York Stock Exchange composite
trading, the source said.

"NovaStar's announcement wasn't the only sign of weakness related
to the subprime market.  The cost to insure $10 million in BBB-
rated bonds secured by subprime mortgages written in the last half
of 2006 rose to $1.1 million a year from $389,000 one month ago,"
Mr. Rochelle added.

                     About NovaStar Financial

Based in Kansas City, Mo., NovaStar Financial Inc. (NYSE: NFI)
-- http://www.novastarmortgage.com/-- is a specialty finance
company that originates, purchases, invests in and services
residential nonprime loans.  The company specializes in single-
family mortgages, involving borrowers whose loan size, credit
details or other circumstances fall outside conventional mortgage
agency guidelines.  A Real Estate Investment Trust founded in
1996, NovaStar has lending operations nationwide.


NSG HOLDINGS: S&P Assigns BB Rating on $286 Million Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
ratings to NSG Holdings LLC's $286 million senior secured term
loan facility maturing seven and one quarter years from closing,
$32.5 million senior secured synthetic LOC facility, and
$514 million senior secured notes due 2025.

At the same time, Standard & Poor's assigned its '3' recovery
rating to the term loan facility, the synthetic LOC facility, and
the notes.  The outlook is stable.

NSGH is a 100% wholly owned subsidiary of Northern Star Generation
LLC that owns or has beneficial interest in 12 generation
facilities with a combined capacity of about 2,100 MW or 1,451 MW.

The predictable cash flow from project distributions supports a
stable outlook.  Standard & Poor's views the cash flow
predictability as a key-rating factor.

"The diversification of the portfolio with no one project
contributing more than 28% of the cash flows bolsters the stable
outlook," said Standard & Poor's credit analyst David Bodek.

The rating or outlook could be lowered if any of the large
projects experience a sustained operating issue that precludes
payments under the PPAs and tolling agreements.

"However, there is little room for an upgrade, given the
contracted, expected stable performance of the portfolio,"
Mr. Bodek continued.


OCWEN FINANCIAL: Gets $45.9 Mil. Capital Sharing from BMS Holdings
------------------------------------------------------------------
Ocwen Financial Corp. reported its receipt of a $45.9 million
capital distribution from BMS Holdings, Inc., which was equal to
Ocwen's original investment in BMS Holdings.

The Board of Directors of BMS Holdings declared a dividend payable
to its stockholders on Feb. 14, 2007 from the proceeds of its
private placement of $150 million aggregate principal amount of
Floating Rate Senior PIK Notes due in 2012.  Interest on the notes
will be payable semi-annually in arrears and will accrue at a
floating rate equal to six-month LIBOR plus a spread, which will
be 700 basis points and will increase by 50 basis points on
Aug. 15, 2008 and by an additional 50 basis points on
Aug. 15, 2009.  BMS Holdings may pay interest in cash, additional
notes, or a combination of 50% in cash and 50% in additional
notes.

In addition to the declaration of a dividend to its stockholders,
BMS Holdings may use the proceeds of the private placement to pay
additional dividends in the future, fees and expenses related to
the offering and for general corporate purposes.  The notes will
be redeemable, in whole or in part, beginning on Aug. 15, 2007 at
the option of BMS Holdings.  The redemption price will be based on
a percentage of the principal amount of the notes plus accrued and
unpaid interest to the date of redemption.

                       About Ocwen Financial

Headquartered in West Palm Beach, Florida, Ocwen Financial Corp.
(NYSE:OCN) -- http://www.ocwen.com/-- is a provider of servicing
and origination processing solutions to the loan industry with
offices in Orlando, Florida, Downers Grove, Illinois and Atlanta,
Georgia and global operations in Canada, Germany, India and
Taiwan.  The company makes its clients' loans worth more by
leveraging its superior processes, innovative technology and high-
quality, cost-effective global human resources.

                          *     *     *

Ocwen Financial's 3-1/4% Contingent Convertible Senior Unsecured
Notes due 2024 carry Standard & Poor's B- rating.


OLIN BRYANT JR: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Olin W. Bryant, Jr.
        1320 Prather Road
        Lexington, KY 40502

Bankruptcy Case No.: 07-50319

Chapter 11 Petition Date: February 21, 2007

Court: Eastern District of Kentucky (Lexington)

Debtor's Counsel: Robert V. Sartin, Esq.
                  Frost Brown Todd LLC
                  Lexington Financial Center
                  250 West Main, Suite 2700
                  Lexington, KY 40507-1749
                  Tel: (859) 231-0000
                  Fax: (859) 231-0011

Total Assets: $427,907

Total Debts:  $2,246,583

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fifth Third Bank              Pledge of interest        $750,000
250 West Main Street          in: LTD Systems,
Suite 100                     Inc.,; Coastal
Lexington, KY 40507           Properties, LLC;
                              Madeira Beach, LLC;
                              CRG Holding, LLC;
                              Haverstick Consulting,
                              LLC; LTC Investors

Olin W. Bryant                Personal Loan             $125,000
100 Deer Path Lane
Paducah, KY 42001

The Bank of Harlan            Commercial Loan           $100,000
P.O. Box 919
Harlan, KY 40831

National City Bank            Line of Credit             $98,104

The Bank of Harlan            Commercial Loan            $81,520

National City Bank            Line of Credit             $77,392

Elizabeth S. Bryant           Unsecured loan             $35,000

Century Bank                  Commercial Loan            $33,211

Donald E. Maguire             Personal Loan              $30,000

Bank of America               Revolving Credit           $17,482


Huntington National Bank      Vehicle Lease              Unknown

Integra Bank                  Installment Loan           Unknown


OPTIMAL GEOMATICS: Oct. 31 Balance Sheet Upside Down by CDN$17.2MM
------------------------------------------------------------------
Optimal Geomatics Inc. reported a net loss of CDN$1.2 million on
CDN$16 million of revenues for the fiscal year ended
Oct. 31, 2006, compared to a net income of CDN$1.2 million on
CDN$10 million of revenues for the same period in 2005

The company's balance sheet for FY 2006 showed CDN$12.8 million in
total assets, and CDN$30 million in total liabilities, resulting
in a $17.2 million stockholders' deficit.

"The delay in signing new contracts in our North American and UK
markets, coupled with a strong Canadian dollar, has adversely
impacted our results for the fourth quarter as well as our fiscal
year targets.  We continued to experience a slow down in new
contract wins in the fourth quarter," stated Colum Caldwell,
President & CEO of Optimal Geomatics.

"Our revenue and financial targets for 2006 were not achieved due
to these delays in customer contract signings.  Despite the delays
in signings, Optimal remains of the view that these results are a
part of the normal volatility in our business and do not reflect a
change in our future prospects.

"We are obviously disappointed in our financial results for 2006
in what was otherwise an excellent year for strategic progress."

                About Optimal Geomatics Inc.

Headquartered in Vancouver, Canada, Optimal Geomatics specializes
in the science and technology of gathering, analyzing,
interpreting, distributing and using geographic information.
Optimal applies the disciplines of surveying, mapping, remote
sensing, geographic information systems, and global positioning
system to provide solutions for engineering and geospatial
professionals.


OWNIT MORTGAGE: Picks Credit-Based Asset Servicing as Lead Bidder
-----------------------------------------------------------------
Ownit Mortgage Solutions Inc. has selected a $4 million offer from
Credit-Based Asset Servicing and Securitization LLC to be the lead
bidder, or stalking horse, at Thursday's auction sale of its
mortgages, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Ownit Mortgage sought authority from the U.S. Bankruptcy Court for
the Central District of California to sell 54 residential fixed
and adjustable rate first or second lien mortgage loans.

The mortgage loans are secured by a mortgage, deed of trust or
other security instrument creating a first or second priority lien
on residential dwellings located in various jurisdictions.
Details on the mortgage loans were not available in the documents
the Debtor filed with the Court.

The Debtor decided to sell those loans because it urgently needs
to raise additional funds to pay for its operational and other
expenses, including administrative rents for its various leased
locations which must be paid by Monday, Feb. 26, 2007.

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  No Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for bankruptcy, it estimated assets between
$1 million to $50 million and debts with more than $100 million.
The Debtor's exclusive period to file a chapter 11 plan expires on
April 27, 2007.


PALMDALE HILLS PROPERTY: S&P Withdraws Ratings on Facilities
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Palmdale Hills Property LLC following the successful refinancing
of balances outstanding under a $200 million senior secured
first-lien credit facility and a $75 million senior secured
second-lien facility.  Standard & Poor's was not engaged to rate
the new loan.

Palmdale Hills is a single-purpose entity formed to acquire,
develop, and market the 10,625-acre Ritter Ranch master-planned
community in northern Los Angeles County.  The company is an
affiliate of unrated SunCal Cos.

Irvine, Calif.-based SunCal Cos. was founded in 1873 and is the
largest private developer of master-planned communities in
California.

                        Ratings Withdrawn

                   Palmdale Hills Property LLC

                                Rating
                                ------
                             To         From
                             --         ----
             Issuer credit   NR         B-/Watch Neg
             First-lien      NR         B/Watch Neg
             Second-lien     NR         CCC+/Watch Neg


PARK PLACE: DBRS Reviews Low-B Ratings on Two Class Certificates
----------------------------------------------------------------
Dominion Bond Rating Service placed these two classes under review
with negative implications:

   -- $64,500,000 Asset-Backed Pass-Through Certificates, Series
      2004-WHQ2, Class M-10, currently rated BB (high)

   -- $30,400,000 Asset-Backed Pass-Through Certificates, Series
      2005-WCH1, Class M-10, currently rated BB (high)


PREDIWAVE CORPORATION: Court Denies New World's Dismissal Plea
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
denied New World TMT Limited's request to dismiss the involuntary
chapter 11 petitions filed against PrediWave Corp.'s affiliates.

On Jan. 8, 2007, employees filed involuntary petitions against
CyberLancet, CyberNova, TechStock, WarpEra, Visionaire and Athena.

New World obtained a $2.8 million judgment against some of the
Debtor's affiliates and upon receipt of the judgment, levied on
the bank account of the affiliates.  New World however took care
not to levy on any of the Debtor's accounts consistent with the
terms if the Court's lift stay order.

New World had asked the Court to dismiss the affiliates
involuntary petitions contending that employees were not allowed
to file involuntary petitions under Section 303(b)(2) of the
Bankruptcy Code.

New World told the Court that the petitions in CyberLancet,
CyberNova, TechStock, and Athena were defective under any
standard.  Specifically:

    * the CyberLancet petition was filed by only one "creditor",
      not the three petitioning creditors required by
      Section 303(b)(1); and

    * in the CyberNova, TechStock and Athena petitions, an
      unspecified element of each "creditors'" petition is a claim
      for severance.

Headquartered in Fremont, Calif., PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite
operators with end-to-end digital broadcast platforms, and offers
products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The Debtor
filed for chapter 11 protection on April 14, 2006 (Bankr. N.D.
California Case No. 06-40547).  Robert A. Klyman, Esq., at Latham
& Watkins, LLP, and Jonathan S. Shenson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP represent the Debtor in its restructuring
efforts.  John D. Fiero, Esq., at Pachulski, Stang, Ziehl, Young
and Jones represents the Official Committee Of Unsecured
Creditors.  The Debtor's Schedules of Assets and Liabilities
showed $145,282,246 in total assets and $773,033,371 in total
liabilities.


PRIME MORTGAGE: S&P Assigns Default Rating to 2004-CL1 B-5 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1 and B-2 certificates from Prime Mortgage Trust 2003-1.
Concurrently, ratings were lowered on four classes from Prime
Mortgage Trust 2004-CL1 and PRIME 2004-CL1A.  Of these, the
ratings on the class B-3 certificates from both series remain on
CreditWatch, where they were placed with negative implications on
April 26, 2006, while the rating on class B-4 from series 2004-CL1
was removed from CreditWatch negative.

In addition, classes 1-B-4 and 1-B-5 from series 2005-5 were
placed on CreditWatch with negative implications.  Lastly, the
ratings on 168 classes from 12 Prime Mortgage Trust transactions
and PRIME 2004-CL1A were affirmed.

The upgrades are due to projected credit support that is at least
1.71x the original credit support associated with the higher
rating levels.  As of the January 2007 distribution date, total
delinquencies represented 1.22% of the current pool balance, while
cumulative losses represented 0.00% of the original pool balance.

The lowered ratings and CreditWatch placements reflect reduced
projected credit support due to high delinquencies and adverse
collateral performance.

Projected credit support reflects annual credit support less
projected losses on present-day delinquencies.  Serious
delinquencies for the transactions with downgrades or CreditWatch
placements range from 2.71% to 6.18% of the current pool balances.

When delinquencies translate into losses, credit enhancement is
eroded.  Cumulative realized losses on these transactions range
from 0.00% to 0.13% of the original pool balance.

Standard & Poor's will continue to monitor the performance of
these transactions.  If credit support continues to be reduced,
Standard & Poor's will likely take additional negative rating
actions.

Conversely, if realized losses no longer outpace monthly excess
interest and the level of overcollateralization rebuilds toward
its target balance, Standard & Poor's will affirm the ratings and
remove them from CreditWatch.

The lowering of the rating on the class B-3 certificate from
series 2004-CL1A reflects the downgrade of the underlying
certificates, classes B-3 and B-4 from series 2004-CL1, which
support series 2004-CL1A.

The certificates issued from Prime Mortgage Trust 2004-CL1A
represent a portion of the undivided ownership interests in a
trust fund consisting of series 2004-CL1's class B-1, B-2, and B-3
pass-through certificates.

On each distribution date, certificateholders are entitled to
receive monthly distributions of principal and interest received
on the related underlying certificates.

The rating on class B-4 from series 2004-CL1 was removed from
CreditWatch negative because it was lowered below 'B-'.  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.

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

                          Ratings Raised

                       Prime Mortgage Trust

                                         Rating
                                         ------
           Series        Class      To            From
           ------        -----      --            ----
           2003-1        B-1        AA+           AA
           2003-1        B-2        A+            A

                   Rating Lowered And Removed
                    From Creditwatch Negative

                      Prime Mortgage Trust

                                       Rating
                                       ------
            Series         Class     To        From
            ------         -----     --        ----
            2004-CL1       B-4       CCC       B/Watch Neg

                         Rating Lowered

                      Prime Mortgage Trust

                                       Rating
                                       ------
            Series         Class     To        From
            ------         -----     --        ----
             2004-CL1       B-5       D         CCC

                  Ratings Lowered And Remaining
                     On Creditwatch Negative

                      Prime Mortgage Trust

                                           Rating
                                           ------
Series                 Class         To             From
------                 -----         --             ----
2004-CL1               B-3           BB/Watch Neg   BBB/Watch Neg

                        Prime 2004-Cl1a

                                           Rating
                                           ------
Series                 Class         To             From
------                 -----         --             ----
2004-CL1A              B-3           BB/Watch Neg   BBB/Watch Neg

              Ratings Placed On Creditwatch Negative

                      Prime Mortgage Trust

                                          Rating
                                          ------
       Series           Class       To                From
       ------           -----       --                ----
       2005-5           1B-4        BB/Watch Neg      BB
       2005-5           1B-5        B/Watch Neg       B

                         Ratings Affirmed

                      Prime Mortgage Trust

    Series         Class                              Rating
    ------         -----                              ------
    2003-1         A-2, A-3, A-4, A-5, A-7, A-8,      AAA
    2003-1         A-9, A-11, A-14, A-15, X, PO       AAA
    2003-1         B-3                                BBB
    2003-1         B-4                                BB
    2003-1         B-5                                B
    2003-2         I-A-1, I-A-2, I-A-3, I-A-4, I-A-5  AAA
    2003-2         I-A-6, I-A-7, I-A-8, I-A-9, I-A-10 AAA
    2003-2         I-A-11, I-PO, II-A-1, II-A-2,      AAA
    2003-2         II-PO, II-IO                       AAA
    2003-2         B-1                                AA
    2003-2         B-2                                A
    2003-2         B-3                                BBB
    2003-2         B-4                                BB
    2003-2         B-5                                B
    2003-3         A-1, A-2, A-3, A-4, A-5, A-6, A-7  AAA
    2003-3         A-8, A-9, PO                       AAA
    2003-3         B-1                                AA
    2003-3         B-2                                A
    2003-3         B-3                                BBB
    2003-3         B-4                                BB
    2003-3        B-5                                B
    2004-1        I-A-1, I-A-2, I-A-3, I-A-4, I-A-5  AAA
    2004-1        I-A-6, I-A-7, I-A-8,  I-PO, II-A-1 AAA
    2004-1        II-A-2, II-A-3, II-PO, II-X-1      AAA
    2004-1        B-1                                AA
    2004-1        B-2                                A
    2004-1        B-3                                BBB
    2004-1        B-4                                BB
    2004-1        B-5                                B
    2004-CL1      I-A-1, I-A-2, I-A-3, I-A-4,        AAA
    2004-CL1      II-A-1, II-A-2, II-A-3, III-A-1    AAA
    2004-CL1      B-1                                AA
    2004-CL1      B-2                                A
    2004-CL2      A, XB                              AAA
    2004-CL2      B-1                                AA
    2004-CL2      B-2                                A
    2004-CL2      B-3                                BBB
    2004-CL2      B-4                                B
    2004-CL2      B-5                                CCC
    2005-1        I-A-1, I-A-2, I-A-3, I-A-4, I-A-5  AAA
    2005-1        I-A-6, I-A-7, I-A-8, I-PO, II-A-1  AAA
    2005-1        II-A-2, II-A-3, II-A-4, II-A-5     AAA
    2005-2        II-A-1, II-X, II-R-1               AAA
    2005-2        II-B-1, II-XB                      AA
    2005-2        II-B-2                             A
    2005-2        II-B-3                             BBB
    2005-2        II-B-4                             BB
    2005-2        II-B-5                             B
    2005-4        I-A-1, I-A-2, I-A-3, I-A-4, I-A-5  AAA
    2005-4        I-A-6, I-A-7, I-PO, I-X, I-R       AAA
    2005-4        II-A-1, II-A-2, II-PO, II-X        AAA
    2005-4        II-A-7, II-A-8, II-A-9, II-A-10    AAA
    2005-4        II-A-11, II-A-12                   AAA
    2005-4        I-B-1, II-B-1                      AA
    2005-4        I-B-2, II-B-2                      A
    2005-4        I-B-3, II-B-3                      BBB
    2005-4        I-B-4, II-B-4                      BB
    2005-4        I-B-5, II-B-5                      B
    2005-5        I-A-1, I-A-2, I-A-3, II-A-1,       AAA
    2005-5        II-A-2, II-A-3, II-A-4             AAA
    2005-5        I-B-1, I-XB, II-B-1                AA
    2005-5        I-B-2, II-B-2                      A
    2005-5        I-B-3, II-B-3                      BBB
    2005-5        II-B-4                             BB
    2005-5        II-B-5                             B
    2006-1        I-A-1, II-A-1, II-A-2, II-A-3,     AAA
    2006-1        II-A-4, II-A-5, II-A-6, II-A-7,    AAA
    2006-1        II-A-8, II-A-9, III-A-1, III-A-2   AAA
    2006-1        X, PO, R-1                         AAA
    2006-1        B-1                                AA
    2006-1        B-2                                A
    2006-1        B-3                                BBB
    2006-1        B-4                                BB
    2006-1        B-5                                B
    2006-CL1      A-1, A-2                           AAA
    2006-CL1      M-1                                AA
    2006-CL1      M-2                                A
    2006-CL1      M-3                                A-
    2006-CL1      M-4                                BBB+
    2006-CL1      M-5                                BBB
    2006-CL1      M-6                                BBB-

                         PRIME 2004-CL1A

     Series        Class                              Rating
     ------        -----                              ------
     2004-CL1A     B-1                                AA
     2004-CL1A     B-2                                A
     2004-CL1A     XB                                 BBB


PRUDENTIAL SECURITIES: S&P Lifts Rating on Class J Certs. to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of commercial mortgage pass-through certificates from
Prudential Securities Secured Financing Corp.'s series
1998-C1.  Concurrently, ratings were affirmed on six classes from
the same series.

The raised and affirmed ratings reflect the stable performance of
the seasoned pool and increased credit enhancement levels
resulting from loan payoffs, which provide adequate support
through various stress scenarios.

As of the Feb. 16, 2007, remittance report, the collateral pool
consisted of 171 loans with an aggregate trust balance of
$566.0 million, down from 271 loans with an aggregate principal
balance of $1,148.7 million at issuance.

KeyBank Real Estate Capital, the master servicer, reported full-
year 2005 and interim 2006 information for 98.3% of the pool,
which excludes the defeased collateral.

Based on this information, Standard & Poor's calculated a current
weighted average debt service coverage of 1.48x, up from 1.41x 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
seven losses totaling $13.1 million.

The top 10 exposures in the pool have an aggregate outstanding
balance of $120.3 million (21.3%).  The weighted average DSC for
the top 10 is 1.34x, which is flat from issuance. The fourth-,
sixth-, and 10th-largest exposures in the pool are on the master
servicer's watchlist and are discussed below.  The largest
exposure and the third-, seventh- and eighth-largest exposures
mature within the next nine to 14 months.

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans,
and all were characterized as "good".

KeyBank reported a watchlist of 33 loans.  The largest loan on the
watchlist is part of the fourth-largest exposure in the
pool, Aberfeldy Portfolio-A  of $12.8 million (2.3%), which is
secured by seven office and retail properties located throughout
Texas.  The properties were built between 1982 and 1987 and have a
combined net rentable area of 371,516 sq. ft.  This exposure was
placed on the watchlist due to a low DSC resulting from a
combination of weak rent growth and increased expenses.  As of
Sept. 30, 2006, the combined DSC was 0.55x and occupancy was 89%.

The sixth-largest loan, Aberfeldy Portfolio-B of $10.9 million
(1.9%), also was placed on the watchlist due to weak rent growth
and increased expenses.  The loan is secured by nine office and
retail properties located around Fort Worth, Texas.  The
properties were built between 1982 and 1987 and have a combined
NRA of 322,877 sq. ft. As of Sept. 30, 2006, the DSC was 0.33x and
occupancy was 87%.

The 10th-largest loan, Frontier Village Phase II of $9.3 million
(1.6%), is secured by a 210,108-sq.-ft. anchored retail property
built in 1994 in Prescott, Arizona.  The loan was placed on the
watchlist due to low DSC after two tenants vacated the premises at
the end of their lease terms.  The DSC and occupancy at year-end
2005 were 0.94x and 80%, respectively.

The remaining loans on the watchlist have low occupancy, lease
expirations, or low DSC levels.

Standard & Poor's stressed various loans on the watchlist and
other loans with credit issues as part of its analysis.  The
analysis also considered the potential near-term refinance risk
associated with 37% of pool that is maturing within the next four
to 17 months.  The expected losses and resultant credit
enhancement levels adequately support the raised and affirmed
ratings.

                          Ratings Raised

             Prudential Securities Secured Financing Corp.
                 Commercial Mortgage Pass-Through
                   Certificates Series 1998-C1

                        Rating
                        ------
             Class    To      From    Credit enhancement
             -----    --      ----    ------------------
             D        AAA     AA          24.08%
             E        AAA     A+          21.04%
             F        A+      BBB+        16.47%
             G        A-      BBB-        11.39%
             H        BBB     BB+          9.87%
             J        BB+     BB           7.80%

                         Ratings Affirmed

            Prudential Securities Secured Financing Corp.
                Commercial Mortgage Pass-Through
                     Certs Series 1998-C1

              Class     Rating     Credit enhancement
              -----     ------     ------------------
              A-1B      AAA            56.05%
              A-2MF     AAA            56.05%
              B         AAA            45.90%
              C         AAA            34.74%
              K         B+              4.80%
              A-EC      AAA             N/A

                       N/A -- Not applicable.


RICHARD WOOD: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Richard D. Wood
        204 Shooting Star Drive
        Sylva, NC 28779

Bankruptcy Case No.: 07-20023

Chapter 11 Petition Date: February 20, 2007

Court: Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  Kight Law Office
                  9 Southwest Pack Square, Suite 200
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886

Total Assets: $1,517,000

Total Debts:  $877,155

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
IRS                           1040                       $50,028
P.O. Box 21126                12-31-2002
Philadelphia, PA 19114

Greene Brothers Well & Pump   Business debt              $13,000
P.O. Box 724
Canton, NC 28716

Jerry Brown                   Consumer debt              $13,000
Barkers Creek
Whittier, NC 28789

IRS                           1040                       $12,127
P.O. Box 21126                12-31-2001
Philadelphia, PA 19114

Laura Lore Funderburk         Personal loan              $10,000

Lowes                         Business debt              $10,000

Ward Plumbing and Heating     Business debt               $8,000

Clearwood Logs                Consumer debt               $6,000

Nathan Farmer                 Business debt               $6,000

Cd R Block +                  Business debt               $4,000



ROBERT DAVIS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Robert Michael Davis
        aka Robert Davis
        aka Davis Bob

          -- and --

        Ruth Ann Davis
        aka Ruth Ann Deafenbaugh
        aka Ruth Davis
        aka Ruth A. Davis

        2110 Park Chesapeake Drive
        Lubsy, MD 20657

Bankruptcy Case No.: 07-11613

Chapter 11 Petition Date: February 21, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtors Counsel: John Douglas Burns, Esq.
                 The Burns Law Firm
                 6303 Ivy Lane, Suite 102
                 Greenbelt, MD 20770
                 Tel: (301) 441-8780

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


SANDISK CORP: Cost Cutting Plan to Reduce Workforce by 10%
----------------------------------------------------------
SanDisk Corporation's Board of Directors approved a plan to reduce
operating costs, which includes a worldwide reduction in force of
up to 10% of the company's headcount, or approximately 250
employees.

The company expects to incur a restructuring charge in connection
with the Plan in the range of $15 million to $20 million, with the
majority of the expense occurring in the first quarter of 2007.

The Board said that cash payments associated with the Plan will
be approximately half of the total restructuring charge, with the
remainder comprised of share-based compensation charges resulting
primarily from acceleration of certain equity awards as per terms
of the msystems acquisition.

The workforce reduction will impact functions related to
operations, engineering, sales and marketing and administration
within the company, and will primarily be based in the United
States and Israel, and to a lesser degree, other international
locations.

The Board further said that the Plan is expected to be completed
by the third quarter of fiscal 2007.  Total annualized operating
cash cost savings related to the reduction-in-force and other cost
saving measures, excluding severance costs, are expected to be
approximately $30 million to $35 million, including cash savings
from the reduction-in-force of approximately $20 million to
$25 million.

In addition, the reduction-in-force is expected to result in a
decrease in share-based compensation expense of approximately
$10 million on an annualized basis.

Headquartered in Milpitas, Calif., SanDisk Corp. (NASDAQ:SNDK)
-- http://www.sandisk.com/-- manufactures various formats of
flash memory cards for use in consumer electronics products,
including digital cameras, mobile phones, and game systems.  The
company also produces devices such as USB drives and MP3 music
players.

                           *     *     *

In May 2006, Standard & Poor's Ratings Services assigned its 'BB-'
rating to Sunnyvale, California-based SanDisk Corp.'s proposed
issue of $1 billion of senior unsecured convertible notes due
2013.  The 'BB-' corporate credit rating on SanDisk was affirmed.
The rating outlook is stable.


SEMCO ENERGY: Cap Rock Deal Cues Moody's Developing Outlook
-----------------------------------------------------------
Moody's Investors Service changed the outlook on SEMCO ENERGY,
Inc., to developing from stable.   The company's Corporate Family
Rating and senior unsecured ratings remain at Ba2.

The rating action follows SEMCO's report that it had entered into
a definitive agreement with Cap Rock Holding Corporation, which
will acquire SEMCO's common stock and preferred stock for cash,
subject to shareholder and regulatory approvals.  Cap Rock is a
utility holding company owned by the private equity firm Lindsay
Goldberg & Bessemer.

The developing outlook reflects considerable uncertainty over the
next 12 months to 18 months as to the ultimate ownership,
capitalization, and regulatory treatment of the company.  Under
the terms of its agreement with Cap Rock, SEMCO will undergo a
"go-shop" period, during which a competing bid may be accepted.
The company must then get shareholder approval.

The transaction also requires a number of state and federal
regulatory clearances, including the approval of the Regulatory
Commission of Alaska, which the Cap Rock agreement provides for
lasting into late 2008.  Moody's notes that SEMCO has suffered
some setbacks in the Alaska jurisdiction in recent years,
including a short-lived investment by another private equity firm
and a failed attempt to sell its pipeline subsidiary.

Cap Rock has offered to buy for cash all of SEMCO's common stock
for $8.15 per share and its Series B preferred stock, which will
convert to common stock if this change of control occurs.
Additionally, a change of control would trigger a change of
control put that would require SEMCO to offer to redeem
$350 million of the $440 million long-term debt outstanding.

It is Moody's understanding that Cap Rock has obtained sufficient
capital commitments from Lindsay Goldberg & Bessemer to fund the
stock purchases, the tender of the debt, and retirement of SEMCO's
$120 million credit facility.  It is unknown how Cap Rock plans to
recapitalize the company.

Cap Rock's offer is at about a 37% premium to yesterday's closing
stock price of $6 and values SEMCO's enterprise value at roughly
$800 million, about 9x EBITDA.

Moody's will monitor the progress of this transaction and will
take rating action as appropriate.  The outlook could turn
positive or negative depending on the final terms of this
transaction if it goes forward, the permanent financing plan, or
the regulatory response.

Based in Port Huron, Michigan, SEMCO ENERGY, Inc., is a natural
gas utility company.


SHERYL BERGMAN: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sheryl K. Bergman, Esq.
        P.O. Box 655
        New Market, MD 21774

Bankruptcy Case No.: 07-11347

Type of Business:

Chapter 11 Petition Date: February 12, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Stephen K. Carper, Esq.
                  Clapp and Carper
                  One West Church Street, 2nd Floor
                  Frederick, MD 21701
                  Tel: (301) 694-9700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of America               Trade debt                 $24,987
P.O. Box 15726
Wilmington, DE 19886

Chase                         Trade debt                  $9,950
P.O. Box 15153
Wilmington, DE 19886

Chase                         Trade debt                  $9,602
P.O. Box 15153
Wilmington, DE 19886

American Express              Trade debt                  $8,952

Bank of America               Trade debt                  $8,641

Capital One                   Trade debt                  $7,381

Discover                      Trade debt                  $5,149

Bank of America               Trade debt                  $5,026

American Express              Trade debt                  $4,361

Discover                      Trade debt                  $3,209

Chase                         Trade debt                  $2,857

Exxon/Mobil                   Trade debt                  $2,346

Kohl's                        Trade debt                  $1,570

Saks                          Trade debt                  $1,063

Shell                         Trade debt                    $515


SHILOH INDUSTRIES: Moody's Holds Corporate Family Rating at Ba3
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings for Shiloh
Industries, Inc.:

   -- Corporate Family, Ba3; and
   -- Probability of Default, B1.

Moody's also affirmed the ratings of the company's guaranteed
first lien senior secured credit facility, Ba2, LGD2, 24%.  The
outlook remains stable.

The Ba3 Corporate Family rating considers the increased financial
leverage resulting from the recent payment of a $41 million
special dividend to shareholders, but continues to reflect
Shiloh's steady performance amidst challenging conditions in the
North American automotive industry.

While OEM production declines and product launch delays reduced
the company's operating results in 2006, Shiloh continued to
generate free cash and reduce debt levels.  The recent dividend
payment releverages the company's balance sheet, but operating
trends suggest that the company should be able to meet increased
debt service while reducing debt over the near term.

Shiloh's performance is credited to the growth of its engineered
welded blanks product line, successful implementation of
manufacturing cost reduction initiatives, and ability to pass
through fluctuations in steel costs.

The stable outlook reflects Moody's expectation that industry
softness will pressure improvements in Shiloh's credit metrics.
Given the company's significant concentrations with North American
Big-3 OEMs, production declines anticipated for 2007 are expected
to negatively impact Shiloh's top line and operating margins.

However, the company's performance in 2007 will benefit from the
elimination of certain one-time expenses in 2006, restructuring
initiatives, and new program growth.

While Shiloh has demonstrated financial performance in the higher
ranges of its rating category, Moody's expects that the near-term
trend in the company's credit metrics should remain consistent
with the Ba3 rating level.

These ratings were affirmed:

   * Ba3, Corporate Family Rating

   * B1, Probability of Default Rating

   * Ba2 rating, with the LGD assessment changed to LGD2, 24%
     from LGD2, 23% for the guaranteed senior secured credit
     facilities, consisting of;

      -- $125 million revolving credit facility due 2010
      -- $50 million senior secured term loan due 2009

For the 12-month period ended Oct. 31, 2006, Debt/EBITDA was 1.8x,
and EBIT/Interest approximated 3.5x.  Free cash flow was
approximately $15 million.  Notably, the company funded a
$41 million dividend in January 2007 through its revolving credit
facility.  While this payout modestly increased Shiloh's leverage,
the company's financial metrics remain solidly within the Ba3
rating category.

Future events that could potentially drive Shiloh's ratings or
outlook lower include further erosion of the company's operating
performance resulting from disruptions or slowdowns in production
from key automotive customers, or further shareholder initiatives
that would increase leverage.

Developments that could lead to a negative outlook or lower
ratings include EBIT/Interest coverage deteriorating below 2x,
negative free cash flow generation, or debt/EBITDA multiples
exceeding 4x.

Future events that could favorably affect the company's rating or
rating outlook include debt reduction to levels below that which
existed before the recent special dividend, combined with
improvement in operating metrics.

Moreover, actions that would offer potential stability to
operations such as development of a broadened product line or a
more diversified customer base, including transplants and foreign
automotive OEM's as well as non-automotive companies, would be
viewed favorably.

Shiloh, headquartered in Cleveland, Ohio, is a leading
manufacturer of blanks, engineered welded blanks, engineered
stampings and modular assemblies for the automotive and heavy
truck industries.  The company's stock is publicly traded, but
controlling ownership of Shiloh is held by MTD Holdings, Inc.
Shiloh's annual revenues currently approximate $640 million.


SHREVEPORT DOCTORS: Has Interim Access to Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas gave
Shreveport Doctors Hospital 2003, Ltd., interim approval to use
the cash collateral securing payment of its debts to SVH.

The Debtor told the Court it needs to use cash and the proceeds of
existing accounts receivable and other collateral to maintain the
operation of its business and to preserve the value as a going
concern.  The Debtor has no other primary source of working
capital.

Specifically, the Debtor will use the cash collateral to pay any
prepetition operating and other expenses approved by the Court,
the postpetition operations of its business, and all
administration costs and expenses.

The Debtor will grant adequate protection to SVH in the form of a
replacement first priority security interest and lien on
postpetition accounts.

Shreveport Doctors Hospital 2003, Ltd., filed for chapter 11
protection on Feb. 21, 2007, (Bankr. E.D. Tex. Case No. 07-40329).
Deborah D. Williamson, Esq., and Mark E. Andrews, Esq., at Cox
Smith Matthews, represent the Debtor.  When it filed for
protection from its creditors, the company listed estimated assets
and debts between $1 million to $100 million.  The Debtor's
exclusive period to file a chapter 11 plan expires on June 21,
2007.


SOUNDVIEW HOME: DBRS Reviews BB Rating on $5.6 Mil. Certificates
----------------------------------------------------------------
Dominion Bond Rating Service placed this class from one
Soundview Home Loan Trust transaction under review with negative
implications: $5,640,000 Asset-Backed Certificates, Series 2005-3,
Class B-3, currently rated BB

The class was placed under review with negative implications as a
result of the increased 90+ day delinquency pipeline relative to
the available level of credit enhancement.  The mortgage loans
consist of adjustable-rate first-lien mortgage loans.

The mortgage loans in the Underlying Trusts were purchased by
Soundview Home Loan Trust from a variety of originators.


STAT AMBULANCE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stat Ambulance Service, Inc.
        P.O. Box 393
        Gilbert, WV 25621-0393

Bankruptcy Case No.: 07-20071

Type of Business: The Debtor offers a full range of medical
                  transportation, including emergency and non-
                  emergency services.  The Debtor serves the areas
                  of West Virginia and Kentucky
                  See http://www.statambulanceservice.com/

Chapter 11 Petition Date: January 25, 2007

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

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
   ------                     ---------------       ------------
Palmetto GBA                  Repayment Claim         $2,800,000
P.O. Box 182932               (Medicare)
Columbus, OH 43218-2932

Oleta & Bill Buzzo            Saving Bond Loan          $400,000
P.O. Box 602
Pineville, WV 24874

Department of Health and      Repayment of Claim        $180,000
Human Services
DHHR BMS
350 Capital Street, Room 251
Charleston, WV 25301

Bert Wolfe Ford               Parts and Service          $74,233

Alltel                        Cell Phones                $30,956

Viking                        Office Furniture           $21,503

Cellular One                  Cell Phones                $20,020

Verizon Directories Corp.     Phonebook                  $17,541

Skaggs                        Uniforms                   $15,663

RDJ Specialties, Inc.         Advertising                $13,345
                              Merchandise

Advance Auto Parts            Parts                      $13,028

MAMSI Life & Helath           Employee Insurance         $10,844
                              (Cancelled)

John W. Clark Oil Company     Fuel                       $10,722

Ortivus, Inc.                 Software Support           $10,125

Yellow Book USA               Phonebook                   $9,091
                              Advertising

EMSAR                         Cot Repair                  $8,733

ACC                           Office Phones               $8,146

Concept Seating               Dispatch Chairs             $7,940

Marlinton Electric Company    Fuel                        $7,225

MEDTECH                       EMS Supplies                $6,802


STATION CASINOS: Accepts $5.5 Bil. Offer from Management-Led Deal
-----------------------------------------------------------------
Station Casinos Inc. has accepted a revised offer of $90 per share
or $5.5 billion from a group that includes its Chairman and Chief
Executive Frank Fertitta III; his brother, the company's
President, Lorenzo Fertitta; their sister and brother-in-law
Delise and Blake Sartini, and Fertitta Colony Capital LLC, the
Wall Street Journal reports citing people familiar with the
situation.

The group will also assume about $3.4 billion in debt, making the
deal total up to $8.9 billion, WSJ adds.

Station Casinos will become a private company after the deal is
consummated, and it might solicit higher bids for the next 30
days, WSJ says citing its sources.

Station Casinos Inc. -- http://www.stationcasinos.com/-- provides
gaming and entertainment to the residents of Las Vegas, Nevada.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino, and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino, Fiesta Henderson Casino Hotel, Magic Star Casino and
Gold Rush Casino in Henderson, Nevada.  Station also owns a 50%
interest in Green Valley Ranch Station Casino, Barley's Casino &
Brewing Company and The Greens in Henderson, Nevada and a
6.7% interest in the Palms Casino Resort in Las Vegas, Nevada.
In addition, Station manages Thunder Valley Casino near
Sacramento, Calif., on behalf of the United Auburn Indian
Community.

                        *     *     *

As reported in the Troubled Company Report on Dec. 6, 2007,
Moody's Investors Service placed the ratings of Stations Casinos
Inc.'s Ba2 corporate family rating, Ba2 probability of default
rating, Ba2 senior unsecured note rating, and Ba3 senior
subordinated note rating on review for possible.


SWEETWATERS OF HAUPPAUGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Long Island Restaurant Concepts, Inc.
        dba Sweetwaters of Hauppauge
        470 Wheeler Road
        Hauppauge, NY 11788

Bankruptcy Case No.: 07-70550

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: February 21, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Marc A Pergament, Esq.
                  Weinberg Gross & Pergament LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424

Total Assets: $76, 560

Total Debts:  $2,817,947

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


TXU CORP: KKR, TPG & Goldman Sachs Offering $32 Billion for Firm
----------------------------------------------------------------
A group of investors that include Kohlberg, Kravis, Roberts & Co.,
Texas Pacific Group, and the private-equity arm of Goldman Sachs
Group Inc. offers $69 per share to $70 per share, at least
$32 billion, for TXU Corp., plus more than $12 billion in debt,
the Wall Street Journal reports.

TXU will drop plans to build eight of the 11 coal-fired power
plants in Texas and abide by the U.S. limits on power-plant
pollution, Bloomberg reports citing a statement from the Natural
Resources Defense Council.

"The new owners don't want to be your grandfather's power
company," Natural Resources' Climate Center Director, David G.
Hawkins, said in a phone interview with Bloomberg.  They will
"turn instead to cleaner sources of energy," he added.

The group of investors will also back a legislation that would
require carbon dioxide reductions and set up a system for managing
reductions, WSJ notes.

                          About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

TXU Corp.'s 6.55% Senior Notes due 2034 carry Moody's Investors
Service's Ba1 rating and Standard & Poor's BB+ rating.


TXU CORP: KGS Asks Investors to Participate in Deal Investigation
-----------------------------------------------------------------
Kahn Gauthier Swick, LLC, encourages investors to now participate
in its ongoing investigation into the fairness and adequacy of the
anticipated bid for TXU Corp. by private-buyout firms Kohlberg
Kravis Roberts & Co. and Texas Pacific Group.

Recent news reports, quoting anonymous sources, state that TXU's
board was meeting over the weekend to consider an offer to
purchase the utility company for $69 per share to $70 per share --
or at least $32 billion.  TXU is the largest producer of electric
power in Texas with some 2.3 million customers.

The initial stages of KGS' investigation indicate that the
anticipated private equity offer may substantially undervalue the
price of TXU shares.  Investors are now encouraged to assist in
the KGS investigation.

Investors with knowledge regarding the undervaluation of the
buyout offer, or with knowledge of facts that demonstrate the
unfairness of the bidding or evaluation process, are encouraged to
contact KGS, as soon as possible, without obligation or cost to
you.

          Kahn Gauthier Swick, LLC: Investigations Bureau
          Lewis Kahn, President,
          1-866-467-1400, ext. 100
          lewis.kahn@kgscounsel.com

                         About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

TXU Corp.'s 6.55% Senior Notes due 2034 carry Moody's Investors
Service's Ba1 rating and Standard & Poor's BB+ rating.


TXU CORP: Ceres Investor Coalition Issues Report on Financial Risk
------------------------------------------------------------------
Amid recent reports that TXU Corp. will be acquired by a private
equity firm and will scale back its plan to build 11 new coal-
fired power plants in Texas, the Ceres investor coalition has
issued a new report about wide-ranging financial risks that TXU
investors face from the company's original proposal.

The report concludes that TXU's investors -- whether as public
shareholders or private investors -- will face a multitude of
financial risks if the company moves forward with its plans to
build 9,000 megawatts of pulverized coal-fired capacity.  The
report cites construction cost over-runs, burdensome regulatory
costs as climate regulations take hold and a slowing of power
demand in Texas as state legislators aggressively push energy
efficiency and other energy-saving programs.

"We are encouraged by recent news that TXU's potential buyers are
focused on mitigating these financial risks and scaling the
project back," said Mindy S. Lubber, president of Ceres and
director of the $3.7 trillion Investor Network on Climate Risk.
"It doesn't matter who owns TXU, the 11-plant proposal, if it
proceeded, would undermine revenues, profits, and long-term share
value."

"If private equity investors buy TXU, it opens a new era in which
private equity firms must evaluate climate risk just as public
investors have been," said David Gardiner, whose firm, David
Gardiner & Associates, authored the report.  "Our report suggests
those risks are substantially greater than TXU and other analysts
have previously suggested."

The 11 coal plants that TXU proposed to build are among more than
150 coal-fired power plants currently proposed across the United
States.  As with TXU, most of these generating facilities would be
built with no technologies or controls for capturing carbon
dioxide, a primary contributor to global warming.

The report, TXU's Expansion Proposal: A Risk for Investors, says
all coal-fired power plants present wide-ranging financial risks
for investors, including to shareholders of power companies as
well as to banks financing the projects.  But the TXU proposal,
which planned to add more coal-fired electricity capacity than has
been built in the entire U.S. in the past 10 years, is considered
especially risky for investors due to the project's sheer
magnitude and because TXU operates in a deregulated market, where
risks are borne primarily by shareholders and other investors
instead of ratepayers.

The report highlights various financial risks that the TXU
proposal has not accounted for, including:

   * Unrealistic Cost Assumptions

     TXU's estimated $10 billion price tag is unrealistically low.
     Recent construction cost figures from NRG Energy, which has
     more experience in building coal-fired power plants than
     TXU and which is proposing a similar but smaller expansion
     in Texas, indicate that the total cost of TXU's project could
     rise by more than 35% to $13.6 billion.  Similarly, Duke
     Energy recently announced that building a new coal-fired
     power plant in North Carolina will be 50% more expensive than
     planned because of rising materials and labor costs.  The
     same economic forces will affect TXU's project, possibly
     pushing overall project costs to increase to as much as
     $15 billion.

   * Underestimated Regulatory Costs

     National climate regulations are inevitable and high carbon
     emitters like TXU will be at a disadvantage when they must
     pay for their carbon emissions.  Although TXU promises to
     make its new facilities "carbon capture ready," it has not
     provided any clear timeline or costs for those technologies.
     Therefore, TXU will need to purchase CO2 credits until such
     technologies are commercially available and cost competitive.
     It is likely that the baseline for GHG reductions established
     in the national regulations will be set prior to construction
     of these plants (i.e., they will not be 'grandfathered'),
     which means TXU will have to pay its emissions.  Assuming TXU
     has to pay for 100% of its emissions from the expansion and
     25% of its existing emissions under national regulations, the
     company's costs will likely range from $917 million to nearly
     $2.3 billion annually, or 9% to 23% of its estimated cost for
     the entire project.  These additional costs will reduce the
     company's profits and erode shareholder returns.

   * Impact of Energy Efficiency Measures

     Electricity demand growth in Texas may be lower than TXU's
     aggressive projections.  This means TXU may experience lower
     revenues due to unused capacity.  Numerous legislative
     proposals are currently under consideration in the Texas
     legislature to dramatically boost energy efficiency.
     A recent analysis, done by Optimal Energy, found that
     aggressive investments in efficiency and other energy-saving
     programs would have a $38 billion net economic benefit for
     Texas while reducing peak electric demand by 4,000 megawatts
     by 2011 and 18,500 megawatts by 2021.

   * Competition from Renewable Energy

     Electric power from renewable sources is becoming
     increasingly cost-competitive with power generated from
     fossil fuels.  Texas is already the nation's largest producer
     of wind power and the state has mandated that wind generation
     nearly double by 2015 and nearly double again by 2025.  With
     mandates like that and costs that are competitive -- $23/MWh
     to $59/MWh for wind vs. $56/MWh to $83/MWh for coal
     (including potential costs for controlling CO2) -- wind power
     is a growth area that could cut into demand for some of TXU's
     power.  While wind resources are intermittent and therefore
     not a baseload generation source, wind's cost competitiveness
     enables it to compete with coal, especially during off-peak
     hours.

   * Reputation Harm & Litigation Risk

     Two-thirds of Texans oppose new coal-fired power plants in
     the state and three of four would rather rely first on energy
     efficiency and conservation.  Several lawsuits have already
     been filed against TXU regarding the project's environmental
     impacts and the Texas legislature is considering several
     proposals that could adversely impact the project.  All of
     these trends will increase the project's costs and
     potentially undermine customer attraction and retention in
     Texas's deregulated electric power market.

                            About Ceres

Ceres -- http://www.ceres.org/-- is a coalition of investors,
environmental groups, and other public interest organizations
working with companies to address sustainability challenges such
as global climate change.  Ceres also directs the Investor Network
on Climate Risk, a network of more than 50 institutional investors
with assets totaling $3.7 trillion.

                 About David Gardiner & Associates

David Gardiner & Associates -- http://www.dgardiner.com/--  
provides innovative environmental and sustainability services to
clients in the private and public sectors, helping organizational
leaders make critical decisions by providing thorough research,
clear analysis, and astute implementation guidance.  The firm has
core expertise in climate change, clean energy, corporate
responsibility, investor services, business and non-profit
management, and sustainable development.

                         About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

TXU Corp.'s 6.55% Senior Notes due 2034 carry Moody's Investors
Service's Ba1 rating and Standard & Poor's BB+ rating.


VINCENT PETRAGLIA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Vincent Petraglia
        816 Church Hill Road
        Finleyville, PA 15332

Bankruptcy Case No.: 07-20449

Chapter 11 Petition Date: January 23, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsel: Robert O Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412)-392-0335

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


XEROX CORPORATION: Increases Share Repurchase Program
-----------------------------------------------------
Xerox Corporation's board of directors, on Feb. 15, 2007,
authorized the company to repurchase another $500 million in Xerox
stock.  This increases the company's stock buyback program to
$2.5 billion since it launched in October 2005.  In that time,
Xerox to date has repurchased about 108 million shares, totaling
$1.6 billion.

"Expanding our share repurchase program is consistent with Xerox's
steady progress in generating strong cash flow," said Lawrence A.
Zimmerman, Xerox senior vice president and chief financial
officer.  "Last year, we generated $1.6 billion in operating cash
and we expect continued solid performance this year.  We're using
the cash to deliver value for shareholders by buying back stock
and investing in growth through acquisitions, innovation and a
services-led approach to winning in the marketplace."

                         About Xerox Corp.

Headquartered in Stamford, Connecticut, Xerox Corporation
(NYSE: XRX) -- http://www.xerox.com/-- develops, manufactures and
markets document processing systems and related supplies and
provides consulting and outsourcing document management services.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Connecticut-based Xerox Corp. to positive from stable.
Ratings on the company, including the 'BB+' long-term and 'B-1'
short-term corporate credit ratings, were affirmed.


* BOND PRICING: For the week of February 19 -- February 23, 2007
----------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Acme Metals Inc                      10.875%  12/15/07     0
Amer & Forgn Pwr                      5.000%  03/01/30    65
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    67
Anvil Knitwear                       10.875%  03/15/07    72
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     0
Autocam Corp.                        10.875%  06/15/14    28
Bank New England                      8.750%  04/01/99     9
Bank New England                      9.500%  02/15/96    15
Bank New England                      9.875%  09/15/99     8
Better Minerals                      13.000%  09/15/09    75
Burlington North                      3.200%  01/01/45    58
Budget Group Inc                      9.125%  04/01/06     0
Calpine Corp                          4.000%  12/26/06    64
Cell Therapeutic                      5.750%  06/15/08    69
Collins & Aikman                     10.750%  12/31/11     3
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    41
Dana Corp                             7.000%  03/01/29    75
Dana Corp                             9.000%  08/15/11    72
Decode Genetics                       3.500%  04/15/11    75
Delco Remy Intl                       9.375%  04/15/12    28
Delco Remy Intl                      11.000%  05/01/09    31
Delta Air Lines                       2.875%  02/18/24    59
Delta Air Lines                       7.700%  12/15/05    60
Delta Air Lines                       7.900%  12/15/09    63
Delta Air Lines                       8.000%  06/03/23    62
Delta Air Lines                       8.300%  12/15/29    64
Delta Air Lines                       9.000%  05/15/16    64
Delta Air Lines                       9.250%  12/27/07    61
Delta Air Lines                       9.250%  03/15/22    61
Delta Air Lines                       9.750%  05/15/21    62
Delta Air Lines                      10.000%  08/15/08    63
Delta Air Lines                      10.125%  05/15/10    61
Delta Air Lines                      10.375%  02/01/11    59
Delta Air Lines                      10.375%  12/15/22    64
Delta Mills Inc                       9.625%  09/01/07    14
Deutsche Bank NY                      8.500%  11/15/16    72
Dov Pharmaceutic                      2.500%  01/15/25    70
Dura Operating                        8.625%  04/15/12    31
Dura Operating                        9.000%  05/01/09     6
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     12.750%  04/01/06     0
E.Spire Comm Inc                     13.000%  11/01/05     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Food Center                    11.000%  04/15/05     2
Encysive Pharmacy                     2.500%  03/15/12    69
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     1
Fedders North AM                      9.875%  03/01/14    62
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    73
Finova Group                          7.500%  11/15/09    28
GB Property Fndg                     11.000%  09/29/05    57
Global Health Sc                     11.000%  05/01/08     4
Gulf States Stl                      13.500%  04/15/03     0
Home Prod Intl                        9.625%  05/15/08    31
Insight Health                        9.875%  11/01/11    32
Insilco Hldg Co                      14.000%  08/15/08     0
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    25
Iridium LLC/CAP                      13.000%  07/15/05    27
Iridium LLC/CAP                      14.000%  07/15/05    25
IT Group Inc.                        11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    22
Kaiser Aluminum                      12.750%  02/01/03     3
Kellstrom Inds                        5.500%  06/15/03     4
Kellstrom Inds                        5.750%  10/15/02     4
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp                            9.780%  01/15/20     0
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         8.800%  07/01/10    27
Kmart Funding                         9.440%  07/01/18    15
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    67
LTV Corp                              8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     0
Merisant Co                           9.500%  07/15/13    66
MRS Fields                            9.000%  03/15/11    68
National Steel Corp                   8.375%  08/01/06     0
National Steel Corp                   9.875%  03/01/09     0
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    57
Northern Pacific RY                   3.000%  01/01/47    57
NorthPoint Comm                      12.875%  02/15/10     0
Northwest Airlines                    8.970%  01/02/15    25
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
Nutritional Src                      10.125%  08/01/09    63
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     6
Oscient Pharm                         3.500%  04/15/11    68
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     3
Outboard Marine                      10.750%  06/01/08     6
Pac-West Telecom                     13.500%  02/01/09    23
Pac-West Telecom                     13.500%  02/01/09    32
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                    12.375%  08/01/08     9
Pegasus Satellite                    13.500%  03/01/07     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     8
PCA LLC/PCA FIN                      11.875%  08/01/09     3
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    40
Primus Telecom                        8.000%  01/15/14    58
PSINET Inc                           10.000%  02/15/05     0
PSINET Inc                           11.500%  11/01/08     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp                        6.500%  09/01/04     5
RJ Tower Corp.                       12.000%  06/01/13    15
S3 Inc                                5.750%  10/01/03     0
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    71
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      8.700%  10/07/08    42
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.200%  03/22/08    53
United Air Lines                      9.210%  01/21/17    11
United Air Lines                      9.300%  03/22/08    57
United Air Lines                      9.350%  04/07/16    41
United Air Lines                      9.560%  10/19/18    58
United Air Lines                      9.760%  12/31/49     4
United Air Lines                     10.020%  03/22/14    54
United Air Lines                     10.110%  02/19/49    53
United Air Lines                     10.125%  03/22/15    57
United Air Lines                     10.850%  02/19/15    53
Universal Stand                       8.250%  02/01/06     0
Chic East Ill RR                      5.000%  01/01/54    71
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     1
US Air Inc.                          10.300%  07/15/49     1
US Air Inc.                          10.550%  01/15/49     0
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.800%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     4
Werner Holdings                      10.000%  11/15/07     7
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Wheeling-Pitt St                      6.000%  08/01/10    75
Winstar Comm Inc                     12.750%  04/15/10     0
Winstar Comm                         14.000%  10/15/05     0

                             *********

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, Cherry A.
Soriano-Baaclo, Jason A. Nieva, 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 ***