TCR_Public/070305.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, March 5, 2007, Vol. 11, No. 54

                             Headlines

AFFILIATED COMPUTER: Moody's Holds Ba2 Rating with Stable Outlook
ALL AMERICAN: Files for Bankruptcy Under Chapter 7
ALLIANCE ONE: Moody's Rates Proposed $385 Million Sr. Loan at B1
ALLIED HOLDINGS: Files Plan that May Save 3,500 Teamster Jobs
ANN-LEE CONSTRUCTION: Hires The Catanese Group as Accountant

ASPEN INSURANCE: Earns $378.1 Million in Year Ended December 31
AUTOCAM CORP: Financial Restructuring Cues Moody's B3 Rating
AVNET INC: Moody's Holds Ba1 Rating and Says Outlook is Positive
BALL CORPORATION: Earns $329.6 Million in Year Ended December 31
CAVITAT MEDICAL: Case Summary & 16 Largest Unsecured Creditors

CHARTER COMMS: Fitch Rates Proposed $8.35 Billion Facility at B
CHEMTURA CORP: Posts $144.3 Mil. Net Loss in 2006 Fourth Quarter
CHEMTURA CORP: Declares Five Cents Per Common Share Dividend
CKE RESTAURANTS: Income Tax Benefit Overstated by $16 Million
COEUR D'ALENE: Earns $88.5 Million in Year Ended December 31

COMMONWEALTH EDISON: Retains Attorneys for Possible Ch. 11 Filing
CONSTELLATION BRANDS: Share Repurchase Cues Moody's Neg. Outlook
CONSTELLATION BRANDS: Share Repurchase Cues S&P to Cut Ratings
CREDIT SUISSE: Moody's Affirms B3 Rating on Class N Certificates
DEAN HOLDING: Moody's Rates Proposed $4.8 Billion Facility at Ba3

DEL MONTE: Earns $45.5 Million in Quarter Ended January 28
DELTA AIR: Comair Pilots Approve Contract
EARTHSHELL CORP: Hires Morris Nichols as Bankruptcy Counsel
EARTHSHELL CORP: Hires Whiteford Taylor as Bankruptcy Co-Counsel
EMILIO RUIZ: Case Summary & 18 Largest Unsecured Creditors

ENERGY PARTNERS: Posts $52.5 Mil. Net Loss in 2006 Fourth Quarter
ENESCO GROUP: Files Schedules of Assets and Liabilities
ENESCO GROUP: Committee Taps Morris-Anderson as Financial Advisor
ENVIRONMENTAL LAND: Sells Property to Kowallis for $1.4 Million
EPIXTAR CORP: Wants Plan Filing Period Extended to April 29

FASTENTECH INC: Doncaster Offer Cues Moody's Ratings' Review
FERRO CORP: Elects Perry W. Premdas to Board of Directors
FORREST HILL: Schedules Filing Date Further Extended to March 16
FORREST HILL: Wants J. Koehler of Koehler & Associates as CRO
FREEPORT-MCMORAN: Moody's Rates $6 Billion Notes at B2

GENERAL NUTRITION: Launches $365 Million Cash Tender Offering
GOODYEAR TIRE: Revises U.S. Pension, Retiree Benefit Plans
GRANITE BROADCASTING: DIP Investigation Date Extended to April 11
GREENWICH CAPITAL: Moody's Holds B3 Rating on Class O Certificates
GREENWICH CAPITAL: Moody's Cuts Rating on $8MM Class N-SO Certs.

GSR MORTGAGE: Fitch Rates $1.6 Mil. Class B-5 Certificates at B
GWENCO INC: Files for Chapter 11 Reorganization in Kentucky
GWENCO INC: Voluntary Chapter 11 Case Summary
HANLEY WOOD: $110 Million Add-on Cues S&P to Hold Rating at B
HOVNANIAN ENT: Discloses Initial Results for Quarter Ended Jan. 31

INTERPUBLIC GROUP: S&P Holds Corporate Credit Rating at B
ITRON INC: Ambassador Thomas S. Foley Retires as Director
J.P. MORGAN: Moody's Holds B3 Rating on $2MM Class Q Certificates
JAMES GAYLER: Case Summary & Eight Largest Unsecured Creditors
JAMES RIVER: Completes Senior Secured Debt Refinancing

JAMES RIVER: Bell County Unit Sale Agreement Expires
JTG & SONS: Voluntary Chapter 11 Case Summary
KEOKUK HOSPITAL: Moody's Cuts Rating on $6.8 Million Bonds to B3
KOPPERS HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $92.4 Mil.
LAMAR ADVERTISING: Moody's Holds Ba2 Rating & Says Outlook is Neg.

LEUCADIA NATIONAL: Moody's Rates Proposed $600 Mil. Notes at Ba2
LEVI STRAUSS: New Debt Agreement Cues Fitch to Hold Low-B Ratings
LEVI STRAUSS: Moody's Rates Proposed $325 Million Sr. Loan at B2
LIGAND PHARMA: Sells AVINZA to King Pharmaceuticals for $295 Mil.
LOADING ZONE: Voluntary Chapter 11 Case Summary

MALDEN MILLS: Court OKs Sale of Business to Chrysalis for $44 Mil.
MALETTE INT'L: To File Proposal Under Bankruptcy & Insolvency Act
MITCHELL INT'L: Moody's Cuts Corporate Credit Rating to B from B+
NELLSON NUTRACEUTICAL: First Lien Creditors Oppose Proposed Pact
NEP SUPERSHOOTERS: Acquisition Cues Moody's to Withdraw Ratings

NORTEL NETWORKS: Restating Financials Due to Calculation Errors
NRG ENERGY: 2006 Net Income Increases to $621 Million
OCEANIA CRUISE: Refinancing Risk Prompts Moody's Negative Outlook
OCWEN RESIDENTIAL: Moody's Junks Rating Class B5-A Certificates
OI EUROPEAN: Fitch May Rate New EUR300 Million Senior Notes at B

OI EUROPEAN: Moody's Rates New EUR300 Million Senior Notes at B3
OVERSEAS SHIPHOLDING: To Acquire Heidmar Lightering Business
OVERSEAS SHIPHOLDING: Earns $113.3 Mil. in Quarter Ended Dec. 31
OWENS BROCKWAY: Fitch Holds Issuer Default Rating at B-
OWENS-ILLINOIS: Fitch Holds Issuer Default Rating at B-

OWNIT MORTGAGE: Gets OK to Sell 54 Mortgages to C-BASS for $4 Mil.
PACIFIC LUMBER: Panel Wants Scopac Declared Single Asset Debtor
PACIFIC LUMBER: Court Sets March 6 Hearing to Consider Venue Issue
PT HOLDINGS: Treatment of Claims Under Proposed Chapter 11 Plan
PT HOLDINGS: Wants Court Nod on Bush Strout as Bankruptcy Counsel

RESI FINANCE: Moody's Rates Class B8 Notes at Ba2
RIGEL CORP: Trustee Hires Grubb & Ellis as Real Estate Agent
SENIOR HOUSING: Full-Year 2006 Net Income Increases to $66 Million
SG RESOURCES: Moody's Places Corporate Family Rating at B1
SPX CORP: Fitch Lifts Senior Unsecured Debt Rating to BB+ from BB

STEINWAY MUSICAL: Earns $1 Million for the Quarter Ended Dec. 31
STONEY CREEK: Taps Maschmeyer Karalis as Bankruptcy Counsel
TENFOLD CORP: Tanner LC Raises Going Concern Doubt
TK ALUMINUM: Advisors Approve Nemak Transaction Consent Terms
TRANS CONTINENTAL: Involuntary Chapter 11 Case Summary

TRINSIC INC: Asks Court to Set Auction of Business on March 9
TXU CORP: Earns $475 Million in Fourth Quarter 2006
TXU CORP: Fitch May Downgrade Ratings after Leveraged Buyout
WINSTON HOTELS: Inks Merger Agreement with Wilbur Acquisition

* Sixteen Morris, Manning & Martin Attorneys Named Super Lawyers

* BOND PRICING: For the Week of February 26 - March 2, 2007

                             *********

AFFILIATED COMPUTER: Moody's Holds Ba2 Rating with Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service has confirmed Affiliated Computer
Services' Ba2 corporate family rating and assigned a stable rating
outlook, following the company's conclusion of an internal
investigation into its options granting practices and restoration
to current SEC financial reporting.  

This rating confirmation concludes a review for possible downgrade
initiated on Oct. 2, 2006, which was prompted by the company's
internal options granting investigation and a related delay in
filing its SEC financial statements.

ACS' Ba2 rating is supported by the company's size and
profitability as measured by its pretax income of $450 million and
net profit returns on assets adjusted for pensions and leases of
about 4% for LTM December 2006.  

In addition, the company's business profile, as measured
collectively by its geographic, business line, and client
diversity, is estimated by Moody's to be greater than certain of
its I/T services peers.  The rating is constrained by management's
aggressive growth goal to achieve $10 billion total revenues for
2010, the company's sluggish internal/organic revenue growth rate,
declining commercial operating margins, a legal overhang related
to prior improper stock options granting practices, and sizable
capital expenditures as a percentage of EBITDA.

Moody's believes the company's financial leverage and interest
coverage as measured by debt to EBITDA and free cash flow to debt,
respectively, may deteriorate as the company pursues further
acquisitions and possibly conducts further share repurchases.
However, the Ba2 rating assumes that the company's leverage will
not exceed 7.2x and that its EBIT to interest ratio will not
decline to less than 2x.

The stable outlook reflects the company's relatively steady
internal revenue growth and healthy operating margins, which are
supported by its competitively positioned and well diversified BPO
business portfolio.  The company's equity value as well as new
business award signings has been negatively affected by the stock
option backdating investigations and late financial statement
filings.  The stable outlook assumes that the company's market
value and asset book value will converge and that its new business
awards will improve over the next twelve months.

The ratings could experience upward pressure if the company is
able to exhibit continued internal revenue growth, consistent
client retention rates, growth of new business signings, and
operating margin stability and if its ratio of debt to EBITDA less
capital expenditures were to remain below 5.5x.

The rating could experience downward pressure if internal revenues
and new business signings were to decline or debt to EBITDA less
capital expenditures were to increase to over 7.2x, possibly due
to realized material legal exposure related to shareholder
activity along with acquisition spending and share repurchases.

Ratings confirmed include:

   * Ba2 Corporate Family Rating

   * $500 million Senior Secured Notes due 2010 and 2015, Ba2

   * $3800 million Senior Secured Term Loan facility due 2013, Ba2

   * $1000 million Senior Secured Revolving Credit Facility, Ba2

Headquartered in Dallas, Texas, Affiliated Computer Services, with
$5.5 billion LTM December 2006 revenues, is a leading provider of
business process outsourcing and I/T outsourcing to commercial
clients as well as state and local governments.


ALL AMERICAN: Files for Bankruptcy Under Chapter 7
--------------------------------------------------
The All American Professional Basketball League filed for
bankruptcy under Chapter 7, 18 months after it stopped operations,
Wichita Business Journal reports.

Wichita Business Journal relates that Worth Christie, league
founder, listed $4 in assets and $2 million in debt to 150
creditors.  The $4 assets are basketballs valued at $1 each.

The AAPBL had tried to establish a 10-team league covering seven
states but the effort collapsed in August 2005.


ALLIANCE ONE: Moody's Rates Proposed $385 Million Sr. Loan at B1
----------------------------------------------------------------
Moody's Investors Service affirmed Alliance One International,
Inc.'s long-term debt ratings, including the company's B2
corporate family rating and revised the outlook to stable from
negative.

Moody's also assigned a B1 rating to the company's proposed
$385 million senior secured revolving credit and term loan
facilities and a B2 rating to the company's $150 million senior
notes offering.  

The stable outlook reflects:

   1) the significant improvement in profitability and credit
      metrics over the last twelve months,

   2) the successful completion and achievement of merger related
      synergies, and

   3) the prospective benefits to the company from the proposed
      refinancing including the extension of the maturity dates
      for its bank facilities and the elimination of sizable
      amortization payments.

Final ratings are subject to review of final documentation.
Ratings on the company's existing bank facilities will be
withdrawn upon closing.

AOI's B2 corporate family rating and stable outlook reflect the
company's financial metrics and the potential for volatility in
sales and earnings as a result of its commodity orientation and
its difficult position between tobacco growers and strong
cigarette manufacturers.  This position has been challenged over
the last several years due to the structural change away from the
auction markets to "contracted" markets, which shifts inventory
risk to AOI.

AOI's ratings are supported by its leading market share position
in the leaf tobacco trading and processing industry, its well
established relationships with large cigarette companies, and
global procurement and processing network that provides a
significant defense to new competitors.

However, AOI faces the ongoing challenge of ensuring high quality
and a diverse supply of leaf tobacco for its customers by often
pre-funding farmer activity, guaranteeing loans for its suppliers,
committing to purchase entire crops within a price range while
funding significant capital requirements of its own to process the
leaf tobacco.  Despite these measures, AOI's customers often
dictate the timing and pricing of their purchases, which may
result in large working capital investments, weak cash flow, and
higher debt levels.  

Nevertheless, Moody's notes that recent support in the form of
customer advances have been significant from AOI's significant
customers which is indicative of the close and long-standing
relationships AOI maintains with its key customers.

Ratings assigned:

   * Alliance One International, Inc.

      -- $250 million senior secured revolving credit facility due
         2010 at B1, LGD3, 35%;

      -- $150 million senior notes due 2012 at B2, LGD4, 50%

Intabex Netherlands, B.V.

      -- $135 million senior secured term loan B due 2011 at B1,
         LGD3, 35%;

Ratings affirmed:

   * Alliance One International, Inc.

      -- Corporate family rating of B2

      -- Probability of default rating of B2

      -- $315 million 11% senior notes due 2012 at B2, LGD4, 50%

      -- $100 million 12 _% senior subordinated notes due 2012 at
         Caa1, LGD6, 95%

Alliance One International, Inc. and Intabex Netherlands, B.V. are
co-borrowers under the senior secured revolving credit facility.


ALLIED HOLDINGS: Files Plan that May Save 3,500 Teamster Jobs
-------------------------------------------------------------
Allied Holding Inc.'s current management, on Friday, March 2,  
filed a plan with U.S. Bankruptcy Court for the Northern District
of Georgia first submitted by a private investment company that
will protect members' pensions, health and welfare benefits and
preserve the union contract.

"Allied's filing is a giant step in saving the company from
liquidation and saving the jobs of 3,500 Teamsters," said Fred
Zuckerman, Director of the Teamsters Carhaul Division.

The filing clears the way for Teamsters at Allied to vote on the
Yucaipa plan.

"The Yucaipa plan is not perfect, but it is the best way to make
sure that our 3,500 members' futures remain secure," Mr. Zuckerman
said.  "I have personally attended more than 15 local union
meetings and spoken to nearly 1,000 Allied members to explain the
terms of the Yucaipa proposal.  While our members are angry at
what Hugh Sawyer did to their company most have told me that they
are going to support the plan because they understand that their
jobs, union contract, pensions and health care benefits will
remain secure and Allied will be managed better in the future
under a new CEO."

While members will be asked to approve a 15% wage reduction during
the next three years, Zuckerman said the overall plan is the best
alternative to Allied going out of business.

"The money from those concessions will go to new equipment, and
members will keep their retirement security, health and welfare
benefits," Mr. Zuckerman said.  "I promise members that more
information will be available soon, and they will get the chance
to ask more questions before the ballots must be returned."

Allied Teamsters will get to vote on the plan-ratification will
take place within 45 days.  The International Union will send
information to members soon.

                     About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its   
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


ANN-LEE CONSTRUCTION: Hires The Catanese Group as Accountant
------------------------------------------------------------
Ann-Lee Construction and Supply Company, Inc. obtained permission
from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ The Catanese Group as its accountant.

The Catanese Group is expected to:

   a) file monthly financial reports;

   b) oversee the Debtor's compliance with post tax filings,
      reporting and payments;

   c) file copies of Federal Income Tax Returns for the Debtor's
      past three tax years;

   d) provide projections of the Debtor's future operations which
      will be used for formulating and conforming the feasibility
      aspect of the Debtor's Plan of Reorganization;

   e) provide information to S & T Bank pursuant to the Cash
      Collateral Order; and

   e) provide general everyday accounting services for the Debtor.

Kevin P. McQuillan, a certified public accountant at The Catanese
Group, tells the Court that the rate for his services is $200 per
hour.

Mr. McQuillan assures the Court that his Firm is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Based in Saltsburg, Pennsylvania, Ann-Lee Construction and Supply
Company, Inc. offers construction consulting & management
services.  The company filed for Chapter 11 protection on
January 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226).  Michael J.
Henny, Esq., at the Law Offices of Michael J. Henny, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets and
debts of $1 million to $100 million.


ASPEN INSURANCE: Earns $378.1 Million in Year Ended December 31
---------------------------------------------------------------
Aspen Insurance Holdings Ltd. reported net income of
$378.1 million on total revenues of $1.859 billion for the year
ended Dec. 31, 2006, compared with a net loss of $177.8 million on
total revenues of $1.644 billion for the year ended Dec. 31, 2005.

The increase in net income in 2006 was due to positive
contributions from all of the company's four operating segments
and an increase of 68.5% in net investment income.

At Dec. 31, 2006, the company's balance sheet showed
$6.640 billion in total assets, $4.250 billion in total
liabilities, and equity of $2.389 billion.

Total net cash flow from operating activities in 2006 was
$715 million, a reduction of $74.1 million from 2005.  At
Dec. 31, 2006, the company had a cash balance of $495 million.     

                       About Aspen Insurance

Headquartered in Hamilton, Bermuda, Aspen Insurance Holdings
Limited (NYSE: AHL) -- http://www.aspen.bm/-- is a global  
reinsurance and insurance company.  Aspen's operations are
conducted through its wholly-owned subsidiaries Aspen Insurance UK
Limited, Aspen Insurance Limited and Aspen Specialty Insurance
Company.  Aspen's principal existing founding shareholders include
The Blackstone Group, Candover Partners Limited and Credit Suisse
First Boston Private Equity.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba1 rating to the proposed
$200 million Perpetual Non-Cumulative Preference Shares to be
issued by Aspen Insurance Holdings Limited, the existing
perpetual "PIERS" of which are rated Ba1 by Moody's.


AUTOCAM CORP: Financial Restructuring Cues Moody's B3 Rating
------------------------------------------------------------
Moody's Investors Service has changed the debt ratings of Autocam
Corporation and Autocam Corporation France SARL that were
initially assigned on a provisional basis on Feb. 12, 2007.  New
Autocam's Corporate Family Rating was changed from B3 to B3 with
provisional modifiers on its other ratings similarly removed.

Ratings on existing Autocam Corporation's and Autocam Corporation
France SARL's obligations were withdrawn at the same time.  The
actions follow the closing of Autocam's financial restructuring on
Feb. 28, 2007.

The restructuring involved the exchange by an investor group of
substantially all of existing Autocam's subordinated debt into new
common shares of Titan Holdings, the holding company parent of
Autocam Corporation, and the investment by the note holder group
of $85 million in a new issue of preferred stock of Titan
Holdings.  Existing common equity interests in Titan Holdings were
extinguished.  Proceeds from the preferred stock issue were down-
streamed and used to retire approximately $78 million of second
lien term loans at Autocam Corporation.  Autocam Corporation's
first lien bank debt was refinanced in a syndication of
$150 million of first lien bank facilities for New Autocam and
Autocam Corporation France SARL.  All of those transactions closed
on February 28, 2007.  Accordingly, ratings on approximately $250
million of pre-restructuring debt at Autocam Corporation and
Autocam Corporation France SARL have been withdrawn, and the
provisional modifier on ratings at New Autocam and Autocam
Corporation France SARL have been removed.

Ratings changed:

   * Autocam Corporation

      -- Corporate Family Rating to B3 from B3

      -- First lien term loan for $83 million to B2, LGD2, 26%
         from B2, LGD2, 26%

      -- First lien revolving credit for $17 million to B2, LGD2,
         26% from B2, LGD2, 26%

      -- Outlook, stable

      -- Probability of Default Rating, Caa1

   * Autocam Corporation France SARL

      -- Guaranteed First lien term loan for Euro equivalent of
         $37 million to B2, LGD2, 26% from B2, LGD2, 26%

      -- Guaranteed First lien revolving credit facility for Euro
         equivalent of $13 million to B2, LGD-2, 26% from B2,
         LGD2, 26%

Ratings withdrawn:

   * Autocam Corporation

      -- Corporate Family Rating, Ca
      -- Probability of Default, D
      -- Outlook, stable
      -- First lien revolving credit, Caa1, LGD2, 20%
      -- First lien term loan, Caa1, LGD2, 20%
      -- Senior Subordinated Notes, C, LGD5, 85%
      -- Speculative Grade Liquidity rating, SGL-4

   * Autocam France SARL

      -- First lien revolving credit, Caa1, LGD2, 20%
      -- First lien term loan, Caa1, LGD2, 20%

The last rating action was on Feb. 12, 2007, when initial ratings
were assigned to New Autocam and Autocam Corporation France SARL.

Autocam Corporation, headquartered in Kentwood, Michigan, is a
manufacturer of extremely close tolerance precision-machined,
metal alloy components, sub-assemblies, primarily for performance
and safety critical automotive applications.  Revenues in 2005
were approximately $350 million from operations in North America,
Europe and Brazil.


AVNET INC: Moody's Holds Ba1 Rating and Says Outlook is Positive
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family and
long-term debt ratings of Avnet, Inc. and revised the outlook to
positive from stable.

"The positive outlook reflects our expectation that Avnet's
operating performance will continue to benefit from the secular
outsourcing trend underway in the semiconductor space, improved
product mix, an expanded line card from recent acquisitions and
increasing geographic diversity that collectively support
operating margins at or above the 4% level," according to Moody's
Vice President & Senior Analyst Gregory Fraser, CFA.

The positive outlook considers the solid execution and realized
operating efficiency improvements that have exceeded expectations
resulting in operating margin and ROA expansion, improved credit
protection measures, higher gross cash flow levels and an enhanced
business model that has the propensity to deliver consistent
levels of positive free cash flow especially during periods of
industry weakness.

"We expect Avnet to maintain a focus on balance sheet deleveraging
via either free cash flow generation targeted towards debt
reduction and/or higher operating cash flow," Fraser added.

The outlook revision also recognizes the company's enhanced market
position as the leading distributor for Sun Microsystems' full
line of computing solutions following the Access Distribution
acquisition.  The $412.5 million acquisition was funded through a
combination of debt and cash-on-hand.  Although debt has
increased, the purchase is not expected to materially weaken
credit protection measures and internal liquidity given Avnet's
higher operating cash flow levels plus the additive cash flow
generated by Access.

Moody's expects pro forma debt to EBITDA to increase modestly to
2.5x on a Moody's adjusted basis compared to 2.2x as of LTM
Dec. 30, 2006.  With approximately $2 billion in revenues, Access
is expected to deepen Avnet's existing Sun relationship, adding
complementary product lines and expanding the Technology Solution
Group's geographic coverage.  In addition to improved scale,
$15 million of anticipated cost synergies and immediate accretion
to earnings, the acquisition is expected to generate sales
synergies via cross-selling opportunities into the customer bases
of both Access and Avnet.

Ratings affirmed:

   * Corporate Family Rating, Ba1

   * Senior Unsecured Notes with various maturities,  Ba1, LGD3,
     49%

   * Senior/Subordinated shelf ratings, Ba1 / Ba2

The outlook is positive.

Avnet, Inc., headquartered in Phoenix, Arizona, is one of the
largest worldwide distributors of electronic components and
computer products, primarily for industrial customers.  Revenues
and EBITDA for the last twelve months ended Dec. 30, 2006 were
$14.8 billion and $666 million, respectively.


BALL CORPORATION: Earns $329.6 Million in Year Ended December 31
----------------------------------------------------------------
Ball Corporation reported full-year 2006 net earnings of
$329.6 million on sales of $6.62 billion, compared to net earnings
of $272.1 million on sales of $5.75 billion in 2005.

Full-year 2006 results included property insurance proceeds
resulting from a fire at a plant in Germany, offset by business
consolidation costs, for a net after-tax gain of $25.6 million.
For the full-year 2005, the net effect of debt refinancing and
business consolidation costs was $25.7 million.

Fourth quarter 2006 net earnings were $48.3 million on sales of
$1.59 billion, compared to net earnings of $47.4 million on sales
of $1.29 billion in the fourth quarter of 2005.

Fourth quarter 2006 results included net after-tax costs of
approximately $20 million from business consolidation, reduced by
a one-time tax gain.  Fourth quarter of 2005 included an after-tax
net cost of $7.3 million for business consolidation gains and debt
refinancing costs.

R. David Hoover, chairman, president and chief executive officer,
said he was generally pleased with 2006 results and particularly
with the corporation's strong fourth quarter.

"On a comparable basis our diluted earnings per share grew to
$2.90 in 2006 from $2.71 in 2005 and to 65 cents from 52 cents in
the fourth quarter," Hoover said.

"That was a solid accomplishment in the inflationary and
competitive environments in which we compete," Hoover added.  "We
are particularly pleased with how our results improved during the
second half of 2006 as we made progress with important initiatives
to reduce costs, improve efficiencies and build margins and
returns to more acceptable levels heading into 2007."

At Dec. 31, 2006, the company's balance sheet showed $5.8 billion
in total assets, $4.7 billion in total liabilities, and
$1.2 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a98

                          About Ball Corp.

Headquartered in Broomfield, Colorado, Ball Corporation (NYSE:BLL)
-- http://www.ball.com/-- is a supplier of high-quality metal and
plastic packaging products and owns Ball Aerospace & Technologies
Corp., which develops sensors, spacecraft, systems and components
for government and commercial customers.  The company employs
15,500 people worldwide.

                         *     *     *

Moody's Investors Service assigned ratings to Ball Corp's
$500 million senior secured term loan D, rated Ba1, and
$450 million senior unsecured notes due 2016-2018, rated Ba2.
Moody's also affirmed existing ratings, which include Ba1 Ratings
on $1.475 billion senior secured credit facilities and
$550 million senior unsecured notes due Dec. 12, 2012.  The
ratings outlook is stable.

Fitch affirmed Ball Corp.'s 'BB' issuer default rating, 'BB+'
senior secured credit facilities, and 'BB' senior unsecured notes.


CAVITAT MEDICAL: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cavitat Medical Technologies, Inc.
        P.O. Box 879
        Emory, TX 75440

Bankruptcy Case No.: 07-11734

Type of Business: The Debtor develops, manufactures and markets
                  new and innovative ultrasonographic imaging  
                  equipment, ultrasound medical devices, and
                  Doppler Sonar for vital fluid flow measurements.
                  See http://cavitatmedtech.homestead.com/

Chapter 11 Petition Date: March 1, 2007

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Carlos F. Negrete, Esq.
                  27422 Calle Arroyo
                  San Juan Capistrano, CA 92675-2747
                  Tel: (949) 493-8115
                  Fax: (949) 493-8170

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Walter Gerash                              $515,000
1439 Court Place
Denver, CO 80202

Mckenna Long & Aldridge LLP                $100,004
P.O. Box 116573
Atlanta, GA 30368

Dentistry Today                             $12,320
100 Passaic Avenue
Fairfield, NJ 07004-3508

Sarah Jones                                 $11,000

Robert J. Jones                              $3,404

Radisson                                     $3,198

Heather Ridge Country Club                   $3,193

Cowboy Moving & Storage, Inc.                $3,091

Antonelli Terry Stout & Kraus, LLP           $3,058

Express One                                  $2,654

PBC, Inc.                                    $2,146

Conway Company CPA                             $806

FED EX                                         $544

Denver Newspaper Agency                        $450

Xcel Energy                                    $417

Datacom                                        $400


CHARTER COMMS: Fitch Rates Proposed $8.35 Billion Facility at B
---------------------------------------------------------------
Fitch has assigned a 'B' rating and 'RR1' Recovery Rating to
Charter Communications Operating, LLC and CCO Holdings, LLC's
proposed $8.35 billion secured credit facility.  In addition,
Fitch Ratings has affirmed the 'CCC' Issuer Default Rating for
Charter Communications Company, Inc. and its subsidiaries outlined
below.  

The facility consists of a $1.5 billion senior secured revolver, a
$1.5 billion senior secured term loan, a $5 billion senior secured
refinancing term loan, and a $350 million third lien term loan.
The first lien loans will be at Charter Communications Operating,
LLC and the borrower under the third lien term loan will be CCO
Holdings, LLC.  Proceeds from the credit facility are expected to
be used to refinance the outstanding amount under the company's
existing credit facility and to redeem approximately $737 million
of senior unsecured notes issued by CCO Holdings, LLC and Charter
Communications Holdings, LLC.  

The Rating Outlook is Stable.  Approximately $19 billion of debt
as of Dec. 31, 2006 is affected by Fitch's action.

Consistent with Charter's strategy to opportunistically improve
its liquidity position and extend scheduled maturities, the new
facility adds approximately $1.85 billion incremental borrowing
capacity in the form of $1.5 billion new first lien term loan and
$350 million of new third lien term loan commitments.  From a
recovery perspective, the new credit facility increases the
potential amount of secured debt within Charter's capital
structure; however the recovery prospects of Charter's unsecured
debt holders remain within the 'RR4' category.

The new bank facility addresses 2007 scheduled maturities and
extends maturities scheduled in 2009 and 2010 into 2014.  More
importantly in Fitch's opinion Charter's borrowing capacity under
the revolver is refreshed and the new facility's financial
covenants provide the company additional flexibility to access the
available borrowing capacity under the revolver.  Fitch estimates
that the revolving commitment available for borrowing as of the
close of the new facility will be approximately $1.4 billion.
Fitch believes that the borrowing capacity provided by the
proposed facility will fund anticipated cash flow deficits through
2008.

Overall, Fitch's ratings reflect Charter's highly levered balance
sheet and the absence of any meaningful prospects to delever its
balance sheet over the current rating horizon.  Fitch believes
that Charter's capital structure is increasingly unsustainable.
Fitch's ratings incorporate its expectation that Charter will
continue to generate negative free cash flow given the company's
capital structure, ongoing capital expenditures and cash interest
requirements.  For the year ended 2006 Charter's free cash flow
deficit was approximately $780 million, a slight improvement from
the $828 million free cash flow deficit reported in 2005.
Additionally Fitch's ratings reflect Charter's operating profile
that, while demonstrating improvement, remains weak relative to
its peer group.  Compared with other large cable multiple system
operators, Charter operates a decentralized network of relatively
small cable systems and subscriber clusters that do not contribute
to Charter's operating leverage and compress EBITDA margins.  

On a pro forma basis, Charter's EBITDA margin slipped 160 basis
points during 2006 to 34.8%, which is weak compared to other large
cable multiple system operators.  Charter's cable plant has more
head ends relative to other large cable MSOs and does not have a
national backbone interconnecting its systems, putting Charter at
an operating cost disadvantage.

Fitch believes that there is opportunity for Charter to improve
its EBITDA margin; however given the company's cost structure and
lack of strong subscriber clustering, the company's ability to
achieve EBITDA margins on par with industry norms is limited.

The Stable Rating Outlook incorporates Charter maintaining
unrestricted access to available borrowing capacity from its
revolver and continued stabilization of the company's liquidity
and operational profile.

Fitch Ratings has affirmed the IDRs and the individual issue
ratings of Charter and its subsidiaries as hereunder outlined:

Charter Communications Company, Inc.

   -- Issuer Default Rating (IDR) at 'CCC'; and
   -- Convertible Senior Notes at 'CCC RR4'.

Charter Communications Holding, LLC

   -- IDR at 'CCC'; and
   -- Senior Unsecured Notes at 'CCC/RR4'.

CCH I Holding, LLC

   -- IDR at 'CCC'; and
   -- Senior Unsecured Notes at 'CCC/RR4'.

CCH I, LLC

   -- IDR at 'CCC'; and
   -- Senior Secured Notes at 'CCC/RR4'.

CCH II, LLC

   -- IDR at 'CCC'; and
   -- Senior Unsecured Notes at 'CCC/RR4'.

CCO Holdings, LLC

   -- IDR at 'CCC'; and
   -- Senior Secured Notes at 'CCC/RR4'.

Charter Communications Operating, LLC

   -- IDR at 'CCC'; and
   -- Senior Secured Second Lien Notes at 'B/RR1'.


CHEMTURA CORP: Posts $144.3 Mil. Net Loss in 2006 Fourth Quarter
----------------------------------------------------------------
Chemtura Corp. reported a net loss of $144.3 million on net sales
of $873.6 million for the fourth quarter ended Dec. 31, 2006,
compared with a net loss of $71.5 million on net sales of
$876.1 million for the comparable period in 2005.  

The company's 2006 full-year net loss was $170.6 million on net
sales of $3.7 billion, as compared with a net loss of
$186.6 million on net sales of $2.9 billion for 2005.

Loss from continuing operations for the fourth quarter of 2006
and 2005, were $145.9 million and $92.9 million, respectively.  
Loss from continuing operations for years 2006 and 2005, were
$218.1 million and $184.8 million, respectively.

At Dec. 31, 2006, the company's balance sheet showed $4.37 billion
in total assets, $2.65 billion in total liabilities, and
$1.72 billion in total stockholders' equity.

                      Fourth Quarter Results

The company's fourth quarter net sales of $873.6 million were
less than one percent below fourth quarter 2005 net sales of
$876.1 million.  The decrease is primarily due to lower sales of
$10.4 million related to the sale of the company's Industrial
Water Additives business in May 2006 and an $18.1 million decrease
in sales volume.  The decrease, however, were mostly offset by
increased selling prices of $16.1 million and favorable foreign
currency translation of $12 million.

The operating loss for the fourth quarter of 2006 was
$15.6 million, as compared with an operating loss of $400,000 for
the fourth quarter of 2005.  

Fourth quarter earnings reflect a charge of $123 million to
establish a deferred tax liability related to this repatriation
strategy.  

During the fourth quarter of 2006, the company recorded a gain on
sale of discontinued operations of $1.6 million, net of taxes of
$200,000, related to the sale of the OrganoSilicones business to
General Electric Co. in July 2003.  The gain represents the
reversal of reserves for certain contingencies that the company no
longer expects to incur.

                         Full-year Results

Net sales for the year ended Dec. 31, 2006, of $3,722.7 million
were $736.1 million above net sales for the comparable period of
2005 of $2,986.6 million.  

The increase was primarily due to $855.6 million in additional
sales resulting from the merger with Great Lakes Chemical Corp., a
$62.8 million increase in selling prices and $5 million due to
favorable foreign currency translation that was partially offset
by a $108.3 million decrease in sales volume, the absence of
$48.3 million of sales due to the deconsolidation of the company's
Polymer Processing Equipment business in April 2005, $21.5 million
due to the divestiture of the IWA business in May 2006, and
$9.1 million due to the net effect of other acquisitions and
divestitures.

At Dec. 31, 2006, the company's balance sheet showed $4.37 billion
in total assets, $2.65 billion in total liabilities, and
$1.72 billion in total stockholders' equity.

                        About Chemtura Corp.

Headquartered in Middlebury, Conn., Chemtura Corp. (NYSE:
CEM) -- http://www.chemtura.com/-- is a global manufacturer and  
marketer of specialty chemicals, crop protection, and pool, spa
and home care products.  The company has approximately 6,400
employees around the world and sells its products in more than 100
countries.  The company has facilities in Singapore, Australia,
China, Hong Kong, India, Japan, South Korea, Taiwan, Thailand,
Brazil, and Mexico.

                           *     *     *

In November 2006, Moody's Investors Service assigned a Ba1 rating
to Chemtura Corp.'s $400 million of senior notes due 2016 and
affirmed the Ba1 ratings for its other debt and the corporate
family rating.


CHEMTURA CORP: Declares Five Cents Per Common Share Dividend
------------------------------------------------------------
Chemtura Corporation's board of directors has declared a regular
quarterly dividend of five cents per share on the company's common
stock, payable March 16, 2007, to shareholders of record on
Feb. 26, 2007.

                        About Chemtura Corp.

Headquartered in Middlebury, Conn., Chemtura Corp. (NYSE:
CEM) -- http://www.chemtura.com/-- is a global manufacturer and  
marketer of specialty chemicals, crop protection, and pool, spa
and home care products.  The company has approximately 6,400
employees around the world and sells its products in more than 100
countries.  The company has facilities in Singapore, Australia,
China, Hong Kong, India, Japan, South Korea, Taiwan, Thailand,
Brazil, and Mexico.

                           *     *     *

In November 2006, Moody's Investors Service assigned a Ba1 rating
to Chemtura Corp.'s $400 million of senior notes due 2016 and
affirmed the Ba1 ratings for its other debt and the corporate
family rating.


CKE RESTAURANTS: Income Tax Benefit Overstated by $16 Million
-------------------------------------------------------------
CKE Restaurants Inc. overstated its "income tax benefit",
by approximately $16 million as a result of an inadvertent
computational error, for the fiscal year ended Jan. 30, 2006.

The company's reported $137 million income tax benefit should have
been reported as approximately $121 million.  Since this reported
$137 million income tax benefit was also a part of reported net
income, the computational error also resulted in an overstatement
of "net income" for the fiscal year ended Jan. 30, 2006 of
approximately $16 million.

The restatement will have no impact on the company's income
statements for any period other than the fiscal year ended
Jan. 30, 2006.  Additionally, neither this non-cash error nor
the restatement will impact net cash flows from operations,
Adjusted EBITDA, financial performance covenants included in
the company's senior credit facility or other debt instruments,
previously reported net operating loss and tax credit carry-
forwards, the company's effective income tax rates for fiscal
2007 and thereafter or actual cash tax payments expected for
the foreseeable future.

The company said that it is not aware of any evidence that the
restatement is due to any material noncompliance by the company,
as a result of misconduct, with any financial reporting
requirements under the securities laws.

After discussion with management and KPMG LLP, the company's
independent registered public accounting firm, on Feb. 27, 2007,
the company's Audit Committee determined that, in light of the
error contained therein, the consolidated financial statements
included in the company's Annual Report on Form 10-K for the
fiscal year ended Jan. 30, 2006, should not be relied upon and
should be restated.

The inadvertent error occurred in summarizing the various
computations made to calculate the cumulative difference between
the company's book and tax bases in its fixed assets.  Neither the
company's external tax advisor, the company nor KPMG detected the
error included in the company's consolidated financial statements
for the fiscal year ended Jan. 30, 2006.

The company also said that its Annual Report on Form 10-K for
the fiscal year ended Jan. 29, 2007 will include the restated
financial statements.

Management and the company's external tax advisor discovered the
error during the preparation of the company's tax provision for
the fiscal year ended Jan. 29, 2007.  As a result, management's
report on internal control over financial reporting as of
Jan. 30, 2006, should not be relied upon.

The company has replaced most of the manual processes that
contributed to the prior year error with automated system-
generated reports and believes it has substantially reduced the
chance of such an error reoccurring in the future.

Headquartered in Carpinteria, California, CKE Restaurants Inc.
(NYSE: CKR) -- http://www.ckr.com/-- through its subsidiaries,  
franchisees and licensees, operates some of the most popular U.S.
regional brands in quick-service and fast-casual dining, including
the Carl's Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R)
and Green Burrito(R) restaurant brands.  The CKE system includes
more than 3,200 locations in 43 states and in 13 countries.

                          *     *     *

As reported in Troubled Company Reporter on Jan. 26, 2007,
Standard & Poor's Ratings Services rates CKE Restaurants Inc.'s
Corporate credit rating at BB-, Stable; and Senior secured debt,
BB.


COEUR D'ALENE: Earns $88.5 Million in Year Ended December 31
------------------------------------------------------------
Coeur d'Alene Mines Corporation reported net income for 2006 of
$88.5 million on metal sales of $216.6 million, compared to net
income of $10.6 million on $156.3 million of metal sales for 2005.

Results for 2006 include a gain of $11.1 million from the
strategic sale of Coeur Silver Valley, as well as $1.9 million of
income generated from Coeur Silver Valley prior to the sale.  Cash
provided by operating activities increased to $91.2 million for
the full year 2006 as compared to $6.7 million in 2005.

For the fourth quarter of 2006, the company reported net income of
$23.2 million on $67.1 million of metal sales, compared to net
income of $9.9 million on $51.3 million of metal sales for the
year-ago period.  Cash provided by operating activities increased
47 percent to $21.2 million in the fourth quarter of 2006 as
compared to $14.5 million in the year-ago quarter.

In commenting on the company's full-year performance, Dennis E.
Wheeler, Chairman, President and Chief Executive Officer, said,
"For the full year 2006, Coeur reported record-setting performance
in terms of revenues, net income and cash flow, and gold reserves.
Silver production from continuing operations was up by 10 percent,
while our silver cash production cost per ounce declined by nearly
6 percent.  In addition, we reported a 16 percent increase in our
gold reserves.  We remain focused on additional growth initiatives
designed to build upon this momentum in the areas of silver and
gold production, exploration, potential acquisition, and continued
management of our cash costs."

Wheeler added, "Net income in the fourth quarter of 2006 was more
than double that of the year-ago period due largely to higher
silver and gold prices, aided by stronger performance at the
Martha and Endeavor mines."

At Dec. 31, 2006, the company's balance sheet showed
$849.6 million in total assets, $268.6 million in total
liabilities, and $581 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1aa8  

          Balance Sheet and Capital Investment Highlights

The company had $341 million in cash and short-term investments as
of Dec. 31, 2006.  Capital expenditures during the fourth quarter
and full year of 2006 amounted to $45.5 million and $148 million,
respectively.

                        About Coeur d'Alene

Coeur d'Alene Mines Corporation (NYSE: CDE) (TSX: CDM) --
http://www.coeur.com/-- is one of the world's leading primary  
silver producers and has a strong presence in gold.  The company
has mining interests in Alaska, Argentina, Australia, Bolivia,
Chile, Nevada and Tanzania.

                         *     *     *

Coeur d'Alene Mines Corp.'s $180 Million notes due Jan. 15, 2024,
carry Standard & Poor's B- rating.


COMMONWEALTH EDISON: Retains Attorneys for Possible Ch. 11 Filing
-----------------------------------------------------------------
Commonwealth Edison Co.'s president J. Barry Mitchell confirmed in
an interview that the company has retained attorneys to explore a
possible bankruptcy filing, Melanie G. Rogers of Medill News
Service reports.

As reported in the Troubled Company Reporter on Feb. 28, 2007, the
company disclosed in a regulatory filing with the Securities and
Exchange Commission that it may seek chapter 11 protection if a
legislation that proposes to rollback and freeze electricity rates
is enacted.  ComEd argued that if rates are rolled back and the
rate freeze period extended for three-years, it would have
contractual obligations to purchase electricity under supplier
forward contracts at prices higher than the rates it would be
allowed to collect from its customers for electricity.  The
company has estimated that it could incur operating losses of
approximately $1.4 billion per year ($850 million after taxes) or
more, depending on various factors.

ComEd CEO Frank M. Clark. Las Tuesday presented the company's case
during a rare committee of the whole meeting at the Illinois House
of Representatives in Springfield, Ms. Rogers relates.

"It was a spectacle; not a very constructive result," Ms. Rogers
quotes Mr. Mitchell.

Ms. Rogers further reports that House Speaker Michael Madigan's
press secretary Steve Brown stated that the threatened bankruptcy
"part of the hoax perpetrated on consumers in Illinois to maximize
profits."

Ms. Rogers also says that if the company does file for bankruptcy,
around 11,000 retirees could be affected.

                About Commonwealth Edison Company

Headquartered in Chicago, Ill., Commonwealth Edison Company's
energy delivery business consists of the purchase and regulated
retail and wholesale sale of electricity and the provision of
distribution and transmission services to retail and wholesale
customers in northern Illinois, including the City of Chicago.
The company was organized in the State of Illinois in 1913 as a
result of the merger of Cosmopolitan Electric Company into the
original corporation named Commonwealth Edison Company, which was
incorporated in 1907.

                          *     *     *

Commonwealth Edison Company's preferred stock carries Moody's Ba2
rating.


CONSTELLATION BRANDS: Share Repurchase Cues Moody's Neg. Outlook
----------------------------------------------------------------
Moody's lowered Constellation Brand's corporate family rating to
Ba3 from Ba2 and affirmed its SGL-2 after the company reported a
new $500 million share repurchase program.  The outlook was
changed to stable from negative.

Ratings lowered:

   * Corporate Family Rating to Ba3 from Ba2

   * Senior notes and senior secured bank facility to Ba3, LGD4,
     50% from Ba2, LGD3, 49%

   * Senior sub notes to B2, LGD6, 96% from B1, LGD6, 95%

   * Probability of default rating to Ba3 from Ba2

The company's Speculative Grade Liquidity rating was affirmed at
SGL-2.

The downgrade was prompted by the higher leverage that will result
from the debt-funded share buyback as well as Moody's view that
the buyback represents a shift to a more aggressive financial
policy.  The buyback announcement follows the February
announcement of the acquisition of Svedka vodka for $384 million
and follows on the heels of a string of other, larger
acquisitions, the most recent of which, Vincor, closed less than
one year ago.  Although the company has historically demonstrated
an ability to quickly integrate acquisitions, repay debt and
restore credit metrics, leverage improvement following the last
acquisition has been delayed due to a restructuring plan announced
in the fall and the swiftness of the subsequent acquisition and
buyback plan.

Moody's had maintained a negative outlook in the wake of the last
acquisitions citing that there was little room at the current
rating level for additional leverage.  The negative outlook
reflected continued concern about Constellation's aggressive
financial policy and acquisition strategy, integration risk, and
the resulting pressures on its financial and business profile.
Using Moody's alcoholic beverage methodology grid, most of the
company's financial ratios will be in the B range after the share
repurchase, while most of the qualitative measures remain in the
Baa range.

Following the downgrade, the rating outlook is stable reflecting
the company's solid business franchise, good product and
geographic diversity, strong margins and the expectation that cash
flow generation will continue to be solid as well as the view that
the company's current leverage can be tolerated at this rating
level.

Further rating downgrade is unlikely absent severe operation
performance deterioration, a very large increase in debt or an
exogenous event.  Debt to Ebitda exceeding 6 times could lead to a
downgrade.

An upgrade could result if the company sustains strong operating
performance over the medium term and management shows a commitment
to permanently reduce leverage levels such that Debt to Ebitda is
sustained below 5x and Ebit to Interest remains above 3x, per
Moody's definitions.

Headquartered in Fairport, New York, Constellation Brands, Inc.
had LTM sales of approximately $5.1 billion and is a leading
international producer and marketer of beverage alcohol brands
with a broad portfolio across the wine, spirits, and imported beer
categories.


CONSTELLATION BRANDS: Share Repurchase Cues S&P to Cut Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Fairport, New York-based Constellation Brands Inc., including its
corporate credit and bank loan ratings to 'BB-' from 'BB'.  The
outlook is stable.

"The rating actions follow Constellation Brands' announcement that
the company's Board of Directors has authorized the repurchase of
up to $500 million of its common stock, and reflects our opinion
that the company will continue to maintain a highly leveraged
capital structure over the near to intermediate term," said
Standard & Poor's credit analyst Mark Salierno.

Constellation Brands has the world's largest wine business.  It is
the second-largest U.S. supplier of wines and is the largest
multicategory supplier of beverage alcohol in the U.S.  The
ratings on Constellation Brands reflect the company's acquisitive
growth strategy, highly leveraged financial profile, significant
debt burden, and participation in the highly competitive beverage
alcohol markets.


CREDIT SUISSE: Moody's Affirms B3 Rating on Class N Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 22 classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-C4 as:

   -- Class A-1, $17,316,565, Fixed, affirmed at Aaa
   -- Class A-2, $161,607,000, Fixed, affirmed at Aaa
   -- Class A-3, $33,994,000, Fixed, affirmed at Aaa
   -- Class A-4, $105,155,000, Fixed, affirmed at Aaa
   -- Class A-5, $24,031,000, Fixed, affirmed at Aaa
   -- Class A-6, $267,162,000, Fixed, affirmed at Aaa
   -- Class A-1-A, $271,552,122, Fixed, affirmed at Aaa
   -- Class A-J, $78,243,000, Fixed, affirmed at Aaa
   -- Class A-X, Notional, affirmed at Aaa
   -- Class A-SP, Notional, affirmed at Aaa
   -- Class A-Y, Notional, affirmed at Aaa
   -- Class B, $39,832,000, Fixed, upgraded to Aa1 from Aa2
   -- Class C, $25,607,000, WAC, affirmed at A2
   -- Class D, $9,958,000, WAC, affirmed at A3
   -- Class E, $12,804,000, WAC, affirmed at Baa1
   -- Class F, $8,535,000, WAC, affirmed at Baa2
   -- Class G, $14,226,000, WAC, affirmed at Baa3
   -- Class H, $2,845,000, WAC, affirmed at Ba1
   -- Class J, $4,268,000, WAC, affirmed at Ba2
   -- Class K, $5,691,000, WAC, affirmed at Ba3
   -- Class L, $4,267,000, WAC, affirmed at B1
   -- Class M, $2,846,000, WAC, affirmed at B2
   -- Class N, $4,267,000, WAC, affirmed at B3

As of the Feb. 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 2.6%
to $1.11 billion from $1.14 billion at securitization.  

The Certificates are collateralized by 175 mortgage loans.  The
loans range in size from less than 1.0% to 7.7% of the pool, with
the top 10 loans representing 43.1% of the pool.  The pool
includes 78 cooperative apartment loans, which are shadow rated
Aaa, the same as at securitization.  Five loans, representing 7.9%
of the pool, have defeased, and are collateralized by U.S.
Government securities.  There have been no loans liquidated from
the trust and no realized losses.  Currently there is one loan,
representing less than 1.0% of the pool, in special servicing.
There are no losses projected from these loans currently.  Sixteen
loans, representing 22.9% of the pool, are on the master
servicer's watchlist.

Moody's is upgrading Class B due to defeasance and increased
subordination levels.  Moody's was provided with full-year 2005
and partial-year 2006 operating results for 99.0% and 98.0%,
respectively, of the performing loans.  Moody's loan to value
ratio for the conduit component is 91.0%, compared to 91.2% at
securitization.

The three largest loans represent 20.8% of the pool.  The largest
loan is the Brunswick Square Loan of $85.5 million (7.7%).  The
loan is secured by the borrower's interest (301,607 square feet)
in a 769,000 square foot regional mall located in East Brunswick,
New Jersey.  The center was built in 1973 and renovated in 2000.
The center is anchored by Macy's and J.C. Penney, which own their
respective buildings, Mega Movies, Barnes & Noble and Old Navy.  
As of September 2006 occupancy was 90.3%, compared to 92.0% at
securitization.  Increased operating expenses have impacted the
loan's cash flow.  The loan was interest only for the first two
years and amortizes on a 360-month schedule.  The loan sponsor is
Simon Property Group, L.P. Moody's LTV is 99.0%, compared to 98.0%
at securitization.

The second largest loan is the 1201 New York Avenue Loan of
$80.0 million (7.2%), which is secured by a 419,000 square foot
office building located in Washington, DC.  The building was
constructed in 1987 and renovated in 2003.  As of June 2006
occupancy was 97.6%, compared to 89.1% at securitization.  The
largest tenant is the General Services Administration with lease
expirations between 2009 and 2014.  The loan is interest only for
its entire term and matures in April 2009.  The loan was assumed
in September 2006 by Pembroke Real Estate, subsidiary of FMR
Corp., for $215.1 million.  Two subordinate B Notes are held
outside the trust.  Moody's LTV is 73.6%, the same as at
securitization.

The third largest loan is the Highland Hospitality Portfolio Loan
of $65.3 million (5.9%), which is secured by three full-service
hotels with a total of 754 rooms.  The hotels are the Hyatt
Regency Savannah located in Savannah, Georgia, the Hilton Garden
Inn located in Linthicum, Maryland and the Portsmouth Renaissance
located in Portsmouth, Virginia.  As of September 2006 aggregate
occupancy was 70.2%, compared to 74.4% at securitization.  RevPAR
is $115.80, compared to $89.40 at securitization.  Net operating
income is up by approximately 20.0% since securitization.  Moody's
LTV is 79.9%, compared to 91.9% at securitization.

The pool's collateral is a mix of retail (37.4%), multifamily and
manufactured housing (30.2%), office and mixed use (17.5%), U.S.
Government securities (7.9%), lodging (5.9%) and industrial and
self storage (1.1%).  The collateral properties are located in 32
states and Washington, DC.  The highest state concentrations are
Texas (15.6%), New York (12.2%), New Jersey (10.0%), California
(9.5%) and Washington DC (7.8%).  All of the loans are fixed rate.


DEAN HOLDING: Moody's Rates Proposed $4.8 Billion Facility at Ba3
-----------------------------------------------------------------
Moody's placed the corporate family and other long-term ratings of
Dean Foods on review for possible downgrade following the
company's report of its plans to return approximately $2 billion
to shareholders through a one time special dividend.  At the same
time, Moody's assigned a prospective Ba3 rating to the company's
proposed new $4.8 billion bank credit facility.  The company's
speculative grade liquidity rating of SGL-2 was affirmed.

These ratings were placed on review for downgrade:

   -- Corporate family rating at Ba1
   -- Probability of default rating at Ba1
   -- Secured bank facilities at Baa3, LGD3, 37%
   -- Senior Unsecured Facilities at Ba2, LGD5, 85%

Rating assigned:

   -- Proposed $4.8 billion bank facility Ba3

The review will focus on the impact of the dividend transaction on
leverage and other financial metrics of the company and the
prospective for recovery of financial metrics over the medium
term.

Because the special dividend will significantly increase leverage
in the short-term and represents a shift to a more aggressive
financial policy, the likely outcome of the review is for a two
notch downgrade of the corporate family and probability of default
ratings to Ba3 and of the senior unsecured ratings to B1.  This
rating outcome would reflect the significant leverage that Dean
Foods will be taking on to fund the proposed return to
shareholders.

Moody's views the dividend as a shift to a more aggressive
financial policy, while at the same time recognizing the company's
ability to delever back to current levels in approximately a
three-year time frame.  Moody's notes that any significant
increase in acquisition activity could slow the pace of recovery.
Debt/EBITDA approaching 6x immediately after the dividend is paid
is considered high for a Ba rated company.  

Dean's significant leverage will be partially offset, however, by
a number of stronger qualitative factors which include:

      1) its national market dominance and scale in the US dairy
         industry which gives it a favorable cost position,

      2) relatively stable historical earnings and cash flow,
         through various commodity cycles,

      3) diverse customer base supported by a large direct store
         delivery system and

      4) good liquidity.

The review is expected to be completed upon closing of the new
bank facility and funding of the dividend.

The Ba3 rating on the company's proposed new $4.8 billion bank
credit facility reflects the secured nature of the financing and
the significant amount of secured debt in the capital structure.

The affirmation of the SGL-2 reflects the company's good liquidity
profile resulting from its relatively predictable cash flows and
large committed credit facilities, as well as the fact that the
funding of the special dividend is contingent upon the closing of
the proposed new $4.8 billion bank facility.

With revenues in excess of $10 billion, Dean Foods Corporation,
based in Dallas, Texas is a leading processor, producer and
distributor of dairy and dairy-related products in the United
States.


DEL MONTE: Earns $45.5 Million in Quarter Ended January 28
----------------------------------------------------------
Del Monte Foods Company reported net income for the quarter ended
Jan. 28, 2007 of $45.5 million, compared to $51.9 million last
year.

The company disclosed net sales for the third quarter of fiscal
2007 of $907.2 million compared to $789.6 million last year, an
increase of 14.9%.

"This quarter's solid financial results were driven by the ongoing
successful execution against our strategic initiatives as we
continue to strengthen the foundation of Del Monte," Richard G.
Wolford, Chairman and CEO of Del Monte Foods, said.  "The strength
of our recently acquired pet businesses, growth from new products
and the heightened impact of pricing actions we took earlier this
year drove both the top and bottom line.  These drivers, coupled
with continued aggressive cost-reduction programs, helped the
company mitigate ongoing inflationary cost pressures and are
enhancing the long-term earnings performance potential of our
company."

The 14.9% increase in net sales was driven by the acquisitions of
Meow Mix and Milk-Bone.  Growth from new products and net pricing
also contributed to the increase in net sales.  These gains were
partially offset by volume declines, primarily in Consumer
Products.

             Nine Months Ended Jan. 28, 2007 Results

The company reported net sales for the first nine months of fiscal
2007 of $2.4 billion compared to $2.1 billion last year, an
increase of 12.5%.  Income from continuing operations was
$76.2 million, compared to $95.3 million, in the previous year.

The 12.5% increase in net sales was driven by the acquisitions of
Meow Mix and Milk-Bone.  Increased growth from new products and
net pricing also contributed to the increase in net sales.  These
gains were partially offset by a volume decline, driven by many of
the same factors, which impacted the third quarter fiscal 2007
results.

                             Outlook

For the fiscal 2007 fourth quarter, the company expects to deliver
sales growth of approximately 13% to 15% over net sales of
$799.2 million in the fourth quarter of fiscal 2006.

For fiscal 2007, the company continues to expect sales growth of
12% to 15% over fiscal 2006 net sales of $2.9 billion.  Fiscal
2007 net sales growth is expected to be driven primarily by the
Meow Mix and Milk-Bone acquisitions.

                      About Del Monte Foods

Based in San Francisco, California, Del Monte Foods Company
(NYSE: DLM) -- http://www.delmonte.com/-- produces and  
distributes processed vegetables, fruit and tomato products, and
pet products.  The products are sold under Del Monte, Contadina,
S&W, Starkist, College Inn, 9Lives, Kibbles 'n Bits, Meow Mix,
Milk-Bone, Pup-Peroni, Snausages, Pounce, and Meaty Bone.  The
Group has food-processing plants in South America and has
subsidiaries in Venezuela, Colombia, Ecuador and Peru.  The
production facilities are operated in California, the Midwest,
Washington and Texas, as well as 7 distribution centers.

                        *    *    *

Standard & Poor's assigned 'BB-' Long-term Foreign and Local
Issuer Credit rating to Del Monte Foods Company.

Fitch Ratings rates Del Monte Foods Company's Issuer default
rating at 'BB-'.


DELTA AIR: Comair Pilots Approve Contract
-----------------------------------------
Pilots of Comair, represented by the Air Line Pilots Association,
Int'l., in Friday ratified the tentative agreement reached with
their management last month on a contract that will help Delta
Airlines and Comair emerge from bankruptcy.  Over 68% percent of
the pilots voted in favor of the agreement.

Commenting on the ratification, Captain J.C. Lawson, chairman of
the Comair ALPA unit said, "The pilots had an extremely difficult
decision to make and were faced with choosing between the better
of two difficult outcomes.  This settlement is the result of a
pass through the bankruptcy process that no union would have
voluntarily chosen.  However we did endorse it as a better
alternative than the terms that the bankruptcy court had
authorized Delta/Comair management to impose upon the pilots."

The agreement includes an $82.5 million bankruptcy claim for the
Comair pilots, which was recently sold.

Reaching the overall agreement was the result of a long difficult
process that strained relations between the pilot group and
management.  "As we move forward toward emerging from bankruptcy,
it is essential that management address the strained relations
that developed over the last 18 months," said Lawson.  "It is
going to take a lot of effort and dedication to repair the damage
to the working environment.  Pilots are highly skilled
professionals that make critical decisions everyday and expect to
be treated as the professionals that they are."  Lawson said.  He
concluded with "There is no greater strength than a management
team that has all of their employees on the same page, working
together."

Founded in 1931, ALPA -- http://www.alpa.org/-- is the largest  
pilot union, representing 60,000 cockpit crewmembers at 40
airlines in the U.S. and Canada.

                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (Other OTC:
DALRQ) -- http://www.delta.com/-- is the world's second-largest  
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The Company
and 18 affiliates filed for chapter 11 protection on Sept. 14,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S.
Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in
their restructuring efforts.  Timothy R. Coleman at The Blackstone
Group L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.


EARTHSHELL CORP: Hires Morris Nichols as Bankruptcy Counsel
-----------------------------------------------------------
EarthShell Corporation obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Morris, Nichols,
Arsht & Tunnell LLP, as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Feb. 9, 2007,
Morris Nichols will:

    a. perform all necessary services as the Debtor's counsel,
       including, without limitation, providing the Debtor with
       advice, representing the Debtor, and preparing necessary
       documents on behalf of the Debtor in the areas of debtor in
       possession financing, corporate law, real estate, employee
       benefits, business and commercial litigation, tax, debt
       restructuring, bankruptcy and asset dispositions;

    b. take all necessary actions to protect and preserve the
       Debtor's estate during this chapter 11 case, including the
       prosecution of actions by the Debtor, the defense of any
       actions commenced against the Debtor, negotiations
       concerning litigation in which the Debtor is involved and
       objecting to claims filed against the estate;

    c. prepare or coordinate preparation on behalf of the Debtor,
       as debtor-in-possession, necessary motions, applications,
       answers, orders, reports and papers in connection with the
       administration of this chapter 11 case;

    d. counsel the Debtor with regard to its rights and
       obligations as debtor-in-possession; and

    e. perform all other necessary legal services.

The Debtor discloses that professionals of the firm bill:

         Designation                   Hourly Rate
         -----------                   -----------
         Partners                      $425 - $650
         Associates                    $220 - $380
         Paraprofessionals                $175
         Case Clerks                      $100

Derek C. Abbott, Esq., a partner at Morris Nichols, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Abbot can be reached at:

         Derek C. Abbott, Esq.
         Morris, Nichols, Arsht & Tunnell LLP
         Chase Manhattan Centre, 18th Floor
         1201 North Market Street
         P.O. Box 1347
         Wilmington, DE 19899-1347
         Tel: (302) 351-9357
         Fax: (302) 425-4664
         http://www.mnat.com/

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology     
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  Arent Fox
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules filed with the Court showed total assets of
$18,046 and total liabilities of $13,149,942.  The Debtor's
exclusive period to file a chapter 11 reorganization plan expires
on May 19, 2007.


EARTHSHELL CORP: Hires Whiteford Taylor as Bankruptcy Co-Counsel
----------------------------------------------------------------
EarthShell Corporation obtained authority from the United States
Bankruptcy Court for the District of Delaware to employ Whiteford,
Taylor & Preston, LLP, as its bankruptcy co-counsel.

As reported in the Troubled Company Reporter on Feb. 9, 2007,
Whiteford Taylor will:

    a. provide the Debtor legal advice with respect to its powers
       and duties as a debtor-in-possession and in the operation
       of its business and management of its property;

    b. represent the Debtor in defense of any proceedings
       instituted to reclaim property or to obtain relief from the
       automatic stay under Section 362(a) of the Bankruptcy Code;

    c. prepare any necessary applications, answers, orders,
       reports and other legal papers, and appearing on the
       Debtor's behalf in proceedings instituted by or against the
       Debtor;

    d. assist the Debtor in the preparation of schedules,
       statement of financial affairs, and any amendments thereto
       which the Debtor may be required to file in this case;

    e. assist the Debtor in coordinating its efforts to maximize
       distributions to creditors;

    f. assist the Debtor with other legal matters, including,
       among others, securities, corporate, real estate, tax,
       intellectual property, employee relations, general
       litigation, and bankruptcy legal work; and

    g. perform all of the legal services for the Debtor which may
       be necessary or desirable.


Brent C. Strickland, Esq., a partner at Whiteford Taylor, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Strickland can be reached at:

         Brent C. Strickland, Esq.
         Whiteford, Taylor & Preston, LLP
         Seven Saint Paul Street
         Baltimore, MD 21202-1626
         Tel: (410) 347-8700
         Fax: (410) 752-7092
         http://www.wtplaw.com/

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology     
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  Arent Fox
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules filed with the Court showed total assets of
$18,046 and total liabilities of $13,149,942.  The Debtor's
exclusive period to file a chapter 11 reorganization plan expires
on May 19, 2007.


EMILIO RUIZ: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Emilio Ruiz
        Christina Ruiz
        97501 Overseas Highway, Suite 805
        Key Largo, FL 33037

Bankruptcy Case No.: 07-11374

Chapter 11 Petition Date: March 1, 2007

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtors' Counsel: Lynn H. Gelman, Esq.
                  Lynn H. Gelman, P.A.
                  1450 Madruga Avenue, Suite 302
                  Coral Gables, FL 33146
                  Tel: (305) 668-6681
                  Fax: (305) 668-6682

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Intercredit                      Mortgage            $1,506,952
1200 Brickell Avenue
4th Floor
Miami, FL 33133
                                 Automobile             $20,170

Irwin Anhalt Tua                                       $885,000
c/o Bruce R. Jacobs, Esq.
Wedderburn & Jacobs, P.A.
16300 Northeast 19th Avenue
Suite 244
Miami, FL 33162

Evans Financial Services Ltd.                          $380,000
612 Southeast 5th Avenue
Suite 4
Fort Lauderdale, FL 33301

Ron & Anette Grecoric                                  $320,000
145 Indian Mount Trail
Tavernier, FL 33070

Americredit                      Automobile             $34,242
801 Cherry Street, Suite 3900
Fort Worth, TX 76102

Commerce Bank                    Automobile             $18,387

Mariners Club Key Largo                                 $14,000

Bank of America                  Credit Card             $8,107

Midland Credit Management                                $4,650

Midland                                                  $4,637

Credit Bureau Office             Collection -            $3,890
                                 Commerce Credit

Aspen/FB&T                       Credit Card             $3,855

Capital One Bank                 Credit Card             $3,227

Lease Finance Group LI           Lease                   $1,629

CBCS                             Collection -              $871
                                 Florida Power A

Central Financial Control        Agricultural Coral        $636
                                 Gables Hospital

Medical Data Systems I           Agriculture               $455
                                 Fishermans
                                 Hospital

First Federal Credit and         Agriculture Northern      $338
Collection                       Keys Pedia.


ENERGY PARTNERS: Posts $52.5 Mil. Net Loss in 2006 Fourth Quarter
-----------------------------------------------------------------
Energy Partners, Ltd. reported financial results for the fourth
quarter of 2006 and the full year.  The company also noted that
its Board of Directors has scheduled meetings for the week of
March 5, 2007 regarding its exploration of strategic alternatives.  

For the fourth quarter of 2006, EPL reported a net loss available
to common stockholders of $52.5 million, compared to net income
for the fourth quarter of 2005 of $28.1 million.  While EPL's
production and revenue were near record highs, the company said
the majority of the net loss for the fourth quarter of 2006 was
attributable to $77.9 million of pre-tax, non-cash costs
associated with property impairments.

The fourth quarter loss also included a total of $11.9 million of
pre-tax costs related to the termination of the merger agreement
between EPL and Stone Energy Corporation and legal and financial
advisor costs related to the Stone merger, unsolicited offer to
acquire EPL by ATS Inc., a wholly owned subsidiary of Woodside
Petroleum, Ltd., and costs related to EPL's exploration of
strategic alternatives.

For the year 2006, the net loss to common stockholders was
$50.4 million, compared to net income in 2005 of $72.2 million.  
The benefit of record annual production and revenue was offset
by $84.7 million of non-cash, pre-tax property impairment costs
for the full year 2006.  The net loss for the year also included
$51.5 million of pre-tax costs related to the merger agreement
between EPL and Stone and its subsequent termination, and
$15 million in legal and financial advisor costs associated with
the Stone merger, the unsolicited ATS offer, and EPL's exploration
of strategic alternatives.

Revenue for the fourth quarter of 2006 was $111.6 million, up 4%
compared to fourth quarter 2005 revenues of $107.3 million.  
Revenue for the year 2006 was $449.6 million, a 12% increase over
2005 revenues of $402.9 million.

Discretionary cash flow, which is cash flow from operations before
changes in working capital and exploration expenditures, totaled
$65 million in the fourth quarter of 2006, versus $98.6 million in
the fourth quarter last year.  For the full year, discretionary
cash flow was $279.1 million compared to $308.8 million in 2005.  

Cash flow from operations in the latest quarter was $86.7 million,
compared to $16.3 million in the fourth quarter of 2005.  Cash
flow from operations for 2006 totaled $272.1 million compared to
$270 million in 2005.

As of Dec. 31, 2006, the company had cash on hand of $3.2 million,
total debt of $317.0 million, and a debt to total capitalization
ratio of 46%.  The company also had $83 million of remaining
capacity available under its bank facility at year-end 2006.

"Our fourth quarter results were clearly overshadowed by the
impairments of properties, in large part related to properties
purchased in 2005 in our onshore South Louisiana acquisition,"
Richard A. Bachmann, EPL's Chairman and CEO, commented.  "In
addition, our overall 2006 financial results were negatively
impacted by the considerable expenses associated with the Stone
merger agreement and its subsequent termination, the legal and
financial costs associated with the unsolicited offer by ATS, and
the additional costs incurred in the exploration of strategic
alternatives."

                          About EPL

Headquartered in New Orleans, Louisiana Energy Partners Ltd.
(NYSE:EPL) -- http://www.eplweb.com/-- is an independent oil and  
natural gas exploration and production company.  Founded in 1998,
the Company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                          *     *     *

EPL's 8.75% Senior Notes due 2010 carry Moody's Investor Service's
B3 rating and Standard & Poor's B+ rating.


ENESCO GROUP: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Enesco Group, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities disclosing:


                                        Assets    Liabilities
                                        ------    -----------
  A. Real Property                 $16,400,000        
  B. Personal Property             $45,479,068
  C. Property Claimed as Exempt
  D. Secured Claims                               $53,997,656
  E. Unsecured Priority Claims                     
  F. Unsecured Non-priority Claims               $177,512,524
                                   -----------   ------------
     Total                         $61,879,068   $231,510,180


Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home and
garden d,cor products.  Enesco's product lines include some of the
world's most recognizable brands, including Disney, Heartwood
Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine
Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home d,cor boutiques and direct mail retailers, as well
as mass-market chains.  The company serves markets operating in
Europe, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries in Europe, Canada and a business unit in Hong Kong,
Enesco's international distribution network leads the industry.

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  Shaw
Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors.  Adelman & Gettleman,
Ltd., and Greenberg Traurig, LLP, represent the Official Committee
of Unsecured Creditors.  The Debtors' exclusive period to file a
chapter 11 plan of reorganization expires on May 12, 2007.


ENESCO GROUP: Committee Taps Morris-Anderson as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Enesco Group,
Inc., and its debtor-affiliate, Gregg Manufacturing, Inc., ask the
U.S. Bankruptcy Court for the Northern District of Illinois for
permission to retain Morris-Anderson & Associates, Ltd., as its
financial advisor.

Morris-Anderson will:

    a) assist the Committee in reviewing the Debtors' investment
       banker retention application, the current stalking horse
       bid and the completeness of the Debtors' current marketing
       efforts;

    b) meet with the Debtors' investment banker and management to
       review the financial condition of the Debtors and advise
       the Committee on the appropriateness of the sale timeline;

    c) assess the likelihood of a competing bid for the Debtors
       and whether action can be taken to ensure a sale is
       completed at current value or higher;

    d) review manufacturers, shippers motion (critical vendors)
       and related payment needs;

    e) review the Debtors' cash budget;

    f) monitor the Debtors' financial performance;

    g) update the Committee as to findings via weekly
       teleconferences;

    h) observe the auction and providing input to Committee
       counsel during the auction;

    i) monitor the Cases until completion of the sale and beyond,
       as appropriate; and

    j) perform other financial advisory services as may be
       required under the circumstances of these Cases and are
       deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code.

Daniel F. Dooley, a principal of Morris-Anderson, tells the Court
that professionals of the firm bill:

         Designation                   Hourly Rate
         -----------                   -----------
         Principals                        $450
         Managing Directors                $350
         Financial Consultants             $300

Mr. Dooley assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home and
garden d,cor products.  Enesco's product lines include some of the
world's most recognizable brands, including Disney, Heartwood
Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine
Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home d,cor boutiques and direct mail retailers, as well
as mass-market chains.  The company serves markets operating in
Europe, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries in Europe, Canada and a business unit in Hong Kong,
Enesco's international distribution network leads the industry.

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  Shaw
Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors.  Adelman & Gettleman,
Ltd., and Greenberg Traurig, LLP, represent the Official Committee
of Unsecured Creditors.  The Debtors' exclusive period to file a
chapter 11 plan of reorganization expires on May 12, 2007.


ENVIRONMENTAL LAND: Sells Property to Kowallis for $1.4 Million
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia authorized
Environmental Land Technology Ltd. to sell its real property, free
and clear of all liens and other interests, to Kowallis and Mackey
Development, LLC, for $1.4 million.

Specifically, the Debtor is selling its 34.32 acres of land in
St. George, Washington County, and Utah.  The Debtor said that the
proceeds of the sale will be used to pay its agent's commission,
finder's fee and other sale expenses, and lien payments.

Headquartered in Washington, District of Columbia, Environmental
Land Technology, Ltd., filed for chapter 11 protection (Bankr.
D.C. Case No. 04-00926) on June 8, 2004.  Donald A. Workman, Esq.,
at Foley & Lardner, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed over $10 million in estimated assets and over
$50 million in estimated liabilities.


EPIXTAR CORP: Wants Plan Filing Period Extended to April 29
-----------------------------------------------------------
Epixtar Corp. and its debtor-affiliates ask the U.S Bankruptcy
Court for the Southern District of Florida to extend, until
April 29, 2007, their exclusive period to file a Chapter 11 plan
of reorganization.  The Debtors also ask the Court to extend their
exclusive period to solicit acceptances of that plan until
June 28, 2007.

The Debtors believe that the extension is warranted citing that it
will provide them the necessary time to negotiate, prepare and
file a viable plan of reorganization.  The Debtors also say that
the size and complexity of their cases warrant extension of their
exclusive periods.

The Debtors remind the Court they are in negotiations with the
Official Committee of Unsecured Creditors regarding treatment that
could be afforded to the Committee under a proposed plan of
reorganization.  In addition, the Debtors' affiliate in the
Philippines is in the process of filing the equivalent of a plan
of reorganization.

                         About Epixtar

Based in Miami, Florida, Epixtar Corp. fdba Global Assets
Holding Inc. -- http://www.epixtar.com/-- acquires or
establishes companies specialized in mass-market communication
products.  Epixtar operates through its subsidiaries, National
Online Services Inc. and One World Public.  Epixtar currently
maintains two contact centers in Manila, Philippines, with
developmental plans to expand to additional centers over the
next 24 months.  The company and its debtor-affiliates filed for
Chapter 11 protection on October 6, 2005 (Bank. S.D. Fla. Case
No. 05-42040).  Michael D. Seese, Esq., at Kluger, Peretz,
Kaplan & Berlin, P.L., represents the Debtors in their
restructuring efforts.  Glenn D. Moses, Esq., at Genovese
Joblove & Battista, P.A., represents the company's Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


FASTENTECH INC: Doncaster Offer Cues Moody's Ratings' Review
------------------------------------------------------------
Moody's Investors Service placed the ratings of FastenTech, Inc.
under review with direction uncertain following the company's
report that it is being acquired by Doncasters Group Ltd, a
UK-based engineering group for $492 million.

During its review, Moody's will look into the implications of this
transaction on FastenTech's creditors.  The rating agency noted
that both the notes indenture and the secured revolving credit
facility agreement include a change of control clause, implying
that the rated debt instruments should be repaid at closing of the
transaction.

While anticipating a near-term resolution, the rating agency will
continue to monitor developments and take further rating action
once additional details of the transaction are announced.

These ratings have been placed under review with direction
uncertain:

   * B1 Corporate Family Rating
   * B1 Probability of Default Rating
   * Ba2 senior secured revolver due 2010
   * B3 senior subordinated notes due 2011

FastenTech, based in Minneapolis, Minnesota, is a privately-held
manufacturer of specialty fasteners and fastener systems in the
US.  Revenues for the year ended Sept. 30, 2006 were approximately
$409 million.


FERRO CORP: Elects Perry W. Premdas to Board of Directors
---------------------------------------------------------
Ferro Corporation has elected Perry W. Premdas to its Board of
Directors.  Subject to formal confirmation of his "independence"
under the Board's independence guidelines.

The Board also appointed Mr. Premdas to serve on its audit and
finance committees.  The election increases the number of members
of Ferro's Board to ten.

In addition, Alberto Weisser, a member of Ferro's Board of
Directors since 2000, has informed the company that he will retire
from the Board when his current term expires at the company's 2007
Annual Meeting, due to the time demands of other business
obligations.

"We are very pleased to have Perry join our Board and provide us
the benefits of his strong financial background and international
experience," said Ferro Chairman, President and Chief Executive
Officer James Kirsch.  "I am excited to have the opportunity to
utilize his wisdom and guidance in order to help Ferro in our
pursuit of winning."

From 1999 to 2004, Mr. Premdas served as the chief financial
officer and a member of the Board of Management of Celanese AG, a
worldwide leader in chemical products, acetate fiber, technical
polymers and performance products headquartered in Germany.  From
1976 to 1998, Mr. Premdas held management and financial positions
of increasing responsibility with Celanese Corporation and Hoechst
AG including chief financial officer roles at Hoechst Celanese
Corporation and Centeon LLC.  Mr. Premdas is also a director of
Compass Minerals International, Inc.

Mr. Premdas holds a Master in Business Administration degree from
the Harvard Business School and a Bachelor of Arts degree from
Brown University.

Ferro Corp. (NYSE: FOE) -- http://www.ferro.com/-- is a global  
supplier of technology-based performance materials for
manufacturers.  Ferro materials enhance the performance of
products in a variety of end markets, including electronics,
telecommunications, pharmaceuticals, building and renovation,
appliances, automotive, household furnishings, and industrial
products.  Headquartered in Cleveland, Ohio, the Company has
approximately 6,800 employees globally and reported 2005 sales
of US$1.9 billion.  In Latin America, the company has operations
in Argentina, Brazil, Mexico and Venezuela.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Ferro Corp. and raised the senior debt rating to
'B+' from 'B'.


FORREST HILL: Schedules Filing Date Further Extended to March 16
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Oklahoma
further extended, until March 16, 2007, the deadline within which
Forrest Hill Funeral Home & Memorial Park - East, LLC, may file
its Schedules of Assets and Liabilities and Statement of Financial
Affairs.

As reported in the Troubled Company Reporter on Feb. 9, 2007, the
Court had extended the Debtor's schedule filing deadline to
Feb. 21, 2007.

The Debtor asked for more time to file its schedules citing that
its business includes 13,500 pre-need funeral contracts maintained
on a third party software system.

The Debtor related that access to the system was cut off until
recently.  The Debtor says that all of these parties must be
listed in the on Schedule F and G and it couldn't prepare its
schedules without access to the software.

The Debtor also contends that it had only been recently able to
access bank statements and copies of checks which had been seized
by the FBI and U.S. Treasury.

Based in Tulsa, Okla., Forrest Hill Funeral Home & Memorial Park -
East, LLC, operates funeral homes.  The company consists of three
separate cemeteries, three funeral homes and three mausoleums
located in Memphis, Tennessee.  The three locations are Forest
Hill Funeral Home & Memorial Park - East, Forest Hill Funeral Home
and Memorial Park - Midtown, and Forest Hill Funeral Home and
Memorial Park - South.

The company filed for chapter 11 protection on Jan. 22, 2007
(Bankr. E.D. Okla. Case No. 07-870056).  When the Debtor filed for
protection from its creditors, it listed estimated assets between
$1 million and $100 million.  The Debtor's exclusive period to
file a chapter 11 plan of reorganization expires on May 22, 2007.


FORREST HILL: Wants J. Koehler of Koehler & Associates as CRO
-------------------------------------------------------------
Forrest Hill Funeral Home & Memorial Park - East, LLC, asks the
U.S. Bankruptcy Court for the Eastern District of Oklahoma for
permission to employ Koehler & Associates, Inc., specifically
J. Bill Koehler, as its Chief Reorganization Officer.

The Debtor says that Mr. Koehler will be the individual designated
to discharge the duties of the debtor-in-possession and supervise
all the Debtor's activities and business including:

    * preparation of all reports and schedules to the Court and
      the United States Trustee,

    * assistance in the preparation of a Plan of Reorganization,
      and

    * other matters that may arise in the conduct of the Debtor's
      business.

The Debtor also asks the Court that Koehler & Associates be
authorized to act as its financial advisor and accountant.

The Debtor discloses that Mr. Koehler will charge $185 per hour.  
Associates of the firm, who will also render services, bill
between $70 to $115 per hour.

Based in Tulsa, Okla., Forrest Hill Funeral Home & Memorial Park -
East, LLC, operates funeral homes.  The company consists of three
separate cemeteries, three funeral homes and three mausoleums
located in Memphis, Tennessee.  The three locations are Forest
Hill Funeral Home & Memorial Park - East, Forest Hill Funeral Home
and Memorial Park - Midtown, and Forest Hill Funeral Home and
Memorial Park - South.

The company filed for chapter 11 protection on Jan. 22, 2007
(Bankr. E.D. Okla. Case No. 07-870056).  When the Debtor filed for
protection from its creditors, it listed estimated assets between
$1 million and $100 million.  The Debtor's exclusive period to
file a chapter 11 plan of reorganization expires on May 22, 2007.


FREEPORT-MCMORAN: Moody's Rates $6 Billion Notes at B2
------------------------------------------------------
Moody's Investors Service assigned a B2, LGD5, 88% senior
unsecured rating to Freeport-McMoRan Copper & Gold Inc.'s
$6 billion notes issue.  The notes will be unsecured and
unguaranteed obligations of Freeport.  

Moody's also affirmed Freeport's Ba3 corporate family rating and
its other ratings:

   -- the Baa3, LGD1, 1.0% senior secured rating on Freeport's
      $500 million secured revolver;

   -- the Ba2, LGD2, 29% senior secured ratings on each of
      Freeport's $1 billion secured revolver, $2.5 billion secured
      Term Loan A, and $7.5 billion secured Term Loan B; and,

   -- the Ba2, LGD2, 29% rating on Freeport's existing 6.875%,
      10.125% and 7.20% senior unsecured notes.

Moody's also affirmed the B1, LGD4, 63% rating on Phelps Dodge's
Cyprus Amax notes and on Phelps Dodge's other existing senior
unsecured notes.

The ratings actions are based on the assumption that Freeport
completes the acquisition of Phelps Dodge on substantially the
terms agreed.  The ratings reflect the overall probability of
default of Freeport, to which Moody's assigns a PDR of Ba3, LGD4,
50%.  The ratings outlook for both Freeport and Phelps Dodge is
stable.

The Ba3 corporate family rating reflects Freeport's very high debt
level of approximately $19 billion and what Moody's believes will
be a protracted time frame for debt reduction in the face of
softening metals prices and continued high cost challenges.  

The rating also considers the high concentration in copper and
resultant variability in earnings and cash flow, significant
capital expenditures, and a high level of reliance on the Grasberg
mine in Indonesia.  The rating also reflects the cultural
challenges inherent in the acquisition of the larger Phelps Dodge
by Freeport, and the execution and political risk of Phelps
Dodge's development project in the Congo.  The Ba3 rating
favorably considers the company's leading positions in copper and
molybdenum, a significant amount of gold production, the low cost,
long-life reserves at PT-FI, and improved operating and political
diversity.

Rating assigned:

   * Freeport-McMoRan Copper & Gold Inc.

      -- Senior Unsecured Notes: B2, LGD5, 88%

Ratings affirmed:

   * Freeport-McMoRan Copper & Gold Inc.

      -- Corporate Family Rating: Ba3

      -- Probability of Default Rating: Ba3

      -- $0.5 billion Senior Secured Revolving Credit facility,
         Baa3, LGD1, 1.0%

      -- $1.0 billion Senior Secured Revolving Credit Facility,
         Ba2, LGD2, 29%

      -- $2.5 billion Senior Secured Term Loan A, Ba2, LGD2, 29%

      -- $7.5 billion Senior Secured Term Loan B, Ba2, LGD2, 29%

      -- $340 million 6.875% Senior Unsecured Notes due 2014, Ba2,
         LGD2, 29%

      -- $272 million 10.125% Senior Unsecured Notes due 2010,   
         Ba2, LGD2, 29%

      -- $0.2 million 7.20% Senior Unsecured Notes due 2026, Ba2,
         LGD2, 29%

   * Cyprus Amax Minerals Company

      -- $60.1 million 7.375% Senior Notes due 2007, B1, LGD4, 63%

   * Phelps Dodge Corporation

      -- $107.9 million 8.75% Senior Notes due 2011, B1, LGD4, 63%

      -- $115 million 7.125% Senior Notes due 2027, B1, LGD4, 63%

      -- $150 million 6.125% Senior Notes due 2034, B1, LGD4, 63%

      -- $193.8 million 9.50% Senior Notes due 2031, B1, LGD4, 63%

Phelps Dodge Corporation is a Phoenix based producer of copper and
molybdenum and had revenue in 2006 of $11.9 billion.

Freeport-McMoRan Copper & Gold Inc. is a Louisiana based producer
of copper and gold through its Grasberg mine in Indonesia.
Freeport had revenue in 2006 of $5.8 billion.


GENERAL NUTRITION: Launches $365 Million Cash Tender Offering
-------------------------------------------------------------
General Nutrition Center Inc. has commenced a cash tender offers
to purchase any and all of each of its outstanding 8-5/8% Senior
Notes due 2011 and 8-1/2% Senior Subordinated Notes due 2010.  
The aggregate principal amount of the outstanding Centers Senior
Notes is $150,000,000, and the aggregate principal amount of the
outstanding Centers Senior Sub Notes is $215,000,000.

In conjunction with these tender offers, General Nutrition Centers
is soliciting noteholder consents to effect certain amendments to
the indentures governing the respective General Nutrition Centers
Notes similar to those sought by Parent in connection with the GNC
Parent Notes.

In addition, GNC Parent Corporation, the parent company of General
Nutrition, has commenced a cash tender offer to purchase any and
all of its outstanding Floating Rate Senior PIK Notes due 2011.  
The aggregate principal amount at maturity of the outstanding GNC
Parent Notes is $425,000,000.

In conjunction with the tender offer, the GNC Parent is soliciting
noteholder consents to effect certain amendments to the indenture
governing the Notes to eliminate substantially all of the
restrictive covenants as well as certain events of default.

The tender offers for each of the GNC Parent Notes and the General
Nutrition Centers Notes are scheduled to expire at 12:00 midnight,
New York City time, on March 15, 2007, unless extended or earlier
terminated.

Holders of each of the Notes who tender on or before 5:00 p.m.,
New York City time, on March 1, 2007, will receive the total
consideration described above in connection with the respective
Notes; holders of the General Nutrition Centers Notes will receive
a $30 consent payment per $1,000 principal amount of Notes.  
Holders of the General Nutrition Centers Notes who tender after
the Consent Payment Deadline and on or prior to the Expiration
Date will receive the total consideration minus the $30 consent
payment.

In either case, holders whose Notes are validly tendered and
accepted for purchase will be paid accrued and unpaid interest up
to, but not including, the payment date.  Payments are expected
to be made promptly on or after the Expiration Date.

The GNC Parent said that it has retained J.P. Morgan Securities
Inc. and Goldman, Sachs & Co. to serve as the Dealer Managers for
each of the tender offers and Solicitation Agents for each of the
consent solicitations.

Pittsburgh, Pennsylvania-based General Nutrition is a subsidiary
of GNC Corp. -- http://www.gnc.com/-- a specialty retailer of   
health and wellness products, including vitamins, minerals,
herbal, and specialty supplements (VMHS), sports nutrition
products and diet products.  The company sells its products
through a worldwide network of more than 5,800 locations
operating under the GNC brand name and operates in three
business segments: retail, franchise and manufacturing/
wholesale.

GNC's Asian operations include those in Indonesia and the
Philippines.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody' Investors Services assigned a B1 Rating on GNC's
$150 million of 8.625% senior notes due 2010.  Moody's Also
rates the company's $215 million of 8.5% senior subordinated
notes due 2010 at B3.


GOODYEAR TIRE: Revises U.S. Pension, Retiree Benefit Plans
----------------------------------------------------------
The Goodyear Tire & Rubber Company made a series of changes to its
U.S.-based retail and salaried employee pension and retiree
benefit plans aimed at increasing its global competitiveness while
significantly reducing its cost structure.

"These changes allow us to continue to provide the kind of
compensation packages that are competitive and will attract and
retain talented associates," said Kathleen T. Geier, senior vice
president of human resources. "They are also consistent with our
goal of reducing costs in excess of $1 billion by the end of
2008."

The changes will be phased in over a two-year period, with most
benefit plan changes effective in 2008 and the most significant
pension plan changes in 2009.  As a result, Goodyear expects
after-tax savings of $80 million to $90 million in 2007,
$100 million to $110 million in 2008, and $80 million to
$90 million in 2009 and beyond.

The actions are expected to reduce the company's pension
obligation by approximately $100 million and its obligation for
other post retirement benefits by about $525 million assuming
interest rates used to value the obligations remain similar to
those used at Dec. 31, 2006.

Goodyear plans to record a one-time after-tax charge of
approximately $65 million related to these actions in the first
quarter of 2007.

Benefit plan changes effective Jan. 1, 2008, include:

    * Increasing the amounts that current and future salaried
      retirees contribute toward the cost of their medical
      benefits;

    * Redesigning retiree medical benefit plans to minimize cost
      impact on premiums;

    * Closing the company's Medicare supplement plan to new
      entrants; and

    * Discontinuing company-paid life insurance for salaried
      retirees.

The pension changes include:

    * Freezing the current salaried defined benefit pension plans
      as of Dec. 31, 2008;

    * Replacing the defined benefit pension plans with enhanced
      401(k) savings accounts with varying levels of company
      contributions for current associates beginning Jan. 1, 2009;
      and

    * Introducing company-matching contributions for the salaried
      401(k) savings plan at 50 percent of the first 4 percent of
      annual pay beginning Jan. 1, 2009.

"The changes that we've made were only made after careful
consideration of alternatives, recognizing that there will be
varying levels of personal impact depending on the circumstances
of each associate and retiree," Geier said.

According to Geier, there is a strong movement on the part of
major corporations away from defined benefit pension plans and
toward defined contribution plans.  Additionally, the recently
enacted Pension Protection Act is expected to accelerate the
migration away from traditional defined benefit pensions.

Details of the plan changes will be directly communicated to the
affected salaried associates and retirees over the next several
weeks.  Moving forward, Goodyear associates will be able to access
online retirement modeling tools and investment education sessions
to assist with pension and benefit decisions, and to plan for the
impact of these changes.

             About The Goodyear Tire & Rubber Company

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
Goodyear Tire has marketing operations in almost every country
around the world including Chile, Colombia, Guatemala and Peru in
Latin America.  Goodyear employs more than 80,000 people
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Moody's Investors Service affirmed Goodyear Tire & Rubber
Company's Corporate Family Rating of B1.  Ratings on Goodyear's
existing secured and unsecured obligations were also affirmed as
was the company's Speculative Grade Liquidity rating of SGL-2.  
The outlook was reverted to stable from negative.

As reported in the Troubled Company Reporter on Jan. 9, 2007,
Fitch Ratings affirmed ratings for The Goodyear Tire & Rubber
Company including its 'B' Issuer Default Rating and removed the
ratings from Rating Watch Negative.  

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' ratings on
the class A-1 and A-2 certificates from the $46 million Corporate
Backed Trust Certificates Goodyear Tire & Rubber Note-Backed
Series 2001-34 Trust.  The ratings were removed from CreditWatch,
where they were placed with negative implications on Oct. 24,
2006.


GRANITE BROADCASTING: DIP Investigation Date Extended to April 11
-----------------------------------------------------------------
The Preferred Equity Holders of Granite Broadcasting Corp. and its
debtor-affiliates' obtained the U.S. Bankruptcy Court for the
Southern District of New York's permission to extend the
Investigation Termination Date to April 11, 2007.

Judge Gropper rules that nothing will prejudice any party from
seeking or opposing a further extension of the Investigation
Termination Date in accordance with the terms of the Final DIP
Order.

The Preferred Equity Holders originally asked the Court to extend
the Investigation Termination Date to April 16, 2007.  Silver
Point, LLC, however, objected and argued that the Preferred Equity
Holders failed to show good cause to justify the requested
extension.  Silver Point added that an extension of the
Investigation Termination Date, if any, must be limited in scope
and duration, and only to permit the late assertion of claims that
have been identified in the Examiner's report.

The Final DIP Order provides that, unless an adversary proceeding
or a motion seeking standing to commence a proceeding is filed
on or before March 6, 2007, all claims or causes of actions of
Debtor against Silver Point Finance, LLC, are forever barred, and
that the stipulations made by the Debtors in the Final DIP Order
will be binding on all parties-in-interest.

The Final DIP Order expressly provides that the investigation
termination date may be extended by Court order.

On Jan. 19, 2007, two weeks after entry of the Final DIP Order,
Harbinger Capital Partners Master Fund I, Ltd., GoldenTree High
Yield Master Fund II, Ltd., and MFC Global Investment Management
(U.S.), LLC, as preferred equity holders, filed a request for oral
examination and production of documents pursuant to Rule 2004 of
the Bankruptcy Code.

Mark I. Bane, Esq., at Ropes & Gray, LLP, in New York, says that
the 2004 Motion sought authorization to serve document requests
and deposition notices in connection with the Preferred Equity
Holders' investigation into potential claims against Silver Point
and other issues, including valuation, relevant to the Debtors'
proposed Plan of Reorganization.

In response to the 2004 Motion, Silver Point and the Debtors filed
objections; and subsequently, the Court held a telephonic hearing
on the request.

After hearing from the parties' counsel, the Court held that the
parties should proceed with the discovery requested by the
Preferred Equity Holders, and that the discovery would be governed
by the Federal Rules of Civil Procedure, not Rule 2004.

Subsequently, counsel for the parties agreed that documents
related to potential claims against Silver Point would be given
top priority.  Thus, Silver Point and the Debtors undertook to
produce in the first instance agreed upon categories of documents
related to potential claims against Silver Point  -- the First
Wave Documents -- and to do so on a rolling basis.

The First Wave Documents produced to date consist of external
communications between Silver Point and the Debtors, and do not
include internal documents, states Mr. Bane.

Silver Point and the Debtors have advised that internal documents
will be produced shortly.

In their "meet and confer" discussions, counsel agreed that
depositions concerning potential claims against Silver Point would
be deferred until the First Wave Documents had been produced.  
Accordingly, no depositions have yet been scheduled.

On Feb. 22, 2007, the Court appointed Andrew Hruska, Esq. as
Examiner, tasked with the investigation of a number of issues,
including any claims of the Debtors against any third parties.

Mr. Hruska must file his report by April 2, 2007.

According to Mr. Bane, the March 6 Investigation Termination Date
set forth in the Final DIP Order, to the extent it applies to the
Examiner, must be extended to at least the April 2 due date for
the completion of the Examiner's report because of three reasons:

   (a) the remaining time before March 6 is insufficient to
       permit the Preferred Equity Holders to complete their
       investigation, assess its results, and to prepare
       appropriate pleadings, if any;

   (b) absent an extension, there likely will be duplicative
       discovery; and

   (c) it makes no sense for the Preferred Equity Holders to be
       forced to decide on what claims, if any, to pursue against
       Silver Point prior to the completion of the Examiner's
       investigation.

It is in the best interest of all concerned for the Preferred
Equity Holders to have the benefit of the Examiner's evidence and
views so that the Preferred Equity Holders may make judgments that
are as fully informed as possible, Mr. Bane explains.

Extending the Investigation Termination Date will not result in
any defaults in the Debtors' credit facilities nor will it require
adjusting any other deadlines -- voting or confirmation -- set by
the Court in these cases, Mr. Bane adds.

                    About Granite Broadcasting

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

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

The Debtors' exclusive period to file a plan expires on April 10,
2007.


GREENWICH CAPITAL: Moody's Holds B3 Rating on Class O Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 18 classes of Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-GG1 as:

   -- Class A-2, $23,815,950, Fixed, affirmed at Aaa
   -- Class A-3, $274,000,000, Fixed, affirmed at Aaa
   -- Class A-4, $296,000,000, Fixed, affirmed at Aaa
   -- Class A-5, $381,830,000, Fixed, affirmed at Aaa
   -- Class A-6, $100,000,000, WAC Cap, affirmed at Aaa
   -- Class A-7, $1,005,555,000, Fixed, affirmed at Aaa
   -- Class XC, Notional, affirmed at Aaa
   -- Class XP, Notional, affirmed at Aaa
   -- Class B, $61,802,000, WAC Cap, upgraded to Aaa from Aa2
   -- Class C, $26,021,000, WAC Cap, upgraded to Aa2 from Aa3
   -- Class D, $52,043,000, WAC, upgraded to A1 from A2
   -- Class E, $32,527,000, WAC, affirmed at A3
   -- Class F, $32,527,000, WAC, affirmed at Baa1
   -- Class G, $26,022,000, WAC, affirmed at Baa2
   -- Class H, $39,032,000, WAC, affirmed at Baa3
   -- Class J, $6,505,000, Fixed, affirmed at Ba1
   -- Class K, $13,011,000, WAC Cap, affirmed at Ba2
   -- Class L, $13,011,000, WAC Cap, affirmed at Ba3
   -- Class M, $9,758,000, WAC Cap, affirmed at B1
   -- Class N, $9,758,000, WAC Cap, affirmed at B2
   -- Class O, $6,506,000, WAC Cap, affirmed at B3

As of the Feb. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5.8%
to $2.5 billion from $2.6 billion at securitization.

The Certificates are collateralized by 125 mortgage loans ranging
in size from less than 1.0% to 6.1% of the pool, with the top 10
loans representing 40.5% of the pool.  The pool includes six
investment grade shadow rated loans, representing 17.2% of the
pool.  Fourteen loans, representing 11.0% of the pool, have
defeased and are collateralized by U.S. Government securities.

The pool has not experienced any realized losses since
securitization and currently there are no loans in special
servicing.  Fourteen loans, representing 11.0% of the pool, are on
the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 95.2% and 84.7%, respectively, of the pool.
Moody's loan to value ratio for the conduit component is 87.3%,
compared to 91.3% at securitization.

The largest shadow rated loan is the 111 Eighth Avenue Loan of
$148.1 million (6.1%), which represents a 33.2% participation
interest in a $445.9 million first mortgage loan.  The loan is
secured by a 2.9 million square foot office and telecom building
located in the Chelsea area of New York City.  The property was
99.2% leased as of November 2006, compared to 90.0% at
securitization.  Major tenants include Google, Sprint and CCH
Legal Information.  The property is also encumbered by a B Note, a
portion of which is the collateral for the non-pooled and Moody's
unrated Classes OEA-B1 and OEA-B2.  The loan sponsors are
Jamestown and the New York Common Retirement Fund.  Moody's
current shadow rating is Baa2, the same as at securitization.

The second shadow rated loan is the Southland Mall Loan of
$85.3 million (3.5%), which is secured by the borrower's interest
in a 1.3 million square foot regional mall located in Hayward,
California.  Anchors include Macy's, J.C. Penney and Mervyn's.  As
of September 2006 the in-line space was 96.1% occupied, compared
to 90.7% at securitization.  The loan sponsor is General Growth
Properties, Inc.  The loan has amortized by approximately 5.0%
since securitization.  Moody's current shadow rating is A3,
compared to Baa1 at securitization.

The third shadow rated loan is the Deerbrook Mall Loan at
$78.9 million (3.2%), which is secured by the borrower's interest
in a 1.2 million square foot regional mall located in the suburban
Houston suburb of Humble, Texas.  As of September 2006 the in-line
space was 96.0% occupied, compared to 91.3% at securitization.  
The center is anchored by Dillard's, Macy's, Sears and J.C.
Penney.  At securitization Mervyn's was a fifth anchor but it
closed in 2005 due to corporate restructuring.  The loan sponsor
is General Growth Properties, Inc.  The loan has amortized by
approximately 6.9% since securitization.  Moody's current shadow
rating is Baa1, compared to Baa2 at securitization.

The fourth shadow rated loan is the Water Tower Place Loan of
$53.6 million (2.2%), which represents a 30.1% participation
interest in a $178.4 million first mortgage loan secured by Water
Tower Place, an eight-story mixed use property located on North
Michigan Avenue in downtown Chicago, Illinois.  The property
totals 822,000 square feet, which includes 728,000 square feet of
retail space and 94,000 square feet of office space.  The retail
space is anchored by Marshall Field's and Lord & Taylor.  The loan
sponsor is General Growth Properties Inc.  Moody's current shadow
rating is A2, compared to A3 at securitization.

The remaining two shadow rated loans comprise 2.3% of the pool.
The DDR Portfolio Loan of $45.6 million (1.9%) is secured by 10
community centers located in eight states.  The portfolio has
demonstrated strong performance and the loan has benefited from
approximately 6.7% amortization since securitization.  Moody's
current shadow rating is A1, compared to A3 at securitization.  
The 222 East 41st Street Loan of $10.0 million (0.4%) is a land
parcel in the Grand Central submarket of Manhattan that is
improved with a 371,000 square foot office building.  Moody's
current shadow rating is Aa2, the same as at securitization.

The top three conduit loans represent 15.3% of the outstanding
pool balance.  The largest conduit loan is the 885 Third Avenue
Loan of $150.0 million (6.1%), which is secured by a 580,000
square foot Class A office building located in midtown Manhattan.
The property was 97.9% leased as of September 2006, essentially
the same as at securitization.  The largest tenants are Latham &
Watkins and MBIA Insurance Corporation.  The loan was structured
with an initial 35-month interest only period.  Moody's LTV is
77.2%, compared to 77.5% at securitization.

The second largest conduit loan is the 660 Madison Avenue Loan of
$119.3 million (4.8%), which is secured by a 267,000 square foot
condominium interest in a 25-story Class A office building located
in midtown Manhattan.  The property was 86.7% leased as of
December 2006, compared to 99.0% at securitization.  Despite the
decrease in occupancy, financial performance has improved since
securitization due to increased rental rates.  The largest tenants
are The Corcoran Group, Dolce & Gabbana and Royal Bank of Scotland
plc.  Moody's LTV is 92.1%, compared to 95.3% at securitization.

The third largest conduit loan is the Aegon Center Loan of
$108.6 million (4.4%), which is secured by a 634,000 square foot
Class A office building located in downtown Louisville, Kentucky.
The property was 95.8% leased as of November 2006, compared to
98.5% at securitization.  Major tenants are Aegon N.V., Frost
Brown Todd and Stites and Harbison.  The loan was structured with
an initial 60-month interest only period.  Despite high occupancy,
the property's performance has weakened since securitization due
to lower rents achieved on lease rollovers.  Moody's LTV is 95.5%,
compared to 94.0% at securitization.

The pool's collateral is a mix of office (43.8%), retail (33.0%),
U.S. Government securities (11.0%), industrial and self storage
(6.8%), multifamily (4.0%) and lodging (1.4%).  The collateral
properties are located in 27 states.  The highest state
concentrations are New York (29.6%), California (16.3%), Texas
(11.1%), Illinois (7.3%) and Virginia (5.8%).  All of the loans
are fixed rate.


GREENWICH CAPITAL: Moody's Cuts Rating on $8MM Class N-SO Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of two classes and affirmed or confirmed
the ratings of seven classes of Greenwich Capital Commercial
Funding Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-FL2 as:

   -- Class B, $17,915,721, Floating, affirmed at Aaa

   -- Class X-1, Notional, affirmed at Aaa

   -- Class C, $26,363,000, Floating, affirmed at Aaa

   -- Class D, $22,736,000, Floating, affirmed at Aaa

   -- Class E, $12,356,000, Floating, affirmed at Aaa

   -- Class F, $22,804,000, Floating, upgraded to Aaa from A1

   -- Class G, $19,519,000, Floating, upgraded to Aa2 from A3

   -- Class H, $14,506,000, Floating, upgraded to A2 from Baa1

   -- Class J, $23,090,000, Floating, confirmed at Baa2

   -- Class K, $10,337,000, Floating, confirmed at Baa3

   -- Class L, $15,673,279 Floating, downgraded to Ba1 from Baa3

   -- Class N-SO, $8,000,000, Floating, downgraded to Ba2 from
      Baa3

The Certificates are collateralized by two senior mortgage loan
participation interests, which comprise 84.7% and 15.3% of the
pool based on current principal balances.  As of the Feb. 7, 2007
distribution date, the transaction's aggregate certificate balance
has decreased by approximately 79.0% to $193.3 million from
$921.7 million at securitization as a result of the payoff of 18
loans initially in the pool.

Classes J, K, L and N-SO were placed on review for possible
downgrade on Dec. 14, 2006 primarily due to the poor performance
of the Southfield Town Center Loan.  Moody's has completed its
review and is upgrading Classes F, G and H due to increased credit
support from loan payoffs.  Moody's is downgrading Classes L and
N-SO due to the Southfield Town Center Loan, as discussed below.
Classes J and K are confirmed.

The Southfield Town Center Loan of $165.0 million (84.7%) is
supported by a four building, 2.1 million square foot Class A
office property located in Southfield, Michigan.  While property
occupancy increased to 78.0% from 72.9% at securitization, net
cash flow remains below Moody's expectations.  Leases signed in
2005 and 2006 averaged approximately $25.50 per square foot,
compared to Moody's expectation of $29.00 per square foot.  The
property is now leased at the approximate market occupancy level
and due to continuing lease expirations and a poor leasing market,
further improvement in occupancy will be challenging.  The loan is
sponsored by BREA III, L.L.C. a fund controlled by the Blackstone
Group. Non-pooled Class N-SO is supported solely by this loan.
Moody's current net cash flow for the property and loan to value
ratio are $22.8 million and 68.6%, respectively.  Moody's current
shadow rating is Ba2, compared to Baa3 at last review.

The Aviation Mall Loan of $28.3 million (15.3%) is secured by a
518,000 square foot regional mall located in Queensbury, New York.
Current collateral occupancy  is 88.9%, compared to 91.5% at
securitization.  Tenant sales are comparable to securitization and
net cash flow meets expectations.  Moody's current shadow rating
is Baa2, the same as at securitization.


GSR MORTGAGE: Fitch Rates $1.6 Mil. Class B-5 Certificates at B
---------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust, series 2007-1F, residential
mortgage pass-through certificates as:

   -- $1,559,876,000 classes 1A-1, 2A-1, through 2A-10, 3A-1
      through 3A-16, 4A-1, 4A-2, and A-X (senior certificates),
      'AAA';

   -- $10,462,000 class M-1 'AA+';

   -- $16,867,000 class B-1 'AA';

   -- $8,032,000 class B-2 'A';

   -- $4,016,000 class B-3 'BBB';

   -- $3,212,000 class B-4 'BB'; and

   -- $1,606,000 class B-5 'B.'

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by the 0.65% class M-1, 1.05% class B-1,
0.50% class B-2, 0.25% class B-3, 0.20% privately offered class
B-4, 0.10% privately offered class B-5, and 0.15% privately
offered class B-6.  Class B-6 is not rated by Fitch.  The ratings
also reflect the quality of the underlying collateral, the
strength of the legal and financial structures, and the master
servicing capabilities of Wells Fargo Bank, N.A., which is rated
'RMS1' by Fitch.

As of the cut-off date, Feb. 1, 2007, the pool of loans consists
of 2,477 fixed-rate mortgage loans, which have 20-year through
30-year amortization terms.  The mortgage pool has an average
unpaid principal balance of $584,169 and a weighted average FICO
score of 744.  The weighted average amortized current
loan-to-value ratio is 67.91%.  Rate/Term and cash-out refinances
represent 17.14 and 36.79%, respectively, of the mortgage loans.
The states that represent the largest geographic concentration of
mortgaged properties are California (42.81%), Florida (8.12%), and
New York (7.87%).  All other states comprise fewer than 5% of
properties in the pool.


GWENCO INC: Files for Chapter 11 Reorganization in Kentucky
-----------------------------------------------------------
Gwenco, Inc., a wholly-owned subsidiary of Quest Minerals & Mining
Corp., has filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy
Court for the Eastern District of Kentucky.

Quest says that Gwnco's filing is an additional step to further
its financial restructuring initiative.

Quest is continuing its efforts to rehabilitate the company's Pond
Creek Mine at Slater's Branch, Kentucky and to recommence mining
operations there.  The reorganization is planned so that there
will be no disruption of these efforts.  The company intends to
seek immediate court approval for debtor-in-possession financing
from holders of its existing debt obligations in order to fund
operating expenses.

Eugene Chiaramonte, Jr., President of Quest, stated, "[W]e have
taken an important step toward creating a stronger Quest.  We have
been conducting a financial restructuring over the last year in
order to us to resume operations at the Pond Creek mine as
Slater's Branch as well as pursue other energy related
opportunities.  We have already successfully renegotiated a
significant portion of our outstanding debt.

"However, it has become apparent to us that this filing was
necessary to protect our assets from claims, debts, judgments,
foreclosures, and forfeitures of those creditors and stakeholders
with whom we were unable to successfully negotiate restructured
agreements.  A formal reorganization should allow us to complete
the financial restructuring process while we continue our efforts
to rehabilitate the Pond Creek mine and recommence mining
operations.  We believe that by taking this action, we can
restructure our financial obligations, obtain new financial
resources, and emerge from this proceeding as a stronger company."

                      About Quest Minerals

Quest Minerals & Mining Corp. (OTCBB: QMMG; Frankfurt: QMN.F)
-- http://www.questmining.net/-- acquires and operates energy and  
mineral related properties in the southeastern part of the United
States.  Quest focuses its efforts on properties that produce
quality compliance blend coal.


GWENCO INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Gwenco, Inc.
        207-15th Street, Suite 4
        Ashland, KY 41101

Bankruptcy Case No.: 07-10081

Type of Business: The Debtor is a wholly owned subsidiary of Quest
                  Minerals & Mining Corp. (OTC BB: QMMG,  
                  Frankfurt: QMN.F), which acquires and operates
                  energy and mineral related properties in the
                  southeastern part of the United States.  Quest
                  focuses its efforts on properties that produce
                  quality compliance blend coal.
                  See http://www.questmining.net/

Chapter 11 Petition Date: February 28, 2007

Court: Eastern District of Kentucky (Ashland)

Debtor's Counsel: Paul Stewart Snyder, Esq.
                  P.O. Box 1067
                  Ashland, KY 41105-1067
                  Tel: (606) 325-5555
                  Fax: (606) 324-1665

Estimated Assets: Less than $10,000

Estimated Debts:  Less than $10,000

The Debtor does not have any creditors who are not insiders.


HANLEY WOOD: $110 Million Add-on Cues S&P to Hold Rating at B
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' bank loan
rating and recovery rating of '3' on the bank facility of Hanley
Wood LLC, following the company's report that it will add
$110 million to its first-lien term loan.  The '3' recovery rating
indicates an expected meaningful recovery of principal in the
event of a default.

At the same time, Standard & Poor's affirmed its existing 'B'
corporate credit rating on Hanley Wood.  The outlook remains
stable.

Pro forma for the proposed add-on term loan, the bank facility
will consist of a $75 million revolving credit facility due 2013
and a $400.9 million term loan B due 2014.  Proceeds from the
proposed add-on term loan will be used to repay $105 million of
existing 12.25% senior subordinated notes, which were previously
unrated.

"The ratings reflect high financial risk resulting from the August
2005 leveraged acquisition of the company, cyclical operating
performance, and limited business diversity," said
Standard & Poor's credit analyst Michael Altberg.

"These factors are only partially offset by the company's good
niche competitive positions in the publishing and exhibition
industries."

Hanley Wood is a leading specialized business-to-business media
company serving the residential and commercial construction
industry.


HOVNANIAN ENT: Discloses Initial Results for Quarter Ended Jan. 31
------------------------------------------------------------------
Hovnanian Enterprises, Inc., disclosed preliminary operating
results for the first quarter ended Jan. 31, 2007.  The company
delivered 3,266 homes in the first quarter, excluding 289 homes in
unconsolidated joint ventures.  Net contracts for the quarter were
2,570, a decrease of 23% from last year's first quarter, excluding
43 homes in unconsolidated joint ventures.

The company expects to incur approximately $90 million of pretax
charges in the first quarter related to its operations in Fort
Myers-Cape Coral, Fla., due to a continued decline in sales pace
and general market conditions, as well as increasing cancellation
rates, during the quarter.

While the exact amount of the charges has not been finalized, the
company estimates that it will incur a pretax impairment charge of
approximately $50 million, comprising the entire remaining balance
of intangibles associated with the acquisition of the company's
Fort Myers-Cape Coral operations in August of 2005, as well as
additional pretax inventory impairment charges in the range of
$40 million related to inventories in this market.  Net of these
charges, the company expects to report a loss for the first
quarter.  These results are preliminary and the company is still
completing its review of financial results and impairment charges.

In addition, the company estimates that it will incur
approximately $8 million of charges related to land impairment and
write-offs of predevelopment costs and land deposits in other
markets during the first quarter.

In the Fort Myers-Cape Coral market, the company primarily targets
homes designed for first-time homebuyers.  This market continues
to face increasing resale listings, including many home listings
that were recently constructed and purchased by investors.  Most
of the company's other markets have been experiencing a reduction
in resale listings over the past few months.

Excluding the Fort Myers-Cape Coral operations, consolidated net
contracts in the first quarter for the company were down 2.3% when
compared to last year's first quarter.  Company-wide,
cancellations for the first quarter were 36% of gross contracts,
an increase from a rate of 35% reported in the fourth quarter of
2006.  However, excluding the results from the company's Fort
Myers-Cape Coral operation, the contract cancellation rate was 29%
for the first quarter of 2007.

The company expects to finalize and release results for the first
quarter ended Jan. 31, 2007, after the close of the New York Stock
Exchange on Thursday, March 8, 2006.

The company will Web cast its first quarter earnings conference
call at 11:00 a.m. ET on March 9, 2006.  In conjunction with its
earnings release, the company expects to update its 2007 guidance
to reflect the charges and operating results for the first quarter
and its expectations for the remaining quarters of the year.

                    About Hovnanian Enterprises

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) was founded in 1959 by Kevork S. Hovnanian, its
chairman.  The company is a homebuilder with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia, and West Virginia.  The company's homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida, and CraftBuilt Homes.  The
company is a member of the Public Home Builders Council of America
and is an adult homebuilder.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Standard & Poor's Ratings Services revised its outlook on
Hovnanian Enterprises Inc. to stable from positive.  At the same
time, the 'BB' corporate credit rating and all outstanding debt
ratings are affirmed.


INTERPUBLIC GROUP: S&P Holds Corporate Credit Rating at B
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Interpublic Group of Cos. Inc., including the 'B' long-term
corporate credit rating and the 'B-3' short-term rating, and
removed the ratings from CreditWatch, where they were placed with
negative implications on March 22, 2006.  The outlook is positive.

The New York-based global advertising agency holding company had
approximately $2.2 billion in debt outstanding as of
Dec. 31, 2006.

"The ratings affirmation reflects our recognition that
Interpublic's business has begun to stabilize and that the company
has resolved a significant number of control deficiencies," said
Standard & Poor's credit analyst Deborah Kinzer.

Stabilization has followed a period of client losses, operating
shortfalls, business restructuring, accounting restatements, and
financial and reporting issues resulting from internal control
weaknesses.

The rating on Interpublic reflects its high leverage, negative
discretionary cash flow, remaining internal control weaknesses,
weak organic growth, and poor profitability compared with peers.
These factors are partially offset by Interpublic's portfolio of
advertising and communications services brands, its broad
geographic and business diversity, and strong cash balances.

The company has remediated a significant number of its internal
control weaknesses, but it continues to work on the remaining
material deficiencies, a task that consumes costs and managerial
time.  Further restructuring or disposal of underperforming
entities is possible.


ITRON INC: Ambassador Thomas S. Foley Retires as Director
---------------------------------------------------------
Itron Inc. reported that Ambassador Thomas S. Foley retired
from the Board of Directors of Itron on Feb. 24, 2007.  Ambassador
Foley advised the Board that he could not participate fully in the
Board's required attendance and deliberative processes.

Ambassador Foley will, however, become a company's consultant and
will advise on international business matters.

                           About Itron

Itron Inc. (NASDAQ: ITRI) -- http://www.itron.com/-- is a    
technology provider and critical source of knowledge to the
global energy and water industries.  Nearly 3,000 utilities
worldwide rely on Itron technology to provide the knowledge they
require to optimize the delivery and use of energy and water.  
Itron creates value for its clients by providing industry-
leading solutions for electricity metering; meter data
collection; energy information management; demand response; load
forecasting, analysis and consulting services; distribution
system design and optimization; web-based workforce automation;
and enterprise and residential energy management.  Effective
April 2006, Itron has acquired Brazil's ELO Tecnologia.  Itron
Tecnologia has offices and a manufacturing assembly facility in
Campinas and offices in Santiago.

                          *     *     *

As reported in the Troubled Company Reporter March 1, 2007,
Standard & Poor's Ratings Services placed its ratings on Itron
Inc.'s corporate credit rating at 'BB-', on CreditWatch
with negative implications.


J.P. MORGAN: Moody's Holds B3 Rating on $2MM Class Q Certificates
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 23 classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-CIBC10 as:

   -- Class A-1A, $440,758,289, Fixed, affirmed at Aaa
   -- Class A-2, $88,686,875, Fixed, affirmed at Aaa
   -- Class A-3, $250,536,000 Fixed, affirmed at Aaa
   -- Class A-4, $180,896,000, Fixed, affirmed at Aaa
   -- Class A-5, $174,874,000, Fixed, affirmed at Aaa
   -- Class A-6, $384,868,000, Fixed, affirmed at Aaa
   -- Class A-J, $117,739,000, WAC Cap, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $61,323,000, WAC Cap, affirmed at Aa2
   -- Class C, $17,170,000, WAC Cap, affirmed at Aa3
   -- Class D, $14,717,000, WAC Cap, affirmed at A1
   -- Class E, $17,171,000, WAC Cap, affirmed at A2
   -- Class F, $22,076,000, WAC Cap, affirmed at A3
   -- Class G, $26,982,000, WAC, affirmed at Baa1
   -- Class H, $22,076,000, WAC, affirmed at Baa2
   -- Class J, $26,982,000, WAC, affirmed at Baa3
   -- Class K, $4,905,000, WAC Cap, affirmed at Ba1
   -- Class L, $7,359,000, WAC Cap, affirmed at Ba2
   -- Class M, $12,265,000, WAC Cap, affirmed at Ba3
   -- Class N, $4,905,000, WAC Cap, affirmed at B1
   -- Class P, $7,359,000, WAC Cap, affirmed at B2
   -- Class Q, $2,453,000, WAC Cap, affirmed at B3

As of the Feb. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 2.5%
to $1.9 billion from $2.0 billion at securitization.  The
Certificates are collateralized by 202 mortgage loans ranging in
size from less than 1.0% to 5.3% of the pool, with the top 10
loans representing 25.3% of the pool.  The largest loan in the
pool is shadow rated investment grade.  Three loans, representing
3.3% of the pool balance, have defeased and are collateralized by
U.S. Government securities.  The largest defeased loan is the
Meadows Business Park Loan of $38.0 million (2.0%) which at
securitization was shadow rated Baa2.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing.  Thirty five
loans, representing 13.2% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for approximately 100.0% and 93.4%,
respectively, of the pool.  Moody's loan to value ratio for the
conduit component is 93.0%, compared to 93.5% at securitization.  
Although the overall performance of the pool has been stable since
securitization, the pool has experienced increased LTV dispersion.  
Based on Moody's analysis, 32.4% of the pool has an LTV greater
than 100.0%, compared to 19.4% at securitization.

The shadow rated loan is the Highland Hotel Portfolio Loan of
$102.2 million (5.3%), which is secured by four full service
hotels located in Boston, Northern New Jersey, Long Island and
Atlanta.  The hotels total 1,687 guestrooms.  The performance of
each of the hotels has improved since securitization.  RevPAR for
calendar year 2006 was $89.92, compared to $75.76 at
securitization.  The Hilton Hotel in New Jersey has recently been
renovated and one wing, consisting of 148 rooms, is being
converted to a Hampton Inn.  The conversion will diversify the
customer base and also reduce overall operating costs at the
property.  The loan sponsor is Highland Hospitality, a self
advised hotel REIT.  The loan benefits from a 25-year amortization
schedule and has amortized by approximately 3.8% since
securitization.  Moody's current shadow rating is Baa2, compared
to Baa3 at securitization.

The top three conduit loans represent 9.2% of the outstanding pool
balance.  The largest conduit loan is the Continental Plaza Loan
of $88.0 million (4.6%), which is secured by three office
buildings and a retail center located along Route 4 in Hackensack,
New Jersey.  The property totals 639,000 square feet. Occupancy
has dropped to 81.0% as of December 2006 from 90.5% at
securitization.  The current occupancy is in-line with the
market's overall occupancy.  The loan matures in September 2009
and is interest only for its entire term.  The loan sponsors
include Morgan Stanley Real Estate Funds and Wafra Investments.
Moody's LTV is in excess of 100.0%, compared to 99.9% at
securitization.

The second largest conduit loan is the ABB Building Loan of
$50.0 million (2.6%), which is secured by a 469,000 square foot
Class A suburban office building located in Houston, Texas.  The
property is 100.0% leased to ABB Inc., a subsidiary of ABB, Ltd.,
which guarantees the lease.  The lease expiration is coterminous
with the loan maturity, which is November 2009.  The loan is
interest only for its entire term.  Moody's LTV is 94.5%, the same
as at securitization.

The third largest conduit loan is the Sherman Town Center Loan of
$38.1 million (2.0%), which is secured by the borrower's interest
in a 678,000 square foot retail center located approximately
65 miles north of the Dallas CBD in Sherman, Texas.  The center is
anchored by Target, Home Depot, Wal-Mart Supercenter and Belk's.
None of the anchors are part of the collateral.  The center is
99.0% occupied, the same as at securitization.  The largest tenant
is Hobby Lobby which occupies 22.8% of the property under a lease
that expires in April 2019.  Performance has declined slightly due
to increased expenses.  Moody's LTV is in excess of 100.0%,
compared to 99.0% at securitization.

The pool's collateral is a mix of office and mixed use (29.6%),
retail (26.1%), multifamily (24.5%), industrial and self storage
(8.8%), lodging (7.7%) and U.S. Government securities (3.3%).  The
collateral properties are located in 39 states.  The highest
concentrations are Texas (10.3%), New York (10.2%), New Jersey
(8.2%), Florida (7.8%) and California (6.0%).  All of the loans
are fixed rate.


JAMES GAYLER: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: James C. Gayler, III
        P.O. Box 301
        West Milford, NJ 07480  

Bankruptcy Case No.: 07-12159

Chapter 11 Petition Date: February 16, 2007

Court: District of New Jersey

Judge: Morris Stern

Debtor's Counsel: Kim R. Lynch, Esq.
                  Forman Holt & Eliades LLC
                  218 Route 17
                  North Rochelle Park, NJ 07662
                  Tel: (201) 845-1000
                  Fax: (201) 845-9112

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
Department of Treasury-IRS               $115,511
15 New Sadbury Street
Government Plaza
Boston, Massachusetts 02203

State of New Jersey                      $62,794
Division of Taxation
Compliance Activity
Trenton, New Jersey 098695

William Muller, Sr.                      $25,000
630 North Broadway
Yonkers, New York 10701

William Muller, Jr.                      $15,000

Susan Steele                             $14,000

MiddleBrooks Shapiro                     $13,796
Nachbar & Pflumm

New Jersey Division of                   $5,355
Taxation

Office of the United States                $250
Trustee


JAMES RIVER: Completes Senior Secured Debt Refinancing
------------------------------------------------------
James River Coal Company has completed the refinancing of its
existing Senior Secured Debt facilities with new credit facilities
with Morgan Stanley Senior Funding, Inc., and GE Commercial
Finance - Corporate Lending.

Morgan Stanley Senior Funding, Inc., provided 100% of the
principal amount and acted as sole lead arranger of these
facilities:

   -- $60 million in a term letter of credit facility, maturing on
      Feb. 26, 2013.

   -- $40 million in a term loan facility, maturing on Feb. 26,
      2013.

GE Corporate Lending provided 100% of the revolving line of credit
up to $35 million, including a $10 million letter of credit
subfacility, which matures on Feb. 26, 2012.  There have been no
borrowings against this facility.

The new credit facilities replace the company's existing
$90 million facility, of which approximately $80 million was
currently utilized.  The new credit facilities contain financial
covenants that are usual and customary for financings of this
kind, including, without limitation, financial covenants covering
minimum EBITDA, maximum capital expenditures, and maximum total
funded indebtedness.

               Expiration of Asset Sale Agreement

The company also disclosed that the agreement to sell the assets
of its Bell County Coal Corporation subsidiary has expired.  The
company and the purchaser discussed extending the closing date,
contingent upon achievement of mutually agreed upon definitive
milestones in the purchaser's financing and closing process and
other conditions to assure a timely closing.  However, the parties
were not able to agree on these conditions.

                     About James River Coal

Headquartered in Richmond, Virginia, James River Coal Company
(NASDAQ: JRCC) -- http://www.jamesrivercoal.com/-- mines,  
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                         *     *     *

The company's 9-3/8% Senior Notes due 2012 carry Moody's Investors
Service's Caa3 rating and Standard & Poor's CCC rating.


JAMES RIVER: Bell County Unit Sale Agreement Expires
----------------------------------------------------
James River Coal Company disclosed that the agreement to sell the
assets of its Bell County Coal Corporation subsidiary has expired.  

The company said that it discussed with the purchaser regarding
extending the closing date, contingent upon achievement of
mutually agreed upon definitive milestones in the purchaser's
financing and closing process and other conditions to assure a
timely closing.  However, the parties were not able to agree on
these conditions.

                     About James River Coal

Headquartered in Richmond, Virginia, James River Coal Company
(NASDAQ: JRCC) -- http://www.jamesrivercoal.com/-- mines,  
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                         *     *     *

The company's 9-3/8% Senior Notes due 2012 carry Moody's Investors
Service's Caa3 rating and Standard & Poor's CCC rating.


JTG & SONS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: JTG & Sons Scaffolding, Inc.
        47 Redmont Road
        Watchung, NJ 07069

Bankruptcy Case No.: 07-12839

Chapter 11 Petition Date: March 1, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: John F. Bracaglia, Jr.
                  Cohn, Bracaglia & Gropper, P.C.
                  275 East Main Street
                  P.O. Box 1094
                  Somerville, NJ 08876
                  Tel: (908) 526-1131
                  Fax: (908) 526-1275

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


KEOKUK HOSPITAL: Moody's Cuts Rating on $6.8 Million Bonds to B3
----------------------------------------------------------------
Moody's Investors Service has downgraded Keokuk Area Hospital's
debt rating to B3 from Ba3.  This action affects approximately
$6.8 million of outstanding Series 1998 revenue bonds issued by
the City of Keokuk.  The outlook remains negative.

The multinotch downgrade reflects KAH's deteriorating and very
thin liquidity position and prolonged trend of weak operating
performance.

Moody's expects unrestricted cash will decline further in fiscal
year 2007 after debt service payments, capital spending, and
annual transfers from KAH to other affiliates of the Keokuk Health
System, Inc.

The Series 1998 bonds are secured by a gross revenue pledge of
KAH.  KAH is the only member of the obligated group.  KAH is a
member of KHS.  KAH represents approximately 72% of KHS total
assets.  Other affiliates of KHS include: Organized Delivery
System, Inc., a health plan that covers approximately 1,100 lives;
Tri-State Medical Group, a local physician practice; and Keokuk
Area Medical Equipment and Supply, Inc.

The downgrade follows a review of KAH's audited FY 2006 financial
statements, which indicate weakened operating performance and
continued deterioration of already very thin liquidity ratios.  In
FY 2006, KAH recorded an operating loss of $1.1 million and
operating cash flow of $700.  Performance was stronger in FY 2005,
when KAH recorded an operating income of $907,000 (2.8%) and
operating cash flow of $2.7 million (8.3%).  The weaker
performance in FY 2006 is due to reduced inpatient admissions and
surgery volumes, which contributed to KAH showing a 5% decline in
operating revenue in 2006.  The volume loss is due to a general
surgeon leaving the medical staff, the retirement of an
obstetrician, and a shift in some volumes from inpatient to
outpatient procedures.  The poor volume trends are risks Moody's
believes are often characteristic of hospitals in small rural
areas with a weak demographic profile and contributes to the
year-to-year variability in financial performance.

Due to poor cash flow generation, KAH's debt measures weakened in
FY 2006. Debt-to-cash flow increased to a very high 17.1x in FY
2006 from 4.2x in FY 2005.  Likewise, maximum annual debt service
coverage decreased to a weak 0.9x from a better 2.2x.

KAH's cash position continues to deteriorate and is a material
credit concern.  Unrestricted liquidity at fiscal year end 2006
measured $1.6 million, down from $1.9 million at FYE 2005.  As a
result, cash on hand declined to a very thin 19 days from 23 days
while cash-to-debt weakened to 17% from 19%.  Even with
expectations of better performance in FY 2007, Moody's anticipates
that liquidity will decline further in FY 2007, absent material
improvement in cash flow generation, after debt service payments
($834,000), annual subsidies to other KHS system affiliates are
made ($1.1 million in FY 2006), and capital spending are factored.
Moody's notes that KAH maintains a debt service reserve fund of
$1.1 million.  In addition to the Series 1998 bonds outstanding,
KAH has a line of credit outstanding of $1.2 million.

KAH's capital spending has been low for a number of years, which
is a credit concern.  Over the past five years, KAH has spent on
average approximately $500,000 per year on capital, far below
depreciation expense.  Consequently, Moody's believes that KAH
will need to increase capital spending in order to maintain
physical plant, which would constrain liquidity further.
Outlook

The negative outlook reflects Moody's concern that prolonged weak
operating performance will result in stressing already very thin
liquidity ratios.


KOPPERS HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $92.4 Mil.
-----------------------------------------------------------------
Koppers Holdings Inc. reported net income of $15.2 million on
sales of $1.159 billion for the year ended Dec. 31, 2006, compared
with net income of $9.9 million on sales of 1.03 billion for the
year ended Dec. 31, 2005.  Fiscal year sales were positively
impacted by $55.8 million of sales related to the acquisition of
certain assets of Reilly Industries and increased pricing for most
product lines.

The increase in net income was due to higher pricing and
$5.2 million of non-conventional fuel tax credits in 2006, along
with $4.6 million of pre-tax legal and restructuring charges in
the prior year period, which more than offset $25.3 million of
pre-tax charges relating primarily to the Feb. 6, 2006, initial
public offering, plant and benefit restructuring and the loss on
sale of Alorton.

Net income for the quarter ended Dec. 31, 2006, increased to
$3.8 million as compared to $500,000 in the prior year quarter.
Net income for the quarter benefited from higher chemicals pricing
and synergies related to the Reilly Industries transaction.  

The company's sales for the fourth quarter ended Dec. 31, 2006,
increased to $282.6 million, as compared to $262.3 million for the
prior year quarter.  This increase was a result of higher sales in
the Carbon Materials & Chemicals segment, which increased 22
percent, or $33.1 million.  

Commenting on the quarter and year 2006, President and CEO Walter
W. Turner said, "We are very pleased with our fourth quarter and
year 2006 results, which have exceeded expectations despite
unforeseen conditions regarding the availability of coal tar.  The
fourth quarter and year 2006 results also reflect the synergies
derived from the Reilly transaction.  Looking ahead, we are
optimistic about 2007 as we anticipate a full year of benefits
from the Reilly transaction, additional sales and profit as a
result of the expansion of our carbon black plant in Australia,
and the beginning of construction of our new joint venture in
China.  We continue to benefit from strong demand within our
primary end markets, aluminum and railroads, as well as our focus
on enhancing cash flow and our strict adherence to safety, health
and environmental regulations."

At Dec. 31, 2006, the company's balance sheet showed
$649.4 million in total assets, $729.6 million in total
liabilities, and $12.2 million in minority interest, resulting in
a $92.4 million total stockholders' deficit.

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

                           Net Cash Flows

As of Dec. 31, 2006, the company had $24.4 million of cash and
cash equivalents and $61.2 million of unused revolving credit
availability for working capital purposes after restrictions by
various debt covenants and certain letter of credit commitments.

Net cash provided by operating activities for the year ended
Dec. 31, 2006, was $31.6 million, compared with $58.1 million for
the previous year.  The decrease was due primarily to the payment
of a call premium of $10.1 million for the redemption of
$101.7 million of the Senior Secured Notes, $1.1 million of bond
consent fees, $3 million for the buyout of the advisory services
agreement with Saratoga Partners, the company's former majority
equity owner, and $2.6 million for the New Zealand Commerce
Commission settlement.

Net cash used in investing activities increased to $71.2 million
for the year ended Dec. 31, 2006, from net cash used in investing
activities of $28.3 million in 2005, primarily as a result of the
Reilly acquisition, capital expenditures related to the Lambson
Speciality Chemicals Limited acquisition in the United Kingdom,
and the carbon black facility expansion in Australia.

Net cash provided by financing activities was $38 million for the
year ended Dec. 31, 2006, compared to net cash used in financing
activities of $44.7 million during 2005, primarily due to proceeds
of $121.8 million from the issuance of stock in the company's
initial public offering.  The proceeds of said IPO was used to
redeem $101.7 million of the Senior Secured Notes due 2013, to pay  
a related call premium of $10.1 million, and to pay $9.6 million
of stock issuance expenses related to the offering.

                           About Koppers

Headquartered in Pittsburgh, Pennysylvania, Koppers Holdings Inc.
(NYSE: KOP) -- http://www.koppers.com/-- is a global integrated  
producer of carbon compounds and treated wood products.  Including
its joint ventures, Koppers operates facilities in the United
States, United Kingdom, Denmark, Australia, China, the Pacific Rim
and South Africa.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2006,
Moody's Investors Service affirmed its B1 Corporate Family Rating
for Koppers Holdings.  


LAMAR ADVERTISING: Moody's Holds Ba2 Rating & Says Outlook is Neg.
------------------------------------------------------------------
Moody's Investors Service affirmed Lamar Advertising Company's Ba2
corporate family rating and changed the outlook to negative from
stable following the company's report of a special dividend of
approximately $325 million and a new stock repurchase program of
up to $500 million of Lamar's Class A common stock to be
repurchased over the next 24 months.  The new share repurchase
program is in addition to the $100.7 million of repurchase
capacity available at Dec. 31, 2006 under the company's August
2006 stock repurchase plan.

In addition, Moody's affirmed all ratings at Lamar Advertising
Company and its subsidiary, Lamar Media Corporation and downgraded
Lamar's SGL rating from SGL-1 to SGL-2 given the diminished
liquidity while the company funds its dividend and share
repurchase program.

The change in outlook reflect the company's increased debt to
EBITDA leverage and weaker free cash flow to debt and fixed charge
coverage pro-forma for the completion of the share repurchase
program and the dividend payment.  

Moody's concerns relate to the company's appetite for incremental
leverage to return capital to shareholders while it continues its
digital deployment.  In addition, the ratings reflect Lamar's
on-going acquisition activity and the inherent cyclicality of the
advertising business balanced by Lamar's size, its geographically
diverse outdoor portfolio, strong EBITDA margins and underlying
asset value.

Ratings affirmed:

   * Lamar Advertising Company

      -- Corporate Family Rating, Ba2
      -- Probability-of-default rating, Ba2
      -- 2 7/8% convertible notes due 2010 - B1, LGD6, 94%

   * Lamar Media Corporation

      -- Secured revolver, Baa3, from LGD2, 20% to LGD2, 19%

      -- Secured term loan, Baa3, from LGD2, 20% to LGD2, 19%

      -- 7 1/4% senior subordinated notes due 2013, Ba3, from
         LGD5, 71% to LGD4, 70%

      -- 6 5/8% senior subordinated notes due 2015, Ba3, from
         LGD5, 71% to LGD4, 70%

      -- Senior unsecured shelf, Baa3 (from LGD 2, 20% to LGD 2,
         19%)

      -- Senior subordinated shelf, Ba3 (from LGD 5, 71% to LGD 4,
         70%)

      -- Preferred shelf, B1 (from LGD 6, 90% to LGD 5, 90%)

Downgraded:

   * Lamar Advertising Company

      -- Speculative Grade Liquidity Assessment, from SGL-1 to
         SGL-2

The outlook is negative.

Based in Baton Rouge, Louisiana, Lamar Advertising Company is a
leading owner and operator of outdoor advertising structures in
the U.S. and Canada.


LEUCADIA NATIONAL: Moody's Rates Proposed $600 Mil. Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Leucadia
National Corporation's proposed $600 million offering of senior
notes due 2017.  The notes are being offered only to qualified
institutional buyers under Rule 144A of the Securities Act of
1933.  

Concurrently, Moody's lowered its ratings on the company's
subordinated debt, and revised the outlook on the company's senior
and subordinated debt ratings to negative, from stable.  Moody's
also issued first-time Corporate Family and Probability of Default
Ratings, as well as Loss Given Default Assessments to all of
Leucadia National's rated outstanding debt, including the current
offering.

Proceeds from the offering are expected to be applied toward the
funding of a joint venture between Leucadia National and Jefferies
Group, Inc., who yesterday announced plans to expand and
restructure the operation of its high yield secondary market
business into an entity to be called Jefferies High Yield Trading,
LLC.  Pursuant to the agreement, Leucadia National and Jefferies
will increase their respective investments to $600 million.  The
investments will be in a new holding company that will own the
Company, to be called Jefferies High Yield Holdings, LLC.  
Holdings would provide for additional capital investments from
third party investors through a fund or funds to be managed by
Jefferies of up to $800 million in the aggregate over time.

Moody's Ba2 rating on the senior notes due 2017 is based on the
senior ranking of these instruments -- which are pari passu with
Leucadia National's other outstanding senior unsecured debt, on
their priority of claim relative to the company's subordinated
debt, and on the company's fundamental credit profile.

Moody's ratings on Leucadia National are -- and over time have
been -- largely influenced by the company's opportunistic
acquisition-based strategic profile, a consideration that
substantially impacts an evaluation of the company's long-term
credit strength.  In particular, in identifying possible
acquisitions, Leucadia tends to seek assets and companies that are
out of favor or troubled and, as a result, are selling
substantially below the values Leucadia believes to be present.
Leucadia concentrates on return on investment and cash flow to
maximize long-term shareholder value.  

Notwithstanding the risks to creditors related to such a strategy,
Leucadia has over time been largely successful in its
acquisition/divestiture-based strategy, as reflected in part in
its substantial and increased book value and its success in
building a substantial cash position.

Moody's expects that Leucadia will continue to manage its
portfolio of companies through acquisitions and divestitures,
including joint venture opportunities such as the current
initiative with Jefferies, especially in light of the high level
of cash at the holding company.  Moody's evaluation of the impact
of future acquisitions on Leucadia's ratings will consider both
the quality of the specific target as well as the structure of any
such transaction.  Furthermore, as the rating significantly
benefits from the current strong liquidity position of the
company, a substantial reduction in this liquidity position could
place further downward pressure on the rating.

According to Moody's, the downgrade of Leucadia National's
subordinated debt is prompted primarily by the increased leverage
profile of the company, following the completion of the present
securities offering, and by the addition of a meaningful amount of
senior unsecured debt to the company's capital structure, which
has the potential to place increased cash flow demands on the
company's subsidiaries and -- under the application of Moody's
Loss Given Default (LGD) approach -- has the effect of reducing
the expected recovery rate for subordinated creditors in the event
of default.  The LGD assessments are being assigned to Leucadia
National Corporation, and to each of its rated debts, in
accordance with the corporate finance group practices.

Commenting on its decision to revise the outlook on Leucadia
National's ratings to negative, from stable, Moody's noted that
the current debt offering and new Jefferies venture will
measurably increase the company's financial leverage profile,
which in turn has the potential to place added pressure on the
coverage of interest and other recurring corporate expenses.

Moody's noted that its current debt ratings for Leucadia National
favorably consider the company's currently strong consolidated
cash and liquidity position, and the financial flexibility that it
affords.  However, a material weakening of the underlying earnings
or cash flow strength at the subsidiary level, or further
acquisitions or dividends to shareholders, could significantly
reduce the holding company's liquidity position and could lead to
a rating downgrade.  Conversely, a strengthened subsidiary
earnings profile and improved cash flow generation, along with
reduced volatility in the performance of the subsidiaries and a
sustained strong holding company liquidity position would likely
lead to a reduction in the volatility of cash-coverage measures,
and could lead to a stabilization of the rating outlook.

Moody's said that in either case, however, absent Leucadia
National's sizeable holding company liquidity position, the
company's ratings would likely be lower.

Moody's has taken the following rating actions on the various debt
instruments of Leucadia National Corporation, and on the issuer
itself.  The outlook for the ratings is negative.

   -- $600 million, Senior Notes, due 2017, assigned Ba2, LGD3,
      44%;

   -- $376 million, 7% Senior Notes, due 2013, affirmed at Ba2,
      LGD3, 44%;

   -- $100 million, 7.75% Senior Notes, due 2013, affirmed at Ba2,
      LGD3, 44%;

   -- $350 million, 3.75% Senior Convertible Notes, due 2014,
      downgraded to B1, LGD5, 88% from Ba3;

   -- $98 million, Junior Subordinated Deferrable Interest
      Debentures, downgraded to B1, LGD6, 95% from Ba3;

   -- Corporate Family Rating, assigned Ba2;

   -- Probability of Default Rating, assigned Ba2.

Leucadia National Corporation, based in New York City, is a
diversified holding company engaged in a variety of businesses,
including manufacturing, real estate activities, medical product
development, winery operations and residual banking and lending
activities that are in run-off.  The company also owns equity
interests in operating businesses and investment partnerships
which are accounted for under the equity method of accounting,
including gaming entertainment, land based contract oil and gas
drilling, real estate activities and development of a copper mine
in Spain.  For the full year 2006, the company reported net income
of $189 on total consolidated revenues and other income of
$863 million, and as of Dec. 31, 2006, the company reported total
assets of $5.3 billion and shareholders' equity of $3.9 billion.


LEVI STRAUSS: New Debt Agreement Cues Fitch to Hold Low-B Ratings
-----------------------------------------------------------------
Fitch affirms the ratings on Levi Strauss & Co. as:

   -- Issuer Default Rating 'B';
   -- $650 million asset-based loan 'BB/RR1'; and
   -- $1.8 billion unsecured notes 'BB-/RR2'.

Fitch also expects to rate Levi's new senior unsecured term loan
'BB-/RR2'.  The Rating Outlook is Positive.

The rating actions follows Levi's report that it has entered into
a binding agreement for a new 7-year, $325 million senior
unsecured term loan facility with Banc of America Securities and
Goldman Sachs Credit Partners L.P.  The proceeds from the new term
loan, combined with cash on hand of approximately $69 million,
will be used to redeem its $380 million floating rate notes due
2012 and pay related fees.  The floating rate notes become
callable on April 1, 2007 at a price of 102% of par, and the
company intends to issue a redemption notice to redeem the notes.
This transaction reduces Levi's debt maturities in 2012 and is
expected to reduce the company's annual interest expense.  Pro
forma debt as of Nov. 26, 2006 and corresponding adjusted
leverage, measured by total adjusted debt to EBITDAR, will remain
near current levels.

The ratings reflect Levi's strengthened credit profile, resulting
from improvements made to streamline its business and focus on
product mix and a more premium offering across its operating
segments.  Also considered is Levi's well known brand name,
geographic diversity, and good liquidity position, offset by high
debt balances and the competitive operating environment of the
denim and casual bottoms market.  Fitch expects that further
rating improvement is possible if positive sales trends continue,
and this is reflected in the Positive Rating Outlook.

Fitch derives recovery values and recovery ratings from an
analysis and valuation of Levi's operations.  The 'RR1' recovery
rating assigned to Levi's $550 million secured asset-based bank
facility, which is secured by a first priority lien on domestic
receivables and inventory, is based on Fitch's expectation that
this piece of debt would receive full recovery in a distressed
scenario.  Availability under this facility is dependent upon the
level of Levi's domestic accounts receivable, inventory, and cash
and cash equivalents.  The recovery for the senior unsecured debt
would be good at 71-90%, and therefore Fitch has assigned a 'RR2'
rating to this class of debt.


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

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

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

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

Assigned:

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

Upgraded:

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

   * Various Senior Unsecured Notes: to B2 from B3

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


LIGAND PHARMA: Sells AVINZA to King Pharmaceuticals for $295 Mil.
-----------------------------------------------------------------
Ligand Pharmaceuticals Incorporated completed the sale of AVINZA
and associated assets to King Pharmaceuticals Inc., in exchange
for cash and royalties.  Ligand received $295 million in cash at
the closing from King.  The net cash amount represents a purchase
price of $246 million, which includes certain inventory-related
adjustments, plus approximately $49 million in reimbursement of
payments to Organon and others.

Ligand reported that $15 million are set aside in an escrow
account of the net cash proceeds to fund potential indemnity
claims by King under the purchase agreement between the companies.  
There will be post-closing fees and expenses associated with the
deal.

With the closing of the transaction, Ligand's remaining commercial
operations have transferred to King.  Ligand is evaluating methods
of returning cash to the shareholders from this and previous asset
sales by Ligand.  

"The completion of the sale of AVINZA represents a major step in
the transformation of Ligand into a highly focused R&D and royalty
driven pharmaceutical company," said John L. Higgins, President
and Chief Executive Officer. "The proceeds from the sale of AVINZA
will give us the opportunity to return cash to our shareholders
and future royalties from AVINZA will support our research
programs as we advance our product pipeline."

In addition to the cash consideration, King will pay Ligand a
15% royalty during the first 20 months after the closing of
the asset sale.  Subsequent royalty payments will be based upon
calendar year net sales.  If King's calendar year net sales are
less than $200 million, the royalty payment will be 5% of King's
sales for that year.  If King's sales are between $200 million and
$250 million, then the royalty payment will be 10% of sales.  If
sales exceed $250 million, the royalty will be 10% of sales up
to $250 million and 15% of sales above $250 million.

King also assumed future royalty payments owed to Organon and all
other existing AVINZA royalty obligations.

Ligand Pharmaceuticals Incorporated (NASDAQ:LGND)
-- http://www.ligand.com/-- discovers, develops and markets new  
drugs that address critical unmet medical needs of patients in the
areas of cancer, pain, skin diseases, men's and women's hormone-
related diseases, osteoporosis, metabolic disorders, and
cardiovascular and inflammatory diseases.  Ligand's proprietary
drug discovery and development programs are based on gene
transcription technology, primarily related to intracellular
receptors.

                          *     *     *

At Sept. 30, 2006, Ligand Pharmaceuticals Incorporated's balance
sheet showed stockholders' deficit of $251.1 million compared to a
$238.5 million stockholders' deficit at June 30, 2006.


LOADING ZONE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: The Loading Zone, Inc.
        6990 Seminole Boulevard
        Seminole, FL 33772

Bankruptcy Case No.: 07-01613

Chapter 11 Petition Date: March 1, 2007

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Marshall G. Reissman, Esq.
                  5150 Central Avenue
                  St. Petersburg, FL 33707
                  Tel: (727) 322-1999
                  Fax: (727) 327-7999

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


MALDEN MILLS: Court OKs Sale of Business to Chrysalis for $44 Mil.
------------------------------------------------------------------
Malden Mills Industries Inc. obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to sell its business
to Chrysalis Capital Partners LLC for $44 million plus assumed
liabilities, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Jan. 24, 2007,
Chrysalis Capital Partners was the only "stalking horse bidder"
for Malden Mills over Gordon Brothers Group.  The Debtors' board
of directors had previously approved the sale of the company to
Gordon Brothers.

Gordon Brothers had asked for a $1.2 million breakup fee and up to
$700,000 in expenses whereas Chrysalis only wanted $500,000 in
expense reimbursement.

Headquartered in Lawrence, Massachusetts, Malden Mills Industries,
Inc. -- http://www.polartec.com/-- develops, manufactures, and
markets Polartec(R) performance fabrics.  Polartec(R) products
range from lightweight wicking base layers to insulation to
extreme weather protection and are utilized by the best clothing
brands in the world.  In addition, Polartec(R) fabrics are used
extensively by all branches of the United States military,
including the Army, Navy, Marine Corps, Air Force, and Special
Operations Forces.  The company also has operations in Germany,
Spain, France and the U.K.

The company filed for chapter 11 protection on Nov. 29, 2001
(Bankr. Mass. Case No. 01-47214).

The company and four of its affiliates filed for their second
chapter 11 petitions on Jan. 10, 2007 (Bankr. D. Del. Case Nos.
07-10048 through 07-10052).  Laura Davis Jones, Esq., and Michael
Seidl, Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub,
PC, represent the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets between
$1 million to $100 million and estimated debts of more than $100
million.  The Debtors' exclusive period to file a chapter 11 plan
expires on May 10, 2007.


MALETTE INT'L: To File Proposal Under Bankruptcy & Insolvency Act
-----------------------------------------------------------------
Malette International Inc., a wholly-owned subsidiary of Malette
Industries Inc. filed a notice of intention to file a proposal to
its creditors under the Bankruptcy and Insolvency Act on Feb. 26,
2007.

The filing of the notice will provide International with a thirty-
day period to file its proposal.  Ernst & Young has been appointed
to act as trustee.  International has not been in operation since
the closure of its plant in East Farnham at the end of December
2006.

In addition, on February 27, 2007, the National Bank of Canada,
the principal creditor of Malette Hardwood Flooring Inc., another
operating subsidiary of Malette Industries, obtained a judgment
from the Superior Court of Quebec appointing an interim receiver.  
Malette Harwood Flooring has not been in operation since the
closure of its plant in Chambly on February 23, 2007.

On February 2, 2007, the Autorite des marches financiers(Quebec)
and certain other securities regulatory authorities issued a cease
trade order over all securities of Malette Industries for its
failure to file its financial statements for the year ended
September 30, 2006.

Effective March 1, 2007, Hubert Marleau, Jean-Luc Lavigne and
Mazen Haddad have resigned from the board of directors of Malette
Industries and Patsie Ducharme has resigned as CFO.  Gilles
Malette, Gaston Malette and Denis Malette remain on Industries'
board of directors.  The board of directors is currently reviewing
all available options with a view to preserve the value of the
business and assets as it assesses alternatives to satisfy its
creditors.

                   About Malette Industries

Malette Industries Inc. (TSX VENTURE: MLT) through its wholly-
owned subsidiaries is involved in the manufacturing and
distribution of hardwood flooring products, principally for the
construcction and renovation markets.


MITCHELL INT'L: Moody's Cuts Corporate Credit Rating to B from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Diego, California-based Mitchell International Inc.
to 'B' from 'B+', and removed the rating from CreditWatch, where
it was placed on Feb. 20, 2007, with negative implications.  

At the same time, Standard & Poor's affirmed its 'B+' rating, with
a recovery rating of '3', on Mitchell's existing $145 million
senior secured bank facility, which consists of a $10 million
revolving credit facility and a $135 million term loan.

"The lowering of the corporate credit rating reflects our
expectation for a substantial increase in operating lease-adjusted
total debt to EBITDA following the acquisition of Mitchell by an
investment group led by Aurora Capital Group,"  said
Standard & Poor's credit analyst Ben Bubeck.  

The affirmation of the 'B+' bank loan rating reflects the fact
that Mitchell's existing creditors do not bear the additional risk
inherent in the new capital structure, as existing debt will be
refinanced as part of the transaction.

Upon the closing of this transaction, all ratings on Mitchell will
be withdrawn, as there will be no publicly rated debt outstanding.
   
The ratings on Mitchell reflect its narrow product focus within a
niche marketplace, customer concentrations, and high debt
leverage.  These are only partly offset by a largely recurring
revenue base supported by intermediate-term customer contracts,
high barriers to entry, and solid operating margins, allowing for
modest free operating cash flow generation.

Mitchell provides information services and technology solutions
designed to automate and optimize the automobile insurance claims
process.  The company's operations are divided into two primary
categories: auto physical damage, and auto injury products.


NELLSON NUTRACEUTICAL: First Lien Creditors Oppose Proposed Pact
----------------------------------------------------------------
An informal committee of first-lien creditors in Nellson
Nutraceutical Inc.'s chapter 11 case together with the U.S.
Trustee for Region 3 opposed the Debtor's proposed settlement with
a group of creditors and the company's controlling shareholder,
Bill Rochelle of Bloomberg News reports.

According to the source, the informal first-lien creditors
committee argues that the case is "now being run by, and for the
exclusive benefit of" the second-lien creditors and Fremont
Capital Investors VII LLC, a private equity fund in San Francisco
that controls the Debtor's stock.

The settlement, Mr. Rochelle relates, would allow Fremont to
retain 2% of the stock in the Reorganized Debtor and give it a
release from any claims brought by the Debtor.  

The first-lien creditors and the U.S. Trustee find those
settlement terms improper.

The agreement is expected to facilitate confirmation of the
Debtor's plan of reorganization.

                     Business Valuation Trial

As reported in the Troubled Company Reporter on Feb. 6, 2007,
the Debtor sought a valuation proceeding to determine the
"enterprise value" of the company in order for the Debtor to
develop and file a Chapter 11 reorganization plan.

To conduct the valuation, the Debtor hired its own valuation
expert, while three different creditor groups, including UBS AG -
Stanford Branch as agent for the Debtor's secured lenders, each
hired its own independent expert.  The four experts based each of
their valuations on the company's May 2006 long-term business
plan, using valuation methodologies to determine the company's
enterprise value.

According to the 105-page opinion of the Honorable Christopher S.
Sontchi of the U.S. Bankruptcy for the District of Delaware,
evidence presented at the 23-day valuation trial "overwhelmingly
established that the Debtor's business plan had been manipulated
at the direction of and in cooperation with the Debtor's
controlling shareholder to bolster the value of Debtor's business
solely for the purposes of this litigation."

Judge Sontchi also reprimanded the expert hired by the Debtor and
disqualified his valuation, which was $60 to $90 million higher
than that of the other valuation experts.

In his Jan. 18, 2007 opinion, Judge Sontchi valued the company at
$320 million, which was significantly less that what the Debtors
had asserted and not enough for Fremont to maintain its equity
stake in the company.

                  About Nellson Nutraceutical

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Lawyers at Young,
Conaway, Stargatt & Taylor, LLP, represent an informal committee
of which General Electric Capital Corporation and Barclays Bank
PLC are members.  In its Schedules of Assets and Liabilities filed
with the Court, Nellson Nutraceutical reports $312,334,898 in
total assets and $345,227,725 in total liabilities when it filed
for bankruptcy.


NEP SUPERSHOOTERS: Acquisition Cues Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service withdrew all ratings on NEP
Supershooters, L.P., following its disclosure that American
Securities Capital Partners, LLC, has acquired a majority equity
interest in the company from Apax Partners, LP and Spectrum Equity
Investors.

These are the rating actions:

   * NEP Supershooters, L.P.

      -- Corporate Family Rating, Withdrawn, previously rated B1

      -- Senior Secured First Lien Bank Credit Facility Rating,
         Withdrawn, previously rated Ba3

      -- Senior Secured Second Lien Bank Credit Facility Rating,
         Withdrawn, previously rated B3


NORTEL NETWORKS: Restating Financials Due to Calculation Errors
---------------------------------------------------------------
Nortel Networks Corporation is delaying the filing with the U.S.
Securities and Exchange Commission of its annual report on Form
10-K for the year ended Dec. 31, 2006 and its corresponding
filings under Canadian securities laws.

The company has identified certain errors primarily through
discussions with Nortel's North American pension and post-
retirement plan actuaries and through Nortel's ongoing remediation
efforts with respect to its previously reported internal control
deficiencies.  As a result, Nortel and its principal operating
subsidiary Nortel Networks Limited will restate their financial
results for 2004, 2005 and the first nine months of 2006, and will
make adjustments to periods prior to 2004.

"This restatement has no material impact to our fourth quarter
2006 operating expectations or performance," Peter Currie, Nortel
executive vice president and CFO, said.  "During 2006, we have
implemented significant remedial measures and other actions to
address our internal control weaknesses.  This has resulted in a
substantial reduction of control weaknesses as at yearend and
represents a major milestone in our journey toward consistent,
reliable and timely financial reporting.  We will conclude the
restatement and complete our regulatory filings within the timely
filer period."

"Nortel made tremendous progress advancing its business
transformation plan in 2006, and the announcement does not slow
our progress or divert our focus," Mike Zafirovski, Nortel
president and CEO, said.  "Our expected fourth quarter results
show measurable operating and financial improvements.  We are a
stronger, more competitive company today and we will continue to
drive our progress into 2007 and beyond."

The restatement will primarily correct third party actuarial
calculation errors embedded in Nortel's North American pension and
post-retirement plans and revenue incorrectly recognized in prior
periods that should have been deferred to later periods.  These
matters have been fully discussed with the Staff of the SEC
including as part of the company's responses to staff comments on
Nortel's periodic filings with the SEC.

The company currently expects revisions to its previously reported
2006 nine month results resulting in increases in revenues and
improvements in net earnings of approximately $24 million and
$15 million, respectively, as well as revisions to its previously
reported 2005 and 2004 financial results reflecting reductions in
revenue of approximately $28 million and $33 million and increases
in net loss of approximately $87 million and $42 million,
respectively.  With respect to financial results prior to 2004,
the company currently expects revisions reflecting negative
impacts on revenue of approximately $27 million and negative
impacts on net earnings of approximately $5 million, in the
aggregate.

The company expects to file its and NNL's 2006 Form 10-K by no
later than March 16, 2007.

       Preliminary Results for Fourth Quarter Performance

Fourth quarter 2006 revenues are expected to be approximately
$3.32 billion, up 10.2% from $3.01 billion for the same period in
2005.  Gross margin in the quarter is expected to be at slightly
above 40% of revenue, with a strong contribution from the LG joint
venture and CDMA, up from 38.8% in the fourth quarter of 2005.

Cash as at Dec. 31, 2006 was approximately $3.50 billion, up about
$900 million from Sept. 30, 2006.  This includes approximately
$300 million of gross proceeds from the sale of certain assets and
liabilities of the UMTS Access business to Alcatel-Lucent.

                           Restatement

As a result of the previously announced pension plan changes,
third party actuarial firms retained by the company performed re-
measurements of the U.S. and Canadian pension and post-retirement
plans in the third quarter of 2006, at which time one of these
firms discovered potential errors (generally originating in the
late 1990s) in the historical actuarial calculations they had
originally performed on the U.S. pension plan assets.

Throughout the fourth quarter of 2006 and into 2007, the company
investigated these potential errors, including a review by the
company and its third party actuaries of each of the company's
significant pension and post-retirement benefit plans.  As a
result of this review, the company determined that it had
understated its historical pension expense with respect to the
U.S. and Canadian plans by approximately $104 million across
several years and currently expects a negative impact to its
previously reported 2006 nine months pension expense and net
earnings of approximately $18 million and revisions to its
previously reported financial results for 2005 and 2004 reflecting
an increased pension expense and increases in net loss of $48
million and $40 million, respectively.  For periods prior to 2004,
these errors are expected to positively impact pension expense and
net earnings by approximately $2 million, in the aggregate.

As a result of the significant ongoing remedial efforts to address
Nortel's internal control material weaknesses and other
deficiencies, the company also expects to correct for additional,
individually immaterial errors identified throughout 2006.  These
errors related mainly to revenue recognition errors with revenue
having generally been recognized prematurely in prior years when
it should have been deferred and recognized in later periods.

The company expects revisions to its previously reported 2006 nine
months results reflecting positive impacts on revenue of
approximately $24 million and a reduction of net loss of
approximately $33 million, and revisions to its previously
reported 2005 and 2004 financial results reflecting negative
impacts on revenue of approximately $28 million and $33 million,
and on net loss of approximately $39 and $2, respectively.  For
periods prior to 2004, these errors are expected to negatively
impact revenue by approximately $27 million and net earnings by
approximately $7 million, each in the aggregate.

                       Restatement Impact

As a result of the breach or anticipated breach of certain
provisions of NNL's $750 million support facility with Export
Development Canada related to the required restatement by NNL of
certain of its prior period results, absent a waiver, EDC will
have the right to refuse to issue additional support and to
terminate its commitments under the Support Facility, subject to
a 30 day cure period with respect to certain provisions.  As at
Feb. 28, 2007, there was approximately $144 million of outstanding
support under the Support Facility.  NNL will request a waiver
from EDC to permit continued access to the Support Facility.  
There can be no assurance that NNL will receive such a waiver.  
The company expects to file its and NNL's 2006 Form 10-Ks within
the cure period.

As the company expects to file its 2006 Form 10-K within the
15-day period permitted by Rule 12b-25, and NNL expects to file
its 2006 Form 10-K by the applicable March 31, 2007 deadline, it
is anticipated that the delay will not result in a breach or
anticipated breach of provisions with respect to Nortel's
outstanding indebtedness and related indentures.

                           About Nortel

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology   
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.  
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

                          *     *     *

Nortel Network's 4-1/4% Convertible Senior Notes due Sept. 1, 2008
carry Moody's Investors Service's and Standard & Poor's single-B
ratings.


NRG ENERGY: 2006 Net Income Increases to $621 Million
-----------------------------------------------------
NRG Energy, Inc., filed its annual financial statements for the
year ended Dec. 31, 2006, with the Securities and Exchange
Commission on Feb. 28, 2007.

The company's total operating revenues were $5.62 billion for the
year ended Dec. 31, 2006, as compared with $2.43 billion for the
year ended Dec. 31, 2005, an increase of $3.19 billion.

Net income for the year 2006 was $621 million, up from $84 million
for the year 2005.

Cost of operations for 2006 was $3.27 billion, as compared with
$1.83 billion for 2005, an increase of $1.43 billion.  The
company's annual depreciation and amortization expense for 2006
and 2005 was $593 million and $162 million, respectively.  Its
general, administrative and development costs for 2006 were
$316 million, as compared with $181 million in the previous year.
General, administrative and development costs were adversely
impacted by $6 million of costs associated with the unsolicited
acquisition offer by Mirant Corp. and about $14 million of NRG
Texas integration costs.

Equity earnings from the company's investments in unconsolidated
affiliates were $60 million for the year ended Dec. 31, 2006, down
from $104 million for the prior-year.  

During 2006, the company sold its interests in James River and
Cadillac, as well as interests in certain Latin American power
funds for a pre-tax loss of $6 million, a pre-tax gain of
$11 million, and a pre-tax gain of $3 million, respectively.

Refinancing expenses incurred in 2006 and 2005 were $187 million
and $65 million, respectively.  In the first quarter 2006, the
company partially financed the acquisition of Texas Genco LLC
through borrowings under new debt facilities and repaid and
terminated previous debt facilities.  As a result of this
financing, it incurred $178 million of refinancing expenses.

Interest expense for the year ended Dec. 31, 2006, was
$599 million, as compared with $184 million for the year ended
Dec. 31, 2005.  Income tax expense was $325 million and
$47 million for the years ended Dec. 31, 2006, and 2005,
respectively.

For the years ended Dec. 31, 2006, and 2005, the company recorded
income from discontinued operations, net of income tax expense of
$66 million and $12 million, respectively.

The company's balance sheet as of Dec. 31, 2006, showed
$19.435 billion in total assets, $13.529 billion in total
liabilities, $1 million in minority interests, $247 million
in outstanding convertible perpetual preferred shares, and
$5.658 billion in total stockholders' equity.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1aa9

    About NRG Energy, Inc.

Headquartered in Princeton, New Jersey, NRG Energy, Inc.
(NYSE:NRG) owns and operates power generating facilities,
primarily in Texas and the northeast, south central and western
regions of the U.S.  It also owns generating facilities in
Australia, Brazil, and Germany.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Fitch Ratings assigned a rating of 'B+/RR3' on NRG Energy's
issuance of $1.1 billion senior notes due 2011.  

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Standard & Poor's Rating Services affirmed its 'B+' corporate
credit on NRG Energy Inc.  S&P says the outlook is stable.

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Service affirmed NRG Energy Inc.'s Preferred
stock rating at B2, LGD 6, 98%, and assigned a B1 rating to $1.1
billion of senior unsecured notes (LGD 5, 77%).


OCEANIA CRUISE: Refinancing Risk Prompts Moody's Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed Oceania Cruise Holdings B2 CFR,
and changed the rating outlook of Oceania and related entities to
negative.  Oceania reported it has entered into a strategic
partnership with Apollo Management L.P. in a transaction valued at
approximately $850 million, including the assumption of debt.  The
transaction will likely trigger the change of control in the bank
agreement requiring Oceania to refinance its existing bank
facilities.   

The negative outlook reflects refinancing risk, as well as,
uncertainties regarding the form and use of Apollo's investment
and its impact on Oceania's capital structure, and future growth
strategy, including the possibility that the company could order
new ships and increase debt.

Moody's last rating action occurred on Oct. 18, 2006, when Oceania
was assigned a corporate family rating of B2 to Oceania Cruise
Holdings, Inc. and the associated loss given default rating LGD4,
50%.

Oceania Cruise Holdings, Inc. owns three passenger identical
cruise ships that each have 698 berths operating under the brand
name of Oceania Cruises.  The Company targets the upper premium
segment of the cruise industry with destination-oriented cruises
that maximize on-shore activities.  Oceania's principal areas of
operation include the Mediterranean, Northern Europe, South
America, the Caribbean and the Far East.  The Company was formed
in 2002 and began operating in 2003 when it entered into a charter
arrangement to operate the first of three ships.  Oceania is
headquartered in Miami, Florida.


OCWEN RESIDENTIAL: Moody's Junks Rating Class B5-A Certificates
---------------------------------------------------------------
Moody's Investors Service has downgraded two certificates, issued
by Ocwen Residential MBS Corporation in 1998.  The certificates
are secured by seasoned re-performing loans.  The two subordinate
certificates are being downgraded because the performance of the
underlying loans relative to expected future losses in the
underlying pool is low in light of the current rating level.

These are the rating actions:

   * Ocwen Residential MBS Corporation, Mortgage Pass-Through
     Certificates

   * Downgrades:

      -- Series 1998-R2; Class B4-A, downgraded to B2 from Ba2.
      -- Series 1998-R2; Class B5-A, downgraded to Caa2 from B2.


OI EUROPEAN: Fitch May Rate New EUR300 Million Senior Notes at B
----------------------------------------------------------------
Fitch expects to rate OI European Group B.V.'s, a subsidiary of
Owens-Illinois, Inc., new senior unsecured notes 'B/RR3' upon the
successful completion of the offer.  All of the company's other
ratings remain unchanged.

Owens-Illinois, Inc.:

   -- Issuer Default Rating 'B-';
   -- Senior unsecured notes 'CCC+/RR5'; and
   -- Preferred stock 'CCC/RR6'.

Owens Brockway Glass Container Inc.

   -- IDR 'B-';
   -- Senior secured credit facilities 'BB-/RR1';
   -- Senior Secured Notes 'BB-/RR1'; and
   -- Senior Unsecured Notes 'B/RR3'.

The Rating Outlook is Stable.  The company currently has about
$5.2 billion of total rated debt.

The new notes are expected to be EUR300 million and will be issued
by OI European Group B.V., an indirect subsidiary of Owens
Brockway Glass Container Inc., which is an indirect subsidiary of
Owens-Illinois, Inc., the ultimate parent company.  The new notes
will be guaranteed on a senior basis by the same guarantors as for
the senior secured credit facility and will rank equal in right of
payment to the senior unsecured debt held at OB.  Fitch therefore
considers the new notes to be of similar credit risk as the
existing OB senior unsecured class.  Proceeds from the offering
will be used to repay borrowings under the secured credit
agreement.  The company has about $300 million of senior unsecured
debt maturing in May 2007 held at OI, which will likely be
refinanced with the credit facility.

The Recovery Ratings and notching of the debt tranches reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
analysis is based on a going-concern valuation which exceeds the
estimated liquidation value.  This results in expected recovery in
the 91%-100% range for the senior secured credit facilities at OB,
expected recovery in the 91%-100% range for the senior secured
debt at OB, expected recovery in the 51%-70% range for the senior
unsecured notes at OB and OI European Group B.V., expected
recovery in the 11%-30% range for the senior unsecured notes at OI
given their structural subordination, and expected recovery in the
0%-10% range for preferred equity.

Under certain scenarios using Fitch's recovery methodology the new
notes and the existing OB unsecured notes could experience lower
recovery than the current 'RR3' category suggests.  However, the
recovery rating is not being changed at this time because Fitch
believes that the most likely scenarios will leave the overall
credit profile unchanged.  The potential sale of OI's plastics
segment is also considered in the expected 'B/RR3' rating of the
new notes.  OI is currently reviewing strategic alternatives for
this segment, which generated operating profits of $115 million in
2006.  Depending on the use of the proceeds, the potential sale of
the plastics segment could have a meaningful impact on the
company's credit metrics, and the company's ratings or outlook
could be positively affected if a transaction is executed.

The ratings are supported by the company's leading market
positions, global footprint, technology leadership, and long-term
customer relationships with large, stable customers.  New asbestos
claims and asbestos cash payments continue to decline steadily.
O-I has also improved its working capital management.  With the
company's second quarter 2006 bank facility refinancing, liquidity
has improved, the need for currency hedging has been reduced and
interest expense has been lowered.  Although cash flows have been
declining, the company has ample liquidity and modest debt
maturities in the near-term.  Fitch views the appointment of a new
CEO in December 2006 as a potentially favorable development, which
could bring meaningful change to OI's operating strategy.

Increasing energy costs and other cost inflation are primary
concerns.  Although O-I has made progress on improving price,
reducing costs, and boosting productivity, raw materials and
energy inflation have more than offset these gains in recent
quarters.  High leverage continues to be a key rating factor, and
free cash flow has been minimal or negative in the past three
years.  Although total debt has declined by 11.5% from fiscal-year
2003 to FY2006 and gross debt to EBITDA has declined from 5.2x to
4.5x, the company's cash flow has deteriorated.  Cash from
operations for the same period has fallen from $353 million to
$150 million due to rising costs, increased taxes, fees and
premiums associated with a recent refinancing and note repurchase,
and a change in accounting treatment for receivables
securitization.  Adjusted for the accounting change, FY2006
operating cash flow was $278 million, or 21% lower than FY2003
operating cash flow.

Fitch's Recovery Ratings, introduced in 2005, are a relative
indicator of creditor recovery on a given obligation in the event
of a default.


OI EUROPEAN: Moody's Rates New EUR300 Million Senior Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to OI European
Group BV, a subsidiary of Owens-Illinois, Inc., new
EUR300 million senior unsecured notes.

Initially, the proceeds will be used to repay revolving debt,
which will then be used to fund the maturity of the $300 million
8.1% senior unsecured notes held at Owens-Illinois, Inc. due
May 15, 2007.  Concurrently, Moody's affirmed the ratings of
parent Owens-Illinois, Inc.  The rating outlook is stable.

The B2 corporate family rating is constrained by weak free cash
flow over the past two fiscal years and the large debt maturities
in the intermediate term.  The ratings are supported by O-I's size
and scale as measured by revenues and their leading market
position.  Additionally, margins, leverage and interest coverage
are in line with the rating category.  Moody's expects the
company's new strategic initiatives to have a positive impact on
the company.

The ratings are also subject to the finalization of the indenture
for the EUR300 million senior unsecured notes held at OI European
Group BV due March 31, 2017.

The B2 Corporate Family Rating and stable outlook contemplate an
improvement in free cash flow generation in the intermediate term
stemming from improvements in operating efficiency, a decline in
working capital needs and improved pricing and inflation cost
recovery.  The outlook also anticipates that the company will
maintain an adequate liquidity cushion.

Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc., through
its subsidiaries, is one of the world's largest global
manufacturers of glass containers and is also a leading
manufacturer of healthcare packaging including prescription
containers and medical devices, and closures including
tamper-evident caps and dispensing systems.   For the twelve
months ended Dec. 31, 2006, O-I had revenue of approximately
$7.4 billion.


OVERSEAS SHIPHOLDING: To Acquire Heidmar Lightering Business
------------------------------------------------------------
Overseas Shipholding Group, Inc. has entered into an agreement
in principle to acquire the Heidmar Lightering business from
Heidmar Inc., a subsidiary of Morgan Stanley Capital Group Inc.

The operation, a fleet of four International Flag Aframax
tankers and two U.S. Flag workboats, provides crude oil
lightering services to refiners, oil companies and trading
companies primarily in the U.S. Gulf.  The business manages a
portfolio of one-to-three year fixed rate cargo contracts.  
Under the agreement, OSG will acquire the lightering fleet,
which is time chartered-in to one of Heidmar Inc.'s
subsidiaries, including a 50% residual interest in two
specialized lightering Aframax tankers.

"Adding lightering to the OSG Aframax, Panamax and VLCC business
creates a very strong combination by enhancing service and on
time performance to our customers and bringing logistical
benefits to our fleet," stated Mats Berglund.

The agreement is subject to certain conditions, including
entering into definitive documentation.  The lightering
operation will add synergies and expand OSG's already
significant Aframax cargo and logistical system in the Atlantic
basin.  In addition, it provides opportunities to serve U.S.
West Coast customers with lightering service using OSG's
Panamax tankers.

"After closing this transaction, OSG will add West Coast and
U.S. Gulf Coast lightering operations to our already strong
position in Delaware Bay on the East Coast."  Berglund continued,
"In line with OSG's balanced growth strategy, lightering services
provides stable revenue from established contracts and customers."

Jim Enright, 45, will continue to lead the team of office staff
and mooring masters out of Houston.  Mr. Enright will report to
Mats Berglund, Senior Vice President and Head of  OSG's Crude
Tanker unit.

                   About Overseas Shipholding

Headquartered in New York, Overseas Shipholding Group, Inc.
(NYSE:OSG) -- http://www.osg.com/-- is one of the largest   
publicly traded tanker companies in the world with an owned,
operated and newbuild fleet of 117 vessels, aggregating 13.0
million dwt and 865,000 cbm, as of June 30, 2006.  As a market
leader in global energy transportation services for crude oil
and petroleum products in the U.S. and International Flag
markets, the company is committed to setting high standards of
excellence for its quality, safety and environmental programs.
OSG is recognized as one of the world's most customer-focused
marine transportation companies, with offices in New York,
Athens, London, Newcastle and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2006,
Moody's Investors Service affirmed the debt ratings of Overseas
Shipholding Group, Inc.'s Senior Unsecured at Ba1.  The outlook
has been changed to stable from negative.


OVERSEAS SHIPHOLDING: Earns $113.3 Mil. in Quarter Ended Dec. 31
----------------------------------------------------------------
Overseas Shipholding Group, Inc. reported net income for the
quarter ended Dec. 31, 2006 of $113.2 million on total shipping
revenues of $259.7 million.  For the comparable quarter of 2005,
the company reporter net income of $113.7 million on total
shipping revenues of $283.3 million.

For the years ended Dec. 31, 2006 and 2005, the company had a net
income of $392.6 million and $464.8 million, respectively.  Total
shipping revenues were $1 billion for 2006 and 2005.

At Dec. 31, 2006, the company had $4.2 billion in total assets,
$2 billion in total liabilities, resulting to $2 billion in total
stockholders' equity.

For the fiscal year ended Dec. 31, 2006, the company reported an
increase in Time Charter Equivalent revenues to $992.8 million
from $961.7 million in 2005.  The increase was principally due to
increases in average daily TCE rates for VLCCs and Handysize
Product Carriers, partially offset by an 888-day decrease in
revenue days.

In the fiscal year 2006, the company acquired Maritrans on
Nov. 28, 2006, adding 444 revenue days and $11.8 million of TCE
revenues in the quarter.  It also repurchased 313,500 shares, or
$18.5 million, under its $300 million share repurchase program.  

On Feb. 26, 2007, the company announced an agreement in principle
to acquire Heidmar Lightering business from Heidmar Inc., a
subsidiary of Morgan Stanley Capital Group, Inc.

The current quarter benefited from gains on vessel sales and sale
of securities of $53.1 million, as compared with $5.4 million in
the same period a year ago.  Of the $53.1 million, $28.4 million
was associated with the sale of the Majestic Unity and
$24.7 million related principally to gains from liquidating
security positions in the Capital Construction Fund.

"Investment and expansion in each of our market segments has
resulted in significant value creation for OSG shareholders,"
Morten Arntzen, president and chief executive officer, stated.

"The delivery of two LNG carriers in the second half of this year,
each of which will commence 25-year charters transporting natural
gas to the U.K., begins a new era for OSG in the gas segment.  We
are very excited about our prospects for the future," Mr. Arntzen
added.

Income from vessel operations was $98.1 million in the fourth
quarter of 2006, as compared with $118.1 million in the same
period a year earlier.  For the quarter ended Dec. 31, 2006, total
operating expenses decreased $3.6 million to $161.6 million from
$165.2 million, in the corresponding quarter in 2005.

                        Business Highlights

Future revenues associated with noncancelable time charters as of
Dec. 31, 2006, excluding time charters entered by the pools in
which OSG participates and the Gas segment, totaled $1.2 billion,
up from $746.1 million as of Dec. 31, 2005. This amount
represented 37,669 revenue days.

OSG purchased 313,500 shares at an average price of $59.09 per
share through Dec. 31, 2006, under the $300 million share
repurchase program authorized by the company's Board of Directors
in June 2006.

On Jan. 23, 2007, OSG sold 4.6 million shares of common stock of
Double Hull Tankers, Inc. (NYSE: DHT) in a registered public
offering and expects a gain from sales of approximately
$15 million in the first quarter of 2007.  As a result, OSG's
beneficial ownership of DHT's common stock is 8,751,500 shares.

On Feb. 9, 2007, the Board declared a $0.25 per share dividend to
stockholders of record on Feb. 23, 2007, payable on March 8, 2007.

               Fleet Metrics and Corporate Statistics

As of Dec. 31, 2006, OSG's owned or operated fleet totaled 103
International Flag and U.S. Flag vessels, as compared with 89 at
Dec. 31, 2005.  The company owned 60 vessels as of Dec. 31, 2006,
as compared with 50 vessels in 2005.  Updates on most vessels
under construction can be found in the Fleet section of
www.osg.com.

At year-end, the Company had 3,980 employees, as compared with
3,437 employees at year-end 2005.

                        Financial Profile

During 2006, stockholders' equity increased by $331.3 million to
$2.2 billion and liquidity, including undrawn bank facilities,
increased to more than $2.1 billion at Dec. 31, 2006.  Total long-
term debt as of Dec. 31, 2006 was $1.3 billion compared with
$965.7 million at Dec. 31, 2005.

                   About Overseas Shipholding

Headquartered in New York, Overseas Shipholding Group, Inc.
(NYSE:OSG) -- http://www.osg.com/-- is one of the largest   
publicly traded tanker companies in the world with an owned,
operated and newbuild fleet of 117 vessels, aggregating 13.0
million dwt and 865,000 cbm, as of June 30, 2006.  As a market
leader in global energy transportation services for crude oil
and petroleum products in the U.S. and International Flag
markets, the company is committed to setting high standards of
excellence for its quality, safety and environmental programs.
OSG is recognized as one of the world's most customer-focused
marine transportation companies, with offices in New York,
Athens, London, Newcastle and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2006,
Moody's Investors Service affirmed the debt ratings of Overseas
Shipholding Group, Inc.'s Senior Unsecured at Ba1.  The outlook
has been changed to stable from negative.


OWENS BROCKWAY: Fitch Holds Issuer Default Rating at B-
-------------------------------------------------------
Fitch expects to rate OI European Group B.V.'s (a subsidiary of
Owens-Illinois, Inc. (O-I)) new senior unsecured notes 'B/RR3'
upon the successful completion of the offer.  All of the company's
other ratings remain unchanged.

Owens-Illinois, Inc.:

   -- Issuer Default Rating 'B-';
   -- Senior unsecured notes 'CCC+/RR5'; and
   -- Preferred stock 'CCC/RR6'.

Owens Brockway Glass Container Inc.

   -- IDR 'B-';
   -- Senior secured credit facilities 'BB-/RR1';
   -- Senior Secured Notes 'BB-/RR1'; and
   -- Senior Unsecured Notes 'B/RR3'.

The Rating Outlook is Stable.  The company currently has about
$5.2 billion of total rated debt.

The new notes are expected to be EUR300 million and will be issued
by OI European Group B.V., an indirect subsidiary of Owens
Brockway Glass Container Inc., which is an indirect subsidiary of
Owens-Illinois, Inc., the ultimate parent company.  The new notes
will be guaranteed on a senior basis by the same guarantors as for
the senior secured credit facility and will rank equal in right of
payment to the senior unsecured debt held at OB.  Fitch therefore
considers the new notes to be of similar credit risk as the
existing OB senior unsecured class.  Proceeds from the offering
will be used to repay borrowings under the secured credit
agreement.  The company has about $300 million of senior unsecured
debt maturing in May 2007 held at OI, which will likely be
refinanced with the credit facility.

The Recovery Ratings and notching of the debt tranches reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
analysis is based on a going-concern valuation which exceeds the
estimated liquidation value.  This results in expected recovery in
the 91%-100% range for the senior secured credit facilities at OB,
expected recovery in the 91%-100% range for the senior secured
debt at OB, expected recovery in the 51%-70% range for the senior
unsecured notes at OB and OI European Group B.V., expected
recovery in the 11%-30% range for the senior unsecured notes at OI
given their structural subordination, and expected recovery in the
0%-10% range for preferred equity.

Under certain scenarios using Fitch's recovery methodology the new
notes and the existing OB unsecured notes could experience lower
recovery than the current 'RR3' category suggests.  However, the
recovery rating is not being changed at this time because Fitch
believes that the most likely scenarios will leave the overall
credit profile unchanged.  The potential sale of OI's plastics
segment is also considered in the expected 'B/RR3' rating of the
new notes.  OI is currently reviewing strategic alternatives for
this segment, which generated operating profits of $115 million in
2006.  Depending on the use of the proceeds, the potential sale of
the plastics segment could have a meaningful impact on the
company's credit metrics, and the company's ratings or outlook
could be positively affected if a transaction is executed.

The ratings are supported by the company's leading market
positions, global footprint, technology leadership, and long-term
customer relationships with large, stable customers.  New asbestos
claims and asbestos cash payments continue to decline steadily.
O-I has also improved its working capital management.  With the
company's second quarter 2006 bank facility refinancing, liquidity
has improved, the need for currency hedging has been reduced and
interest expense has been lowered.  Although cash flows have been
declining, the company has ample liquidity and modest debt
maturities in the near-term.  Fitch views the appointment of a new
CEO in December 2006 as a potentially favorable development, which
could bring meaningful change to OI's operating strategy.

Increasing energy costs and other cost inflation are primary
concerns.  Although O-I has made progress on improving price,
reducing costs, and boosting productivity, raw materials and
energy inflation have more than offset these gains in recent
quarters.  High leverage continues to be a key rating factor, and
free cash flow has been minimal or negative in the past three
years.  Although total debt has declined by 11.5% from fiscal-year
2003 to FY2006 and gross debt to EBITDA has declined from 5.2x to
4.5x, the company's cash flow has deteriorated.  Cash from
operations for the same period has fallen from $353 million to
$150 million due to rising costs, increased taxes, fees and
premiums associated with a recent refinancing and note repurchase,
and a change in accounting treatment for receivables
securitization.  Adjusted for the accounting change, FY2006
operating cash flow was $278 million, or 21% lower than FY2003
operating cash flow.

Fitch's Recovery Ratings, introduced in 2005, are a relative
indicator of creditor recovery on a given obligation in the event
of a default.


OWENS-ILLINOIS: Fitch Holds Issuer Default Rating at B-
-------------------------------------------------------
Fitch expects to rate OI European Group B.V.'s (a subsidiary of
Owens-Illinois, Inc. (O-I)) new senior unsecured notes 'B/RR3'
upon the successful completion of the offer.  All of the company's
other ratings remain unchanged.

Owens-Illinois, Inc.:

   -- Issuer Default Rating 'B-';
   -- Senior unsecured notes 'CCC+/RR5'; and
   -- Preferred stock 'CCC/RR6'.

Owens Brockway Glass Container Inc.

   -- IDR 'B-';
   -- Senior secured credit facilities 'BB-/RR1';
   -- Senior Secured Notes 'BB-/RR1'; and
   -- Senior Unsecured Notes 'B/RR3'.

The Rating Outlook is Stable.  The company currently has about
$5.2 billion of total rated debt.

The new notes are expected to be EUR300 million and will be issued
by OI European Group B.V., an indirect subsidiary of Owens
Brockway Glass Container Inc., which is an indirect subsidiary of
Owens-Illinois, Inc., the ultimate parent company.  The new notes
will be guaranteed on a senior basis by the same guarantors as for
the senior secured credit facility and will rank equal in right of
payment to the senior unsecured debt held at OB.  Fitch therefore
considers the new notes to be of similar credit risk as the
existing OB senior unsecured class.  Proceeds from the offering
will be used to repay borrowings under the secured credit
agreement.  The company has about $300 million of senior unsecured
debt maturing in May 2007 held at OI, which will likely be
refinanced with the credit facility.

The Recovery Ratings and notching of the debt tranches reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
analysis is based on a going-concern valuation which exceeds the
estimated liquidation value.  This results in expected recovery in
the 91%-100% range for the senior secured credit facilities at OB,
expected recovery in the 91%-100% range for the senior secured
debt at OB, expected recovery in the 51%-70% range for the senior
unsecured notes at OB and OI European Group B.V., expected
recovery in the 11%-30% range for the senior unsecured notes at OI
given their structural subordination, and expected recovery in the
0%-10% range for preferred equity.

Under certain scenarios using Fitch's recovery methodology the new
notes and the existing OB unsecured notes could experience lower
recovery than the current 'RR3' category suggests.  However, the
recovery rating is not being changed at this time because Fitch
believes that the most likely scenarios will leave the overall
credit profile unchanged.  The potential sale of OI's plastics
segment is also considered in the expected 'B/RR3' rating of the
new notes.  OI is currently reviewing strategic alternatives for
this segment, which generated operating profits of $115 million in
2006.  Depending on the use of the proceeds, the potential sale of
the plastics segment could have a meaningful impact on the
company's credit metrics, and the company's ratings or outlook
could be positively affected if a transaction is executed.

The ratings are supported by the company's leading market
positions, global footprint, technology leadership, and long-term
customer relationships with large, stable customers.  New asbestos
claims and asbestos cash payments continue to decline steadily.
O-I has also improved its working capital management.  With the
company's second quarter 2006 bank facility refinancing, liquidity
has improved, the need for currency hedging has been reduced and
interest expense has been lowered.  Although cash flows have been
declining, the company has ample liquidity and modest debt
maturities in the near-term.  Fitch views the appointment of a new
CEO in December 2006 as a potentially favorable development, which
could bring meaningful change to OI's operating strategy.

Increasing energy costs and other cost inflation are primary
concerns.  Although O-I has made progress on improving price,
reducing costs, and boosting productivity, raw materials and
energy inflation have more than offset these gains in recent
quarters.  High leverage continues to be a key rating factor, and
free cash flow has been minimal or negative in the past three
years.  Although total debt has declined by 11.5% from fiscal-year
2003 to FY2006 and gross debt to EBITDA has declined from 5.2x to
4.5x, the company's cash flow has deteriorated.  Cash from
operations for the same period has fallen from $353 million to
$150 million due to rising costs, increased taxes, fees and
premiums associated with a recent refinancing and note repurchase,
and a change in accounting treatment for receivables
securitization.  Adjusted for the accounting change, FY2006
operating cash flow was $278 million, or 21% lower than FY2003
operating cash flow.

Fitch's Recovery Ratings, introduced in 2005, are a relative
indicator of creditor recovery on a given obligation in the event
of a default.


OWNIT MORTGAGE: Gets OK to Sell 54 Mortgages to C-BASS for $4 Mil.
------------------------------------------------------------------
Ownit Mortgage Solutions Inc. obtained authority from the U.S.
Bankruptcy Court for the Central District of California to sell
54 mortgages to Credit-Based Asset Servicing and Securitization
LLC for $4 million, Bill Rochelle of Bloomberg News reports.

C-BASS was the lead and only bidder in the February 22 auction on
the Debtor's mortgages.

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Ownit sought Court authority 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 were due on 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.


PACIFIC LUMBER: Panel Wants Scopac Declared Single Asset Debtor
---------------------------------------------------------------
The Ad Hoc Committee of Timber Noteholders in Pacific Lumber
Company and its debtor-affiliates' bankruptcy cases, asks the
United States Bankruptcy Court for the Southern District of Texas
to:

   (a) determine that Scotia Pacific Company LLC is a single asset  
       real estate debtor; and

   (b) require Scopac to comply with requirements of Section
       362(d)(3) of the Bankruptcy Code.

The members of the Noteholder Committee who hold, in the
aggregate, more than 90% in principal amount of the Timber Notes,
want the Court to determine that Scopac is a "single asset real
estate debtor" in order that Scopac could not obstruct actions by
secured creditors against real property unless it complies with
the requirements of Section 362(d)(3).

"That's what the 'single asset real estate' provisions are all
about -- the debtor should either pay the secured creditors
currently, propose a quickly confirmable plan, or turn over the
keys and let the secured creditors decide for themselves what
they want to do with their collateral," John P. Melko, Esq., at
Gardere Wynne Sewell LLP, in Houston, Texas says.

The Noteholder Committee reserves its right to move for dismissal
or abstention of Scopac's Chapter 11 case if the Court's ruling
on the Motion does not provide sufficient relief to protect the
interest of the holders of the Timber Notes.

                    Indenture Trustee Responds

The Bank of New York Trust Company N.A., as Indenture Trustee,
agrees with the Noteholder Committee that Scopac, as a bankruptcy
remote special purpose entity, may be a single asset real estate
debtor that is not proper in Chapter 11.

"Scopac was created solely as part of a financing structure for a
loan transaction that benefited its affiliate entities, and
provided a means for investment grade notes to be issued to
investors to generate funding," Rhett G. Campbell, Esq., at
Thompson & Knight LLP, in Houston, Texas, contends.

Accordingly, the Indenture Trustee asks the Court to fast track
the Scopac case.

The Court will convene a hearing on April 3, 2007, to consider
the Noteholder Committee's request.

John P. Melko, Esq., at Gardere Wynne Sewell LLP, in Houston,
Texas, relates that Section 101(51B) of the Bankruptcy Code
provides that:

   "the term 'single asset real estate' means real property
   constituting a single property or project . . . which
   generates substantially all of the gross income of a debtor
   . . . and on which of no substantial business is being
   conducted by a debtor other than the business of operating the
   real estate and activities incidental."

To raise substantial funding, Mr. Melko notes, the Pacific Lumber
created a special purpose subsidiary -- Scopac Pacific Company
LLC -- and transferred to Scopac:

   (a) approximately 200,000 acres of virtually contiguous
       timberlands in Humboldt County, Northern California; and

   (b) the contractual right to harvest on approximately 12,000
       more acres of timberland owned by PALCO's affiliates.

The Transfer created a stand-alone subsidiary that could borrow
funds in the capital markets on a "pure play" basis, meaning:

   (a) investors in the $876,000,000 timber collateralized notes
       issued by Scopac -- the Timber Notes -- were assured that
       they were making an investment solely tied on the
       Timberlands;

   (b) Scopac would conduct no business other than the sale to
       PALCO parties of the right to harvest the Timberland; and

   (c) Scopac would have no material creditors other than the
       investors in the Timber Notes and a small bank facility
       for cash management purposes.

In light of these, Mr. Melko maintains, Scopac's only asset is a
real property project consisting of timberland and timber rights,
and its only source of income is derived from the sale of its
timber.  As a special purpose timber securitization entity,
Scopac's sole business purpose is to hold title to the Timberland
and to make payments on the Timber Notes through the income
generated by the Timberland.  As Scopac discloses in its first
day affidavit, PALCO performs all of the actual business of
harvesting and removing the timber from the Timberland.

"In short, Scopac is a textbook example of a single asset real
estate debtor," Mr. Melko asserts.

The issue isn't whether a debtor owns a single parcel of land of
a single type of real estate, Mr. Melko reiterates.  The focus is
whether Scopac operates a "single project" and derives
"substantially of its gross income" from the project.

The only reason Scopac has any non-ministerial employees at all
is "forest stewardship", for which it employs a small number of
foresters, wildlife and fisheries biologists and botanists to
monitor and preserve the real property to the extent that those
activities are not already performed by PALCO, Mr. Melko says.

Scopac's filings with the Court further evidence the special
purpose and limited single asset nature of its operations, Mr.
Melko emphasizes.  Scopac has not sought further typical first-
day relief from the Court like freight and shipper payments,
prepetition tax payments, DIP financing and others.  Scopac's
filings also clearly demonstrate that the claims of secured
creditors under the Timber Notes and the Line of Credit dwarf the
amount of unsecured claims in the Debtor's case.

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 6, http://bankrupt.com/newsstand/or    
215/945-7000).


PACIFIC LUMBER: Court Sets March 6 Hearing to Consider Venue Issue
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, will convene a hearing on March 6,
2007, to consider the issue of venue in Pacific Lumber Company and
its debtor-affiliates bankruptcy cases.

As reported in the Troubled Company Reporter on Feb. 21, 2007, the
Official Committee of Unsecured Creditors in Pacific Lumber
Company and its debtor-affiliates' bankruptcy cases asked the
Court to transfer venue of the Debtors' cases to the U.S.
Bankruptcy Court for the Northern District of California, in the
interest of justice, for the convenience of the parties-in-
interest and for the efficient and economic administration of the
Debtors' estate.

Prior to the above request, the California Resources Agency and
five other California State Agencies, and the City of Rio Dell in
California, also asked the Court to transfer the venue of Debtors'
cases to the United States Bankruptcy Court for the Northern
District of California.

The State Agencies cited that the Debtors manufactured venue
through the formation of Scotia Development LLC as a limited
liability company in Corpus Christi, Texas, and that based on a
review of pleadings filed in the Debtors' cases, Scotia
Development has no significant business activity or purpose.   

In Rio Dell's case, Pacific Lumber owes the city $38,000 for
prepetition fees and expenses relating to the annexation of PALCO
by Rio Dell, which the latter acquiesced to, provided that PALCO
agree to pay for the expert advice required to enable the City to
determine the feasibility of annexation.  Rio Dell cited that they
have no way of meaningfully participating in (PALCO's) bankruptcy
process if it remains in Texas."  

                 La Salle Motion to Transfer Venue

LaSalle Bank National Association and LaSalle Business Credit ask
the United States Bankruptcy Court for the Southern District of
Texas to transfer the venue of Pacific Lumber Company and its
debtor-affiliates bankruptcy cases to Houston Division of the
United States Bankruptcy Court for the Southern District of Texas.

LaSalle Bank National Association and LaSalle Business Credit,
LLC, agree with the California State Agencies that the Debtors
have engaged in an attempt to engineer venue in the Corpus
Christi Division of the Southern District of Texas.

LaSalle, however, believes that the Motion to Transfer Venue
should be denied, because the California State Agencies failed to
carry their burden of demonstrating that transferring the cases
to the California Court is in the interest of justice and is the
most convenient forum for all of the parties in the case.

According to Mark W. Wege, Esq., at Bracewell & Giuliani LLP, in
Houston, Texas, there are significant contacts with Texas, but in
Houston, not Corpus Christi.  Consequently, the appropriate
motion should have been an intradistrict transfer of the cases to
the Houston division of the Southern District of Texas.

Mr. Wege relates that Scopac's largest creditors are
"predominantly located in New York, or other cities on the East
coast, and the primary counsel to the Unofficial Noteholders'
Committee resides in New York."

In the Pacific Lumber Company bankruptcy cases, LaSalle and
Marathon Structured Finance Fund, LP, are the largest creditors
that financed PALCO's cash collateral use in the bankruptcy
proceedings.  Along with their primary counsel, LaSalle is
located in Chicago, Illinois, and Marathon is located in New
York.

Under the circumstances, Houston is more convenient for all of
the Debtors' creditors throughout the country to participate in
these cases, Mr. Wege asserts.  The Debtors' cases are properly
filed in the Southern District of Texas, albeit in the wrong
division, Mr. Wege says.

            Humboldt DA Joins in State Agencies' Motion

The People of the State of California, by and through the
Humboldt County District Attorney's Office, seek the Court's
permission to join in the California State Agencies' Motion to
Transfer Venue.

Humboldt District Attorney Paul V. Gallegos relates that the
California Parties and the Debtors are parties to an appeal
currently pending before the Court of Appeal of the State of
California, First Appellate District.  The Appeal arises out of
the California Parties' lawsuit against the Debtors under the
California Business and Professions Code, seeking civil penalties
and restitution for alleged misrepresentation of crucial facts in
an adjudicative administrative procedure governed by the
California Environmental Quality Act.  As a result, the Debtors
were permitted to log timber at a greater rate than they would
otherwise have been allowed, Mr. Gallegos notes.

The Debtors' actions in manufacturing venue constitute bad faith
and blatant forum shopping, Mr. Gallegos argues.  "Venue is not
proper under [Section 1408(2) of the Judicial and Judiciary Code]
when it has been manufactured."

If the Court finds venue is proper, the Debtors' cases should be
transferred under Section 1412 of the Judicial and Judiciary Code
in the interest of justice and the convenience of the parties,
Mr. Gallegos emphasizes.  The facts supporting transfer are
abundant and compelling, Mr. Gallegos asserts:

   * A number of creditors and potential creditors, including the
     California Parties, are located in Northern California.

   * Most witnesses are located in California.

   * Five of the six Debtors reside in California.

   * The Timberland is located in Northern California.

   * The Debtors' operations are regulated under the laws of
     the State of California.

   * About 65 out of 88 critical vendors of the Debtors reside in
     California, while only one resides in Texas.

   * About 17 of the 20 largest creditors reside in California.

   * While Scotia Development is nominally listed as a moving
     party, none of the Debtors' first day motions seek any
     significant relief for Scotia Development.

Accordingly, the California Parties assert a right to joint,
severally, or in the alternative transfer venue of the Debtors'
bankruptcy cases on the same grounds that the California State
Agencies asserted in their Motion to Transfer Venue.

"The People, with jurisdiction to and the responsibility to
protect the public welfare and enforce California's unfair
competition laws must be very active and vigilant over these
Debtors and these bankruptcy proceedings to ensure that the
interest of the people of the State of California in the
application of their laws to those who do business in the State
of California is met," Mr. Gallegos maintains.

                        About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 6, http://bankrupt.com/newsstand/or    
215/945-7000).


PT HOLDINGS: Treatment of Claims Under Proposed Chapter 11 Plan
---------------------------------------------------------------
PT Holdings Company, Inc., and its two debtor-affiliates, Port
Townsend Paper Corporation and PTPC Packaging Co., Inc., filed
with the U.S. Bankruptcy Court for the Western District of
Washington a Chapter 11 Plan of Reorganization and a Disclosure
Statement explaining that Plan.

The Informal Committee of Senior Secured Noteholders is also a co-
proponent of the plan.

                   Overview of the Plan

The Proponents tell the Court that the Plan is designed to:

    * achieve an equitable and early distribution to creditors of
      the Debtors,

    * preserve the value of the Debtors' business as a going
      concern, and

    * preserve the jobs of employees.

The Proponents believe that any alternative to confirmation of the
Plan, such as liquidation or attempts by another party in interest
to file a plan, would result in significant delays, litigation and
costs, the loss of jobs by the employees or impaired recoveries.

                    Treatment of Claims

Under the Plan, Other Secured Claims will, at the election of the
Plan Proponents:

    * be paid in full and in cash;
    * have their legal and contractual rights reinstated; or
    * have their collateral returned.

Holders of Priority Claims, at the Plan Proponents election, will:

    * paid in full and in cash; or

    * paid in the ordinary course when the obligations become due
      and owing.

Secured Notes, estimated at $125 million, will receive a pro rata
share of:

    * 100% of the Noteholders Term Loan Debt;

    * 100% of New Common Stock subject to dilution of Management
      Equity Plan and Equity Warrants.

General Unsecured Creditors will receive a pro rata share of
Senior Notes Claims' distribution.  If unsecured creditors reject
the plan, they will receive nothing.

At the discretion of the Reorganized Debtors, intercompany claims
will either be adjusted, continued, or discharged to the extent
determined appropriate.

The Plan Proponents say that Workers' Compensation Claims are
unaltered by the plan.

Holders of Subordinated Claims will get nothing under the plan.

Holders of PT Holdings' interest will get a pro rata share of the
Equity Warrants.  If they reject the plan, they will receive no
distribution.

Interests of Port Townsend Paper Corp. and PTPC Packaging will be
retained.

A full-text copy of the Plan Proponents Disclosure Statement is
available for free at:

   http://www.researcharchives.com/bin/download?id=070303002138

                        About PT Holdings

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--   
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.  The Debtors'
Canadian affiliates are not part of the bankruptcy proceedings.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  Graham & Dunn PC, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed estimated assets
of more than $100 million.  The Debtors' exclusive period to file
a plan expires on May 29, 2007.


PT HOLDINGS: Wants Court Nod on Bush Strout as Bankruptcy Counsel
-----------------------------------------------------------------
PT Holdings Company, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Washington for
permission, on a final basis, to employ Bush Strout & Kornfield as
their bankruptcy counsel.

Bush Strout will:

    a. give the Debtors legal advice with the respect to their
       powers and duties as debtors-in-possession in the continued
       operation of their business and management of their
       property;

    b. take necessary action to avoid any liens subject to the
       Debtors' avoiding powers;

    c. prepare on behalf of the Debtors all necessary
       applications, answers, orders, reports, and other legal
       papers; and

    d. perform any and all other legal services for the Debtors as
       may be necessary in the Debtors' bankruptcy proceedings.

The Debtors disclose that it has paid the firm a $128,117
retainer.

Gayle E. Bush, Esq., a partner at Bush Strout, assures the Court
that his firm is disinterested as that term is defined in Section
101(14) of the Bankruptcy Code.

The Court is set to hear the Debtors' request at 9:30 a.m., on
March 16, 2007.

Mr. Bush can be reached at:

         Gayle E. Bush, Esq.
         Bush Strout & Kornfeld
         5500 Two Union Square
         601 Union Street
         Seattle, Washington 98101
         Tel: (206) 521-3859
         http://www.bskd.com/

                        About PT Holdings

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--   
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.  The Debtors'
Canadian affiliates are not part of the bankruptcy proceedings.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  Graham & Dunn PC, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed estimated assets
of more than $100 million.  The Debtors' exclusive period to file
a plan expires on May 29, 2007.


RESI FINANCE: Moody's Rates Class B8 Notes at Ba2
-------------------------------------------------
Moody's Investors Service has assigned ratings to the Class B3,
Class B4, Class B5, Class B6, Class B7, and Class B8 certificates
of the above referenced transaction.  Class A, Class B1, Class B2,
and Class B13 tranche exposures will not be issued and sold as
securities on the closing date.

The synthetic securitization is backed by a $13 billion reference
portfolio of Bank of America originated adjustable-rate and
fixed-rate prime quality Jumbo and conforming-balance mortgage
loans held by Bank of America.  The ratings are based primarily on
the credit quality of the loans and on the loss coverage for each
rated tranche.  Moody's expects losses on the reference portfolio
to range from 0.35% to 0.45%.

These are the rating actions:  

   * Co-Issuer: RESI Finance Limited Partnership 2007-A

   * Co-Issuer: RESI Finance DE Corporation 2007-A

   * Real Estate Synthetic Investment Notes, Series 2007-A

                   Class B3 Notes, Assigned A2
                   Class B4 Notes, Assigned A3
                   Class B5 Notes, Assigned A3
                   Class B6 Notes, Assigned Baa1
                   Class B7 Notes, Assigned Baa3
                   Class B8 Notes, Assigned Ba2


RIGEL CORP: Trustee Hires Grubb & Ellis as Real Estate Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave
Anthony H. Mason, the duly appointed Chapter 7 Trustee for Rigel
Corp., permission to employ Tom Jones of Grubb & Ellis New Mexico,
as his real estate agent.

Mr. Jones is expected to:

     a. represent the Trustee as its agent;

     b. provide consulting services and sales assistance to the
        Trustee regarding the sale and assignment of the lease;
        and

     c. provide other realty services as may be required from
        time-to-time.

The Trustee's application did not disclose Mr. Jones compensation
fee.

Mr. Jones assured the Court that he does not hold any interest
adverse to the Debtor and is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                       About Rigel Corp

Headquartered in Tempe, Arizona, Rigel Corporation, is a Krispy
Kreme franchisee.  The Company also operates Godfather's Pizza,
KFC, and Bruegger's Bagels' franchises.  The Company filed for
chapter 11 protection on Aug. 9, 2006 (Bankr. D. Ariz. Case No.
06-02480).  Michael W. Carmel, Esq., at Michael W. Carmel, Ltd.,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.

The Court converted the Debtor's chapter 11 case to a chapter 7
proceeding on Aug. 15, 2006.  Anthony H. Mason is the Chapter 7
Trustee.  Thomas H. Allen, Esq., and Kevin C. McCoy, Esq., at
Allen & Sala, P.L.C., represent the Chapter 7 Trustee.


SENIOR HOUSING: Full-Year 2006 Net Income Increases to $66 Million
------------------------------------------------------------------
Senior Housing Properties Trust's net income for the year ended
Dec. 31, 2006, increased to $66,101,000 from $63,912,000 in the
year ended Dec. 31, 2005.

Total revenues for the current period also increased to
$179,806,000 from $163,187,000 in 2005.

The company's balance sheet at Dec. 31, 2006, showed total assets
of $1,584,774,000, total liabilities of $565,308,000, and total
shareholders' equity of $1,019,466,000.

         Investment and Financing Liquidity and Resources

To fund acquisitions and to accommodate cash needs, the company
maintains a revolving bank credit facility with a group of
institutional lenders.  In November 2006, the company amended its
existing revolving bank credit facility to extend its maturity
from November 2009 to December 2010, with an extension option to
December 2011 upon payment of an extension fee.

In certain circumstances, the amount of unsecured borrowings
available under the facility may be increased to $1.1 billion.  
Borrowings under the company's revolving bank credit facility are
unsecured.  The company said it may borrow, repay and reborrow
funds until maturity.  No principal repayment is due until
maturity.  The company pays interest on borrowings under the
revolving bank credit facility at LIBOR plus a premium.  At
Dec. 31, 2006, the annual interest rate payable on revolving bank
credit facility was 6.15%.

On Jan. 9, 2006, the company redeemed $52.5 million of its 7-7/8%
senior notes due 2015 and paid a redemption premium of
$4.1 million plus accrued, but unpaid interest.  The company
funded the redemption with a portion of the net proceeds from its
December 2005 equity offering, which had been temporarily used to
repay borrowings outstanding under revolving bank credit facility.

In June 2006, the company redeemed all $28.2 million of its junior
subordinated debentures at par plus accrued, but unpaid interest.  
The redemption was funded with borrowings under revolving bank
credit facility and cash on hand.

On Aug. 31, 2006, the company purchased five senior living
properties for $61.5 million.  In October, November and December
2006, it purchased six independent and assisted living properties
for $45.9 million plus closing costs with proceeds of borrowings
under revolving bank credit facility and the assumption of
$12.8 million of mortgage debt.

During 2006, the company purchased $23.7 million of improvements
made to some of its properties.  The borrowings were used under
revolving bank credit facility and cash on hand to fund the
purchases.

In November 2006, the company issued 5.75 million of its common
shares in a public offering, raising net proceeds of
$120.8 million.  On Feb. 7, 2007, the company issued 6.0 million
of common shares in a public offering, raising net proceeds of
$151.6 million.  The net proceeds from the offerings were used to
repay borrowings outstanding on revolving bank credit facility and
for general business purposes.

Last month, the company purchased and retired $20.0 million of its
8.625% senior notes due 2012 and paid a premium of $1.8 million.  
The purchase was funded with borrowings under revolving bank
credit facility.

On Jan. 3, 2007, the company declared a distribution of $0.34 per
common share with respect to its 2006 fourth quarter results.  The
distribution was paid to shareholders on Feb. 16, 2007, using cash
on hand.

The company's principal debt obligations at Dec. 31, 2006, were
its unsecured revolving bank credit facility, two issues totaling
$342.5 million of unsecured senior notes, $75.6 million of
mortgage debt and bonds secured by 22 of its properties.  

A full-text copy of the financial report is available at no charge
at http://researcharchives.com/t/s?1a9c

                 About Senior Housing Properties

Based in Newton, Massachusetts, Senior Housing Properties Trust
(NYSE: SNH) -- http://www.snhreit.com/-- is a real estate   
investment trust that owns senior living properties throughout the
USA.  As of Sept. 30, 2006, the REIT owned $1.8 billion of senior
living properties with approximately 24,000 living units located
in 33 states.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured debt ratings assigned to Senior
Housing Properties Trust.  The outlook is stable.


As reported in the Troubled Company Reporter on Nov. 30, 2006,
Moody's Investors Service affirmed the ratings of Senior Housing
Properties Trust at Ba2 and raised the rating outlook to positive.


SG RESOURCES: Moody's Places Corporate Family Rating at B1
----------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
SG Resources Mississippi, L.L.C. and B1 senior first secured
ratings to its 7-year $160 million Term Loan B and 5-year
$75 million revolving credit, with a stable outlook.  The
facilities have pari passu claims on SGRM assets, contracts,
permits, and sponsor equity under one credit agreement.  They
support the Southern Pines Energy Center $270 million natural gas
storage development in Mississippi.  SGRM is creating by solution
mining the first 2 of up to 5 high deliverability 8 Bcf salt dome
storage caverns in the Byrd Salt Dome, with related surface
facilities and pipeline interconnections.

"Southern Pines is currently ahead of schedule and within budgeted
costs.  While the ratings do capture a lower percentage of equity
funding than typical for similarly rated salt dome facilities,
Moody's believes this is mitigated by lower execution risk, higher
minimum cash flow cover of debt with roughly $35 million in
contracted revenue, and sizable expected internal funding of Phase
II once Cavern 1 comes on line.  The visible potential for sector
over-expansion of salt dome storage capacity is a longer-term
risk," Moody's analyst Andrew Oram commented.

The stable outlook assumes SGRM completes Cavern 1 and 2 leaching,
essential surface facilities, and 3 essential pipeline
interconnections reasonably within currently budgeted time and
costs.  A positive outlook or upgrade is possible when Phase I and
II physically and financially perform as designed and if expansion
capital outlays do not delay suitable leverage relative to cash
flow.  A negative outlook or lower rating may result if
development falls materially behind schedule and costs materially
exceed budget, key pipeline interconnections are delayed,
post-completion performance does not meet design specifications,
or if for any other reason the precedent agreements do not move to
fee paying status as presently documented.

Rating support stems from:

   * involvement of a leading sponsor/management team that has
     developed several salt dome facilities in the past decade;

   * a sound market rationale for Southern Pines' capacity;

   * SGRM's progress in its second year of development and its
     having passed several critical path risk and cost hurdles,
     with a reported 84% of budgeted construction and base gas
     costs fixed by contract, natural gas hedging, or having
     already been incurred;

   * core floor revenue support, with 86% of capacity committed
     under precedent storage agreements with a 5-year average
     life;

   * the likelihood that Phase I cash flow will materially fund
     Phase II;

   * adequate redundancy in surface facilities; a favorable
     logistical location to receive and redeliver natural gas,
     near 7 major pipelines serving Northern and Southeastern
     markets, and downstream of pipeline hub bottlenecks; and,

   * the execution of four pipeline interconnection agreements.

The ratings also reflect a suitably structured debt facility with
adequate controls and monthly third party engineer progress
reports and drawdown approval.  The third party engineer's
analysis indicates that construction risk is manageable.  The
project has received all necessary permits.

Ratings restraints include:  

   * the absence of any Cavern 1 or 2 cash flows until mid-2008
     and mid-2009, respectively;

   * high leverage through 2011 and likely longer due to expected
     new expansions;

   * inherent delay, completion, and cost overrun risks associated
     with salt dome storage development (though the project has
     passed several key thresholds);

   * the existence of out-clauses in each of SGRM's 12 precedent
     agreements if 3 key pipeline interconnections fall behind
     schedule or Caverns 1 and 2 are not in service by dates
     certain; and,

   * the potential for sharply increasing competition from many
     salt dome storage facilities now in planning or under
     construction.  

The ratings are also restrained by a lower percentage of equity
funding relative to Niska Gas Storage (Ba3), Pine Prairie (B1),
and Bobcat (B2), with this restraint tempered by our expectation
of a material degree of voluntary sponsor support.

Loan proceeds will refinance $69 million of existing revolver debt
and fund most of SGRM's $270 million of Phase I and Phase II
development costs.  Remaining funding includes $33 million of
sponsor equity and $54 million of Phase I cash flow SGRM believes
will commence in second quarter 2008.  The sponsors are committed
to another $10 million of contingent equity, available after all
loan proceeds are invested in the project.  As of year-end 2006,
approximately $58 million of construction capital expenditures had
been spent.

The credit facilities include a 25% to 100% cash flow sweep,
though the degree of cash flow that will be carved out for
expansion capital outlays has yet to be finalized.  The credit
facilities provide strong cost overrun cushion, with $52 million
of cost overrun contingency under current cost estimates.  The
facilities also include a six month debt service reserve account
of approximately $7.7 million.

Because a large number of salt dome storage facilities are under
construction or in planning, a risk of substantial excess sector
capacity in 3 to 5 years exists if Gulf Coast liquefied natural
gas (LNG) imports do not grow by orders of magnitude.  Rising
storage capacity contends with stagnant U.S. LNG import growth,
delayed by distinctly constrained world LNG supply and by price
inelastic demand from traditional world LNG importers.  
Substantial U.S. LNG growth will require several years of major
foreign LNG liquefaction and tanker capacity expansion.  Several
liquefaction projects are delayed, some do not produce at design
rates, and one key government slowed its expansion pace to assess
prudent field production rates at which to feed liquefaction.

Risk mitigants are a substantial contracted medium term cash flow
floor, sound reasons for the sector's early round of salt dome
storage expansion, and SGRM's contracting advantages as an early
mover.  Its long-term competitive position is enhanced by
proximity and access to 7 strategic natural gas lines serving
5 major consuming regions, including its key Florida market.

SGRM is 60% owned by SGR Holdings, L.L.C. and 40% ultimately by
ArcLight Energy Partners Fund II, L.P. SGR Holdings and SG
Resources Mississippi, L.L.C. are headquartered in Houston, Texas.
ArcLight Energy Partners is headquartered in Boston,
Massachusetts.


SPX CORP: Fitch Lifts Senior Unsecured Debt Rating to BB+ from BB
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on SPX Corporation,
and the Rating Outlook has been revised to Positive from Stable:

--Issuer Default Rating affirmed at 'BB+';
--Senior secured bank debt affirmed at 'BB+'; and
--Senior unsecured debt upgraded to 'BB+' from 'BB'.

At Dec. 31, 2006 SPX had approximately $965 million of debt
outstanding.

The revision to Outlook Positive reflects the substantial
completion of SPX's realignment of its business portfolio, ongoing
improvements in operating processes and performance, and
expectations for increasing free cash flow even when excluding the
impact of the redemption of liquid yield option notes in 2006.
During the year, most of the company's free cash flow was used to
pay interest and tax costs related to the redemption of LYONs as
part of SPX's effort to reduce leverage and streamline its debt
structure. SPX estimates that free cash flow in 2007 will increase
to $240 million-$280 million, a figure that Fitch believes is
realistic based on recent operating improvements and favorable
demand in many of the company's infrastructure and energy markets.

SPX can be expected to use its available funds for acquisitions
and share repurchases as long as debt/EBITDA, as defined in its
bank agreement, remains within SPX's target range of 1.5x-2.0x.  
As of Dec. 31, 2006 debt/EBITDA was 1.7x.  Although SPX's
discretionary spending could potentially result in an increase in
debt and leverage that would exceed its target range, the ratings
incorporate Fitch's view that SPX will maintain consistent
financial policies and that any such increase would be temporary.

Fitch's upgrade of SPX's senior unsecured debt rating reflects the
positive trends noted above, combined with a reduction in leverage
during the past two years that supports improved recovery
prospects across SPX's entire debt structure.  Senior unsecured
notes total $50 million or less, with the majority of SPX's debt
consisting of bank debt used to redeem the LYONs.

Rating concerns include exposure to cyclical end-markets, high raw
material prices, and SPX's long-term competitive position that
will be dependent on its ongoing efforts to improve productivity,
cost controls, new product introductions and organizational
development.  These concerns are mitigated by the company's
operating initiatives and stronger financial profile.  In
addition, the company has made progress in resolving litigation
issues.  These include $115 million of cash payments toward a
potential resolution with the IRS concerning risk management and
other issues, the settlement of the VSI litigation for $20
million, and the pending settlement, subject to court approval, of
class action shareholder lawsuits at an estimated cost to SPX of
approximately $5 million, net of insurance proceeds.

An upgrade of the ratings would be contingent on continued
operating improvements, the attainment of stronger free cash flow,
disciplined discretionary spending for acquisitions and share
repurchases, and the final resolution of contingent tax and
litigation liabilities.  The ratings or Outlook could be
negatively affected by weaker-than-anticipated economic
conditions, unexpected operating challenges, a change in SPX's
operating or financial strategies, and significant acquisitions
that could potentially contribute to integration risk and higher
leverage.

At Dec. 31, 2006, SPX's liquidity included $477 million of cash
and $450 million of bank credit facilities that are available for
loans and letters of credit.  Outstanding debt totaled
$965 million, of which $211 million was due within one year.  The
majority of long-term debt consisted of a $735 million bank term
loan, as well as senior unsecured notes totaling $50 million.
SPX's bank facilities are secured by capital stock which would
become secured by substantially all assets if credit ratings on
the facilities fall to certain levels as defined in the bank
agreement.  SPX's liquidity could improve further upon the
potential sale of its Contech automotive components business,
which the company has estimated could occur before the middle of
2007.


STEINWAY MUSICAL: Earns $1 Million for the Quarter Ended Dec. 31
----------------------------------------------------------------
Steinway Musical Instruments, Inc. reported results for the
quarter and twelve months ended Dec. 31, 2006.

Net income for the three months ended Dec. 31, 2006 was
$1 million, compared to $5 million for the same quarter in 2005.

The company reported a net loss of $668,000 for the year ended
Dec. 31, 2006, compared to a net income of $13.7 million for the
same period in 2005.

Revenues decreased 4% for the quarter, to $106.1 million, due to
the loss of an estimated $7.6 million in band instrument sales
caused by a labor strike.  Lost profit and unabsorbed overhead
from the strike also negatively impacted gross profit for the
quarter by approximately $4.4 million.  Despite these factors,
overall gross margins improved from 29.3% to 30.4%.

"We are still negotiating with the union," CEO Dana Messina said,
"but we remain far apart on many important terms.  In the
meantime, after all of the recruiting and hiring we did in the
third quarter, we were at appropriate staffing levels at our
Elkhart brass plant throughout the fourth quarter.  Quality has
improved dramatically and we are making progress on production as
the permanent replacement workers become more efficient.  Daily
production today is double what it was in the fourth quarter."

Operating expenses increased 21% as compared to the prior year
period primarily as a result of an increase in bad debt expense of
$4.1 million, the majority of which related to the bankruptcy of a
band customer.  Recruiting costs, stock-based compensation and
bonuses paid to our overseas piano operations also contributed to
the increase.  Operating income was $6.3 million as compared to
$10.7 million in the prior year period.  Net interest expense
decreased 17% compared to the fourth quarter of 2005, as a result
of continued debt reduction and the company's successful debt
refinancing earlier in the year.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $453.4 million and total liabilities of $295.4 million,
resulting to a stockholders' equity of $158 million.

                         Band Operations

Band sales for the quarter decreased $10.7 million, or 23%, due to
the lost sales caused by a labor strike at one of the company's
manufacturing facilities and the impact of recent customer
bankruptcies.  Gross margins for the quarter declined to 15.9% due
to the negative impact of the strike.

Sales for 2006 declined only $13.2 million, or 7%, as strong sales
of other instruments somewhat offset the $19.3 million in lost
sales from the strike.  Gross margins declined from 20.4% to 18.6%
as a result of the strike.

                        Piano Operations

Worldwide piano sales for the quarter increased $6.7 million, or
10%, including a $2.5 million positive impact from foreign
currency translation.  Demand continued to be strong overseas
where fourth quarter unit shipments of Steinway grand pianos rose
7% and unit shipments of mid-priced pianos more than doubled over
the prior year period.  Domestically, shipments of mid- priced
pianos climbed 70% as a result of the re-launch of the Essex
brand. Steinway grand unit shipments declined 14% from the prior
year period.  Gross margins improved from 37.1% to 37.5%.

Year-to-date piano sales were up 5%.  Gross margins declined from
36.4% to 35.4% as a result of plant shutdowns and a shift in
product mix.

               About Steinway Musical Instruments

Steinway Musical Instruments, Inc. (NYSE: LVB), through its
Steinway and Conn-Selmer divisions, manufactures musical
instruments.  Its notable products include Bach Stradivarius
trumpets, Selmer Paris saxophones, C.G. Conn French horns, Leblanc
clarinets, King trombones, Ludwig snare drums and Steinway & Sons
pianos.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Standard & Poor's Ratings Services placed its ratings for Steinway
Musical Instruments Inc., including the 'BB-' corporate credit
rating, on CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. consumer products sector, the rating
agency confirmed its Ba3 Corporate Family Rating for Steinway
Musical Instruments, and downgraded its Ba3 rating to B1 on the
company's $175 million senior unsecured notes.  Additionally,
Moody's assigned an LGD4 rating to those bonds, suggesting
noteholders will experience a 64% loss in the event of a default.


STONEY CREEK: Taps Maschmeyer Karalis as Bankruptcy Counsel
-----------------------------------------------------------
Stoney Creek Technologies, LLC, asks permission from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
employ Maschmeyer Karalis P.C. as its bankruptcy counsel.

Maschmeyer Karalis will:

   a) give the Debtor legal advise on its power and duties as
      debtor-in-possession;

   b) prepare applications, orders, reports and any legal papers,
      in behalf of the Debtor; and

   c) perform all legal services for the Debtor.

Paul B. Maschmeyer, Esq., a shareholder at Maschmeyer Karalis,
tells the Court that the Firm is currently holding $3,400 in funds
from the previous retainer posted by the Debtor.  The Firm has
requested a $20,000 post-petition retainer for its services.

Mr. Maschmeyer assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Based in Trainer, Pennsylvania and founded in 1998,
Stoney Creek Technologies, LLC -- http://www.sctsaci.com/--  
offers custom toll processing capabilities for manufacturing,
blending, and storing various chemical products.  The company
filed for Chapter 11 protection on Feb. 22, 2007 (Bankr. E.D. Pa.
Case No. 07-11085).  Paul Brinton Maschmeyer, Esq. and Robert W.
Seitzer, Esq., at Maschmeyer Karalis P.C., assist the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of
$1 million to $100 million.


TENFOLD CORP: Tanner LC Raises Going Concern Doubt
--------------------------------------------------
Tanner LC in Salt Lake City, Utah, expressed substantial doubt
about Tenfold Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm cited that the company
has used significant balances of its cash in operating activities
and at present levels of cash consumption will not have sufficient
resources to meet operating needs.

Tenfold Corp. reported a $5.2 million net loss on $5 million of
revenues for the year ended Dec. 31, 2006, compared with a
$5.4 million net loss on $5.7 million of revenues for the year
ended Dec. 31, 2005.

Service and other revenues decreased $1.6 million primarily due to
decreases in revenues from certain customers who had completed
their application development projects.  License revenues, on the
other hand, increased $909,000.

The 2006 license revenue includes revenue of $1 million from
DevonWay that was deferred from 2005, because the license
agreement contained a discount that could not be determined at the
inception of the agreement.  DevonWay is owned by Robert W.
Felton, the company's chairman, chief executive officer and
president.

Cost of revenues decreased $162,000, or 6 percent, to $2.8 million
as compared to $2.9 million for the year ended Dec. 31, 2005,
primarily due to having fewer staff working on customer projects
in 2006.  

Sales and marketing expenses decreased $2.1 million, or 72
percent, to $812,000 for the year ended Dec. 31, 2006, as compared
to $2.9 million for the year ended Dec. 31, 2005, mainly
attributable to the company's discontinuing most discretionary
marketing programs in late 2005 and to conserve the company's
financial resources, as well as from a decrease in sales and
marketing headcount.

Research and development expenses increased $569,000, or 16%, to
$4.1 million for the year ended Dec. 31, 2006, due to the
recognition of stock-based compensation expense in 2006 as a
result of SFAS 123(R).

General and administrative expenses decreased $168,000 due
primarily to general and administrative expenses for 2005
including severance costs for the company's former chief executive
officer, as well as from lower general and administrative staffing
in 2006 compared to 2005.

Net total other income was $92,000 for the year ended
Dec. 31, 2006, as compared to $137,000 for 2005.

The benefit for income taxes was $235,000 for the year ended
Dec. 31, 2006, as compared to a benefit of $1.1 million for the
year ended Dec. 31, 2005, due primarily to reversing accruals for
state taxes that were no longer deemed necessary.

At Dec. 31, 2006, the company's balance sheet showed $4.7 million
in total assets, $2.8 million in total liabilities, and
$1.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a94

                           About TenFold

TenFold Corp (OTC BB: TENF) -- http://www.tenfold.com/ --  
licenses its patented technology for applications and services
development, EnterpriseTenFold SOA, to organizations that face the
daunting task of replacing obsolete applications or building
complex SOA-compliant applications systems.  EnterpriseTenFold SOA
technology lets a small team of business people and IT
professionals design, build, deploy, maintain, and upgrade new or
replacement applications with extraordinary speed, superior
applications quality and power features.


TK ALUMINUM: Advisors Approve Nemak Transaction Consent Terms
-------------------------------------------------------------
TK Aluminum Ltd., the indirect parent of Teksid Aluminum
Luxembourg S.a. r.l., S.C.A. disclosed that the discussions with
Houlihan Lokey Howard & Zukin (Europe) Limited and Cadwalader,
Wickersham & Taft LLP, the financial and legal advisors to an ad
hoc noteholders committee regarding terms for Noteholder consent
to the sale of certain Teksid assets to Tenedora Nemak, S.A. de
C.V., a subsidiary of ALFA, S.A. de C.V., and the distribution
of proceeds from such sale, the Advisors confirmed they would
recommend approval of those terms to the Ad Hoc Committee.  The
Ad Hoc Committee represents holders of over 50% of the
outstanding Teksid Aluminum senior notes, and accordingly the
company anticipates that its consent solicitation will be
accepted by the Majority Noteholders.  The company also
announced the release of updated information relating to the
proposed sources and uses of the proceeds from the Nemak
transaction.

                  Terms of Consent Solicitation
                     and Indenture Amendment

The consent solicitation will provide for approval by the
Noteholders of the Nemak transaction, and the release of note
guarantees of the relevant Nemak-purchased subsidiaries involved
in the transaction, as well as providing the necessary
amendments to the existing indenture.  The proposed indenture
amendments would also require Teksid Aluminum to pay out of the
proceeds from the first closing of the Nemak transaction
(relating to all of the assets being sold to Nemak other than
the operations in Poland and the majority of Teksid Aluminum's
interests in its China operations) the interest due and unpaid
on the Senior Notes as of Jan. 15, 2007, together with required
interest on such unpaid interest to the date of payment (the
"January 15 Interest Payment", which amount, if the closing of
the Nemak transaction occurs on Feb. 28, 2007, would equal
approximately $19,522,000, increasing by approximately $6,600 for
each day thereafter).  The January 15 Interest Payment will be
paid to holders of record of the Senior Notes on Jan. 1, 2007.

In addition, the indenture amendment would require Teksid
Aluminum to make a tender offer for a limited portion of the
Senior Notes at 100% of par (including accrued but unpaid
interest to the date of purchase).  The tender offer would
involve that amount of Senior Notes, which can be purchased
(including accrued interest on such Senior Notes from Jan. 15,
2007 to the date of purchase in the tender) for the euro
equivalent (such euro equivalent as determined by Teksid
Aluminum) of $71,891,000 less the sum of:

    (i) the January 15 Interest Payment and

   (ii) if the first closing of the Nemak transaction occurs
        after Feb. 28, 2007, but before March 15, 2007, the
        incremental amount (as determined by Teksid Aluminum) as
        a result of any delay in such first closing from
        Feb. 28, 2007, of additional interest payable on debt
        being paid or purchased in connection with the first
        closing of the Nemak transaction and additional overdue
        interest on the January 15 Interest Payment, and such
        $71,891,000 is subject to further adjustment for changes
        in exchange rates from the assumed exchange rate of 1 euro
        = $1.295 used in the computation of the $71,891,000 amount
        in connection with amounts payable on the Sources and
        Uses.

The amount of the required tender offer is the result of
negotiations between the company and the Advisors as to
permitted uses of proceeds and limitations on the use of funds
for certain purposes.  Such permitted uses of proceeds are a
component of the indenture amendment and include the items
provided for in the Sources and Uses, including among other
things, and without duplication:

    (i) repayment of senior secured indebtedness;

   (ii) cash collateralization of outstanding letters of credit;

  (iii) payment of the January 15 Interest Payment;

   (iv) the purchase of intercompany obligations by Nemak;

    (v) repayment of capitalized leases;

   (vi) repayment of non-recourse factoring relating to
        the entities sold in the first closing of the Nemak
        transaction;

  (vii) settlement of certain intercompany transactions
        necessary for the consummation of the Nemak transaction;

(viii) payment of certain employee-related expenses and
        professional fees and expenses related to the
        transaction; and

   (ix) a reserve of additional funds to provide for
        contingencies.

As a result of the foregoing, Teksid Aluminum's French
subsidiaries will receive approximately EUR40 million.  The
permitted uses of the proceeds will also include payments to
Teksid Aluminum's Italian subsidiaries, including payments to
terminate certain agreements between such Italian subsidiaries
and the companies being sold to Nemak, which payments will
provide Teksid Italy with funds sufficient to allow the Italian
subsidiaries to entirely repay their secured indebtedness under
the senior credit facility in the amount of EUR26 million,
obtain the release of all the collateral over their assets in
respect thereof, and satisfy certain other obligations,
including intercompany obligations, of the Italian subsidiaries,
thereby improving the financial position of the Italian
subsidiaries.

The indenture amendment also contemplates that the proceeds to
be received under its settlement agreement with Fiat, proceeds
received from subsequent anticipated sales of its Polish and
Chinese operations pursuant to the Nemak transaction agreement,
and any remainder of a purchase price adjustment escrow that is
returned by Nemak to Teksid Aluminum, in each case less certain
expenses, will be used to repurchase additional Senior Notes
through tender offers at 100% of par plus accrued and unpaid
interest thereon to the date of purchase.  Remaining Senior
Notes will be left outstanding in accordance with their original
terms (as amended by the indenture amendment), but will no
longer be guaranteed by those subsidiaries purchased by Nemak.  
In addition, the indenture amendment implements a standstill
preventing acceleration of the Senior Notes through March 15,
2007, provided the lenders under Teksid Aluminum's credit
facilities do not accelerate the amounts due under its senior
credit facilities.

In addition, the amendments to the indenture would permit an
increase of up to EUR15 million in the amount of indebtedness,
which may be incurred by Teksid Aluminum under its existing senior
credit facility (provided that any of such amounts borrowed are
required to be repaid at the first Nemak closing, or be applied to
meet expenditures that result in a working capital adjustment in
Teksid's favor).  The indenture amendment would limit to
$55.2 million (including amounts borrowed under a bridge facility,
if any) the amount of Nemak sale proceeds that can be paid into
the company's subsidiaries in Italy, France and Germany.  Finally,
the indenture amendments would defer Teksid Aluminum's financial
statement reporting requirements to Noteholders.

There will not be any consent fee offered to Noteholders in
conjunction with the consent solicitation.  Most of the
amendments to the indenture will not become effective if the
first closing of the Nemak transaction does not occur on or
before March 15, 2007.

                    Consent Agreements

The company expects to enter into consent agreements with the
Majority Noteholders that will obligate such Noteholders to
accept the consent solicitation promptly after it is launched.  
The Advisors will recommend that the Majority Noteholders enter
into consent agreements; however, there is no guarantee that the
Majority Noteholders will do so.  The consent agreements, like
the indenture amendment, provide for a standstill through
March 15, 2007, and certain restrictions on transfer prior to
the effectiveness of the amendment.  The consent agreements
further provide that the company will promptly appoint a
representative of Alvarez and Marsal as the chief restructuring
officer of the appropriate Teksid Aluminum entity or entities
for an appropriate period of time to assist in the
restructuring, recapitalization or disposition of the company's
operations in France, Italy and Germany.

Prior to the execution of the indenture amendment, the consent
agreement may be terminated under certain circumstances,
including if:

    (i) the Company withdraws the consent solicitation or amends
        the terms in a manner adverse to the Majority
        Noteholders;

   (ii) certain bankruptcy-related events or filings occur;

  (iii) the lenders under the company's senior secured
        indebtedness accelerate the amounts due thereunder;

   (iv) the Nemak transaction agreement is terminated; or

    (v) the company and the Majority Noteholders agree to
        terminate the consent agreements.

                 Status of the Nemak Transaction

On Feb. 12, 2007, the company received a signed term sheet from
Nemak indicating revised terms for the transaction, taking into
account the most current circumstances.  The company continues
to work with Nemak to finalize definitive documentation
consistent with these terms and consummate the Nemak
transaction.  If Majority Noteholders provide their consent in
the consent solicitation, as recommended by the Advisors, one of
the conditions to the closing of the Nemak transaction will be
satisfied.  The company anticipates that Majority Noteholder
consent will be received; however, until such Noteholders have
delivered their consent in the consent solicitation, there can
be no guarantee that the consents will be received.  In
addition, the previously announced letter of understanding with
Nemak places Nemak under no obligation to consummate a
transaction until a definitive agreement to amend the
transaction has been executed.  Failure to close the Nemak
transaction could materially and adversely affect the Company's
ability to continue trading.  Closing of the amended Nemak
transaction is subject to various conditions, including the
receipt of the Noteholder consent discussed above and other
customary conditions, including regulatory approvals.

              Italian Subsidiary Intercompany Loans

Pursuant to intercompany loans by Teksid Aluminum's Italian
subsidiaries to the Issuer, Teksid Investment Aluminum B.V. and
TK Aluminum-Luxembourg Finance S.a. r.l. existing prior to the
Nemak transaction, Teksid Aluminum's Italian subsidiaries are
owed approximately EUR41 million.  As a result of the settlement
of intercompany relationships in connection with the first
closing of the Nemak transaction, the company expects the amount
due to Teksid Aluminum's Italian subsidiaries to be reduced to
approximately EUR22.5 million, approximately EUR8 million of
which will be due from the Issuer.  There can be no guarantee
that these intercompany arrangements can be settled as expected,
and thus the amounts that remain outstanding after the first
closing of the Nemak transaction may be greater than
anticipated.

             Sources and Uses for Nemak Transaction

The Sources and Uses have been reviewed by the Advisors, and, if
the indenture amendments are approved by the Noteholders, the
Sources and Uses provide the general basis for the terms of the
amendment relating to the use of proceeds from the Nemak
transaction and receipt of Fiat settlement agreement proceeds,
if received.

The Sources and Uses are provided to aid the Noteholders in
their assessment of the Nemak transaction and consent
solicitation.  However, the Sources and Uses are based on
numerous assumptions and projections about our financial
condition, results of operations, business, strategies,
objectives, future business, financing needs and capital
expenditures.  These assumptions and projections may prove to be
materially inaccurate.  In addition, other than the amount of
the initial tender offer to Noteholders, in the company's
current operating environment it is difficult to accurately
quantify the payments from the Nemak transaction proceeds that
the company will need to make, and the actual amounts may be
higher or lower than those set forth in the Sources and Uses.  
The Sources and Uses are based on estimated working capital on
an assumed date for each closing of the Nemak transaction, and
thus the actual sources and uses may vary materially if the
estimated working capital as of the actual date of any such
closing is different.  Accordingly, actual results may differ
materially from those expressed or implied by the Sources and
Uses.

                      About Teksid Aluminum

Teksid Aluminum -- http://www.teksidaluminum.com/-- manufactures   
aluminum engine castings for the automotive industry.  Principal
products include cylinder heads, engine blocks, transmission
housings and suspension components.  The company operates 15
manufacturing facilities in Europe, North America, South America
and Asia.  The company maintains operations in Italy, Brazil and
China.

Until Sept. 2002, Teksid Aluminum was a division of Teksid S.p.A.,
which was owned by Fiat.  Through a series of transactions
completed between Sept. 30, 2002 and Nov. 22, 2002, Teksid S.p.A.
sold its aluminum foundry business to a consortium of investment
funds led by equity investors that include affiliates of each of
Questor Management Company, LLC, JPMorgan Partners, Private Equity
Partners SGR SpA and AIG Global Investment Corp.  As a result of
the sale, Teksid Aluminum is owned by its equity investors through
TK Aluminum Ltd., a Bermuda holding company.

                          *     *     *

On Jan. 16, 2007, Moody's Investors Service placed TK Aluminum
Ltd.'s long-term corporate family rating at Caa3.


TRANS CONTINENTAL: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Trans Continental Airlines, Inc.
                127 West Church Street, Suite 350
                Orlando, FL 32801

Case Number: 07-00762

Alleged Debtor: Louis J. Pearlman
                12488 Park Avenue
                Windermere, FL 34786

Case Number: 07-00761

Involuntary Petition Date: March 1, 2007

Chapter: 11

Court: Middle District of Florida (Orlando)

Petitioners' Counsel: Derek F. Meek, Esq.
                      Burr & Forman LLP
                      3100 SouthTrust Tower
                      420 North 20th Street
                      Birmingham, AL 35203
                      Tel: (205) 458-5471
                      Fax: (205) 244-5679

                            -- and --

                      Raymond V. Miller, Esq.
                      Gunster Yoakley & Stewart, P.A.
                      2 South Biscayne Boulevard, Suite 3400
                      Miami, FL 33131
                      Tel: (305) 376-6048
                      Fax: (305) 376-6010

                            -- and --

                      Lawrence E. Rifken, Esq.
                      McGuire Woods LLP
                      1750 Tysons Boulevard, Suite 1800
                      McLean, VA 22102
                      Tel: (703) 712-5337

                            -- and --

                      William P. Wassweiler, Esq.
                      Rider Bennett LLP
                      33 South Sixth Street, Suite 4900
                      Minneapolis, MN 55402
                      Tel: (612) 340-8900

A. Trans Continental Airlines, Inc.'s petitioning creditors:

   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
American Bank of St. Paul        Multiple Advance    $27,137,550
1578 University Avenue West      Term Loan Agreement
Saint Paul, MN 55104-3908        and Promissory Note
                                 dated March 27, 2006

First National Bank and          June 29, 2005       $14,243,592
Trust Co. of Williston           Promissory Note
22 East 4th Street
Williston, ND 58802

Tatonka Capital Corporation      Judgment             $6,203,906
1441 18th Street, Suite 400
Denver, CO 80202

Integra Bank                     Aug. 23, 2006 &        $895,478
21 Southeast Third Street        Sept. 29, 2006
Evansville, IN 47708             Promissory Notes

A. Louis J. Pearlman's petitioning creditors:

   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
American Bank of St. Paul        Guaranty by         $27,137,550
1578 University Avenue West      corporation dated
Saint Paul, MN 55104-3908        March 27, 2006

Integra Bank                     Credit Agreement    $16,852,749
21 Southeast Third Street        & Promissory Notes
Evansville, IN 47708             dated Sept. 18, 2004

First National Bank and          June 29, 2005       $14,243,592
Trust Co. of Williston           Promissory Note
22 East 4th Street
Williston, ND 58802

Tatonka Capital Corporation      Judgment             $6,203,906
1441 18th Street, Suite 400
Denver, CO 80202


TRINSIC INC: Asks Court to Set Auction of Business on March 9
-------------------------------------------------------------
Trinsic Inc. asked the U.S. Bankruptcy Court for the Southern
District of Alabama, for authority to auction off its business on
March 9, 2007, Bill Rochelle of Bloomberg News reports.

According to the source, American Communications Network Inc.,
the lead bidder, offered $8.6 million plus the assumption of
certain debts.

                   About American Communications

Farmington Hills, Mich.-based American Communications Network --
http://www.acninc.com/-- is a direct selling telecommunications  
company with operations in North America, Europe and Asia Pacific.

                       About Trinsic, Inc.

Based in Tampa, Florida, Trinsic, Inc. and its debtor-affiliates -
- http://www.ztel.com/and http://www.trinsic.com/-- offer
competitive local-exchange carrier services to residential and
business customers.  They lease network assets from incumbent
carriers to offer alternative local and long-distance voice and
data services.  The companies operate 189,000 residential local
access lines and 40,000 business lines.  Trinsic Communications,
Inc. is the principal operating subsidiary of the companies.

Trinsic, Inc. and its debtor-affiliates, Trinsic Communications,
Inc., Touch 1 Communications, Inc., Z-Tel Network Services, Inc.,
and Z-Tel Consumer Services, LLC filed for Chapter 11 protection n
February 7, 2007 (Bankr. S.D. Ala. Case No. 07-10320 through
07-10324).  Christopher S. Strickland, Esq., at Levine, Block &
Strickland, LLP, and Donald M. Wright, Esq., at Sirote & Permutt,
P.C., represent the Debtors in their restructuring efforts.  When
Trinsic, Inc. filed for protection from its creditors, it listed
total assets of $27,581,354 and total liabilities of $48,287,786.


TXU CORP: Earns $475 Million in Fourth Quarter 2006
---------------------------------------------------
TXU Corp. reported a $475 million net income available to common
shareholders for the fourth quarter 2006 compared to $356 million
in the fourth quarter of 2005.

Operational earnings, which exclude special items and income or
losses not related to continuing operations were $556 million in
the fourth quarter 2006 compared to $427 million in the fourth
quarter 2005.

For the full year 2006, TXU reported net income available to
common shareholders of $2,552 million compared to $1,712 million
for full year 2005.

Full year 2006 operational earnings were $2,592 million compared
to $1,628 million for full year 2005.

Reported earnings for fourth quarter 2006 included income from
discontinued operations of $6 million primarily related to
insurance recoveries from the settlement of claims associated with
the company's discontinued European operations.  Fourth quarter
2005 reported earnings included an $8 million charge for the
cumulative effect of adopting FIN 47, "Accounting for Conditional
Asset Retirement Obligations" and a $50 million after tax
extraordinary loss arising from an agreement to acquire the equity
interest in a lease trust, which resulted in consolidation of the
trust under FIN 46 (R), "Consolidation of Variable Interest
Entities."

Reported earnings for fourth quarter 2006 and 2005 included net
after-tax expenses of $87 million and $13 million, respectively,
treated as special items.

Reported earnings for full year 2006 included income from
discontinued operations of $87 million related primarily to a
reversal of a TXU Gas income tax reserve due to favorable
resolution of an IRS audit matter and insurance recoveries
recorded in the third and fourth quarters related to the
settlement of claims associated with the company's discontinued
European operations.  Reported earnings for full year 2005
included income from discontinued operations of $5 million and the
$8 million charge for the cumulative effect of changes in
accounting principles and the $50 million extraordinary loss.

Reported earnings for full year 2006 and 2005 included net after-
tax expenses of $127 million and net after-tax income of
$137 million respectively, treated as special items.

                     Business Segment Results

TXU Energy Holdings Segment

For fourth quarter 2006, the TXU Energy Holdings segment reported
net income of $484 million versus $362 million for the fourth
quarter 2005.  Special charges of $84 million were reported for
fourth quarter 2006 as compared to $13 million for fourth quarter
2005.

For full year 2006, the TXU Energy Holdings segment reported net
income of $2,363 million versus $1,363 million for full year 2005.
Special charges for 2006 were $132 million as compared to
$19 million for 2005.  

TXU Electric Delivery Segment

The TXU Electric Delivery segment reported net income of
$62 million for fourth quarter 2006.  For fourth quarter 2005,
reported net income was $49 million.  In fourth quarter 2006 there
were special items of $2 million in expenses.  There were no
special items in fourth quarter 2005.

For full year 2006, the TXU Electric Delivery segment reported net
income of $344 million compared to $351 million for the same
period in 2005.  Special item expenses for full year 2006 were
$5 million compared to $1 million in 2005.

Corporate

Corporate consists of TXU's remaining non-segment operations,
primarily discontinued operations, general corporate expenses,
interest on debt at the TXU Corp. level and activities involving
mineral interest holdings.

For fourth quarter 2006, the reported net loss for Corporate was
$71 million as compared to a fourth quarter 2005 loss of
$55 million.  Adjusting for the special items of $1 million and
income from discontinued operations of $6 million, operational
results were a loss of $76 million compared to a loss of
$58 million for fourth quarter 2005.

SG&A expense increased $19 million in fourth quarter 2006 compared
to the prior year period primarily due to $9 million of timing
differences and $8 million of corporate initiatives expenses
including the write-off of project costs.  Net interest expense
for fourth quarter 2006 increased $40 million primarily due to
higher average outstanding borrowings and higher interest rates
related to affiliate borrowings.

The full year 2006 reported net loss for Corporate was
$155 million.  For the comparable period in 2005, the net loss was
$2 million after preference stock dividends, reflecting the effect
of the dilution adjustment related to the May 2005 true-up for the
accelerated share repurchase program.  Adjusting for the special
items credit of $10 million and income from discontinued
operations of $87 million, full year 2006 operational results were
a loss of $252 million compared to a loss of $172 million for
2005.  

              Merger Deal with Kohlberg Kravis, et al.

As reported in the Troubled Company Reporter on Thursday, Mar 1,
2007, TXU, together with Kohlberg Kravis Roberts & Co. and Texas
Pacific Group, private equity firms, and Goldman Sachs & Co., a
private investment bank, executed a definitive merger agreement
under which an investor group led by KKR and TPG will acquire TXU
in a transaction valued at $45 billion.  

GS Capital Partners, Lehman Brothers, Citigroup and Morgan Stanley
intend to be equity investors at closing.  Under the terms of the
merger agreement, shareholders will be offered $69.25 per share at
closing, which represents a 25% premium to the average closing
share price over the 20 days ending Feb. 22, 2007.

                          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: Fitch May Downgrade Ratings after Leveraged Buyout
------------------------------------------------------------
TXU Corp., disclosed last Friday in its 2006 10-K filing that the
acquirers have obtained commitments from financial institutions
for $24.6 billion of debt financing to fund the leveraged buyout
transaction and that a substantial amount of this debt would be
incurred at the TXU Energy Co. LLC, subsidiary.  The Energy
borrowings would be secured by substantially all assets of Energy
and its subsidiaries, and guaranteed by substantially all of the
subsidiaries of Energy.

In addition, a portion of the acquisition debt would be raised by
the parent company, TXU.  If the transaction financing is
completed as disclosed, Fitch expects that the IDRs for TXU, TXU
US Holdings, Inc and Energy would be lowered to approximately the
'B' category.  The acquirers have represented that they will not
add incremental leverage to the regulated transmission and
distribution utility, TXU Delivery to fund the acquisition and
that its operations and financial activities would be
significantly separated from its affiliates.  Thus, the post-
acquisition ratings of Delivery could be substantially higher than
those of TXU, if Fitch finds that Delivery is sufficiently ring-
fenced from its affiliates.

Fitch notes that TXU expects the transaction to be completed
towards the end of 2007 and the financing plan may change in the
interim.  The transaction will have to clear a number of federal
and possibly state regulatory closing hurdles.  Legislation has
been proposed in Texas, that if passed, would require the parties
to obtain Public Utility Commission of Texas approval of the
transaction.  Additionally, while the acquisition has been
approved by TXU's Board of Directors, TXU is five days into a 50
day 'go shop' period contained in the Merger Agreement which
allows TXU to solicit and engage in discussions and negotiations
with respect to competing proposals.

On Feb 26, 2007, Fitch downgraded the ratings of TXU and its
subsidiaries and placed the issuers on Ratings Watch Negative.  
The rating actions followed the announcement that a Kohlberg,
Kravis and Roberts and Texas Pacific Group-led consortium have
signed an agreement to acquire TXU for $45 billion.  The ratings
actions were based on Fitch's concerns that the acquisition of TXU
would be funded through a highly levered entity, or result in the
incurrence of substantial indebtedness at the TXU holding company
or subsidiary levels.

TXU Corp is engaged in the generation, sale, delivery and
transmission of electricity primarily in Texas.


WINSTON HOTELS: Inks Merger Agreement with Wilbur Acquisition
-------------------------------------------------------------
Winston Hotels Inc. has entered into a definitive agreement
and plan of merger pursuant to which Wilbur Acquisition Holding
Company, LL,C has agreed to purchase 100% of the outstanding
shares of common stock of the company.

In the merger, each share of company common stock will be
converted into the right to receive $14.10 in cash.

The company's board of directors, upon the recommendation of a
special committee of its independent directors, unanimously
approved the merger agreement and will recommend approval of the
merger by the company's stockholders.  The stockholders will be
asked to vote on the proposed transaction at a special meeting
that will be held on a date to be announced.

"After careful consideration, we believe this transaction
represents an attractive value to our shareholders," said Robert
W. Winston III, chief executive officer.

The merger is expected to close in the second quarter of 2007,
subject to receipt of stockholder approval and other customary
closing conditions.  Upon the closing of the transaction, shares
of the company common stock will no longer be listed on the New
York Stock Exchange or publicly-traded.

The company does not expect the merger to affect the employees
managing and overseeing the operations of the company's hotels.

"Negotiations were conducted by a special committee of outside
directors." Joseph V. Green, president and chief financial
officer, added, "The company has gained significant momentum over
the last several years with substantial upgrades to our portfolio
and improvement in our operating results. This transaction
validates those efforts. We believe that the timing is right to
monetize the value the company has created for its shareholders."

Lehman Brothers Inc. acted as exclusive financial advisor and
Wyrick Robbins Yates & Ponton LLP acted as counsel to the special
committee of the company's board of directors.  JF Capital
Advisors LLC acted as financial advisor and Hunton & Williams LLP
acted as counsel to the company.  Merrill Lynch & Co. acted as
exclusive financial advisor and Skadden, Arps, Slate, Meagher &
Flom LLP acted as counsel to the buyer.  Acquisition financing is
being provided by Merrill Lynch.

Winston Hotels, Inc., (NYSE: WXH) is a lodging REIT headquartered
in Raleigh, North Carolina, USA.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Moody's Investors Service raised the preferred stock rating
of Winston Hotels, Inc. to B2, from B3, and revised its rating
outlook to stable.


* Sixteen Morris, Manning & Martin Attorneys Named Super Lawyers
----------------------------------------------------------------
Sixteen attorneys at Morris, Manning & Martin, LLP have been named
2007 Super Lawyers.

The partners, and the categories in which they were honored,
include:

   * Chuck Beaudrot -- Tax
   * Jeanna Brannon -- Real Estate Transactions
   * Cass Brewer -- Tax
   * David Cranshaw -- Bankruptcy
   * John Fry -- Intellectual Property Litigation
   * Mac Hunter -- Business/Corporate
   * Don Loft -- Business Litigation
   * John MacNaughton -- Class Action/Mass Torts
   * Joe Manning -- Securities Litigation
   * Dan Mohan -- Healthcare
   * Sonny Morris -- Real Estate Transactions
   * Tom Player -- Business/Corporate
   * Gerald Pouncey -- Environmental/Land Use
   * David Rabin -- Intellectual Property Litigation
   * Tim Tingkang Xia, Ph.D. -- Intellectual Property
   * John Yates -- Business/Corporate (Technology)

The Super Lawyers, who are featured in the March issue of Atlanta
magazine, represent the top five percent of Georgia attorneys in
more than 60 practice areas.

Legal publisher Law & Politics chooses the qualified candidates
through an evaluation process that incorporates both peer
recognition and professional achievement.  It mails ballots to
more than 23,000 lawyers across the state, and asks them to
nominate deserving individuals.  It also researches attorneys by
reviewing national and local news sources and journals, searching
databases and conducting interviews. The peer review and internal
research act as a system of checks and balances.

Morris, Manning & Martin, LLP -- http://www.mmmlaw.com/-- enjoys  
national prominence for its corporate finance, securities,
litigation, technology, real estate and real estate capital
markets, environmental, insurance and healthcare practices.  The
firm has offices in Atlanta, Washington, D.C., Charlotte, Raleigh-
Durham and Princeton.


* BOND PRICING: For the Week of February 26 - March 2, 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, Jason A. Nieva,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Melanie C. Pador, Tara
Marie A. Martin, Frauline S. Abangan, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***