TCR_Public/070306.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, March 6, 2007, Vol. 11, No. 55

                             Headlines

ADVA-LITE: Case Summary & 30 Largest Unsecured Creditors
ADVA-LITE: Organizational Meeting Scheduled on March 13
ADVANCED MARKETING: Wants to Pay Employee Sale-Related Incentives
ALASKA AIR: Posts $52.6 Million Net Loss in Year Ended December 31
ALLIANCE ONE: Selling $150 Million of 8.5% Senior Unsecured Notes

ALLIED HOLDINGS: Discloses Treatment of Claims Under Chap. 11 Plan
ALLIED HOLDINGS: Discloses Financial Projections Under Ch. 11 Plan
ANN-LEE CONSTRUCTION: Can Use Cash Collateral on Interim Basis
ANN-LEE CONSTRUCTION: U.S. Trustee Picks 3-Member Creditor's Panel
ARBOR OF FARMERVILLE: Voluntary Chapter 11 Case Summary

ARCTIC GLACIER: DBRS Confirms BB Rating on Senior Secured Notes
ASARCO LLC: ASARCO Master Wants to Enter into Earth Tech Contract
ATLANTIC & WESTERN: PXRE Default Prompts Fitch's Negative Watch
ASSOCIATED VISUAL: Case Summary & 28 Largest Unsecured Creditors
AVNET INC: Moody's Rates $250 Million Senior Notes at Ba1

BANC OF AMERICA: Fitch Rates $1.7 Mil. Class B-5 Certificates at B
BANC OF AMERICA: Fitch Rates $11.7 Million Class P Certs. at B-
BANC OF AMERICA: Fitch Puts Low-B Ratings on Four Cert. Classes
BEARINGPOINT INC: Reports Inability to File 2006 Form 10-K
BEARINGPOINT INC: Secures Limited Waiver from Lenders

BEARINGPOINT INC: Discloses Preliminary 2006 Financial Results
BELDEN CDT: Earns $65.9 Million in Year Ended 2006
BELDEN CDT: Moody's Holds Rating and Revises Outlook to Positive
BELDEN CDT: S&P Lifts Corporate Credit Rating to BB+ from BB-
BRANKLE BROKERAGE: Case Summary and 7 Largest Unsecured Creditors

BUCKEYE TECH: Plans to Redeem $5 Million of 9-1/4% Senior Notes
CALPINE CORP: Gets Court Nod to Contribute $23 Mil. to Greenfield
CALPINE CORP: Equity Panel Wants Perella as Financial Advisor
CAPRIUS INC: Completes $2.5 Million Preferred Stock Placement
CHASE MORTGAGE: Fitch Rates $1.6MM Class II-B4 Certificates at B

CITIMORTGAGE: Fitch Rates $2.4 Mil. Class B-5 Certificates at B
CITIZENS COMMS: Pa. Commission Okays Commonwealth Telephone Buy
COLTS 2007-1: Fitch Rates $22 Million Class E Interest Notes at BB
CONSTELLATION BRANDS: Fitch Shaves Issuer Default Rating to BB-
CONSUMERS ENERGY: Earns $184 Million in Year Ended December 31

CORRECTIONS CORP: S&P Lifts Corporate Credit Rating to BB from BB-
CWALT INC: Fitch Rates $1.29 Million Class B-4 Certificates at B
CWALT INC: Fitch Rates $6.31 Million Class B-4 Certificates at B
CWALT INC: Fitch Rates $1.75 Million Class B-4 certificates at B
CWMBS INC: Fitch Rates $1.1 Million Class B-4 Certificates at B

DAIMLERCHRYSLER AG: Blackstone is Lead Contender for U.S. Unit
DAKOTA ARMS: Court Approves Sale of Business to Technology Funding
DEAN FOODS: Discloses $15 Per Share Special Dividend Plan
DEAN FOODS: Special Dividend Plan Cues S&P to Lower Ratings
DELHAIZE AMERICA: Good Performance Cues S&P's Positive Outlook

DIAMOND ENT: Dec. 31 Balance Sheet Upside-Down by $7.2 Million
DOBSON COMMUNICATIONS: Earns $12.7 Million in Year Ended Dec. 31
EMI GROUP: Junks Warner's $4.1 Billion Takeover Bid
ENRON CORP: Court Okays $13.5 Million Kirkland & UC Settlement
ERIC NADEL: Case Summary and Largest Unsecured Creditor

EXCEPTIONAL TECH: Starts Distribution Under Liquidation Plan
FEDERAL-MOGUL: Ernst & Young Raises Going Concern Doubt
FORD MOTOR: Signs Deal Selling APCO to Trident IV
GAP INC: Earns $219 Million for Period Ended February 3
GARDNER ZINE: Case Summary & 20 Largest Unsecured Creditors

GREEN SPRINGS: Fitch Holds Junk Rating on $14.6 Mil. Revenue Bonds
HILTON HOTELS: Scandic Hotel Sale Prompts S&P to Lift Ratings
HM RIVERGROUP: S&P Places B- Corporate Credit Rating on Neg. Watch
INDYMAC MBS: Fitch Rates $1.6 Million Class B-5 Certificates at B
ITRON INC: Completes Private Placement of 4,086,958 Shares

ITRON INC: Earns $33.8 Million in Year Ended December 31
JP MORGAN: Fitch Rates $1.5 Million Class C-B-5 Certificates at B
JONG SUNG PARK: Case Summary & 32 Largest Unsecured Creditors
KEVIN HAMMERSMITH: Case Summary & 20 Largest Unsecured Creditors
KIRSHAN SUDAN: Chapter 15 Petition Summary

KYPHON INC.: Reports $39.7 Million Net Income in Yr. Ended Dec. 31
LA WEST: Case Summary & 20 Largest Unsecured Creditors
LB-UBS: Fitch Places Low-B Ratings on Three Certificate Classes
LCM V: S&P Assigns BB Rating on $16.5 Million Class E Notes
LENOX GROUP: Market Decline Prompts Minnesota Facility Closure

LEVEL 3: Gets Requisite Consents for 11% Senior Notes due 2008
LEVI STRAUSS: S&P Rates Proposed $325 Million Senior Loan at B
MENDOCINO COAST: S&P Slashes Bonds' Rating to B from BBB
MERITAGE HOMES: Fitch Rates $150 Million Senior Notes at B+
MERRILL LYNCH: Fitch Lifts Certificates' Rating & Puts Watch

NATIONSLINK FUNDING: S&P Holds Class F Certificates' Rating at B
NEW CENTURY: Delays Filing of Form 10-K for Year Ended Dec. 31
NEW CENTURY: Delay in SEC Filings Cue S&P to Lower Rating to B
NORMA BARLOW: Case Summary & 10 Largest Unsecured Creditors
NORTEL NETWORKS: DBRS Says Restatements Won't Affect Low-B Ratings

ON SEMICONDUCTOR: Dec. 31 Balance Sheet Upside-Down by $225.4 Mil.
PACIFIC LUMBER: Scopac Taps Blackstone as Financial Advisor
PACIFIC LUMBER: Scopac Wants to Employ Logan as Claims Agent
PENNSYLVANIA PORT AUTHORITY: Fitch Holds BB+ Rating on Bonds
PROCARE AUTOMOTIVE: Court Confirms Amended Liquidation Plan

RAY'S DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
REALOGY CORP: Moody's Rates Proposed $4.27 Billion Facility at Ba3
RELIANT ENERGY: S&P Holds B Rating and Revises Outlook to Positive
RESIDENTIAL ACCREDIT: Fitch Rates $4MM Class B-2 Certificates at B
RESIDENTIAL FUNDING: Fitch Rates $944,300 class B-2 Certs. at B

RIVERDEEP INTERACTIVE: Filing Delay Cues S&P's Negative Watch
ROGERS COMMS: Fitch Lifts Issuer Default Rating to BBB- from BB
SCHOONER TRUST: DBRS Confirms Low-B Ratings on Six Class Certs.
SEALY CORPORATION: Earns $74 Million in Year Ended November 26
SGS INTERNATIONAL: Good Performance Cues S&P's Stable Outlook

SIGN SERVICES: Case Summary & 11 Largest Unsecured Creditors
TENNECO INC: Timothy Donovan Resigns as Executive Vice-President
TENNECO INC: Moody's Rates $830 Million Loans at Ba1
TENNECO INC: S&P Rates Proposed $830 Mil. Bank Facilities at BB
TOWER RECORDS: Court Sets March 15 Auction Sale of IP Assets

TOWER RECORDS: Selects Hilco Merchant as Liquidation Consultant
TOWER RECORDS: Northridge Lease Assignment Period Moved to Mar. 30
TXU CORP: S&P Pares Corporate Credit Rating to BB from BBB-
WAMU MORTGAGE: Fitch Rates $4.9 Mil. Class 4-B-5 Certificates at B
WELLS FARGO: Fitch Assigns Low-B Ratings to 4 Certificate Classes

WELLS FARGO: Fitch Rates $2.8 Mil. Class B-5 Certificates at B
WESTWAYS FUNDING: Fitch Rates $77 Million Income Notes at BB
WILLIAM KENT LUTZ: Case Summary & 18 Largest Unsecured Creditors
WM BOLTHOUSE: Poor Performance Cues S&P's Negative CreditWatch

* Seneca Financial Relocates Offices to New York City

* Large Companies with Insolvent Balance Sheets

                             *********

ADVA-LITE: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Adva-Lite, Inc.
             7340 Bryan Dairy Road
             Largo, FL 33777

Bankruptcy Case No.: 07-10264

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Toppers, LLC                               07-10265
      CGI, Inc.                                  07-10267
      It's All Greek To Me, Inc.                 07-10269
      Corvest Promotional Products, Inc.         07-10270
      Corvest Group, Inc.                        07-10271

Type of Business: Adva-Lite, It's All Greek, and Toppers are
                  subsidiaries of Corvest Promotional.

                  Adva-Lite manufactures and markets personal
                  lighting gizmos, writing instruments,
                  beverageware, and tools.  It's All Greek
                  provides custom plush products.  Toppers offers
                  sports bags, totes, luggage, caps, and other
                  business accessories.

Chapter 11 Petition Date: February 28, 2007

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Kara Hammond Coyle, Esq.
                  Young Conaway Stargatt & Taylor LLP
                  1000 West Street, 17th Floor
                  Brandywine Building
                  Wilmington, DE 19801
                  Tel: (302) 571-6600

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Adva-Lite, Inc.             $1 Million to      $1 Million to
                            $100 Million       $100 Million

Toppers, LLC                $1 Million to      $1 Million to
                            $100 Million       $100 Million

CGI, Inc.                   Less than $10,000  Less than $10,000

It's All Greek To Me,       $1 Million to      $1 Million to
Inc.                       $100 Million       $100 Million

Corvest Promotional         $1 Million to      $1 Million to
Products, Inc.             $100 Million       $100 Million

Corvest Group, Inc.         Less than $10,000  Less than $10,000

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
PNC Equity Management         Noteholder - Corvest   $29,120,000
One PNC Plaza                 Group Inc.
249 Fifth Avenue
Pittsburgh, PA 15222-2707

Maxim                         Trade - Toppers         $2,897,774
2nd Floor Sund Chaing Road
Taipei, Taiwan

Maxim                         Trade - Adva-Lite       $1,527,810
2nd Floor Sund Chaing Road
Taipei, Taiwan

UPS Supply Chain              Trade - Corvest           $919,864
Solutions Inc.                Promotional
P.O. Box 371232
Pittsburgh, PA 15250-7232

Hollco Int'l (HK) Ltd.        Trade - Toppers           $813,554
Unit 901 9/F Lip Po Sun Plaza
28 Canton TR Tsim Sha Tsui
Knowloon, Hong Kong

Cheer Honest Int'l Ltd.       Trade - Toppers           $534,107
Room 19, 7/F Block A
6 Wang Lkwun Road
Proficient Ind
Knowloon, Hong Kong

Tung Fat Industries Ltd.      Trade - Adva-Lite         $435,144
11/F Kwong on Bank Building
728-730 Nathan Road
Mongkok
Knowloon, Hong Kong

Global Headwear Ltd.          Trade - Toppers           $358,718
Room 1803-1806
18/F Ent Square 3
39 Wang Chiu Road
Knowloon Bay
Knowloon, Hong Kong

Arandell Corporation          Trade - Corvest           $321,874
Attn: Bobbi Pfeiffer          Promotional
North 82 West                 
13118 Leon Road
Memomonee Falls, WI 53051-3328

Green Toyland Limited         Trade - It's All          $311,620
#174-3 Keoyeo-Dong            Greek to Me
Songpa-Ku
Seoul, Korea

D J Plush Toys                Trade - It's All          $311,499
Room 1701-2 113-115           Greek to Me
Argyle Street
Mongkok
Knowloon, Hong Kong

Maxim                         Trade - It's All          $254,122
No. 641 Hongzong Road         Greek to Me
Shanghai, China

Pepper Hamilton LLP           Trade - Corvest           $217,460
400 Berwyn Park               Promotional
899 Cassat Road
Berwyn, PA 19312-1183

Joong A Toy Co., Ltd.         Trade - It's All          $197,239
                              Greek to Me

Trivest Service Corp.         Trade - Corvest           $174,605
                              Promotional

Jeyson Industrial             Trade - Toppers           $168,124

Index Industrial Corp.        Trade - Toppers           $153,364

Trade Am Int'l                Trade - Toppers            $88,692

Tore Corporation              Trade - It's All           $87,166
                              Greek to Me

Eric Beare                    Trade - Adva-Lite          $83,681

Super Union Industrial Lrd.   Trade - It's All           $81,043
                              Greek to Me

Zenobia Creations             Trade - It's All           $79,266
                              Greek to Me

UPS                           Trade - Toppers            $72,883

Der lee Enterprises           Trade - Toppers            $69,732

Headwind Ceramic Ltd.         Trade - Adva-Lite          $66,766

Marsh USA - Atlanta           Trade - Corvest            $63,277
                              Promotional

CDI International             Trade - Adva-Lite          $62,591

China Sourcing, Inc.          Trade - Adva-Lite          $53,676

John Manufacturing, Ltd.      Trade - Adva-Lite          $51,663

Precision Litho Service, Inc. Trade - Corvest            $44,006
                              Promotional


ADVA-LITE: Organizational Meeting Scheduled on March 13
-------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Adva-Lite, Inc. and its debtor-affiliates'
chapter 11 cases at 10:00 a.m., on March 13, 2007, at Room 5209,
J. Caleb Boggs Federal Building, 844 North King Street in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Based in Largo, Fla., Adva-Lite, Inc. --http://www.advalite.com/
-- a wholly owned subsidiary of Corvest Promotional Products,
Inc., manufactures and markets personal lighting gizmos, writing
instruments, beverageware, and tools.  The company's affiliate,
It's All Greek To Me, Inc., provides custom plush products.  
Toppers LLC, another affiliate, offers sports bags, totes,
luggage, caps, and other business accessories.


ADVANCED MARKETING: Wants to Pay Employee Sale-Related Incentives
-----------------------------------------------------------------
Advanced Marketing Services and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
approval for the payment of:

a) sale-related incentives to AMS employees including    
    members of senior management (AMS Management Incentive    
    Plan)

b) retention plan to certain AMS non-management employees (AMS
    Employee Retention Plan)
    
c) allowing all payments thereunder as administrative expenses of
    the estates.
   
This request is being made to ensure the continued availability of
qualified, trained, and motivated personnel and executives
necessary to bring an AMS sale to completion and to oversee and
implement the complicated business arrangements necessary to
effect a sale of the business or its material parts and an
inventory return program.

As reported in the Troubled Company Reporter on Feb. 27, 2007, AMS
and Baker & Taylor Inc. signed on Feb. 16, 2007, an asset purchase
agreement for the sale of majority of Debtor's assets.

As reported in the Troubled Company Reporter on Feb. 23, 2007, the
Court approved the asset purchase agreement between Publishers
Group West Inc. and Perseus Books LLC pursuant to which PGW will
transition to Perseus the books and business of all publishers who
consented to the deal.

The aforementioned plans were formulated to provide incentives and
reward the performance of critical employees who were called upon
to take on additional responsibilities and expend significantly
more hours working than contemplated by the normal terms of their
employment, as part of Debtors' efforts to negotiate and close the
PGW transaction and solicit interest of Baker & Taylor and
potential overbidders for the AMS business.

The approval and implementation of the AMS Management Incentive    
Plan and AMS Employee Retention Plan assures not only continued
services for the consenting publishers under the asset purchase
agreement between PGW and Perseus, but also a significant
reduction in claims against the estate of PGW.  Under the Perseus
deal, PGW will continue to provide transition services to Perseus
following the closing.  

Furthermore, the services of these key employees will be required
in order to complete the return of $40 million of inventory not to
be acquired by Baker & Taylor in the 20 days contemplated by the
asset purchase agreement the company signed with Baker & Taylor.

                 Management Incentive Plan Summary

A pool of funds shall be made available to the AMS Incentive Plan
Participants (the "Incentive Compensation Pool"), conditioned upon
the occurrence of either the closing of the asset to Baker &
Taylor or a transaction that is higher or otherwise better.  

As a further condition to payment, AMS has required the successful
completion of an inventory return program.  The Baker & Taylor
sale documents currently provide that, unless otherwise agreed by
Baker & Taylor, all inventory must be removed from AMS's
facilities within 20 days of closing to the extent that it is not
sold to Baker &Taylor.  

The initial amount of the Incentive Compensation Pool shall be
$765,000.  Additional compensation will only be earned upon
consummation of an alternative transaction of a higher or better
value than the value that the Debtors would receive upon
consummation of the Baker & Taylor sale.

The increase, if any, to the Incentive Compensation Pool will only
increase as the aggregate consideration received by the Debtors
increases, subject to the further condition that the aggregate
consideration received by the Debtors are sufficient to pay the
break up fee (if any) owed to Baker & Taylor under the asset
purchase agreement.

Debtors propose that the Incentive Compensation Pool receive 1% of
any additional consideration in excess of the purchase price under
the asset purchase agreement.  For any additional consideration
that exceeds $2 million above the purchase price under the asset
purchase agreement, the Incentive Compensation Pool shall receive
2% of such excess consideration.

                  Employee Retention Plan Summary

The new AMS Employee Retention Plan provides for payments to
certain additional key employees of AMS based on their continued
employments with AMS (the "AMS Retention Payments").  The Debtors
have determined that the total anticipated cost of the AMS
Employee Retention Program is approximately $915,000, net of
applicable employer paid taxes.  The AMS Employee Retention
Program applies to approximately 67 employees.  

Pursuant to the Plan, key employees are eligible to receive
bonuses in the range of $7,500 to $50,000, based on (1) a
conideration of their compensation in effect upon their approval
for participation in the AMS Employee Retention Plan, (2)
employment position classification, and (3) continued employment
with the Debtors on April 30, 2007.  Importantly, any key employee
that receive an offer of employment by Baker & Taylor will not be
eligible for payment under the plan.

Debtors believe that the potential costs associated with the loss
of employees would be far in excess of the combined costs of the
AMS Employee Retention Plan, and that without the Plan, the
employees will leave, causing an interruption in AMS's business
operations and irreversible harm to the value of the estates.

The Debtors also believe that the loss of these key employees may
make it impossible to close the sale to Baker & Taylor and thus to
realize value for the estate, and will make the inventory program
contemplated by the agreement with Baker & Taylor more expensive
to implement.

                         Debtors Arguments

Implementation of the AMS Employee Programs pursuant to Section
363(b) of the Bankruptcy Code is a valid Exercise of the Debtors'
judgment.

  -- Debtors have articulated a valid business reason for
     implementing the AMS Management Incentive Plan.

  -- The AMS Employee Retention Plan is supported by a valid
     business reason.

Implementation of the AMS Employee Programs may additionally be
authorized pursuant to Section 105(a) of the Bankruptcy Code.

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  

The Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007.


ALASKA AIR: Posts $52.6 Million Net Loss in Year Ended December 31
------------------------------------------------------------------
Alaska Air Group Inc. reported a full year net loss of
$52.6 million on total operating revenues of $3.3 billion in 2006,
compared to a net loss of $5.9 million on total operating revenues
of $3 billion in 2005.  

The 2006 results include charges related to the transition to an
all-Boeing 737 fleet at Alaska Airlines and for voluntary
severance programs related to new labor contracts, as well as
mark-to-market fuel hedging adjustments.

The 2005 results similarly include mark-to-market fuel hedge
adjustments, voluntary severance program charges, a refund of
Mexico navigation fees and the cumulative effect of a change in
the company's maintenance accounting policy.

Excluding the impact of these items, 2006 net income would have
been $137.7 million, compared to a net income of $55 million in
2005.

The company reported a fourth quarter net loss of $11.6 million on
total operating revenues of $790.3 million in 2006, compared to a
net loss of $33 million on total operating revenues of
$730.6 million in the fourth quarter of 2005.
     
"While unit revenue growth slowed somewhat during the fourth
quarter, our full year adjusted earnings show steady improvement
over the last five years," said Bill Ayer, the company's chairman
and chief executive officer.  "This positive trend reflects the
commitment of employees at Alaska and Horizon to achieve our
customer, operational and financial goals.  Alaska's transition by
the end of 2008 to an all-737 fleet will further our efforts to
reduce costs while delivering a compelling customer value."

Because the company achieved a number of financial and operational
goals, Air Group employees have earned $36.8 million of incentive
pay.  This is the highest incentive payout in the company's
history.  In addition, the marked improvement in operating cash
flows allowed the company to contribute nearly $122 million to its
defined benefit pension plans in 2006, bringing the funded
percentage to nearly 80 percent based on the projected benefit
obligation of the plans.

At Dec. 31, 2006, the company's balance sheet showed $4.1 billion
in total assets, $3.2 billion in total liabilities, and
$885.5 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?1aaf

Alaska Air Group had cash and short-term investments at
Dec. 31, 2006, of approximately $1 billion, compared to
$983 million at Dec. 31, 2005.  The company's debt-to-capital
ratio, assuming aircraft operating leases are capitalized at seven
times annualized rent, improved to 72 percent as of Dec. 31, 2006.      
     
                       About Alaska Air Group

Seattle, Wash.-based Alaska Air Group Inc. (NYSE: ALK) --
http://alaskaair.com/-- is a holding company with two principal
subsidiaries, Alaska Airlines Inc. and Horizon Air Industries Inc.  
Alaska Airlines and Horizon Air together serve 89 cities through
an expansive network throughout Alaska, the Lower 48, Canada and
Mexico.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Moody's Investors Service affirmed the corporate family rating of
Alaska Air Group Inc. and the Equipment Trust Certificate rating
of Alaska Airlines Inc. at B1, and changed the outlook to stable
from negative.


ALLIANCE ONE: Selling $150 Million of 8.5% Senior Unsecured Notes
-----------------------------------------------------------------
Alliance One International Inc. has agreed to sell $150 million
an aggregate principal amount of unsecured 8.5% senior notes due
2012.  The senior notes will be sold at 99.507% of their face
amount.

The company intends to use the proceeds of the proposed offering
to repay outstanding borrowings under its existing senior secured
term loans.  The offering of the notes is subject to certain
customary closing conditions.

Based in Morrisville, North Carolina, Alliance One
International, Inc. (NYSE:AOI) -- http://www.aointl.com/-- is a   
leaf tobacco merchant.  The company has worldwide operations in
Argentina, Bangladesh, Brazil, Bulgaria, Canada, China, France,
Philippines, Malaysia, and Singapore.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service's confirmed its B2 Corporate Family
Rating for Alliance One International, Inc., and upgraded its B2
rating on the Company's $300 million senior secured revolver to
B1.  In addition, Moody's assigned an LGD3 rating to notes,
suggesting noteholders will experience a 37% loss in the event of
a default.


ALLIED HOLDINGS: Discloses Treatment of Claims Under Chap. 11 Plan
------------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates, together with
Yucaipa Co., their largest single unsecured creditor, and the
Teamsters National Automobile Transportation Industry Negotiating
Committee, which represents the interests of approximately 3,300
of their employees, delivered to the Honorable Ray Mullins of the
U.S. Bankruptcy Court for the Northern District of Georgia on
March 2, 2007, a Joint Plan of Reorganization for the resolution
of outstanding claims and interests against the Debtors.

The Plan Proponents also presented to Judge Mullins a disclosure
statement intended to provide "adequate information" to enable
creditors to make an informed judgment on the Joint Plan.

According to the Disclosure Statement, the linchpin to the
Debtors' reorganization is an amendment to their collective
bargaining agreement with the Teamsters.  The amendment provides
for concessions, not exceeding $35,000,000 annually, from the
terms of the original CBA for a three-year period.

Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that, under the Plan, the Debtors will be
reorganized through, among other things, the consummation of
various transactions:

   (i) payment in cash of all secured claims arising under or
       pursuant to the debtor-in-possession credit documents;

  (ii) payment in cash, reinstatement, return of collateral or
       other treatment of other secured claims agreed between the
       holder of each claim and Yucaipa;

(iii) distribution of new common stock on a pro rata basis to
       the holders of allowed general unsecured claims;

  (iv) cancellation of the existing interests in the Debtors;

   (v) assumption of equipment leases, customer contracts, and
       real property leases that are favorable to the Debtors'
       businesses; and

  (vi) the funding of the debt or equity financing to be provided
       on the effective date to the Reorganized Debtors.

The Plan contemplates the reorganization and ongoing business
operations of the Debtors, and the resolution of the outstanding
claims against and interests in the Debtors pursuant to Sections
1129(a) and 1123 of the Bankruptcy Code.

Pursuant to a stipulation, the Debtors and Yucaipa agreed that
any Plan and Disclosure Statement filed on March 2 would be
deemed timely filed.

                     Treatment of Claims

Pursuant to Section 1123(a)(l), administrative expense claims,
claims of the DIP lenders and priority tax claims against the
Debtors are not classified for purposes of voting on, or
receiving Distributions under the Plan:

                                                       Entitled
Class  Designation             Impairment   Recovery  to Vote?
-----  -----------             ----------   --------  --------
n/a    Administrative          Unimpaired       100%        No
        Expense Claims
  
n/a    Priority Tax Claims     Unimpaired       100%        No
  
n/a    DIP Financing           Unimpaired       100%        No

During the Chapter 11 Cases, the holders of prepetition lender
claims with respect to the prepetition loan facility for
$180,000,000 received, in full satisfaction of their claims, Cash
equal to 100% of their Claims and, as a result, Prepetition
Lender Claims are not classified for purposes of voting on or
receiving Distributions under the Plan.

For classification, voting, and treatment purposes, the Plan
classifies all Claims against and Interests in the Debtors into
11 separate classes:

                                                       Entitled
Class  Designation             Impairment   Recovery  to Vote?
-----  -----------             ----------   --------  --------
   1    Other Secured Claims    Unimpaired/      N.A.  Yes if
                                Impaired               Impaired;
                                Depending on           No if
                                Recovery               Unimpaired

   2    Priority Non-Tax        Unimpaired       N.A.     No
        Claims

   3    Workers' Compensation   Unimpaired       100%     No
        Claims

  4A    General Unsecured       Impaired         [ ]%    Yes
        Claims

  4B    Insured Claims          Impaired         [ ]%    Yes

  4C    Other Insured Claims    Impaired         [ ]%    Yes

   5    Intercompany Claims     Impaired           0%     No

   6    Subordinated General    Impaired         N.A.     No
        Unsecured Claims

  7A    Old Allied Holdings     Impaired           0%     No
        Common Stock

  7B    Old Other Debtors       Impaired           0%     No
        Common Stock

  7C    Old Allied Holdings     Impaired           0%     No
        Stock Rights

Each Holder of an Allowed Secured Claim in Class 1 will, in the
discretion of Yucaipa, after consultation with the Debtors and
the Official Committee of Unsecured Creditors, receive, in full
satisfaction, settlement, release and discharge of, and in
exchange for, its Allowed Class 1 Claim, any one or a combination
of any of these:

   (i) Cash in an amount equal to the Allowed Class 1 Claim;

  (ii) deferred Cash payments totaling at least the Allowed
       amount of the Allowed Class 1 Claim, of a value, as of
       the Effective Date, of at least the value of that Holder's
       interest in the Debtors' property securing the Allowed
       Class 1 Claim;

(iii) the property of the Debtors securing the holder's Allowed
       Class 1 Claim;

  (iv) Cash payments or liens amounting to the indubitable
       equivalent of the value of the holder's interest in the
       Debtors' property securing the Allowed Class 1 Claim;

   (v) reinstatement of the Allowed Class 1 Claim; or

  (vi) other treatment as Yucaipa and the holder will have agreed
       upon in writing.

The Plan Proponents expect that the Claims of the members certain
subclasses of Class 1 will be Unimpaired under Sections (i) and
(v); and the Claims of the members of certain subclasses of Class
1 will be Impaired under Sections (ii), (iii), (iv) and (vi).

Holders of Allowed Other Secured Claims will be paid in full,
receive their collateral back, receive payments over time or
receive some other treatment that provides them with the
"indubitable equivalent" of their claims.

Holders of Allowed Administrative Expense Claims and holders of
Allowed Priority Non-Tax Claims will generally receive a one-time
Cash payment equal to the Allowed Claim amounts of their Claims
in satisfaction of those Claims.

Each Holder of an Allowed Priority Tax Claim due and payable on
or prior to the Effective Date either:

   (a) will be paid the full unpaid amount of the Allowed Priority
       Tax Claim in Cash on the Effective Date, or on other terms
       as may be agreed upon by the Holder, Yucaipa or the
       Reorganized Debtors;

   (b) will receive deferred Cash payments, over a period ending
       not later than six years from the date of assessment,
       totaling the principal amount of the Priority Tax Claim
       plus simple interest on any outstanding balance from the
       Effective Date calculated at a fixed rate of 4% per annum
       from the Effective Date, or a lesser rate agreed to by
       a particular taxing authority; or

   (c) otherwise will be paid as provided for in a Court order.

Holders of Allowed General Unsecured Claims will receive a pro
rata distribution of new Allied Holdings common stock.  

Holders of equity interests will receive nothing under the Plan.

              Assumption of Contracts and Leases

On the Effective Date, in addition to all executory contracts and
unexpired leases that have been previously assumed by the
Debtors, all executory contracts and unexpired leases of the
Reorganized Debtors are deemed assumed in accordance with the
provisions and requirements of Sections 365 and 1123.

Yucaipa, after consultation with the Debtors and the Creditors
Committee will file the Contract/Lease Schedule.  Yucaipa
reserves the right to amend the Contract/Lease Schedule at any
time up to 10 days before the confirmation hearing to add a
contract or lease and up to three days before the Confirmation
Hearing to delete a contract or lease.

All executory contracts or unexpired leases of the Reorganized
Debtors not set forth on the Contract/Lease Schedule that were
not previously rejected will be deemed rejected as of the
Effective Date.

Any Holder of any Claim arising from the rejection of an
executory contract or unexpired lease must file a proof of claim
within the earlier of 30 days following entry of a Court order
authorizing the rejection or 30 days after the confirmation date.
Entry of a confirmation order will constitute approval of the
rejections.  Each executory contract and unexpired lease assumed
and assigned will remain in full force and effect and be fully
enforceable by the applicable Reorganized Debtor.

The failure of any non-Debtor party to an executory contract or
unexpired lease to file and serve an objection to the cure amount
listed on the Contract/Lease Schedule for an executory contract
or unexpired lease will be deemed consent to the cure amount.

The CBA between the Teamsters and the Debtors will be amended and
assumed by the Reorganized Debtors.  A full-text copy of the
amended labor deal term sheet is available for free at:

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

                 Continued Corporate Existence

After the Effective Date, each of the Reorganized Debtors will
continue to exist in accordance with the law in the jurisdiction
in which it is incorporated or organized and pursuant to its
certificate of incorporation and bylaws or other applicable
organizational document in effect prior to the Effective Date.

On and after the Effective Date, all property of the estates,
including all Claims, rights and causes of action and any
property acquired by any Debtor or Reorganized Debtor under or in
connection with the Plan, will vest in the Reorganized Debtors
free and clear of all Claims, Liens, charges, other encumbrances
and Interests.  Each of the Reorganized Debtors may operate its
business, may use, acquire and dispose of property, may retain,
compensate and pay any professionals or advisors, and compromise
or settle any Claims or Interests without supervision of or
approval by the Bankruptcy Court and free and clear of any
restrictions of the Bankruptcy Code or the Federal Rules of
Bankruptcy Procedure other than restrictions expressly imposed by
the Plan or the confirmation order.

The Plan is premised on the substantive consolidation of all of
the Debtors with respect to the treatment of all Claims and
Interests except for the Other Secured Claims in Class 1, which
claims will be deemed to apply separately with respect to the
Plan proposed by each Debtor.

The Plan will serve as a request by the Plan Proponents, in lieu
of a separate motion, to the Court, that it grant substantive
consolidation with respect to the treatment of all Claims and
Interests other than Class 1 Claims so that on the Effective
Date:  

   (a) all intercompany claims will be eliminated;

   (b) all assets and liabilities of the Debtors will be merged
       or treated as though they were merged;

   (c) all guarantees of the Debtors of the obligations of any
       other Debtor and any joint or several liability of any of
       the Debtors will be eliminated; and

   (d) each Claim or Interest, except for Other Secured Claims,
       against any Debtor will be deemed filed against the
       consolidated Debtors and all Claims filed against more
       than one Debtor for the same liability will be deemed one
       claim against any obligation of the consolidated Debtors.

The Reorganized Debtors will obtain exit financing on the
Effective Date.   Term sheets relating to the Exit Financing will
be contained in a Plan supplement.  The Reorganized Debtors will
have the right and authority without further Court order to raise
additional capital and obtain additional financing that the
boards of directors of the applicable Reorganized Debtors deem
appropriate.

In addition, the Reorganized Debtors will issue authorized New
Common Stock to the Reorganized Debtor that was that Debtor's
corporate parent prior to the Effective Date, so that each
Reorganized Debtor will retain its 100% ownership of its
prepetition subsidiary.

                   Canadian Operations Sale

One of Allied's major competitors is Performance Transportation
Services, Inc., which is the parent company for E & L Transport
Company, Hadley Auto Transport and Leaseway Auto Carrier.  
Yucaipa owns majority of the equity interests in PTS and has
appointed designees to the PTS board of directors.

After the Effective Date, the Reorganized Debtors will consider
selling, subject to the discretion of Yucaipa, all of their
assets utilized in connection with their operations in Canada.  
If the Reorganized Debtors engage in a sale process with respect
to the Canadian Operations Sale, it is contemplated that
PTS/Leaseway Motorcar Transport Company would act as a stalking
horse bidder for that sale.  

For a Canadian Operations Sale to be effectuated, the value of
the consideration received by the Reorganized Debtors must equal
or exceed the imputed value of the Canadian operations, as
derived from the implied EBITDA multiples used in the valuation
of the Reorganized Debtors.

            Amended Governing Documents and By-Laws

The amended by-laws and the amended and restated articles of
incorporation, partnership agreement or limited liability company
operating agreement of each of the Reorganized Debtors prepared
pursuant to the Plan, will be contained in the Plan Supplement
and will be adopted as may be required to be consistent with the
provisions of the Plan and the Bankruptcy Code.

The Amended Governing Documents of Reorganized Allied Holdings
will, among other things, authorize the issuance of common stock
in amounts not less than the amounts necessary to permit the
distributions required or contemplated by the Plan and provide
for a provision prohibiting the issuance of non-voting equity
securities.

The initial board will have five members, including:

   (1) a new chief executive officer who will be selected by
       Yucaipa and will be reasonably acceptable to the Teamsters
       and the Creditors Committee;

   (2) one member chosen by the Creditors Committee who will be
       reasonably acceptable to Yucaipa; and

   (3) three other members selected by Yucaipa.

Pursuant to the terms of the amended CBA, the Teamsters will have
certain observer rights with respect to the Initial Board.  The
proposed identity of the members of the Initial Board and the new
CEO will be disclosed on or prior to the date of the hearing on
the approval of the Disclosure Statement with respect to the
Plan, or as soon as practicable.

The remaining members of senior management will continue to serve
until the Effective Date pursuant to their existing terms of
compensation and subject to terms and conditions mutually
acceptable to the Initial Board and the applicable member of
management.  The Initial Board of Allied Holdings will choose the
members of the Boards of Directors of the other Reorganized
Debtors on the Effective Date or as soon as practicable.

As of the Effective Date, the Reorganized Debtors will have
authority to maintain, amend or revise existing employment,
retirement, welfare, incentive, severance, indemnification and
other agreements with their active directors, officers and
employees, and enter into new employment, retirement, welfare,
incentive, severance, indemnification and other agreements for
active and retired employees.

Reorganized Allied Holdings will be authorized to reserve from
the authorized shares of New Common Stock, that number of shares
of New Common Stock required for issuance to the Holders of
Allowed Claims as and when required under the Plan.  The Initial
Board may reduce the number of shares of New Common Stock so
reserved at any time as it deems appropriate to the extent it
determines in good faith that the reserve is in excess of the
number of shares needed to satisfy requirements.

In the event the Initial Board determines in its discretion to
register the New Allied Holdings Common Stock with the Securities
and Exchange Commission, or if Reorganized Allied Holdings is
required under applicable securities laws to do so, Reorganized
Allied Holdings will list the New Allied Holdings Common Stock on
a national securities exchange or for quotation on a national
automated interdealer quotation system within one year of the
Effective Date unless the Initial Board determines otherwise.
Reorganized Allied Holdings will have no liability if it is
unable to list the New Allied Holdings Common Stock.  Persons
receiving distributions of New Allied Holdings Common Stock, by
accepting the distribution, will have agreed to cooperate with
Reorganized Allied Holdings' reasonable requests for assistance.

                    Consummation of the Plan

The conditions precedent to confirmation of the Plan that must be
satisfied or waived are:

     * the Bankruptcy Court will have approved the Disclosure
       Statement with respect to the Plan in form and substance
       that is acceptable to Yucaipa, and reasonably acceptable
       to the Debtors and the Creditors Committee;

     * the Confirmation Order will have been signed by the Court
       and entered on the docket of the Chapter 11 Cases;

     * the Plan will be in form and substance satisfactory to
       Yucaipa, and reasonably acceptable to the Debtors and the
       Creditors Committee;

     * the Plan Supplement and the exhibits will be in form and
       substance satisfactory to Yucaipa after consultation with
       the Debtors and the Creditors Committee;

     * the Debtors will have obtained a written commitment for
       the Exit Financing in form and substance satisfactory to
       Yucaipa after consultation with the Debtors and the
       Creditors Committee; and

     * the Debtors and Teamsters will have entered into
       agreements and the Court will have entered orders, each in
       form and substance satisfactory to Yucaipa and Teamsters
       in their sole discretion, providing for approval of
       modified collective bargaining agreements in form and
       substance satisfactory to each of the Plan Proponents.

The Plan will be consummated on the Effective Date, which date is
conditioned on, inter alia:

     * all conditions to Plan Confirmation will remain satisfied;

     * each Court order will have become a final order;

     * the Confirmation Order and supporting findings of fact and
       conclusions of law will be entered by the Court in form
       and substance reasonably acceptable to each of the Plan
       Proponents and the Creditors Committee and will have
       become a Final Order;

     * all documents and agreements to be executed on the
       Effective Date or otherwise necessary to implement the
       Plan will be in form and substance that is acceptable to
       Yucaipa after consultation with the Creditors Committee
       and reasonably acceptable to the Debtors;

     * the closing and initial funding will have occurred under
       the Exit Financing and all conditions precedent to its
       consummation will have been waived or satisfied;

     * the Plan Proponents will have received any authorization,
       consent, regulatory approval, ruling, letter, opinion, or
       document that may be necessary to implement the Plan and
       that is required by law, regulation, or order, which have
       not been revoked;

     * the New Common Stock will have been issued in accordance
       with the Plan; and

     * the Effective Date will have occurred prior to six months
       after the Confirmation Date.

A full-text copy of the Joint Plan of Reorganization is available
for free at http://researcharchives.com/t/s?1ac0
  
A full-text copy of the Disclosure Statement is also available  
for free at http://researcharchives.com/t/s?1ac1

                    Teamsters Support Plan

"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,"
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-percent 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," 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.  (Allied Holdings Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


ALLIED HOLDINGS: Discloses Financial Projections Under Ch. 11 Plan
------------------------------------------------------------------
To demonstrate the feasibility of their Joint Chapter 11 Plan of
Reorganization, Allied Holdings, Inc. and its debtor-affiliates,
Yucaipa Co., and the Teamsters National Automobile Transportation
Industry Negotiating Committee have prepared pro forma financial
projections for fiscal years 2007 through 2010.

The Financial Projections indicate that the Reorganized Debtors
should have sufficient cash flow to pay and service their debt
obligations, including the exit financing, all payments required
to be made pursuant to the Plan, and to fund their restructured
operations.

According to the Plan Proponents, the Plan satisfies the
feasibility requirement of Section 1129(a)(11) of the Bankruptcy
Code.

The Plan Proponents caution that no representations can be made
as to the accuracy of the Financial Projections or as to the
Reorganized Debtors' ability to achieve the projected results.  
The actual results may vary from the Financial Projections, and
the variations may be material and adverse.

            Allied Holdings, Inc., and Subsidiaries
      Actual and Projected Consolidated Income Statements

                        Forecast   Forecast   Forecast   Forecast
                          2007       2008       2009       2010
                        --------   --------   --------   --------
Total Revenue           $818,948   $842,482   $847,778   $864,996
Operating Income (Loss)   20,264     42,196     37,106     37,479
EBITDA                    52,619     82,574     81,201     86,374

The Plan Proponents are Allied Holdings, Inc., Allied Automotive
Group, Inc., Allied Systems, Ltd. (L.P.), Allied Systems (Canada)
Company, QAT, Inc., RMX LLC, Transport Support LLC, F.J. Boutell
Driveaway LLC, Allied Freight Broker LLC, GACS Incorporated,
Commercial Carriers, Inc., Axis Group, Inc., Axis Netherlands,
LLC, Axis Areta, LLC, Logistic Technology, LLC, Logistic Systems,
LLC, CT Services, Inc., Cordin Transport LLC, Terminal Services
LLC, Axis Canada Company, Ace Operations, LLC, and AH Industries
Inc., and Yucaipa American Alliance Fund I, LP and Yucaipa
Alliance (Parallel) Fund I, LP and The Teamsters National
Automobile Transportation Industry Negotiating Committee.

                     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.  (Allied Holdings Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


ANN-LEE CONSTRUCTION: Can Use Cash Collateral on Interim Basis
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized, on an interim basis, Ann-Lee Construction and Supply
Company, Inc., to use S&T Bank's cash collateral.

The Debtor tells the Court that it has an aggregate outstanding
balance of $1,890,000, against S&T Bank.  Brian B. Dutton, Esq.,
at Grene & Birsic P.C., said that S&T Bank asserted a security
interest in, inter alia, substantially all of the Debtor's assets.

As adequate protection, the Debtor will extend its security
interest in the collateral and cash collateral, and postpetition,
providing that it will make certain adequate protection payments.

The Court will convene a hearing at 10:00 a.m., on March 30, 2007,
to consider final approval of the Debtor's use of the cash
collateral.

Based in Saltsburg, Pennsylvania, Ann-Lee Construction and Supply
Company, Inc. offers construction consulting & management
services.  The company filed for Chapter 11 protection on
Jan. 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.


ANN-LEE CONSTRUCTION: U.S. Trustee Picks 3-Member Creditor's Panel
------------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
three creditors to serve on an Official Committee of Unsecured
Creditors in Ann-Lee Construction and Supply Company, Inc.'s
chapter 11 case:

     1. M.H. Corbin, Inc.
        Attn: Martha M. Corbin
        8420 Estates Court
        Plain City, OH 43064
        Tel: (614) 873-5216
        Fax: (614) 873-8095

     2. LSG Trucking, Inc.
        Attn: LuAnn J. Grubb
        5 State Street
        Everett, PA 15537
        Tel: (814) 652-9550
        Fax: (814) 652-6230

     3. W.C. McQuaide, Inc. dba McQuaide Truckload
        Attn: William F. McQuaide
        153 Macridge Avenue
        Johnstown, PA 15904
        Tel: (814) 269-6110
        Fax: (814) 652-6230

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Ann-Lee's expense.  They may investigate the Ann-Lee's business
and financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with Ann-Lee
and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to replace
management with an independent trustee.  If the Committee
concludes reorganization of the Debtors is impossible, the
Committee will urge the Bankruptcy Court to convert the Chapter 11
cases to a liquidation proceeding.

Based in Saltsburg, Pennsylvania, Ann-Lee Construction and Supply
Company, Inc. offers construction consulting & management
services.  The company filed for Chapter 11 protection on
Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226).  Michael J.
Henny, Esq. and Joseph V. Luvara, Esq. represent 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.


ARBOR OF FARMERVILLE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: The Arbor of Farmerville, LLC
        2500 North 7th Street, Suite 400
        West Monroe, LA 71291

Bankruptcy Case No.: 07-30260

Chapter 11 Petition Date: February 27, 2007

Court: Western District of Louisiana (Monroe)

Judge: Henley A. Hunter

Debtor's Counsel: John T. Scott, Esq.
                  P.O. Box 1966
                  West Monroe, LA 71294-1966
                  Tel: (318) 325-1966

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any unsecured creditors.


ARCTIC GLACIER: DBRS Confirms BB Rating on Senior Secured Notes
---------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings for Arctic
Glacier Inc. and Arctic Glacier International Inc., removed from
Under Review-with Developing Implications status where they were
placed on Nov. 1, 2006 because of proposed changes to the taxation
of Income Funds.

Ratings confirmed:

   * Bank Credit Facilities BB Stb
   * Senior Secured Notes BB Stb
   * Extendible Conv. Unsec. Subor. Debentures B (high) Stb

Removal from Under Review reflects Arctic Glacier's relatively
unique status in the income fund market.  As approximately 70% of
annual taxable income is derived outside of Canada, the proposed
changes to the taxation of income funds are not expected to have
an impact on Arctic Glacier's ability to maintain distributions
at current levels and maintain a consistent leverage policy.

Indicative of this consistent leverage policy, Arctic Glacier
recently returned credit metrics to historic levels through a
$70 million equity issue.  This equity reduced debt, which had
been used to finance acquisitions in 2006. These acquisitions
bolstered the company's position as one of two large participants
in a fragmented and consolidating market.

Arctic Glacier's acquisition strategy has resulted in greater
critical mass, better leveraging of fixed costs and stronger
geographic diversification, which helps to counteract the
sensitivity to regional weather conditions.  In particular, the
acquisition of California Ice also takes Arctic Glacier into
markets with a longer peak season for ice consumption.

The company is the market-share leader in most areas in which it
operates, providing advantages such as greater route density, more
efficient operations; opportunity to supply large retailers who
favor larger suppliers and the ability to develop a brand name in
a commodity type industry.

The company remains susceptible to risks relating to weather
which may create cyclicality.  Additional challenges include
integration risks; sensitivity to input costs, including energy
and packaging; and sensitivity to currency movements.  Credit
ratings are also constrained by the Company being owned by an
income fund, resulting in most operating cash flows being used
for distributions to unit-holders.

Acquisitions are likely to continue but are expected to be on a
smaller scale as few large opportunities remain.


ASARCO LLC: ASARCO Master Wants to Enter into Earth Tech Contract
-----------------------------------------------------------------
ASARCO Master Inc. seeks permission from the U.S. Bankruptcy Court
for the Southern District of Texas to enter into the Earth Tech
Contract with its predecessor, Federated Metals Corporation.

Federated Metals owned a property located on Market Street, in
Houston, Texas, which was used for lead operations.  In June 1993,
the Texas Water Commission issued an Agreed Order under which
ASARCO Master and Federated Metals agreed to conduct a remedial
investigation of hazardous substances allegedly present at the
Market Street Site.

ASARCO Master is currently undertaking an investigation and
remedial work at the Market Street Site.  In connection with
this, ASARCO Master entered into a professional services contract
with Earth Tech Inc., for environmental remedial work from
Jan. 26, 2007, through Dec. 31, 2007.

Pursuant to the Services Contract, Earth Tech will:

   (a) provide professional and field services to support ASARCO
       Master in performing site assessments and remedial
       investigations at the Market Street Site;

   (b) provide ASARCO Master with a monthly forecast budget; and

   (c) provide monthly reports describing the technical and
       financial progress at the Market Street Site.

ASARCO Master says the total cost for Earth Tech's work will not
exceed $450,000.

                        About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

Judge Schmidt extended the Debtors' exclusive period to file a
plan of reorganization to April 6, 2007, and their exclusive
period to solicit acceptances of that plan to June 6, 2007.


ATLANTIC & WESTERN: PXRE Default Prompts Fitch's Negative Watch
---------------------------------------------------------------
Fitch Ratings placed the 'BB' ratings of the class A notes and the
'B' ratings of the class B notes of Atlantic & Western Re Ltd. on
Rating Watch Negative.  The rating actions affect $300 million of
Atlantic & Western Re notes.

Atlantic & Western Re provided coverage to PXRE Reinsurance Ltd.,
a Bermuda-based reinsurer, on a five-year reinsurance contract.
PXRE did not pay the premium due Feb. 8, 2007 under the
reinsurance contract.  The non-payment resulted in a default under
the reinsurance contract which, in turn, will result in an early
termination of the reinsurance contract.  

PXRE subsequently reported that it intended to make a payment on
May 8, 2007 consisting of the premium payment due that date, the
premium payment that was due on Feb. 8, and the early termination
premium of $11.0 million specified in the reinsurance contract.
The $300 million of note principal is held in trust for the
benefit of the note holders.  As a result, Fitch expects note
holders to have very nearly a full recovery under the default.

Fitch expects the Rating Watch to be in effect until the May 8,
2007 premium payment date.  If the outstanding quarterly and early
termination premiums are paid on that date, Fitch expects to
affirm the existing ratings and withdraw them due to the early
termination of the transaction.  If the payments are not made on
that date, Fitch will likely downgrade the ratings commensurate
with the degree to which the payments were not fully made.

Atlantic & Western Re is a Cayman Islands-domiciled insurance
company formed solely to issue the notes, enter into a reinsurance
contract with PXRE, and to conduct activities related to the
notes' issuance.

The affected notes are listed below:

   * Atlantic & Western Re, Ltd.

      -- $100 million class A notes due Nov. 15, 2010 'BB' rating
         placed on Rating Watch Negative and

      -- 200 million class B notes due Nov. 15, 2010 'B' rating
         placed on Rating Watch Negative.


ASSOCIATED VISUAL: Case Summary & 28 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Associated Visual Communications, Inc.
             aka AVC, Inc.
             236 Walnut Avenue Northeast
             Canton, OH 44702

Bankruptcy Case No.: 07-60471

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      G & A, Ltd.                                07-60472

Chapter 11 Petition Date: February 27, 2007

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtors' Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Avenue, Northwest, Suite 625
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713

                             Total Assets     Total Debts
                             ------------     -----------
Associated Visual
  Communications, Inc.       $1,257,208        $3,431,261

G & A, Ltd.                  $592,600          $1,514,119


A. Associated Visual Communications, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Zion Bank                     Bank loan                 $360,455
National Real Estate Group
P.O. Box 26304
Salt Lake City, UT 84126

Laird Plastics                Trade debt                $280,359
2830 Gilchrist Road
Akron, OH 44305

Continental/Frazen Litho      Trade debt                $168,989
952 East 72nd Street
Cleveland, OH 44103

Internal Revenue Service                                $146,068
Cincinnati, OH 45999

Flutes LLC                    Trade debt                $121,427
8252 Zionsville Road
Indianapolis, IN 46268

Nazdar Cincinnati             Trade debt                 $75,352

Cleveland Plastic Firms       Trade debt                 $70,564

Bureau of Workers             Bank loan                  $55,133
  Compensation

Burlan Corp.                  Trade debt                 $40,864

Employee Temps Staffing       Trade debt                 $38,220

Sebring Container             Trade debt                 $37,332

NFIB                          Trade debt                 $36,507

KKS Industries                Trade debt                 $34,772

Citi Business Cards           Trade debt                 $22,629

State Of Ohio- ODJFS          Bank loan                  $22,595

Spartech Plastics             Trade debt                 $21,983

Capital One                   Trade debt                 $21,295

Yellow Freight Systems        Trade debt                 $20,707

NFIB                          Trade debt                 $19,188

Chase                         Trade debt                 $17,833


B. G & A, Ltd.'s Eight Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dominion East Ohio            Trade debt                  $1,610
P.O. Box 26785
Richmond, VA 23261-6785

Dominion East Ohio            Trade debt                  $1,036
P.O. Box 26785
Richmond, VA 23261-6785

American Electric Power       Trade debt                    $711
P.O. Box 24402
Canton, OH 44701

Waste Management              Trade debt                    $559
1006 West Walnut Street
Canal Winchester, OH 43110

Canton City Utilities         Trade debt                    $380
626 30th Street Northeast
Canton, OH 44709

Canton City Utilities         Trade debt                    $200
626 30th Street Northeast
Canton, OH 44709

Canton City Utilities         Trade debt                    $152
626 30th Street Northeast
Canton, OH 44709

American Electric Power       Trade debt                     $80
P.O. Box 24402
Canton, OH 44701


AVNET INC: Moody's Rates $250 Million Senior Notes at Ba1
---------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating and positive
outlook to Avnet, Inc.'s offering of $250 million senior notes due
2014.  The new issue proceeds will be used to refinance short-term
debt incurred to fund Avnet's purchase of Access Distribution from
General Electric, which closed on Dec. 31, 2006.

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 expect 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.

New rating assigned with a positive outlook:

   * $250 million Senior Unsecured Notes due 2014, Ba1, LGD-3,
     49%

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.


BANC OF AMERICA: Fitch Rates $1.7 Mil. Class B-5 Certificates at B
------------------------------------------------------------------
Fitch rates Banc of America Funding Corporation's mortgage
pass-through certificates, series 2007-2:

   -- $541,931,205 classes 1-A-1 through 1-A-42, 1-A-R, 30-IO, 30-
      PO, and 2-A-1 senior certificates 'AAA';

   -- $9,679,000 class M-1 'AA+';

   -- $4,839,000 class B-1 'AA';

   -- $4,269,000 class B-2 'A';

   -- $3,131,000 class B-3 'BBB';

   -- $2,277,000 class B-4 'BB';

   -- $1,708,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.80%
subordination provided by the 1.70% class M-1, the 0.85% class
B-1, the 0.75% class B-2, the 0.55% class B-3, the 0.40% privately
offered class B-4, the 0.30% privately offered class B-5, and the
0.25% privately offered class B-6.  The ratings on the class M-1,
B-1, B-2, B-3, B-4 and B-5 certificates reflect each certificate's
respective level of subordination.  Class B-6 is not rated by
Fitch.

This transaction contains certain classes designated as
exchangeable REMIC certificates and exchangeable certificates.

Exchangeable REMIC certificates: 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-
7, 1-A-8, 1-A-9, 1-A-10, 1-A-11, 1-A-12, 1-A-13, 1-A-14, and 1-A-
17

Exchangeable certificates: 1-A-2, 1-A-24, 1-A-25, 1-A-26, 1-A-27,
1-A-29, 1-A-30, 1-A-31, 1-A-32, 1-A-33, 1-A-34, 1-A-35, 1-A-36, 1-
A-37, 1-A-38, 1-A-39, 1-A-40 and 1-A-42

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.  The classes of offered exchangeable
REMIC certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered exchangeable REMIC certificates and
exchangeable certificates in any combination may be exchanged only
in the proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the master servicing capabilities of Wells Fargo Bank, N.A.

The collateral consists of 973 fully amortizing, fixed interest
rate, first lien mortgage loans, with original terms to maturity
of 120 to 360 months.  The aggregate unpaid principal balance of
the pool is $569,257,532 as of the Feb. 1, 2007, cut-off date and
the average principal balance is $585,054.  The weighted average
original loan-to-value ratio of the loan pool is approximately
72.70; approximately 3.04% of the loans have an OLTV greater than
80%.  The weighted average coupon of the mortgage loans is 6.514%
and the weighted average FICO score is 734.  Cash-out and
rate/term refinance loans represent 33.25% and 21.02% of the loan
pool, respectively.  The states that represent the largest
geographic concentration are California (30.51%), Texas (13.70%),
and Florida (13.54%).  All other states have a concentration of
less than 5%.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

BAFC, a special purpose corporation, purchased the mortgage loans
from Bank of America, National Association; Wells Fargo Bank,
National Association; and National City Mortgage Co., and
deposited the loans in the trust, which issued the certificates,
representing undivided beneficial ownership in the trust.  All
other originators are less than 5% of the mortgage pool.  Wells
Fargo Bank N.A. will serve as master servicer and as securities
administrator.  U.S. Bank, N.A. will serve as trustee.  For
federal income tax purposes, elections will be made to treat the
trust as multiple real estate mortgage investment conduits.


BANC OF AMERICA: Fitch Rates $11.7 Million Class P Certs. at B-
---------------------------------------------------------------
Fitch rates Banc of America Commercial Mortgage, Inc., series
2007-1, commercial mortgage pass-through certificates:

   -- $57,000,000 class A-1 'AAA';
   -- $293,000,000 class A-2 'AAA';
   -- $444,000,000 class A-3 'AAA';
   -- $68,473,000 class A-AB 'AAA';
   -- $698,700,000 class A-4 'AAA';
   -- $640,477,000 class A-1A 'AAA';
   -- $3,145,214,397 class XW 'AAA';
   -- $214,521,000 class A-MFX 'AAA';
   -- $259,480,000 class A-J 'AAA';
   -- $27,521,000 class B 'AA+';
   -- $100,000,000 class A-MFL 'AAA';
   -- $35,383,000 class C 'AA';
   -- $27,521,000 class D 'AA-';
   -- $39,315,000 class E 'A';
   -- $39,315,000 class F 'A-';
   -- $35,384,000 class G 'BBB+';
   -- $35,384,000 class H 'BBB';
   -- $39,315,000 class J 'BBB-';
   -- $7,863,000 class K 'BB+';
   -- $11,795,000 class L 'BB';
   -- $7,863,000 class M 'BB-';
   -- $3,931,000 class N 'B+';
   -- $7,863,000 class O 'B'; and
   -- $11,795,000 class P 'B-'.

The $39,315,397 class Q is not rated by Fitch.

Classes A-1, A-2, A-3, A-AB, A-4, A-1A, XW, A-MFX, A-J, B are
offered publicly, while classes A-MFL, C,D,E,F,G,H,J,K,L,M,N,O,P,
and Q are privately placed pursuant to rule 144A of the Securities
Act of 1933.  The certificates represent beneficial ownership
interest in the trust, primary assets of which are 157 fixed-rate
loans having an aggregate principal balance of approximately
$3,145,214,397, as of the cutoff date.


BANC OF AMERICA: Fitch Puts Low-B Ratings on Four Cert. Classes
----------------------------------------------------------------
Banc of America Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2007-1, are rated by Fitch Ratings:

Group 1:

   -- $650,754,370 classes 1-A-1 through 1-A-32, 1-A-R, 1-IO, and     
      1-PO senior certificates 'AAA';

   -- $8,436,000 class 1-M 'AA+'
   
   -- $6,074,000 class 1-B-1 'AA';

   -- $3,712,000 class 1-B-2 'A';

   -- $2,024,000 class 1-B-3 'BBB';
      
   -- $1,350,000 class 1-B-4 'BB'; and

   -- $1,012,000 class 1-B-5 'B'.

Group 2:

   -- $340,934,178 classes 2-A-1 through 2-A-26, 2-IO and 2-PO
      'AAA';

   -- $4,053,000 class 2-M 'AA+';

   -- $2,644,000 class 2-B-1 'AA';

   -- $1,938,000 class 2-B-2 'A';

   -- $1,058,000 class 2-B-3 'BBB';

   -- $705,000 class 2-B-4 'BB'; and
   
   -- $528,000 class 2-B-5 'B'.

The 'AAA' ratings on the Group 1 senior certificates reflects the
3.50% subordination provided by the 1.25% class 1-M, 0.90% class
1-B-1, 0.55% class 1-B-2, 0.30% class 1-B-3, 0.20% class 1-B-4,
0.15% privately offered class 1-B-5, and 0.15% privately offered
class 1-B-6.  The ratings for classes, 1-M, 1-B-1, 1-B-2, 1-B-3,
1-B-4, and 1-B-5 are based on their respective subordination.
Class 1-B-6 is not rated by Fitch.

The 'AAA' ratings on the Group 2 senior certificates reflects the
3.25% subordination provided by the 1.15% class 2-M, 0.75% class
2-B-1, 0.55% class 2-B-2, 0.30% class 2-B-3, 0.20% privately
offered class 2-B-4, 0.15% privately offered class 2-B-5 and 0.15%
privately offered class 2-B-6.  The ratings for, 2-M, 2-B-1,
2-B-2, 2-B-3, 2-B-4, and 2-B-5 are based on their respective
subordination.  Class 2-B-6 is not rated by Fitch

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
N.A., and Fitch's confidence in the integrity of the legal and
financial structure of the transaction.

The mortgage pool of Group 1 consists of 1,110 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to four-family residential mortgage loans with
remaining terms to stated maturity ranging from 240 to 360 months.

The aggregate outstanding balance of the Group 1 pool as of the
Feb. 1, 2007 cut-off date, is $674,869,666, with an average
balance of $607,991 and a weighted average coupon of 6.429%.  The
weighted average original loan-to-value ratio for the mortgage
loans in the pool is approximately 71.93%.  The weighted average
FICO credit score is 752.  Second homes comprise 9.33%, and 0.64%
are investor occupied properties.  Rate/Term and cash-out
refinances account for 15.73% and 21.71% of the loans in the pool.
The states that represent the largest geographic concentration of
mortgaged properties are California (40.25%), and Florida
(10.06%).  All other states represent less than 5% of the
aggregate pool balance as of the cut-off date.

The mortgage pool of Group 2 consists of 572 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with remaining terms to
stated maturity ranging from 240 to 360 months.

The aggregate outstanding balance of the Group 2 pool as of the
cut-off date is $352,454,718, with an average balance of $616,180
and a WAC of 6.429%.  The weighted average OLTV for the mortgage
loans in the pool is approximately 71.54%.  The weighted average
FICO credit score is 755.  Second homes comprise 7.79%, and 1.04%
are investor occupied properties.  Rate/Term and cash-out
refinances account for 15.09% and 21% of the loans in the pool.
The states that represent the largest geographic concentration of
mortgaged properties are California (44.37%), and Florida (8.32%).
All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as multiple
real estate mortgage investment conduits.  Wells Fargo Bank, N.A.
will act as trustee.


BEARINGPOINT INC: Reports Inability to File 2006 Form 10-K
----------------------------------------------------------
BearingPoint Inc. notified the New York Stock Exchange on
March 1, 2007, that it will be unable to file its 2006 Form 10-K
in timely manner.

As a result, the company will be subject to the procedures
specified in Section 802.01E of the NYSE's Listed Company Manual
which, among other things, provides that the NYSE will monitor the
company and the filing status of the 2006 Form 10-K.

If the company has not filed its 2006 Form 10-K within six months
of the filing due date of the 2006 Form 10-K, the NYSE will
determine whether the company should be given up to an additional
six months to file its 2006 Form 10-K.  The NYSE may instead
commence suspension and delisting procedures.  The company expects
to receive a letter from the NYSE regarding these procedures.

                       About BearingPoint

Headquartered in McLean, Virginia, BearingPoint, Inc., (NYSE:
BE) -- http://www.BearingPoint.com/-- provides of management   
and technology consulting services to Global 2000 companies and
government organizations in 60 countries worldwide.  The firm
has approximately 17,500 employees, and major practice areas
focusing on the Public Services, Financial Services and
Commercial Services markets.

BearingPoint has global locations including in Indonesia,
Australia, Austria, China, India, Japan, Mexico, Portugal,
Singapore and Thailand.

                          *     *     *

Moody's Investors Service's rated BearingPoint Inc.'s 2.5% Series
A Convertible Subordinated Debentures due 2024 at B3.


BEARINGPOINT INC: Secures Limited Waiver from Lenders
-----------------------------------------------------
BearingPoint Inc. disclosed that on Feb. 28, 2007, it obtained a
limited waiver to the Fifth Amended Credit Agreement, dated as of
Oct. 31, 2006 among the company, BearingPoint, LLC, the guarantors
party, the lenders party, General Electric Capital Corporation, as
syndication agent and collateral agent, Wells Fargo Foothill, LLC,
as documentation agent, UBS Securities, LLC, as lead arranger, UBS
AG Stamford Branch, as issuing bank and administrative agent, and
UBS Loan Finance LLC, as swingline lender.


BearingPoint Inc. disclosed that on Feb. 28, 2007, it obtained a
limited waiver to the Credit Agreement, dated as of July 19, 2005
and as amended by the First Amendment dated as of Dec. 21, 2005,
the Second Amendment dated as of March 30, 2006, the Third
Amendment dated as of July 19, 2006, the Fourth Amendment dated as
of Sept. 29, 2006, and the Fifth Amendment dated as of Oct. 31,
2006 among the company, BearingPoint, LLC, the guarantors party,
the lenders party, General Electric Capital Corporation, as
syndication agent and collateral agent, Wells Fargo Foothill, LLC,
as documentation agent, UBS Securities, LLC, as lead arranger, UBS
AG Stamford Branch, as issuing bank and administrative agent, and
UBS Loan Finance LLC, as swingline lender.

                Senior Secured Credit Facility

On July 19, 2005, the company entered into a $150 million Senior
Secured Credit Facility, which was amended on Dec. 21, 2005, March
30, 2006, July 19, 2006, Sept. 29, 2006 and Oct. 31, 2006.

The 2005 Credit Facility provides for revolving credit and
advances, including issuance of letters of credit.  Advances under
the revolving credit line are limited by the available borrowing
base, which is based upon a percentage of eligible accounts
receivable.  As of Dec. 31, 2005, the company did not have
availability under the borrowing base.  As of Sept. 30, 2006, the
company had approximately $22 million available under the
borrowing base.

Among other things, the Waiver waives the delivery requirement of
the company's Form 10-K for the year ended Dec. 31, 2006 and of
its Forms 10-Q for the fiscal quarters ended March 31, 2006 and
June 30, 2006 until March 15, 2007.

                       About BearingPoint

Headquartered in McLean, Virginia, BearingPoint, Inc., (NYSE:
BE) -- http://www.BearingPoint.com/-- provides of management   
and technology consulting services to Global 2000 companies and
government organizations in 60 countries worldwide.  The firm
has approximately 17,500 employees, and major practice areas
focusing on the Public Services, Financial Services and
Commercial Services markets.

BearingPoint has global locations including in Indonesia,
Australia, Austria, China, India, Japan, Mexico, Portugal,
Singapore and Thailand.

                          *     *     *

Moody's Investors Service's rated BearingPoint Inc.'s 2.5% Series
A Convertible Subordinated Debentures due 2024 at B3.


BEARINGPOINT INC: Discloses Preliminary 2006 Financial Results
--------------------------------------------------------------
BearingPoint, Inc. reported preliminary, unaudited results for its
fiscal year ending Dec. 31, 2006.

Gross revenue for 2006 is expected to be in the range of $3.45 to
$3.55 billion, representing a 2% to 5% growth rate over 2005.

Net revenue for 2006 is expected to be in the range of $2.55 to
$2.65 billion, an approximately 5% to 10% increase over the prior
year.

Net loss before tax for 2006 is expected to be in the range of
$144 to $214 million.

The factors that will impact the 2006 net loss before tax include,
among other things:

    * significant finance and accounting costs related to the
      completion of its 2006 financial statements and related
      audit, approximately $252 million,

    * occupancy costs, approximately $142 million,

    * systems costs, approximately $126 million, and

    * settlement of contractual disputes, approximately
      $67 million.

The preliminary, unaudited information provided is, in part, based
on the company's current estimate of results from operations for
the second half of 2006, and remains subject to change based on
actual results, the subsequent occurrence or identification of
events prior to the completion of the closing and audit of its
2006 financial statements, as well as any further adjustments made
in connection with the closing and audit procedures.

The company also cautioned that estimated payments in connection
with the settlement of its dispute with Hawaiian Telcom
Communications, Inc., anticipated costs related to the design and
implementation of its North American financial systems upgrades,
payments of employee bonuses and other additional accrued expenses
for 2006 could significantly impact its cash balances for the
first quarter of fiscal 2007, if recently improved cash collection
levels are not sustained.

"Our year-over-year top-line growth is evidence that our strategy
is working and, while we continued to experience abnormally high
infrastructure expense, our business units' performance continues
to improve," CEO Harry You commented.  "I am extremely proud of
the work our people are doing and that BearingPoint continues to
be the management and technology consulting firm of choice for
many government and commercial clients worldwide."

              Employee Ownership Stake Exploration

The company also stated that its Board of Directors has authorized
exploration of the feasibility of providing a significant employee
ownership stake in the company's EMEA (Europe, Middle East and
Africa) business unit to the employees of that unit.  Through
external investment and employee acquisitions, the company would
expect to monetize a significant portion of its investment in its
EMEA business unit.  This decision is consistent with the
company's stated goals of increasing shareholder value, increasing
employee ownership, strengthening its balance sheet, and boosting
customer confidence.  At this time, the work is exploratory and no
specific plans or timetable for a final decision have been
approved by the Board.

"We have been considering a number of strategic options to
maximize value for our shareholders and to make BearingPoint a
stronger company, both financially and operationally," Mr. You
said.  "Putting additional equity in the hands of our employees is
consistent with our stated objectives.  We believe that exploring
this option for our EMEA business unit will enable us to
accelerate our vision to become the next great consultancy and
springboard the Company's growth."

                       About BearingPoint

Headquartered in McLean, Virginia, BearingPoint, Inc., (NYSE:
BE) -- http://www.BearingPoint.com/-- provides of management   
and technology consulting services to Global 2000 companies and
government organizations in 60 countries worldwide.  The firm
has approximately 17,500 employees, and major practice areas
focusing on the Public Services, Financial Services and
Commercial Services markets.

BearingPoint has global locations including in Indonesia,
Australia, Austria, China, India, Japan, Mexico, Portugal,
Singapore and Thailand.

                          *     *     *

Moody's Investors Service's rated BearingPoint Inc.'s 2.5% Series
A Convertible Subordinated Debentures due 2024 at B3.


BELDEN CDT: Earns $65.9 Million in Year Ended 2006
--------------------------------------------------
Belden CDT Inc. filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K for the year ended
Dec. 31, 2006.

For the year ended Dec. 31, 2006, the company reported net income
of $65,935,000 on $1,495,811,000 of revenues compared to net
income of $47,558,000 on revenues of $1,245,669,000 for the year
ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed
$1,355,968,000 in total assets and $512,067,000 in total
liabilities resulting in a total stockholders' equity of
$843,901,000.

                      Pending Acquisitions

In January 2007, the company disclosed the pending acquisition of
HAC for approximately $260.0 million in cash.  In February 2007,
the company disclosed the pending acquisition of LTK for
approximately $195.0 million in cash.  The company anticipates
that these and any other acquisitions consummated in 2007 will be
funded with available cash, internally-generated funds, and cash
obtained through external borrowings.

                        Capital Expenditures

Planned capital expenditures for 2007 are approximately
$60.0 million, which includes the construction of new
manufacturing facilities in Mexico and China.  These these capital
expenditures will be funded with available cash, internally-
generated funds, and cash obtained through external borrowings.

                     Debt Obligations

The company said that its outstanding debt obligations as of
Dec. 31, 2006 consisted of:

    * $110.0 million of 4.00% convertible subordinated debentures
      due in 2023, and

    * $62.0 million of medium-term notes.

In January 2007, the company discovered that it was in technical
default of a covenant in each of the two medium-term note
agreements.  Rather than request a waiver for these covenant
violations, the company elected to redeem the outstanding notes.

In February 2007, the company redeemed the notes in the aggregate
principal amount of $62.0 million and, in connection therewith,
paid a make-whole premium of approximately $2.0 million.  The
redemption was made with cash on hand.

                  Senior Credit Facility Amendment

During 2006, the company maintained a revolving senior credit
facility totaling $165.0 million that was secured by the overall
cash flow and tangible assets, other than real property, in the
United States.

The facility had a fixed term expiring in January 2011.  There
were no borrowings outstanding under this facility at any time
during 2006.

In February 2007, the company entered into an amendment to its
existing revolving senior credit facility, which provides that the
amount of the revolver commitment be increased from $165.0 million
to $225.0 million as well as amends certain restrictive covenants
governing affiliate indebtedness and asset sales.  The agreement
for the revolving credit facility contains various customary
affirmative and negative covenants and other provisions, including
restrictions on the incurrence of debt, maintenance of a maximum
leverage ratio, maintenance of a fixed charge coverage ratio, and
minimum net worth.   

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ab9

                       About Belden CDT

Headquartered in St. Louis, Missouri, Belden CDT Inc. (NYSE:BDC)
-- http://www.belden.com/-- designs, manufactures and markets  
high-speed electronic cables, connectivity products and related
items for the specialty electronics and data networking markets.  
The Company operates in two segments: the Electronics segment and
the Networking segment.

The Electronics segment designs, manufactures and markets metallic
and fiber optic cable products with primarily industrial,
video/sound/security and transportation/defense applications.  
These products are sold principally through distributors or
directly to systems integrators and original equipment
manufacturers.  The Networking segment designs, manufactures and
markets metallic cable, fiber optic cable, connectivity and other
non-cable products primarily with networking/communications
applications.  These products are sold principally through
distributors or directly to systems integrators, OEMs and large
telecommunications companies.


BELDEN CDT: Moody's Holds Rating and Revises Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service affirmed Belden CDT Inc.'s Ba2 corporate
family rating and changed the outlook to positive.  Moody's also
assigned instrument ratings of Baa3 to the company's recently
upsized $225 million senior secured revolving credit facility and
Ba2 to the proposed $350 million subordinated note issuance.  

The new debt and cash on hand will be used to acquire Hirschmann
Automation and Control GmbH and LTK Wiring Co. Ltd.  The change in
outlook to positive reflects the relatively new management team's
success in improving operations and the increased geographic,
customer and product line diversification the acquisitions will
bring.

New ratings assigned:

   * $225 million senior secured revolving credit facility due
     2011, Baa3, LGD2, 13%

   * $350 million senior subordinated notes anticipated to be due
     2017, Ba2, LGD4, 57%

Affirmed:

   * Corporate family rating, Ba2

   * $110 million subordinated convertible notes due 2023, B1,
     LGD6, 93%

The Ba2 rating reflects the companies leading market positions in
several niches within the electronic cable and connector
industries, strong credit metrics and strong cash flow generating
capability.  The credit metrics, particularly debt to EBITDA of
2.3x are strong for the rating category and suggestive of a higher
rating.  The ratings are constrained however by the cyclical
nature of the cable and connector industries, recent increases in
raw materials and inherent risks with the acquisition and
integration of two geographically disperse companies.

The positive outlook indicates Moody's view that the ratings have
a reasonable likelihood of being upgraded over the next 18 months.
The executive management team has come on board since October 2005
and has initiated several programs to reduce costs and focus on
improving profitability.  The new team has been able to achieve
significant growth in revenues and operating margins in the face
of rapidly increasing copper prices.  The acquisitions of HAC and
LTK will result in a short term increase in leverage and introduce
some integration risk but Moody's believes the diversification and
the access to new high growth markets the acquisitions bring is a
net positive to the company.  While the ratings and outlook
anticipate some degree of continued debt financed acquisitions, to
the extent debt to EBITDA approaches 3.0x, the outlook however
could then return to stable.

Belden CDT Inc. is a leading designer and manufacturer of advanced
connectivity products for the global network communication and
specialty electronic marketplaces with trailing twelve month
revenues of $1.5 billion.  The company is headquartered in St.
Louis, Missouri.


BELDEN CDT: S&P Lifts Corporate Credit Rating to BB+ from BB-
-------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on St. Louis, Missouri-based Belden CDT Inc. to 'BB+' from
'BB-', and upgraded the rating on the $110 million convertible
debentures to 'BB-' from 'B'.

Standard & Poor's also assigned a 'BBB-' rating to the company's
existing senior secured revolving credit facility totaling
$225 million (upsized from $165 million), and assigned a 'BB-'
rating to the proposed $350 million Senior Subordinated notes due
2017.  The facility also has a recovery rating of '1', indicating
the expectation for full recovery of principal in the event of a
payment default.  The proposed financing would be used to fund
several recent acquisitions as well as provide liquidity.  

The outlook is revised to stable from positive.

"The upgrade reflects the continued improvement in profitability
and in financial leverage, which was 2.4x as of December 2006, pro
forma for the proposed financing and two recent acquisitions,"
said Standard & Poor's credit analyst Stephanie Crane
Mergenthaler.

The company continues to benefit from increased profitability and
solid free cash flow, which is being driven by demand for
specialty electronics in the industrial and data networking
markets, higher prices, as well as operating efficiencies
generated by restructuring and inventory management.  The
financing provides funding to pay for two recently announced and
pending acquisitions, Hirschmann Automation and Control in
Germany, and LTK Wiring in China.  It also provides increased
liquidity to invest in growing the business, as well as for
potential future debt repayments.

The ratings reflect the company's participation in the highly
competitive and cyclical wire and cable markets, partially offset
by improving profitability, solid positions in segments of the
relatively more value-added specialty electronic wire segments,
and a currently moderate financial profile for the rating.


BRANKLE BROKERAGE: Case Summary and 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brankle Brokerage & Leasing, Inc.
        637 South Lincoln Boulevard
        Marion, IN 46953

Bankruptcy Case No.: 07-10450

Chapter 11 Petition Date: March 2, 2007

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Grant F. Shipley, Esq.
                  233 West Baker Street
                  Fort Wayne, IN 46802-3413
                  Tel: (260) 422-2700
                  Fax: (260) 424-2960

Total Assets: $5,104,039

Total Debts:  $5,146,876

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Old National Bank                Secured by            $1,035,577
P.O. Box 3728                    Mortgage on
TN 37736-3728                    Real Estate held by
                                 Dennis & Carol Brankle

                                 Freightliner            $319,251
                                                         Secured:
                                                          $32,000

DCS Truck Financial              Freightliner            $106,949
P.O. Box 2916                                            Secured:
Milwaukee, WI 53201-2916                                  $86,000

                                 Freightliner             $91,545
                                                         Secured:
                                                          $74,000

                                 Freightliner            $101,980
                                                         Secured:
                                                          $85,000

                                 Freightliner            $108,594
                                                         Secured:
                                                          $93,000

                                 Freightliner             $99,431
                                                         Secured:
                                                          $84,000

                                 Freightliner            $419,244
                                                         Secured:
                                                         $320,000

                                 Freightliner            $341,818
                                                         Secured:
                                                         $315,000

Center Capital Corporation       Freightliners           $413,850
P.O. Box 330                                             Secured:
Hartford, CT 06141-0330                                  $378,000

                                 Trailers                $203,790
                                                         Secured:
                                                         $187,000

G.E. Transportation Finance      Freightliners            $93,063
P.O. Box 822108                                          Secured:
Philadelphia, PA 19182-2108                               $64,000

                                 Trailers                $203,382
                                                         Secured:
                                                         $180,000

PlainsCapital Leasing            Trailers                $387,633
17304 Preston Road                                       Secured:
Suite 925                                                $360,000
Dallas, TX 75252

Wells Fargo NW-1878              Vanguards               $203,512
P.O. Box 1450                                            Secured:
Minneapolis, MN 55485-8178                               $190,000

Volvo Financial Service          Volvo Vehicles          $189,366
P.O. Box 7247-0236                                       Secured:
Philadelphia, PA 19170-0236                              $144,000

                                 Volvo Vehicle            $97,843
                                                         Secured:
                                                          $74,000


BUCKEYE TECH: Plans to Redeem $5 Million of 9-1/4% Senior Notes
---------------------------------------------------------------
Buckeye Technologies Inc. intends to call for redemption
$5 million in aggregate principal amount of its outstanding
9-1/4% Senior Subordinated Notes due 2008, or about 8% of the
outstanding 2008 Notes, on or about March 30, 2007, in accordance
with their terms.

The company said that a formal notice of redemption will be
sent separately to the affected holders of the 2008 Notes, in
accordance with the terms of the indenture for the 2008 Notes.

                   About Buckeye Technologies

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- manufactures and markets  
specialty fibers and nonwoven materials.  The company currently
operates facilities in the United States, Germany, Canada, and
Brazil.  Its products are sold worldwide to makers of consumer and
industrial goods.

                           *     *     *

The company carries Standard & Poor's BB- Corporate Credit Rating
and Moody's Investors Service's B2 Corporate Family Rating.


CALPINE CORP: Gets Court Nod to Contribute $23 Mil. to Greenfield
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New york
authorized the Calpine Corporation and its debtor-affiliates to
make the $23,000,000 additional contribution to the Greenfield
Partnership, subject to the consent of the Official Committee of
Unsecured Creditors, the Official Committee of Equity Security
Holders, and the Unofficial Committee of Second Lien Debtholders.

As reported in the Troubled Company Reporter on Feb. 14, 2007,
the Debtors asked the Court for permission to make the additional
contribution to the non-recourse project level financing for
Greenfield Energy Center LP.

The Court previously authorized the Debtors to take all actions
necessary to effectuate the Greenfield Project.  Intervening
events, however, have delayed closing of the Greenfield Financing
Transaction:

   1. Calpine Energy Services Canada, Ltd., a Canadian Debtor and
      50% shareholder in the General Partner, has refused to
      transfer its ownership interest to another wholly owned
      Calpine entity or pledge its ownership interest to the
      project lenders as required under the project financing
      documents.

   2. The Canadian Debtors have filed an avoidance action in the
      Court of Queen's Bench of Alberta, alleging that the U.S.
      Debtors' limited partnership interest had been transferred
      for insufficient consideration prepetition.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in New York,
relates, that the U.S. and Canadian Debtors are in discussions to
reach a global resolution of all cross-border issues including
issues related to the Greenfield Project.

Pending resolution of the issues, the Debtors are required to
inform Mitsui & Co., Ltd., its joint venturer, whether they
intend to make an additional capital contribution of up to
$23,000,000, on or before March 5, 2007, or risk the dilution of
its 50% ownership interest in the Greenfield Project.

The Debtors must make the additional $23,000,000 capital
contribution within 10 business days after March 5, 2007, to
prevent dilution, according to Mr. Seligman.

                      About Calpine Corporation

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies      
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  The Debtors' exclusive period to file chapter 11
plan of reorganization expires on June 20, 2007.  (Calpine
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Equity Panel Wants Perella as Financial Advisor
-------------------------------------------------------------
The Equity Committee of Calpine Corporation and its debtor-
affiliates' asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to retain Perella Wienberg
Partners, LP, as its financial advisors, nunc pro tunc Jan. 5,
2007.

The Official Committee of Equity Security Holders relates that
the Debtors have presented a detailed business plan and are now
conducting detailed due diligence sessions for professionals
only.  The Debtors have also informed their constituents that
they are seeking financings for a plan of reorganization, which
they hope to file by June 2007.

The Equity Committee, thus, believes that the retention of a
financial advisor is necessary for it to effectively fulfill its
fiduciary duties as the representative of the equity security
holders' interests.  The Equity Committee, however, is mindful
of the fees associated with the retention of additional
professionals.

As the Equity Committee's financial advisor, PWP will:

   (a) evaluate the Debtors' assets and liabilities;

   (b) analyze the Debtors' financial and operating statements;

   (c) analyze the Debtors' business plans and forecasts;

   (d) evaluate the Debtors' liquidity, their DIP financing, cash
       collateral usage and adequate protection;

   (e) provide specific valuation or other financial analyses as
       the Equity Committee may require in connection with the
       bankruptcy cases;

   (f) assist and advise the Equity Committee in examining and
       analyzing any potential or proposed strategy for
       restructuring or adjusting the Debtors' outstanding
       indebtedness or overall capital structure;

   (g) advise the Equity Committee on the current state of the
       "restructuring" market and, in particular, the capital
       markets, including access to the capital markets in
       conjunction with the Restructuring;

   (h) render other financial advisory services as may from time
       to time be agreed upon pursuant to a separate written
       agreement by the Equity Committee and PWP; and

   (i) provide testimony in Court, on behalf of the Equity
       Committee, if necessary.

The Equity Committee negotiated with PWP a fee structure, which
provides that any fees payable to PWP will be taken from the
equity shareholders' recovery pursuant to any confirmed
reorganization plan, J.D. Kritser, chairman of the Equity
Committee, tells the Court.

In exchange for its services, PWP will receive:

   (a) a $150,000 non-refundable monthly fee payable from the
       equity security holders' recovery, the accrual of which
       will commence on Jan. 5, 2007, and will continue until
       the Transaction; and

   (b) a transaction fee equal to a percentage of the equity
       security holders' recovery calculated based on the
       Incremental Recovery to Equity in any Transaction.  If the
       Recovery is less than $500,000,000, the Transaction Fee
       will be equal to 0.2% times the Recovery.

The total Transaction Fee and Monthly Fees will not exceed
$40,000,000, Mr. Kritser says.

Derron S. Slonecker, a partner at PWP, assures the Court that
his firm does not represent interests adverse to the Equity
Committee, the Debtors and their estates.  Mr. Slonecker adds
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Calpine Corporation

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies      
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  The Debtors' exclusive period to file chapter 11
plan of reorganization expires on June 20, 2007.  (Calpine
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CAPRIUS INC: Completes $2.5 Million Preferred Stock Placement
-------------------------------------------------------------
Caprius Inc. has completed a private placement for $2.5 million
of a newly created Series E Preferred Stock initially convertible
into 6,250,000 shares of Common Stock on Mar. 1, 2007.

The company said that the warrants to purchase an additional
3,125,000 shares, at an exercise price of $0.50 per share, to
four institutional investors including Special Situations Fund,
a company's principal stockholder.

"over the past four quarters we have seen sequential revenue
growth as a result of increasing market acceptance of our SteriMed
Systems" Dwight Morgan, Chairman and CEO of Caprius, commenting on
the placement, stated.  "This financing provides the resources we
need to continue to drive market penetration and take advantage of
the exciting new opportunities that lie ahead of us."

The company has agreed to register the resale of the shares of
Common Stock underlying the securities sold in the placement.  The
net proceeds of approximately $2,350,000, after placement fees and
expenses, will be used for working capital and repayment of a
$100,000 bridge loan.

The company also announced that as of Feb. 23, 2007, Dwight Morgan
also assumed the position of Chairman.

Additionally, the company has appointed Roger W. Miller to the
Board of Directors to fill to a vacancy created by the resignation
of Dr. Jeffrey L. Hymes.

                          About Caprius

Caprius, Inc. (OTCBB: CAPS) -- http://www.caprius.com/-- is a  
manufacturer of proprietary equipment for the on-site disinfection
and disposal of infectious medical waste through its subsidiary,
M.C.M. Environmental Technologies, Inc.

                       Going Concern Doubt

Marcum & Kliegman, LLP, in New York, raised substantial doubt
about Trans Energy's Inability to continue as a going concern
after auditing the Company's consolidated financial statements for
the years ended  Sept. 30, 2006 and 2005.  The auditor pointed to
the Company's recurring losses from operations.


CHASE MORTGAGE: Fitch Rates $1.6MM Class II-B4 Certificates at B
----------------------------------------------------------------
Chase Mortgage Finance Trust, series 2007-A1, is rated by Fitch:

   -- $3,674,899,100 classes 1-A1 through 1-A6, 2-A1 through
      2-A-4, 3-A1, 3-A2, 4-A1, 4-A2, 5-A1, 5-A2, 6-A1, 6-A2, 7-A1,      
      7-A2, 8-A1, 8-A2, 9-A1, 9-A2, 10-A1, 10-A2, 11-A1 through
      11-A8, 11-M1, 11-S1, 11-L1, 11-F1, 11-M5, 11-S5, 11-L5,
      11-F5, 11-M8, 11-S8, 11-L8, 11-F8, 12-A1 through 12-A4,
      12-M3, 12-S3, 12-L3, 12-F3, 13-A1 through 13-A3, 13-M2,
      13-S2, 13-L2, 13-F2 and A-R (senior certificates) 'AAA';

   -- $27,527,000 class II-M 'AA';
   
   -- $7,864,000 class II-B1 'A';
   
   -- $3,370,000 class II-B2 'BBB';
   
   -- $2,808,000 privately offered class II-B-3 'BB'; and
   
   -- $1,685,000 privately offered II-B4 'B'.

The 'AAA' rating on the mortgage pool I senior classes reflects
the 1.10% subordination provided by the 0.50% class I-M, the 0.20%
class I-B1, the 0.15% class I-B2, the 0.10% privately offered
class I-B3, the 0.05% privately offered class I-B4, the 0.10%
privately offered class I-B5.

The 'AAA' rating on the mortgage pool II senior classes reflects
the 4.05% subordination provided by the 2.45% class II-M, the
0.70% class II-B1, the 0.30% class II-B2, the 0.25% privately
offered class II-B3, the 0.15% privately offered class II-B4 and
the 0.20% privately offered and not-rated class II-B5
certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  

In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, and the primary servicing capabilities of
JPMorgan Chase Bank, N.A.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Class 11-M1, 11-S1, 11-L1, 11-F1, 11-A3, 11-A4, 11-A5, 11-M5, 11-
S5, 11-L5, 11-F5, 11-A6, 11-A7, 11-A8, 11-M8, 11-S8, 11-L8, 11-F8,
12-M3, 12-S3, 12-L3, 12-F3, 13-M2, 13-S2, 13-L2, 13-F2 are
exchangeable certificates.

Classes 1-A1 through 1-A6, 2-A1 through 2-A-4, 3-A1, 3-A2, 4-A1,
4-A2, 5-A1, 5-A2, 6-A1, 6-A2, 7-A1, 7-A2, 8-A1, 8-A2, 9-A1, 9-A2,
10-A1, 10-A2, 11-A1, 11-A2, 12-A1, 12-A2, 12-A4, 13-A1, 13-A3, A-
R, I-M, I-B1, I-B2, I-B3, I-B4, I-B5, II-M, II-B1, II-B2, II-B3,
II-B4, and II-B5 are regular certificates.

The holder of the exchangeable initial certificates in any
exchangeable combination may exchange all or part of each class of
such exchangeable initial certificates for a proportionate
interest in the related exchangeable certificates.  The holder of
any class of exchangeable certificates may exchange all or part of
such class for a proportionate interest in each such class of
exchangeable initial certificates or for other exchangeable
certificates in the related exchangeable combination.

The classes of exchangeable initial certificates and exchangeable
certificates that are outstanding on any date and the outstanding
principal balances of any such classes will depend upon the
aggregate distributions of principal made to such classes, as well
as any exchanges that may have occurred on or prior to such date.

For the purposes of the exchanges and the calculation of the
principal balance of any class of exchangeable initial
certificates, to the extent that exchanges of exchangeable initial
certificates for exchangeable certificates occur, the aggregate
principal balance of the exchangeable initial certificates will be
deemed to include the principal balance of such exchangeable
certificates issued in the exchange, and the principal balance of
such exchangeable certificates will be deemed to be zero.
Exchangeable initial certificates in any exchangeable combination
and the related exchangeable certificates may be exchanged only in
the specified proportion that the original principal balances of
such certificates bear to one another.

Any holders of exchangeable certificates will be the beneficial
owners of an interest in the exchangeable initial certificates in
the related exchangeable combination and will receive a
proportionate share, in the aggregate, of the aggregate
distributions on those certificates.  

With respect to any distribution date, the aggregate amount of
principal and interest distributable to any classes of
exchangeable certificates and the exchangeable initial
certificates in the related exchangeable combination then
outstanding on such distribution date will be equal to the
aggregate amount of principal and interest otherwise distributable
to all of the exchangeable initial certificates in the related
exchangeable combination on such distribution date as if no
exchangeable certificates were then outstanding.

Mortgage pool I consists of 4,496 adjustable-rate first-lien
residential mortgage loans with stated maturity of not more than
30 years with an aggregate principal balance of $2,641,672,565 as
of the cut-off date of Feb. 1, 2007.  The mortgage pool has a
weighted average original loan-to-value ratio of 63.92% with a
weighted average mortgage rate of 4.6761%.  The weighted-average
current FICO score of the loans is 751.  The average loan balance
is $587,561 and the loans are primarily concentrated in California
(43.09%), New York (18.23%) and Florida (7.29%).

Mortgage pool II consists of 1,627 adjustable-rate first-lien
residential mortgage loans with stated maturity of not more than
30 years with an aggregate principal balance of $1,123,504,307 as
of the cut-off date of Feb. 1, 2007.  The mortgage pool has a
weighted average OLTV of 69.53% with a WAMR of 6.069%.  The
weighted-average current FICO score of the loans is 741.  The
average loan balance is $690,537 and the loans are primarily
concentrated in California (48.86%), New York (16.26%) and Florida
(8.05%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The Bank of New York Trust Company, N.A will serve as trustee.
Chase Mortgage Finance Corporation deposited the loans in the
trust which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as one
or more real estate mortgage investment conduits.


CITIMORTGAGE: Fitch Rates $2.4 Mil. Class B-5 Certificates at B
----------------------------------------------------------------
Fitch rates CitiMortgage Alternative Loan Trust's series 2007-A2
REMIC pass-through certificates:

   -- $652,180,918 classes IA-1 through IA-16, IA-IO, IIA-1, IIA-
      IO and A-PO certificates (senior certificates) 'AAA';

   -- $15,781,000 class B-1 'AA';
   
   -- $6,175,000 class B-2 'A';
   
   -- $4,459,000 class B-3 'BBB';
   
   -- $2,744,000 class B-4 'BB'; and
   
   -- $2,401,000 class B-5 'B'.

The $2,404,551 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.95%
subordination provided by the 2.30% class B-1, 0.90% class B-2,
0.65% class B-3, 0.40% privately offered class B-4, 0.35%
privately offered class B-5, and 0.35% privately offered class B-
6.  In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
CitiMortgage, Inc.'s servicing capabilities as primary servicer.

As of the cut-off date, Feb. 1, 2007, the mortgage pool consists
of 2,230 conventional, fully amortizing, 10- to 30-year,
fixed-rate mortgage loans secured by first liens on one- to
four-family residential properties with an aggregate principal
balance of approximately $686,145,469, located primarily in
California (30.51%), New York (8.08%) and Florida (5.67%).  The
weighted average current loan to value ratio of the mortgage loans
is 72.02%.  Approximately 66% of the loans were originated under a
reduced documentation program.  Condo and co-op properties account
for 7.16% of the total pool.  Cash-out refinance loans and
investor properties represent 42.69% and 11.99% of the pool,
respectively.  The average balance of the mortgage loans in the
pool is approximately $307,689.  The weighted average coupon of
the loans is 6.635% and the weighted average remaining term is
352 months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI. A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


CITIZENS COMMS: Pa. Commission Okays Commonwealth Telephone Buy
---------------------------------------------------------------
Citizens Communications Company and Commonwealth Telephone
Enterprises Inc. have disclosed that the Pennsylvania Public
Utility Commission approved the proposed acquisition of
Commonwealth by Citizens during their meeting on Mar. 1, 2007.

This completes all required regulatory approvals for the
acquisition.  The parties anticipate that the transaction will
close during the first half of March 2007.

However, the transaction is still subject to certain customary
closing conditions.

                    About Citizens Communications

Based in Stamford, Connecticut, Citizens Communications Company
fka Citizens Utilities (NYSE: CZN) -- http://www.czn.net/--   
provides phone, TV, and Internet services to more than two million
access lines in parts of 23 states, primarily in rural and
suburban markets, where it is the incumbent local-exchange carrier
operating under the Frontier brand.

                          *     *     *

In December 2006, Standard & Poor's Ratings Services assigned a
'BB+' rating to $400 million of 7.875% senior unsecured notes due
2027 issued by Stamford, Connecticut-based Citizens Communications
Co.

At the same time, Fitch Ratings assigned a 'BB' rating and Moody's
Investors Service assigned Ba2 rating to the company's proposed
private placement of $250 million senior unsecured notes due 2027.


COLTS 2007-1: Fitch Rates $22 Million Class E Interest Notes at BB
------------------------------------------------------------------
Fitch assigns these ratings to COLTS 2007-1 Ltd. and COLTS 2007-1
LLC:

   -- $260,000,000 class A Floating Rate Notes due 2021 'AAA';

   -- $22,250,000 class B Floating Rate Notes due 2021 'AA';

   -- $40,000,000 class C Floating Rate Deferrable Interest Notes   
      due 2021 'A';

   -- $21,215,000 class D Floating Rate Deferrable Interest Notes
      due 2021 'BBB'; and

   -- $22,250,000 class E Floating Rate Deferrable Interest Notes
      due 2021 'BB'.


CONSTELLATION BRANDS: Fitch Shaves Issuer Default Rating to BB-
---------------------------------------------------------------
Fitch Ratings has downgraded its ratings on Constellation Brands
Inc. (STZ):

   -- Issuer Default Rating to 'BB-' from 'BB';
   -- Bank credit facility to 'BB-' from 'BB';
   -- Senior unsecured notes to 'BB-' from 'BB';
   -- Senior subordinated notes to 'B+' from 'BB-'.

The Rating Outlook has been revised to Negative.

Fitch's ratings apply to STZ's $3.9 billion credit facilities,
$1.2 billion of senior unsecured debt, and $250 million of senior
subordinated notes.

The downgrade and Outlook revision reflect STZ's disclosure that a
$500 million share repurchase program has been authorized on top
of the pending SVEDKA acquisition.  The company's debt levels are
expected to be meaningfully higher in fiscal 2008 ending
Feb. 29, 2008, than originally anticipated, even considering the
Vincor acquisition, and demonstrate management's willingness to
operate at higher leverage levels.  In addition, ongoing
difficulties in its U.K. operations and plans to reduce U.S.
distributor inventory levels in 2008 will affect cash flow in
fiscal 2008, limiting any improvement in credit measures despite a
full-year contribution from Vincor.

The company completed the acquisition of Vincor on June 5, 2006
for $1.4 billion following major acquisitions of BRL Hardy Ltd.
for $1.2 billion in 2003 and Robert Mondavi Corp. for $1.4 billion
in 2004.  Since December 2004, STZ has also made many niche
acquisitions including minority positions.  These acquisitions
have provided STZ with leading market positions and a broad
portfolio of wine, spirits and beer in diversified global markets.

Over the intermediate term, it is likely that the company will
continue to make acquisitions that could result in financial and
operational stress.  Leverage has increased as a result of
successive acquisitions financed primarily with debt, with a
significant increase in interest expense.  STZ has an excellent
track record of integrating such acquisitions.  The company had
applied cash flow to reduce debt, support capital spending, and
restructure acquired operations to enhance productivity and was
able to sell non-essential assets.  This previous pattern of
reducing debt prior to taking on additional acquisitions appears
to have been broken and the company may be becoming more
aggressive regarding stock repurchases.


CONSUMERS ENERGY: Earns $184 Million in Year Ended December 31
--------------------------------------------------------------
Consumers Energy Company reported a net income of $184 million on
operating revenue of $5.7 billion for the year ended Dec. 31,
2006, compared with a $96 million net loss on operating revenue of
$5.2 billion for 2005.

The increase in net income is primarily due to the absence of a
2005 impairment charge of $1.184 billion to property, plant, and
equipment at the Midland Cogeneration Venture Limited Partnership
offset partially by charges of $218 million related to the sale of
the MCV Partnership recorded in 2006.  Consumers Energy has a 49%
interest in the MCV Partnership through CMS Midland Inc.

The increase also reflects higher net income from the electric
utility business, primarily due to increased revenue resulting
from an electric rate order, the expiration of rate caps on
residential customers, and the return of former Retail Open Access
customers to full-service rates.  

Partially offsetting these increases are higher operating and
maintenance costs at the company's electric utility, and a
reduction in net income from the company's gas utility.  Lower,
weather-driven sales at the gas utility exceeded the benefits from
lower operating costs and a gas rate increase authorized by the
Michigan Public Service Commission in November of 2006.

At Dec. 31, 2006, the company's balance sheet showed $12.8 billion
in total assets, $9.8 billion in total liabilities, and $3 billion
in total stockholders' equity.

                        Liquidity Resources

At Dec. 31, 2006, $94 million consolidated cash was on hand, which
includes $57 million of restricted cash.

Net cash provided by operating activities was $474 million, a
decrease of $166 million versus 2005.  This was the result of
decreases in the MCV Partnership gas supplier funds on deposit,
accounts payable and income tax payments to the parent.  These
changes were offset partially by a decrease in accounts receivable
and reduced inventory purchases.

Net cash used in investing activities was $673 million, an
increase of $11 million versus 2005.  This increase was due to
cash relinquished from the sale of assets, an increase in capital
expenditures and cost to retire property and a decrease in net
proceeds from investments.  These changes were partially offset by
a decrease in restricted cash and restricted short-term
investments.

Net cash used in financing activities was $180 million, an
increase of $447 million versus 2005.  This increase was due to a
decrease of $500 million in contributions from the parent and an
increase in net retirement of long-term debt.  These changes were
partially offset by a decrease in common stock dividends payments
of $130 million.

                   About Consumers Energy Company

Headquartered in Jackson, Michigan, Consumers Energy Company
(NYSE: CMS-PA, CMS-PB) -- http://www.consumersenergy.com/-- a  
wholly owned subsidiary of CMS Energy Corporation, is a
combination of electric and natural gas utility that serves more
than 3.5 million customers in Michigan's Lower Peninsula.

                          *      *      *

Consumers Energy carries Fitch's 'BB' on its LT Issuer Default
Rating, a 'BB+' on its Bank Loan Debt Rating, a 'BB' on its Senior
Unsecured Debt Rating, and a 'BB-' on its Preferred Stock Rating.

The company also carries Moody's 'Ba2' Preferred Stock Rating.  It
also carries S&P's 'BB' on both LT Foreign Issuer Credit and LT
Local Issuer Credit Ratings.


CORRECTIONS CORP: S&P Lifts Corporate Credit Rating to BB from BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on prison and correctional services
company Corrections Corp. of America to 'BB' from 'BB-'.

The outlook is stable.

"The upgrade reflects CCA's strong operating performance, more
favorable industry fundamentals, and improved credit protection
measures," said Standard & Poor's credit analyst Mark Salierno.

The ratings on CCA reflect the company's narrow business focus,
political risk, and leveraged financial profile.  These factors
are somewhat mitigated by the company's leading position in the
highly regulated U.S. private correctional facility management
industry and favorable demographic trends.

CCA specializes in owning, operating, and managing prisons and
other correctional facilities, and provides inmate residential
services and prisoner transportation for government agencies.


CWALT INC: Fitch Rates $1.29 Million Class B-4 Certificates at B
----------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
alternative loan trust 2007-6:

-- $350.56 million classes A-1 through A-9, X, PO, and A-R
   certificates (senior certificates) 'AAA';

-- $185,000 class M-A certificates 'AA+';

-- $9.64 million class M certificates 'AA';

-- $3.52 million class B-1 certificates 'A'

-- $2.59 million class B-2 certificates 'BBB';

-- $1.84 million privately offered class B-3 certificates 'BB';

-- $1.29 million privately offered class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 5.50%
subordination provided by the 0.05% Class M-A, the 2.60% Class M,
the 0.95% Class B-1, the 0.70% Class B-2, the 0.50% privately
offered Class B-3, 0.35% privately offered Class B-4 and the 0.35%
privately offered Class B-5.  Classes M-A, M, B-1, B-2, B-3, and
B-4 are rated 'AA+', 'AA', 'A', 'BBB', 'BB' and 'B' based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS1-'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists primarily of 40-year conventional,
fully amortizing mortgage loans totaling $370,965,058 as of the
cut-off date on Feb. 1, 2007, secured by first liens on one- to
four-family residential properties.  The mortgage pool, as of the
cut-off date, demonstrates an approximate weighted-average
original-loan-to-value of 71.58%.  The weighted average FICO
credit score is approximately 710.  Cash-out refinance loans
represent 56.3% of the mortgage pool and second homes 1.2%.  The
average loan balance is $277,046.  The three states that represent
the largest portion of mortgage loans are California (46.1%),
Florida (7.7%), and New York (5.3%).  All other states represent
less than 5% of the cut-off date pool balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWALT INC: Fitch Rates $6.31 Million Class B-4 Certificates at B
----------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
Alternative Loan Trust 2007-5CB:


   -- $1,501.46 million classes 1-A-1 through 1-A-37, 2-A-1
      through 2-A-7, 1-X, 2-X, PO, and A-R senior certificates   
      'AAA';

   -- $33.92 million class M 'AA';

   -- $14.20 million class B-1 'A'
   
   -- $10.25 million class B-2 'BBB';

   -- $7.10 million privately offered class B-3 'BB'; and

   -- $6.31 million privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 4.85%
subordination provided by the 2.15% class M, the 0.90% class B-1,
the 0.65% class B-2, 0.45% privately offered class B-3, 0.40%
privately offered class B-4 and the 0.30% privately offered class
B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4 are
rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, a direct
wholly owned subsidiary of Countrywide Home Loans, Inc.

The mortgage pool consists of two loan groups. Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $1,431,457,250 as of the cut-off date on
Feb. 1, 2007, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average original-loan-
to-value of 70.09%.  The weighted average FICO credit score is
approximately 715.  Cash-out refinance loans represent 41.9% of
the mortgage pool and second homes 4.4%.  The average loan balance
is $219,280.  The three states that represent the largest portion
of mortgage loans are California (22.6%), Florida (10.6%), and
Arizona (5.3%).  All other states represent less than 5% of the
cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $146,537,216 as of the cut-off
date on Feb. 1, 2007, secured by first liens on one-to four-
family residential properties.  The mortgage pool, as of the
cut-off date, demonstrates an approximate weighted-average OLTV of
70.19%.  The weighted average FICO credit score is approximately
714.  Cash-out refinance loans represent 42% of the mortgage pool
and second homes 4.7%.  The average loan balance is $226,838.  The
states that represent the largest portion of mortgage loans are
California (22.7%), Florida (7.1%), and Arizona (5.2%).  All other
states represent less than 5% of the cut-off date pool balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.


CWALT INC: Fitch Rates $1.75 Million Class B-4 certificates at B
----------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
alternative loan trust 2007-4CB:

   -- $561.59 million classes 1-A-1 through 1-A-42, 2-A-1 through
      2-A-9, 1-X, 2-X, PO, and A-R certificates 'AAA';

   -- $9.65 million class M certificates 'AA';

   -- $4.68 million class B-1 certificates 'A'

   -- $3.21 million class B-2 certificates 'BBB';

   -- $2.34 million privately offered class B-3 certificates 'BB';
      and
  
   -- $1.75 million privately offered class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 1.65% Class M, the 0.80% Class B-1,
the 0.55% Class B-2, the 0.40% privately offered Class B-3, 0.30%
privately offered Class B-4, and the 0.30% privately offered Class
B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4 are
rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS1-'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two loan groups.  Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $527,999,353 as of the cut-off date on
Feb. 1, 2007, secured by first liens on one- to four-family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average
original-loan-to-value of 67.35%.  The weighted average FICO
credit score is approximately 725.  Cash-out refinance loans
represent 38.3% of the mortgage pool and second homes 2.6%.  The
average loan balance is $230,165.  The three states that represent
the largest portion of mortgage loans are California (29.5%),
Florida (6.9%), and Washington (5.0%).  All other states represent
less than 5% of the cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $56,996,299 as of the cut-off
date on Feb. 1, 2007, secured by first liens on one- to four-
family residential properties.  The mortgage pool, as of the
cut-off date, demonstrates an approximate weighted-average OLTV of
77.51%.  The weighted average FICO credit score is approximately
691.  Cash-out refinance loans represent 29.9% of the mortgage
pool and second homes 6.1%.  The average loan balance is $179,234.
The states that represent the largest portion of mortgage loans
are Florida (13.2%), California (10.5%), Texas (7.3%), Illinois
(6.9%), and New Jersey (5.5%).  All other states represent less
than 5% of the cut-off date pool balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Rates $1.1 Million Class B-4 Certificates at B
---------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2007-3:

   -- $1,101,103,960 classes A-1 through A-44, X, PO, and A-R
      senior certificates 'AAA';

   -- $28,674,500 class M 'AA';
   
   -- $6,881,900 class B-1 'A';
   
   -- $4,588,000 class B-2 'BBB';
   
   -- $2,293,900 class B-3 'BB'; and
   
   -- $1,147,000 class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 4%
subordination provided by the 2.50% class M, the 0.60% class B-1,
the 0.40% class B-2, the 0.20% privately offered class B-3, the
0.10% privately offered class B-4 and the 0.20% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, a direct
wholly owned subsidiary of Countrywide Home Loans, Inc.

The mortgage pool consists primarily of 30-year conventional,
fully amortizing mortgage loans totaling $1,146,983,296 as of the
cut-off date on Feb. 1, 2007, secured by first liens on one- to
four-family residential properties.  The mortgage pool, as of the
cut-off date, demonstrates an approximate weighted-average
original loan-to-value ratio of 73.01%.  The weighted average FICO
credit score is approximately 744.  Cash-out refinance loans
represent 31.0% of the mortgage pool and second homes 5.6%. The
average loan balance is $625,059.  The states that represent the
largest portion of mortgage loans are California (41.2%) and
Virginia (5.1%).  All other states represent less than 5% of the
pool as of the cut-off date.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.


DAIMLERCHRYSLER AG: Blackstone is Lead Contender for U.S. Unit
--------------------------------------------------------------
Blackstone Group is the leading contender to buy DaimlerChrysler
AG's Chrysler Group, Reuters reports, citing The Detroit News.

According to the report, the private equity firm is moving forward
with a detailed analysis of Chrysler's finances and operations
with an eye toward making a formal bid.

Other possible buyers to the German automaker's troubled U.S. unit
include Cerberus Capital Management, Reuters said, quoting The
Detroit News.

Reuters relates that two sources close to the sales said last week
that a detailed sales prospectus for Chrysler Group bidders should
be completed soon, the first step toward a potential sale that
would unwind the 1998 merger that created DaimlerChrysler.

Private equity firms are expected to be among the potential
bidders for Chrysler that would consider the automaker's sale-
related documents, the sources told Reuters.

                       Lower February Sales

As reported in the Troubled Company Reporter on Mar. 2, 2007,
DaimlerChrysler AG's Chrysler Group reported sales for February
2007 of 174,506 units; down 8% compared with February 2006 with
190,367 units.  All sales figures are reported unadjusted.

"In a generally soft market environment in February, the Chrysler
Group had good traffic and solid customer interest especially for
our newly launched, fuel efficient models like the Dodge Avenger,
Dodge Caliber, and Jeep(R) Compass.  Also, the Jeep Wrangler had
its best February ever," Chrysler Group Vice President for Sales
and Field Operations Steven Landry said.

The Dodge Avenger posted sales of 5,205 units.  The vehicle is one
of the Chrysler Group's five new models that achieve 30 miles per
gallon or better in highway driving.

Jeep Wrangler and Wrangler Unlimited continued to post strong
sales in February with 9,240 units, a rise of 63% over February
2006 sales of 5,673 units.  February 2007 marks the best month of
February in the history of the Jeep Wrangler.

Sales of the Jeep Compass increased 3% over the previous month
with 4,071 units compared with 3,965 units in January 2007.

The Dodge Caliber finished February with sales of 9,900 units, an
increase of 14% compared with last month with 8,672 units.

Dodge Ram pickup sales continued to increase after an already
strong January and posted sales of 28,633 units, up by 17% over
the previous month with 24,379 units.

"Building on the sales momentum of the Dodge Ram in the first two
months of 2007, March will be the Chrysler Group's 'National Truck
Month.'

"Our marketing approach will primarily focus on our biggest volume
model, the Dodge Ram, and tie it with the value of one of our most
successful product features, the legendary HEMI(R) engine,"
Chrysler Group Vice President for Sales and Dealer Operations
Michael Manley said.

"Customers have the opportunity to get a no-extra-charge HEMI
engine upgrade for the Dodge Ram 1500 as well as the Dodge
Durango.  We are confident that 'National Truck Month' will
resonate well with our customers."

Chrysler Group finished the month with 492,230 units of inventory,
or a 68-day supply.  Inventory is down by 8% compared with
February 2006 when it was at 532,534 units.

                       About DaimlerChrysler

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

The company's worldwide locations are located in: Canada, Mexico,
United States, Argentina, Brazil, Venezuela, China, India,
Indonesia, Japan, Thailand, Vietnam and Australia.

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

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

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


DAKOTA ARMS: Court Approves Sale of Business to Technology Funding
------------------------------------------------------------------
Dakota Arms Inc. obtained authority from the U.S. Bankruptcy Court
for the District of Minnesota to sell substantially all of its
assets to Technology Funding Group LLC for $1.12 million in cash
plus the assumption of certain debt, Bill Rochelle of Bloomberg
News reports.

According to the source, Technology Funding will subordinate its
$8.9 million unsecured claim to the claims of other unsecured
creditors and provide funding to continue a lawsuit aiming void
the security interest held by First Western Securities LLC on the
grounds that it was not properly perfected.

After expenses, Technology Funding will split recoveries in the
lawsuit, giving creditors 60% and keeping the rest, the report
said.

Alliance Management Inc. serves as the Debtor's investment banker
in the sale of its assets.

For the engagement, Alliance Management will receive a $10,000
retainer, and a success fee of 3.00% of the purchase price paid
for Debtor or its assets, provided that purchase price equals or
exceeds $3 million.  

The firm's services will also be paid a straight hourly rate of
$325.

Headquartered in Sturgis, South Dakota, Dakota Arms Inc. sold
guns and firearms.  The company filed a chapter 11 petition on
July 6, 2006 (Bankr. D. Minn. Case No. 06-41315).  Faye Knowles,
Esq., and Ryan Murphy, Esq., at Fredrikson & Byron, PA represent
the Debtor in its restructuring efforts.  Henry T. Wang, Esq., at
Gary Plant Mooty Mooty & Bennett PA, and Chrystal Donnell, Esq.,
at Faegre & Benson serve as counsel to the Official Committee of
Unsecured Creditors.  When the Debtor sought protection from its
creditors, it estimated assets and debts between $1 million to
$10 million.


DEAN FOODS: Discloses $15 Per Share Special Dividend Plan
---------------------------------------------------------
Dean Foods Company reported plans to return $15.00 per share to
shareholders through a one-time special cash dividend totaling
approximately $2 billion.  The special dividend will be financed
by a recapitalization of the company's balance sheet through
$4.8 billion in new senior secured credit facilities.

"Dean Foods is an organization with strong momentum as reflected
in our 2006 results and positive outlook for 2007," said Gregg
Engles, Chairman and Chief Executive Officer.  "Over the past
several years we've consolidated the industry and developed a
leading market position through significant strategic acquisitions
and investments in building out our branded portfolio.  With this
platform in place, we are now entering the next phase of our
evolution.  Over the next few years, we will be focused primarily
on leveraging our scale to drive internal growth through
maximizing productivity and efficiencies across our business."

Mr. Engles continued, "Given our internal focus, our strong cash
flows, and the incredible liquidity and flexibility of today's
debt capital markets, the appropriate finance decision for Dean
Foods today is to increase our exposure to the debt markets and
return equity capital to shareholders, while enabling them to
continue to participate in the Company's future performance and
growth."

The special dividend declared by Dean Foods' Board of Directors is
payable on April 2, 2007, to shareholders of record as of
March 27, 2007.  The dividend is subject to the completion of the
company's new senior secured credit facilities.

Dean Foods common stock will start trading on an ex-dividend basis
beginning on April 3, 2007, the day after the payment date, in
accordance with NYSE rules.  Shareholders who sell their shares
prior to or on the payment date of April 2, 2007 will also be
selling their right to receive the special cash dividend.

Shareholders are advised to contact their financial advisor before
selling their shares.

The total aggregate size of the dividend will depend upon the
number of shares outstanding on the March 27, 2007 record date.
The company will distribute $15.00 per share to shareholders as of
the record date.

As of Feb. 23, 2007, Dean Foods had 128.95 million shares
outstanding, which would result in a total dividend of
$1.93 billion.

"Given our financial and business characteristics, Dean Foods is
ideally positioned to take advantage of current attractive credit
market conditions to recapitalize our balance sheet and lower our
total cost of capital," said Jack Callahan, Executive Vice
President and Chief Financial Officer.  "After a thorough
analysis, we have targeted an initial leverage level that we
believe is a prudent and efficient use of our balance sheet while
preserving flexibility to meet our capital needs and growth
objectives, including pursuing highly compelling tuck-in
acquisitions."

For U.S. federal income tax purposes, shareholders will receive a
Form 1099-DIV in early 2008 to notify them of the division between
the dividend and non-dividend portions of the special dividend.
The process of determining these amounts, which entails a
comprehensive review and analysis of the Company's history, is
well underway.  Shareholders are encouraged to consult with their
own tax and financial advisors regarding the implications of this
special dividend.

The $4.8 billion fully underwritten financing package is being
arranged by JPMorgan Securities, Bank of America Securities LLC,
and Wachovia Capital Markets.  Completion of the facility, which
will replace the company's current facility, is subject to
customary closing conditions.  The new facility is currently
planned to consist of a combination of a:

    * $1.5 billion 5-year senior secured revolving credit
      facility,

    * $1.5 billion 5-year senior secured term loan A, and

    * $1.8 billion 7-year senior secured term loan B.

The company will also be replacing its existing receivables
facility with a new secured $500 million facility. The company's
publicly traded notes will remain outstanding without
modification.

The company had disclosed on Nov. 29, 2006, that its Borad of
Directors authorized an increase in the share repurchase program
of up to $300 million, of which approximately $220 million
remains.  As a result of the recapitalization and one-time cash
dividend distribution, the company does not anticipate making
additional stock repurchases in the near term.

Banc of America Securities LLC is acting as financial advisor to
Dean Foods in this transaction.

"For the first quarter, which will conclude before the
recapitalization becomes effective, we continue to expect adjusted
earnings per share of between $0.44 and $0.46," said Mr. Callahan.
"For the full year 2007, we continue to expect operating profit
growth of around 7%, consistent with our previous guidance.  
However, with the increase in interest expense we are taking on
for the remainder of the year, we now expect full year adjusted
earnings of between $1.72 and $1.78 per share for 2007, depending,
in part, on the finalization of the new capital structure."  The
adjustments to the earnings per share calculation exclude the net
impact of facility closing costs, reorganizations, non-recurring
charges and discontinued operations.

                           About Dean Foods

Dean Foods Company (NYSE: DF) -- http://www.deanfoods.com/-- is  
one of the leading food and beverage companies in the United
States.  Its Dairy Group division is the largest processor and
distributor of milk and other dairy products in the country, with
products sold under more than 50 familiar local and regional
brands and a wide array of private labels.  The Company's
WhiteWave Foods subsidiary markets and sells a variety of well-
known dairy and dairy-related products, such as Silk(R) soymilk,
Horizon Organic(R) milk and other dairy products and International
Delight(R) coffee creamers.  WhiteWave Foods' Rachel's Organic(R)
brand is the largest organic milk brand and third largest organic
yogurt brand in the United Kingdom.


DEAN FOODS: Special Dividend Plan Cues S&P to Lower Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dean
Foods Co. and its wholly owned subsidiary, Dean Holding Co.,
including its long-term corporate credit rating to 'BB' from
'BB+', following the company's report of a one-time special cash
dividend of $15.00 per share or approximately $2 billion.  A new
$4.8 billion senior secured credit facility will be used to pay
the special dividend.  

Standard & Poor's assigned its loan and recovery ratings to Dean
Foods' proposed $4.8 billion senior secured credit facility.  The
credit facility was rated 'BB' with a recovery rating of
'2', indicating an expectation for substantial recoveryof
principal in the event of a payment default.  The rating is based
on preliminary documents and is subject to review of the final
documentation.

Upon closing of this transaction, the ratings on Dean Foods'
existing $3.0 billion senior secured credit facility will be
withdrawn.  The senior unsecured debt is rated two notches below
the corporate credit rating, reflecting the sizeable amount of
secured debt.  The outlook is stable.  

Pro forma for the transaction, Dallas, Texas-based Dean Foods will
have about $5.3 billion in debt outstanding.

"The downgrade reflects a more aggressive financial policy, given
the company's willingness to fund this large dividend with 100%
debt financing, and a weaker financial profile.  Pro forma for the
transaction, credit metrics are weak for the rating, but we
believe with the company's cash-generating ability, Dean Foods
will quickly improve credit protection measures to levels more
appropriate for the rating in the next three years," said
Standard & Poor's credit analyst Jayne Ross.


DELHAIZE AMERICA: Good Performance Cues S&P's Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Delhaize
America Inc. to positive from stable reflecting improving
financial measures, a trend that the rating agency anticipates
will continue.

At the same time, Standard & Poor's affirmed the company's 'BB+'
corporate credit and other senior unsecured ratings.

"The company's debt protection measures have been improving
slowly, though steadily, but are beginning to approach levels that
are considered characteristic of investment grade," said
Standard & Poor's credit analyst Gerald Hirschberg.

Given Delhaize's good market position and efficient operations,
Standard & Poor's expects that this improving trend will continue
in 2007 despite a challenging environment for U.S. supermarkets.
If the company maintains its good business position and manages to
improve FFO to debt to above 25% and debt to EBITDA to 2.5x,
Standard & Poor's could raise the rating.  An outlook revision
back to stable is unlikely, but could develop if business and
financial measures do not continue to improve.

The rating on Delhaize America Inc. is based on its participation
in the highly competitive supermarket industry, regional
concentration, smaller scale relative to major operators, and
somewhat weak credit protection measures.  These factors are
mitigated by the good track record of its core business,
Food Lion (80% of the store base); increasing format
diversification; and above-average operating margins.

"Industry pressures include intensified competition from both
traditional and nontraditional food retailers, such as
supercenters, which are rapidly expanding their presence, and
overall soft consumer spending for groceries," said
Mr. Hirschberg.

Salisbury, North Carolina-based Delhaize America operates about
1,540 supermarkets on the East Coast primarily under the Food
Lion, Hannaford, Kash n' Karry, and Sweetbay banners.  Sales and
profit have been pressured by increasing competition, although
Delhaize has fared better than most, with satisfactory same-store
sales and operating margins near the top of the range of rated
supermarkets.  Delhaize's comparable-store sales grew 1.1% in
2005, following 1.5% growth in 2004.  The company's lease-adjusted
operating margin approximated 9.8% for the l2 months ended
September 2006, comparing favorably with margins of about 7% for
rated U.S. supermarkets.


DIAMOND ENT: Dec. 31 Balance Sheet Upside-Down by $7.2 Million
--------------------------------------------------------------
Diamond Entertainment Corp. reported a net loss of $5.5 million on
net sales of $874,268 for the third quarter ended Dec. 31, 2006,
compared with a net loss of $221,099 on net sales of $1.6 million
for the same period in 2005.

The decrease in net sales was primarily due to the industry shift
from videocassette programs to DVD programs together with
decreased orders from major customers for DVD and videocassette
products.

Operating loss was approximately $148,000 as compared to an
operating loss of approximately $221,000 for the same period last
year.  The decrease in operating loss of approximately $73,000
arose primarily from a decrease in gross profit of approximately
$305,000 and an increase in operating expenses of approximately
$378,000.

The net loss was primarily due to interest expense - derivatives
and warrants of $6.7 million, versus zero in 2005, in connection
with the company's convertible notes and warrants outstanding as
of Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $3.1 million and total liabilities of $10.3 million, resulting
in a total stockholders' deficit of $7.2 million.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with current assets of $2.7 million available to pay
current liabilities of $10.3 million.

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

                      Going Concern Doubt

Pohl, McNabola, Berg and Company, LLP, raised substantial doubt
about Diamond Entertainment's ability to continue as a going
concern after auditing the company's financial statements for the
years ended March 31, 2006 and 2005.  The auditing firm pointed to
the company's substantial losses and negative cash flows from
operations for the year ended March 31, 2006.

                  About Diamond Entertainment

Based in Walnut, California, Diamond Entertainment Corporation
(OTC BB: DMEC.OB) dba e-DMEC, markets and sells a variety of DVD
and videocassette titles to the budget home video and DVD market.  


DOBSON COMMUNICATIONS: Earns $12.7 Million in Year Ended Dec. 31
----------------------------------------------------------------
Dobson Communications Corp. reported net income of $12,781,157
for the year ended Dec. 31, 2006, compared with net loss of
$121,610,063 for the year ended Dec. 31, 2005.

Total operating revenues for the year 2006, of $1,271,096,000, up
from  $1,179,462,000 for the previous year.  The increase in total
operating revenues in 2006 was driven by increases in service
revenues from $858,385,000 in 2005 to $918,785,000 in 2006,
roaming revenues from $258,407,000 in 2005 to $283,277,000 in
2006, and equipment and other revenues from $62,670,000 in 2005
to $69,034,000 in 2006.

The company's primary operating expense categories include cost of
service, cost of equipment, marketing and selling costs, general
and administrative costs, depreciation, and amortization and gain
on disposition of operating assets.  Total cost of service for
2006 and 2006 were $340,943,000 and $296,594,000, respectively.  
For the year ended Dec. 31, 2006, the company's cost of equipment
and marketing and selling costs increased compared to the year
ended Dec. 31, 2005, while its general and administrative costs
decreased in 2006, compared to 2005.  Depreciation and
amortization expense has remained fairly constant for the years
ended Dec. 31, 2006, 2005 and 2004.

Gain on disposition of operating assets for the year ended
Dec. 31, 2006 and 2005 was a result of the sale and leaseback of
564 of the company's towers during 2005.  On June 30, 2005, the
company recognized $900,000 of the gain from the transactions and
deferred the remaining gain of $62.7 million, which will be
recognized over the lease term of ten years.  The company expects
to recognize a gain of approximately $6.3 million per year over
the original life of the lease.

As of Dec. 31, 2006, the company listed $3,494,752,259 in total
assets of which $285,680,630 is current, $252,090,884 in total
current liabilities, $2,605,105,934 in credit facilities and debt
securities, $241,451,899 in mandatorily net redeemable preferred
stock, $6,465,131 in minority interests, $62,357,050 in deferred
gain on disposition of operating assets and other long-term
liabilities, and $191,585,972 in total stockholders' deficit.

Its December 31 balance sheet also showed 1,249,986,135 in
accumulated deficit and $1,663 in accumulated other comprehensive
loss.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ab8.

                 About Dobson Communications corp.

Headquartered in Oklahoma City, Dobson Communications Corp.
(Nasdaq: DCEL) -- http://www.dobson.net/-- provides wireless  
phone services to rural and suburban markets in the U.S.  It owns
wireless operations in 16 states and has two wholly owned
subsidiaries, Dobson Cellular Systems, Inc. and American Cellular
Corp.

                           *     *     *

As reported by the Troubled Company Reporter on March 1, 2007,
Moody's Investors Service upgraded the corporate family and
probability of default rating of American Cellular Corp.'s parent,
Dobson Communications Corp. to B2 from B3 while raising its
speculative grade liquidity rating to SGL-1 from SGL-2.  


EMI GROUP: Junks Warner's $4.1 Billion Takeover Bid
---------------------------------------------------
The Board of Directors of EMI Group plc rejected a $4.1 billion
non-binding takeover bid from Warner Music Group Corp. saying that
the price of 260 pence per share in cash for EMI is inadequate.

The Board concluded that "it is not in the best interests of EMI
shareholders to entertain a pre-conditional offer which would
entail prolonged regulatory uncertainty and unacceptable
operational risk at a critical time for the Company."

There can be no certainty that the approach by WMG will lead to
an offer being made for the Company or as to the terms on which
any offer might be made.

EMI remains focused on maximizing the performance of the
business including implementation of the restructuring program
disclosed on January 12.

As reported in the TCR-Europe on Feb. 27, Warner Music approached
EMI on Jan. 24, after it obtained the support of Brussels-based
Impala, a trade group for independent European record labels
ending its opposition to a Warner-EMI merger, reports say.  WMG
clarified Feb. 21 that any possible takeover offer for EMI Group
PLC is likely to be solely in cash.

In 2006, EMI and Warner were locked in a GBP2.3 billion takeover
battle.  The deal was halted in June 2006 following the
annulment of the 2004 Sony-BMG tie-up by a European Court.

Analysts believed that an EMI-Warner merger could generate cost
savings of about GBP150 million a year.

                     About Warner Music Group

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

                          About EMI Group

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

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

                          *     *     *

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


ENRON CORP: Court Okays $13.5 Million Kirkland & UC Settlement
--------------------------------------------------------------
The Honorable Melinda Harmon of the U.S. Bankruptcy Court for the
Southern District of Texas has approved a $13,500,000 settlement
agreement between University of California Board of Regents and
Kirkland & Ellis LLP, Bloomberg News reports.

The UC Regents, who lost about $145,000,000 on Enron Corp.
investments, are lead plaintiffs in the Enron securities
litigation, Bloomberg News states.

"We're pleased with this latest success in recovering investments
lost in the Enron fraud," said Trey Davis, spokesman for the UC
Regents, according to Bloomberg News.  "We will continue to press
ahead to recover the most possible for all victimized investors."

The remaining defendants in the Class Action Lawsuit include
Enron's former lenders, Merrill Lynch & Co., Credit Suisse Group,
and Barclays Plc.

Judge Harmon rescheduled the April 9 trial to April 16 after
refusing to delay the case indefinitely while an appeals court
rules whether shareholders can continue to sue the Enron Lenders,
Bloomberg News reports.

Certain investors are also pressing charges against other former
Enron lenders, including Toronto Dominion Bank and Royal Bank of
Scotland Group Plc.  However, the claims have not yet been
scheduled for trial, Bloomberg News says.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.  
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 187 and
183; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ERIC NADEL: Case Summary and Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Eric J. Nadel
        3201 Northeast 183 Street, Suite 1506
        Aventura, FL 33160

Bankruptcy Case No.: 07-11419

Chapter 11 Petition Date: March 2, 2007

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: John M. Cruz II, Esq.
                  901 South State Road 7, Suite 360
                  Hollywood, FL 33023
                  Tel: (954) 965-0511
                  Fax: (954) 965-0499

Estimated Assets: Unknown

Estimated Debts:  $10 Million to $50 Million

Debtor's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
   Raymond and Barbara Tomzak              $21,000,000
   c/o Stanley M. Sacks, Esq.
   633 South Andrews Avenue
   Fort Lauderdale, FL 33301


EXCEPTIONAL TECH: Starts Distribution Under Liquidation Plan
------------------------------------------------------------
Exceptional Technologies Fund 5 Inc. will proceed with the Plan of
Liquidation approved by its shareholders on Dec. 20, 2006.

As reported in Troubled Company Reporter on Dec. 22, 2006, the
Plan of Liquidation contemplates the distribution of the company's
investment assets to its shareholders, the delisting of the common
shares of the company from the TSX Venture Exchange and,
ultimately, the voluntary dissolution of the company.

The Plan's relevant dates are:

   * Monday, March 12, 2007 - Halt in Trading;

   * Thursday, March 15, 2007 - Record Date for Distribution of
     Investment Assets; and

   * March 30, 2007 - Distribution Date.

Only shareholders of record as of the Record Date will receive a
distribution on the Distribution Date.  It is intended that shares
of the company will cease to trade on the Exchange as of
Monday, March 12, 2007, and that delisting of the shares will
occur thereafter.  The company will be dissolved on completion of
the Plan of Liquidation.

There are currently 5,949,011 issued and outstanding common shares
of the company.

              Investment Assets To Be Distributed

The company's current portfolio investments, and the portion of
such investments to be distributed on a pro-rata basis to
shareholders as of the Record Date, are as follows:

   Name of           Securities          Securities to be
   Porfolio          Held by             Distributed on the
   Company           ExFund 5            Distribution Date
   --------          ----------          ------------------     
TIR Systems Ltd.     1,225,000           $1,175,000 TIR Shares
                     Common Shares

Vigil Health         4,010,058           100% of the Vigil
Solutions, Inc.      Common Shares       Shares

Idelix Software      714,286             $100% of Idelix Shares,
Inc.                 Common Shares       through distribution of
                     350,000 Sieres 1    Idelix Securities
                     Preferred Shares    Receipts representing a
                     200,000 Series 2    beneficial interest in
                     Preferred Shares    the Idelix Shares

Tantalus Systems     154,166             100% of Tantalus Shares,
Corporation          Common Shares       through distribution of
                     264,898             Tantalus Securities
                     Preferred Shares    Receipts representing a
                                         Beneficial interest in
                                         The Tantalus Shares

                   Other Relevant Information

In order to complete the Plan of Liquidation on a timely basis,
shareholders of the company will be receiving beneficial (but not
legal or registered) ownership of the company's investment
holdings in the non-publicly traded securities of Idelix Software
Inc. and Tantalus Systems Corp. held by the company.  Accordingly,
shareholders of the company as of the Record Date will receive
their pro-rata share of "receipts" evidencing beneficial ownership
in the securities of Idelix held by the company and their pro-rata
share of "receipts" evidencing beneficial ownership in the
securities of Tantalus held by the company.

Discovery Capital Management Corp., a wholly owned subsidiary of
Discovery Capital Corporation and the former manager of the
Company, will act as custodian of the Idelix Securities Receipts
and the Tantalus Securities Receipts until such time as there is a
liquidity event in either Idelix or Tantalus that results in the
Manager receiving cash or securities that are freely tradable, for
distribution when such cash or securities are available, to
shareholders of the company as of the Record Date.  For these
purposes, the Manager will obtain from the company's transfer
agent a list of shareholders of record, as of the Record Date, and
maintain this list for future distribution purposes.  The services
of the company's transfer agent, Computershare Investor Services
Inc., will be terminated upon dissolution of the company.

The Manager will also hold in custody 50,000 shares of TIR Systems
Ltd. in order to defray the current working capital deficiency of
the Company (which includes payment of approximately $63,000 in
management fees up to Dec. 31, 2006, the final date for which
these fees were payable, as well as a liability under the Small
Business Venture Capital Act to repay tax credits of approximately
$21,000), as well as the costs of completing the Plan of
Liquidation.  In addition, certain miscellaneous debt instruments
with two former venture investments, currently totaling less than
approximately $40,000, will also be held in custody to defray such
expenses.

As a result of the above and the distribution of all other
investment assets of the company, it is not presently anticipated
that any cash will form part of the Liquidating Distribution.

                        Tax Information

The exact income tax consequences of the Plan of Liquidation to
each shareholder of the company will depend on each Shareholder's
particular circumstances.  Management strongly recommends that all
shareholders of the company consult their own tax advisors for
personal tax advice on the tax consequences of the Plan of
Liquidation, and to do so prior to the Record Date.

The following general information is provided for the assistance
of shareholders, but should not be relied upon as tax advice for
individual circumstances:

An RRSP or RRIF trustee acting on behalf of an RRSP or RRIF that
is a shareholder of the company, may decide that it cannot
continue to hold the Idelix Securities Receipts and the Tantalus
Securities Receipts in the RRSP or RRIF.  In such event, the
Trustee may distribute the Securities Receipts out to the
annuitant or beneficiary of such RRSP.  This will result in a
taxable distribution to the recipient in an amount equal to the
value of the Securities Receipts distributed.  Although management
understands that the Securities Receipts may be qualified
investments for RRSPs and RRIFs, it will not be feasible, or even
possible, for management to satisfy each Trustee that the
Securities Receipts will be qualified investments.  If the
Securities Receipts are not accepted as qualified investments, the
annuitant or beneficiary may be subject to income tax.

Accordingly, individuals who are annuitants or beneficiaries of
RRSPs or RRIFs which are shareholders should consult their tax
advisors to determine the tax consequences to them of receiving a
distribution from their RRSPs or RRIFs of Securities Receipts, or
to determine whether it is possible and appropriate, prior to the
Record Date, to "swap" their ExFund 5 shares out of their RRSPs or
RRIFs in order that the Securities Receipts are received, at the
outset, in a non-RRSP or RRIF account.

Exceptional Technologies Fund 5 (VCC) Inc.'s (TSX VENTURE:XF)
primary business objective was to achieve capital appreciation
through investing in a portfolio of securities of technology
eligible small businesses which qualify as "eligible investments"
under the Small Business Venture Capital Act.


FEDERAL-MOGUL: Ernst & Young Raises Going Concern Doubt
-------------------------------------------------------
Ernst & Young LLP, in Detroit, Michigan, expressed substantial
doubt about Federal-Mogul 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 pointed to uncertainties inherent in the
bankruptcy process, referring to Federal-Mogul Corp. and its
wholly-owned United States subsidiaries' voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
code, and the joint filing of certain Federal-Mogul subsidiaries
in the United Kingdom for Chapter 11 and Administration under the
United Kingdom Insolvency Act of 1986.

Federal-Mogul reported a net loss of $549.6 million on net sales
of $6.326 billion for the year ended Dec. 31, 2006, compared with
a net loss of $334.2 million on net sales of $6.286 billion for
the year ended Dec. 31, 2005.

Of the $40 million increase in net sales in 2006, $33 million is
due to favorable foreign currency.

Included in Federal-Mogul's loss before income taxes for 2006 is a
charge of $501 million associated with the settlement of the U.K.
pension plans.  

Gross margin increased by $64 million in 2006, primarily due to
productivity and restructuring initiatives and the reduced pension
expense of $21 million associated with the settlement of the U.K.
pension plants, partially offset by the increase in raw material
costs over the prior year.

Results for the full year were also impacted by reduced selling,
general and administrative expenses, reduced charges related to
asset impairments, reduced costs associated with the company's
Chapter 11 proceedings, and higher average interest rates.

"We are pleased with the progress achieved in 2006 and the
company's improvement in operational performance.  We maintain our
focus on the implementation of our global profitable
growth strategy to provide leading products, services and
innovative technology that create value for our customers
worldwide while satisfying our employee and stakeholder
expectations," said Chairman, President and Chief Executive
Officer Jos, Maria Alapont.

"Federal-Mogul reached resolution of the Company Voluntary
Arrangements for emergence of the United Kingdom administrated
companies with activities in the Americas, Europe and Asia-
Pacific, and has received U.S. Bankruptcy Court approval on the
supplemental disclosure statement of our plan of reorganization.
These are significant milestones toward exit from Chapter 11 and
our commitment to confirm, on the hearing date set for May 8,
2007, our restructuring plan to emerge."

At Dec. 31, 2006, the company's balance sheet showed
$7.179 billion in total assets, $8.872 billion in total
liabilities, $54.2 million in minority interest in consolidated
subsidiaries, resulting in a $1.747 billion total stockholders'
deficit.

                             Cash Flows  

Net cash used by operating activities totaled $422 million for the
year ended Dec. 31, 2006, compared to net cash provided by
operating activities of $318 million for 2005.  

Net cash flow used by investing activities was $239 million in
2006, compared to net cash flow used by investing activities of
$160 million in 2005.

Cash flow provided from financing activities was $608 million
during 2006, compared to cash flow used by financing activities of
$406 during 2005.  This change primarily resulted from the release
of $762 million in restricted cash in 2006, partially offset by
net payments on the company's available credit facilities.

                        About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  The company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No.
01-10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and
Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura
Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq.,
at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq.,
Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm represent the Official Committee of Unsecured Creditors.


FORD MOTOR: Signs Deal Selling APCO to Trident IV
--------------------------------------------------
Ford Motor Company has entered into a definitive agreement to sell
Automobile Protection Corporation to Trident IV, L.P., a private
equity fund managed by Stone Point Capital LLC.  The transaction
is the result of the review of strategic options for the business
announced by Ford on Oct. 11, 2006.

The sale is expected to close during the second quarter and is
subject to customary closing conditions, including applicable
regulatory approvals.  Terms and conditions specific to the
agreement are not being disclosed at this time.

Last week, Ford estimated $11,182 million in total life-time costs
for restructuring actions.  

Of the total $11,182 million of estimated costs, Ford says that
$9,982 million has been accrued in 2006 and the balance, which is
primarily related to salaried personnel-reduction programs, is
expected to be accrued in the first quarter of 2007.

The company expects a curtailment gain for other postretirement
employee benefit obligations related to hourly personnel
separations that occur in 2007, which gain the company expects to
record in 2007.  Of the estimated costs, those relating to Job
Bank Benefits and personnel-reduction programs also constitute
cash expenditure estimates.

The restructuring cost estimates relate to the automaker's
previously announced commitment to accelerate its restructuring
plan, referred to as Way Forward plan.

The "Way Forward" plan includes closing plants and laying off up
to 45,000 employees.

                            About APCO

APCO, a wholly owned subsidiary of Ford Motor Company, was
purchased by Ford Motor Company in July 1999.  APCO offers vehicle
service contracts and related after-market products to dealers of
all makes and models.

                           About Trident

Stone Point Capital is a global private equity firm based in
Greenwich, Conn., that manages the Trident Funds and has raised
more than $8 billion in committed capital to make investments in
the global insurance and financial services industries.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury, and Volvo.  Its automotive-related services
include Ford Motor Credit Company and The Hertz Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3 billion of senior convertible notes due
2036.


GAP INC: Earns $219 Million for Period Ended February 3
-------------------------------------------------------
Gap Inc. earned $219 million on net revenues of $4.9 billion for
the 14 weeks ended Feb. 3, 2007, compared to net income of
$337 million on $4.8 billion of net revenues for the 13 weeks
ended Jan. 28, 2006.

The company also earned $778 million on $15.9 billion of net
revenues for the 53 weeks ended Feb. 3, 2007, compared to a net
income of $1.1 billion on net revenues of $16 billion for the 52
weeks ended Jan. 28, 2006.

The company noted that fiscal year 2006 had 53 weeks versus 52
weeks in fiscal 2005.

"We were not satisfied with our 2006 results and are taking
action," said Bob Fisher, interim president and chief executive
officer of Gap Inc.  "In 2007, we are focusing on three
priorities: fixing our core business by creating the right product
and outstanding store experiences; retaining and developing the
best talent in the industry; and examining our organizational
structure to ensure that we enable our brands to make decisions
and effect change more efficiently.  I am confident that we are
taking the necessary actions to revitalize our brands."

Since January 2007, the company has taken the following actions:

   * Leadership changes.  The company's board of directors
     announced a change in the chief executive officer position.
     Mr. Fisher, the company's current non-employee chairman of
     the board of directors, stepped in to serve as interim
     president and chief executive officer.  The company is in the
     final stages of selecting a search firm for a permanent chief
     executive officer.  In addition, the company announced Marka
     Hansen, former president of Banana Republic, as the new
     president of Gap Brand and Michael Cape as the new executive
     vice president of marketing for Old Navy.

   * Conversion of Old Navy's Outlet stores into Old Navy stores.
     In order to drive improved returns and leverage its existing
     retail channel, the company made the decision in February to
     convert its 45 Old Navy Outlet stores into stand-alone Old
     Navy stores.  The company expects the conversion to be
     completed by October 2007.

   * Closure of distribution facility.  As part of the company's
     on-going assessment of its network capacity, it made the
     decision in February to close a distribution facility in
     Hebron, Kentucky.

   * Closure of Forth & Towne.  After thorough analysis revealed
     that the concept was not demonstrating enough potential to
     deliver acceptable long-term return on investment, the
     company announced on Feb. 26, 2007 that it would close Forth
     & Towne.  The company plans to close all 19 stores by the end
     of June 2007.

Net sales for the 14 weeks ended Feb. 3, 2007 rose 2% to $4.9
billion, compared with $4.8 billion for the 13 weeks ended Jan.
28, 2006.  Comparable store sales for the 13 weeks ended
Jan. 27, 2007 decreased 7%, compared with a decrease of 6% for the
fourth quarter of the prior year.

Net sales for the 53 weeks ended Feb. 3, 2007 were $15.9 billion.
Net sales were $16 billion for the 52 weeks ended Jan. 28, 2006.
Comparable store sales for the 52 weeks ended Jan. 27, 2007
decreased 7%, compared with a decrease of 5% in the prior year.
The company's online sales for the 53 weeks ended Feb. 3, 2007
increased 23 percent compared with the 52 weeks ended
Jan. 28, 2006.

                         About Gap Inc.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS)
-- http://www.gapinc.com/-- is an international specialty   
retailer offering clothing, accessories and personal care products
for men, women, children and babies under the Gap, Banana
Republic, Old Navy, Forth & Towne and Piperlime brand names.  Gap
Inc. operates more than 3,100 stores in the United States, the
United Kingdom, Canada, France, Ireland and Japan.  In addition,
Gap Inc. is expanding its international presence with franchise
agreements for Gap and Banana Republic in Southeast Asia and the
Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service downgraded Gap Inc. senior unsecured
notes to Ba1 and assigned a corporate family rating of Ba1 and
speculative grade liquidity rating of SGL-1.  The rating outlook
is stable.


GARDNER ZINE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gardner Zine LLC
        78 Rockland Avenue
        Maynard, MA 01754

Bankruptcy Case No.: 07-40711

Chapter 11 Petition Date: February 28, 2007

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: David B. Madoff, Esq.
                  Madoff &Khoury LLP
                  124 Washington Street, Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020

Total Assets: $6,500,000

Total Debts:  $5,220,259

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Baystate Water Works, Inc.                               $39,873
P.O. Box 2276
Littleton, MA 01460

Atlantic Blasting Co., Inc.   Subcontractor              $35,520
296 West Street
Milford, MA 01757

Acton Survey & Engineering,                              $29,408
Inc.
97 Great Road, Unit 6
Acton, MA 01720

PJ Keating Company                                       $27,562

Andrew C. Fantasia &                                     $13,110
Associates

People's Fuel, Inc.                                      $12,557

Thompson Pump & Manufacturing                             $6,468
Co., Inc.

Podgurski Corporation                                     $6,229

D'Agostine, Levine, Parra &                               $5,686
Netburn, PC

William N. LaMarre Concrete                               $4,868
Products, Inc.

Mini Construction, Inc.                                   $3,600

Pipe Plus, Inc.                                           $3,505

Clog Masters                                              $2,433

Smith Pipeline Services                                   $2,100

American Express                                          $2,002

Ralph D. Kilfoyle                                         $1,745
dba RDK Associates

D.L. Maher                                                $1,415

Airport John                                              $1,059

JCF Construction              Subcontractor               $1,050

Ferguson/JD Daddario #1196                                  $787


GREEN SPRINGS: Fitch Holds Junk Rating on $14.6 Mil. Revenue Bonds
------------------------------------------------------------------
Fitch Ratings affirms the 'CCC' rating on the approximately
$14,600,000 of outstanding Village of Green Springs, Ohio, health
care facilities revenue bonds, series 1994A and revises the Rating
Outlook to Positive from Stable.  The bonds are secured by a
pledge of gross receipts, a mortgage on the facility and a debt
service reserve fund.  A rating in the 'CCC' category means that
default, while not likely, is a real possibility.  Capacity for
meeting financial commitments is solely reliant upon sustained,
favorable business or economic conditions.

With annual revenues less than $18 million, thin liquidity, and a
history of significant operating losses, St. Francis Health Care
Centre has very little ability to withstand adverse economic
conditions or utilization downturns.  A high debt burden,
increasing service area competition, and future capital needs
further limit operational flexibility.

Nevertheless, the new management team's recent actions to dissolve
the defined benefit pension plan and overhaul the marketing focus
have led to an uptick in profitability and provide the rationale
for the Positive Rating Outlook.  Fitch will review the results of
the 2006 audit when available, assess the sustainability of
recently reported expense reductions, and determine if an upgrade
within the current category is warranted.  Rating improvement
beyond the 'CCC' category is not likely without significant and
maintained liquidity and profitability improvement.

Unaudited results for fiscal 2006 show operating income of
$1.7 million, which reflects a one-time approximately $2.5 million
gain related to the dissolution of SFHCC's defined benefit pension
plan.  Absent the gain, the adjusted approximate $800,000 loss
from operations is comparable to the prior year.  SFHCC is
budgeting a modest operating gain of $119,000 for fiscal 2007,
which should be achievable if utilization projections materialize
as expected.  SFHCC reported debt service coverage by earnings
before interest, taxes, depreciation and amortization of 2.9x
unaudited, up from the 1.3 x for fiscal 2005 and reflecting the
improved operating performance in fiscal 2006.  Without the
one-time gain, coverage in fiscal 2006 would have been 1.2x. SFHCC
is budgeting coverage of 1.8x for fiscal 2007, which exceeds its
covenanted ratio of 1.2x. SFHCC had covenant violations in 1999,
2001, and 2002.  In addition, maximum annual debt service as a
percentage of total revenues was 7.6% in fiscal 2006.

SFHCC's internal statements do not include the SFHCC foundation
and show cash levels down compared to prior years. Management
reported that cash at fiscal 2006 was negatively affected by a
delay in reimbursement which has since been rectified and that
current cash levels are comparable to fiscal 2005.  Despite this
apparent stabilization, SFHCC's liquidity position remains weak
and provides the organization with limited flexibility.

SFHCC is located 45 miles southeast of Toledo and relies on
hospitals in the Fremont, Bellevue and Toledo areas for referrals.
New long term acute care hospital and skilled nursing facility
competitors have entered these markets which will pressure SFHCC's
patient volume.  SFHCC's average age of plant was high at
15.3 years at the end of fiscal 2006, which reflects low capital
spending.  Capital expenditures as a percentage of depreciation
expense average 18.7% from fiscal 2001-2005.  While this strategy
has supported cash flow, Fitch believes increased capital spending
will be necessary in a competitive environment.

SFHCC consists of a 36-bed LTACH and a 148-bed, dually certified
for Medicare and Medicaid SNF.  Both the LTACH and the SNF sit on
a 30-acre campus in Green Springs, Ohio.  St. Francis has total
revenues of $17.6 million in fiscal 2005.  SFHCC does not covenant
to disclose annual audited financial statements or quarterly
financial statements to the Nationally Recognized Municipal
Securities Information Repositories or bondholders.

However, Fitch notes disclosure to the NRMSIRs was not standard
industry practice when the series 1994A bonds were issued.  SFHCC
does not disclosure to the NRMSIRs and management has stated that
it is unsure if it will change its practices to date, which Fitch
views negatively.


HILTON HOTELS: Scandic Hotel Sale Prompts S&P to Lift Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured ratings on Hilton Hotels Corp. to 'BB+' from 'BB'
and removed the ratings from CreditWatch where they were placed
with positive implications on Jan. 31, 2007.  The outlook is
stable.

The upgrade reflects a pace of deleveraging that is faster than
the expectation at the time of the company's February 2006
acquisition of Hilton International.  The upgrade follows the
announced sale today of the company's Scandic-branded hotel
portfolio to private equity firm EQT for $1 billion in net
proceeds.

"We view the Scandic sale favorably because Hilton is expected to
use the $1 billion in net sale proceeds to repay debt.  In
addition, the sale would result in the transfer of a meaningful
portion of Hilton's fixed lease obligations, as well as improve
margins in Hilton's global lodging portfolio," said
Standard & Poor's credit analyst Emile Courtney.


HM RIVERGROUP: S&P Places B- Corporate Credit Rating on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on HM
Rivergroup PLC and its subsidiary, Riverdeep Interactive Learning
USA Inc., on CreditWatch with negative implications, based on
Standard & Poor's concern about the ability of intermediate parent
Riverdeep Interactive Learning Ltd. to issue upcoming financial
statements on a timely basis.

Ratings on CreditWatch:

   * HM River

      -- Corporate Credit Rating, B-

   * Riverdeep Interactive Learning USA, Inc.

      -- Corporate Credit Rating, B-

RILL has replaced its auditors following the resignation of Ernst
& Young.  Under the company's lending agreements, RILL must
produce financial statements by March 31, 2007, which it expects
it can do.  However, a delay in issuing financial statements could
lead to an event of default, unless lenders waive their rights
relating to the company's reporting requirements.
     
Consolidated total debt and preferred stock at Sept. 30, 2006,
totaled roughly $3.5 billion.

Separately, Riverdeep Interactive Learning USA Inc. is no longer
marketing its $250 million add-on to its senior secured first-lien
term loan B.  The company had intended to use the proceeds from
this transaction to reduce the $1.07 billion increasing-rate
bridge loan that helped finance HM Rivergroup PLC's December 2006
acquisition of Houghton Mifflin LLC, which would have reduced
interest costs slightly.

"We will resolve the CreditWatch listing after reviewing the
company's operations, cash flow, and liquidity, as shown on its
audited financial statements for the fiscal year ended
Dec. 31, 2006," said Standard & Poor's credit analyst Hal F.
Diamond.


INDYMAC MBS: Fitch Rates $1.6 Million Class B-5 Certificates at B
-----------------------------------------------------------------
Fitch rates IndyMac MBS, Inc., Residential Asset Securitization
Trust 2007-A3, residential mortgage pass-through certificates:

   -- 349.15 million classes 1-A-1 through 1-A-4, 2-A-1, 2-A-2,
      PO, and A-R 'AAA' (senior certificates);

   -- $9.61 million class B-1 and B-1IO 'AA';

   -- $4.27 million class B-2 and B-2IO 'A';

   -- $3.16 million class B-3 'BBB';

   -- $2.04 million privately offered class B-4 'BB'; and

   -- $1.67 million privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 5.99%
subordination provided by the 2.59% class B-1, the 1.15% class
B-2, the .85% class B-3, the 0.55% non-offered class B-4, the
0.45% non-offered class B-5, and the 0.40% non-offered and
non-rated class B-6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, the
strength of the legal and financial structures, and the
capabilities of IndyMac Bank, FSB as a servicer.

The mortgage pool consists of 1,385 recently originated,
conventional, fixed-rate, first lien, one- to four-family
residential mortgage loans with original terms to stated maturity
of 20 or 30 years.  As of the Feb. 1, 2007, cut-off date, the pool
had an aggregate principal balance of approximately $371,388,138.
The average loan balance is $268,150, and the weighted average
original loan-to-value ratio for the mortgage loans in the pool is
approximately 72.64%.  The weighted average FICO credit score for
the pool is approximately 703.  Cash-out and rate/term refinance
loans represent 47.94% and 22.62% of the pool, respectively.
Second and investor-occupied homes account for 1.97% and 8.88% of
the pool, respectively.  The states that represent the largest
geographic concentration are California (40.71%), Florida
(10.18%), and New York (9.16%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

The loans were originated or purchased by IndyMac Bank, F.S.B.,
and were subsequently sold to IndyMac MBS, Inc. IndyMac MBS, Inc.
deposited the loans in the trust, which issued the certificates,
representing undivided beneficial ownership in the trust.  For
federal income tax purposes, elections will be made to treat the
trust as separate multiple real estate mortgage investment
conduits.  Deutsche Bank National Trust Company will act as
trustee.


ITRON INC: Completes Private Placement of 4,086,958 Shares
----------------------------------------------------------
Itron Inc. has completed the private placement of 4,086,958 shares
of its common stock to ten institutional investors.

As reported, the company issued 4,086,958 million shares of its
common  stock, no par value, to certain institutional investors
pursuant to a securities purchase agreement dated Feb. 25, 2007,
for an aggregate purchase price of $235.0 million, or $57.50 per
share, which represents a 5% discount from the five-day average
share closing price during the week of Feb. 12, 2007 of $60.52.
Net proceeds were $225.3 million.

                        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.  The company maintains
operations in Canada, Qatar, Mexico, Taiwan, France and
Australia, The Netherlands, and The United Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter on Mar. 2, 2007,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Itron Inc. on CreditWatch
with negative implications.


ITRON INC: Earns $33.8 Million in Year Ended December 31
--------------------------------------------------------
Itron Inc. reported net earnings of $33.8 million on total
revenues of $644 million for the year ended Dec. 31, 2006,
compared with net earnings of $33.1 million on total revenues of
$552.7 million a year ago.

Sales revenues increased $90.7 million in 2006, compared with
2005, as a result of increased sales of electricity meters,
automated meter reading gas modules and installation services.

Service revenues, consisting of post-sale maintenance support and
outsourcing revenues, increased slightly in 2006, compared with
2005.  

One customer, Progress Energy, represented 16% of total revenues
for the year ended Dec. 31, 2006.  No single customer represented
more than 10% of total revenues for 2005.   

Sales gross margin was $244.8 million in 2006, compared to
$211.8 million in 2005.  As a percentage of revenue, this was
slightly lower compared with 2005, due to a shift in product mix,
including a higher portion of installation services.  Service
gross margin was $22.7 million in 2006, compared with
$21.8 million in 2005.

Operating expenses increased to $205.7 million in 2006, from
$187.4 million in 2005.  The increase in total operating expenses
is mainly due to approximately $8.3 million associated with the
company's adoption of SFAS 123(R), which requires expensing of
stock-based compensation, and the $11.7 million increase in
product development expenses, mainly due to the development of the
company's advanced metering infrastructure (AMI) solution.

Total other expense was $9.5 million in 2006, compared to
$18.7 million in 2005.  The decrease in other expense was mainly
due to the increase in interest income to $9.5 million in 2006,
from interest income of $302,000 in 2005.  

The company recorded income tax expenses of $18.5 million in 2006,
compared with an income tax benefit of $5.5 million in 2005.  The  
2005 actual income tax rate was a benefit of 20%, which was lower
than the statutory tax rate due to the benefit of research credits
and the completion of a research credit study for the years 1997
through 2004, in which the company recognized a $5.9 million net
tax credit as an offset to the provision for income taxes.  

In addition, as part of a reorganization of the company's legal
entities for operational efficiencies, the company recognized
$8 million in deferred tax assets from prior years that had been
fully reserved, associated primarily with certain foreign
operations.

At Dec. 31, 2006, the company's balance sheet showed
$988.5 million in total assets, $597.5 million in total
liabilities, and $391 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?1ab6

                     Cash and Cash Equivalents

At Dec. 31, 2006, the company had $361,405 in cash and cash
equivalents, compared to $33,638 at Dec. 31, 2005.  The increase
in cash and cash equivalents during 2006 resulted from
$345 million of convertible notes issued in August 2006, the
proceeds of which were placed in cash equivalents and short-term
investments with the intent to invest in complementary businesses,
products or technologies.

                          About Itron Inc.

Itron Inc. (NASDAQ: ITRI) -- http://www.itron.com/-- provides  
solutions to electric, gas and water utilities worldwide to enable
them to optimize the delivery and use of energy and water.  
Solutions include electric meters, handheld computers, mobile and
fixed network automated meter reading (AMR), advanced metering
infrastructure (AMI), water leak detection and related software
and services.  Additionally, the company sells enterprise software
to manage, analyze and forecast important utility data.

                           *     *     *

As reported in the Troubled Company Reporter on Mar. 2, 2007,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Itron Inc. on CreditWatch
with negative implications.


JP MORGAN: Fitch Rates $1.5 Million Class C-B-5 Certificates at B
-----------------------------------------------------------------
J.P. Morgan Alternative Loan Trust mortgage pass-through
certificates, series 2007-A1, are rated by Fitch Ratings:

Aggregate Pool A (Pools 2-3):

   -- $248.8 million classes 2-A-1, 2-A-2, 3-A-1, 3-A-2, 2-P and
      A-R 'AAA';

   -- $5.9 million class C-B-1 'AA';

   -- $3.2 million class C-B-2 'A';

   -- $1.8 million class C-B-3 'BBB';

   -- $1.7 million, privately offered, class C-B-4 'BB'; and

   -- $1.5 million, privately offered, class C-B-5 'B'.

For Aggregate Pool A (Pools 2-3), the 'AAA' rating on the senior
classes reflects the 5.75% subordination provided by the 2.25%
class C-B-1, the 1.20% class C-B-2, the 0.70% class C-B-3, the
0.65% privately offered class C-B-4, the 0.55% privately offered
class C-B-5, and the 0.40% privately offered, non-rated class
C-B-6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the primary servicing capabilities of JP Mortgage Chase Bank,
N.A., and Countrywide Home Loan Servicing.

The holders of the REMIC certificates may exchange all or part of
each class of such REMIC certificates for a proportionate interest
in the exchangeable certificates in the related exchangeable
combination.  The holders of each class of exchangeable
certificates in an exchangeable combination may also exchange all
or part of such class for a proportionate interest in each class
of related REMIC certificates.  The classes of REMIC certificates
and of exchangeable certificates that are outstanding on any date
and the outstanding principal balances of these classes will
depend upon the aggregate distributions of principal made to such
classes, as well as any exchanges that have occurred on or prior
to such date.  Holders of exchangeable certificates will be the
beneficial owners of an interest in the related REMIC certificates
and will receive a proportionate share, in the aggregate, of the
distributions on those certificates.

The Aggregate Pool A (Pools 2-3) mortgage loans consist of 562
loans with a scheduled balance of $264,024,459.  The average
unpaid principal balance as of the cut-off date is $469,794.  The
weighted average original loan-to-value ratio is 73.67%.  The
weighted average mortgage rate of the pool is 6.311%.  States with
large concentrations of loans are California (57.78%), Florida
(4.55%), and Maryland (4.03%).

HSBC Bank USA, National Association, will act as trustee. J.P.
Morgan Acceptance Corporation I, a special purpose corporation,
deposited the loans in the trust which issued the certificates.
For federal income tax purposes, the trustee will elect to treat
all or portion of the assets of the trust funds as comprising
multiple real estate mortgage investment conduits.


JONG SUNG PARK: Case Summary & 32 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jong Sung Park
        Kyung Ok Park
        500 Pendleton Lake Road
        Raleigh, NC 27614

Bankruptcy Case No.: 07-00385

Debtor affiliates filing separate chapter 11 petition on Feb. 22,
2007:

      Entity                                     Case No.
      ------                                     --------
      Deluxe Cleaners of Durham, Inc.            07-00268

Type of Business: Jong Sung Park owns Deluxe Cleaners.

Chapter 11 Petition Date: February 27, 2007

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtors' Counsel: Danny Bradford, Esq.
                  Paul D. Bradford, PLLC
                  3200 Beechleaf Court, Suite 100
                  Raleigh, NC 27604
                  Tel: (919) 424-8345
                  Fax: (919) 424-8395

                           Total Assets     Total Debts
                           ------------     -----------
Jong Sung Park and         $2,343,693       $5,821,986
   Kyung Ok Park

Deluxe Cleaners of         $100,000 to      $1 Million to
   Durham, Inc.            $1 Million       $100 Million

A. Jong Sung Park and Kyung Ok Park's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
A.D. Myers Builders, LLC      House and lot           $1,314,280
3626 Guess Road               located at 2341
Durham, NC 27705              Kendricks Court in
                              Raleigh, North
                              Carolina 27613
                              Value of Security:
                              $230,000
                              Senior lien:
                              $202,292

Countrywide                   House and lot             $975,000
450 American Street           located at 500
Simi Valley, CA 93065         Pendleton Lake
                              Road in Raleigh,
                              North Carolina 27614
                              Value of security:
                              $1,750,000
                              $ Senior lien:
                              $1,254,999

Wachovia Bank Commercial      Washers, Dryers,          $500,000
Loans - Raleigh               Pressing Machine,
P.O. Box 19367                Drycleaning Machine,
Raleigh, NC 27619             Boiler, Hot Water
                              Heater and other
                              Related machinery and
                              equipment used by
                              Deluxe
                              Value of security:
                              $200,000

Wachovia Bank Commercial      Washers, Dryers,          $400,000
Loans - Raleigh               Pressing Machine,
P.O. Box 19367                Drycleaning Machine,
Raleigh, NC 27619             Boiler, Hot Water
                              Heater and other
                              Related machinery and
                              equipment used by
                              Deluxe
                              Value of security:
                              $200,000
                              Senior lien:
                              $500,000

The Law Office of             Legal Services            $324,072
James P. Laurie,
8311 Six Forks Road, Suite 111
Raleigh, NC 27615

Banner Machinery Corporation  Claimant and Debtors      $256,198
P.O. Box 337                  are involved in
Benson, NC 27504              arbitration that
                              includes counterlcaims
                              against Debtors, for
                              alleged contract
                              damages related to
                              equipment purchased

Sun O. Hellner                Personal loan             $142,500

Toms, Mills & Kuruc, PLLC     Legal Services             $53,782

Monogram Bank N America       CreditCard                 $53,111

Chase                         CreditCard                 $49,854

Fitzgerald & Associates, LLC  Expert fees                $42,001

Chae C. Yi                    Personal loan              $30,000

RBC Centura                   Credit card                $24,850
                              purchases

Chase                         CreditCard                 $24,247

Advanta                       Credit card                $23,268
                              purchases


Bunn & Arnold, PLLC           Legal Services             $21,150

Charles L. Park               Personal loan              $20,000

Citibank                      CreditCard                 $17,138

Wachovia Bank Na/ftu          Check, CheckCreditor,      $19,917
                              or Line of Credit

Wyrick, Robbins, Yates &      Legal services             $24,863
Ponton

B. Deluxe Cleaners of Durham, Inc.'s 12 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
A.D. Myers Builders, LLC      The lien has not        $1,314,280
3626 Guess Road               attached to any of
Durham, NC 27705              Deluxe's property,
                              as the claim of lien
                              filed in file number
                              04M186, Durham County,
                              was against Deluxe's
                              lease

Wachovia Bank Commercial      Washers, Dryers,          $500,000
Loans - Raleigh               Pressing Machine,
P.O. Box 19367                Drycleaning Machine,
Raleigh, NC 27619             Boiler, Hot Water
                              Heater and other
                              Related machinery and
                              equipment used by
                              Deluxe
                              Value of security:
                              $200,000

Wachovia Bank Commercial      Washers, Dryers,          $400,000
Loans - Raleigh               Pressing Machine,
P.O. Box 19367                Drycleaning Machine,
Raleigh, NC 27619             Boiler, Hot Water
                              Heater and other
                              Related machinery and
                              equipment used by
                              Deluxe
                              Value of security:
                              $200,000
                              Senior lien:
                              $500,000

The Law Office of             Legal services            $324,072
James P. Laurie,
8311 Six Forks Road
Suite 111
Raleigh, NC 27615

Banner Machinery Corporation  Claimant & Principles     $256,198
P.O. Box 337                  of Deluxe are involved
Benson, NC 27504              in arbitration that
                              includes counterlcaims
                              against Principals,
                              for alleged contract
                              damages

Comfort Engineers, Inc.       Debtor's leasehold         $97,767
                              interest in the real
                              property located at
                              1811 Martin Luther
                              King Parkway in
                              Durham, NC 27707

Comfort Engineers, Inc.       Debtor's leasehold         $97,767
                              interest in the real
                              property located at
                              1811 Martin Luther
                              King Parkway in
                              Durham, NC 27707

Toms, Mills & Kuruc, PLLC     Legal services             $60,899

Fitzgerald & Associates, LLC  Expert fees                $42,001

Bunn & Arnold, PLLC           Legal services             $21,150

Barrett, Irvin and Jordan     Deluxe's leasehold         $12,666
Construction, Inc.            interest in the real
                              property located at
                              1811 Martin Luther
                              King Parkway,
                              Durham, NC 27707

City of Durham - Dept. of     False alarm                 $3,650
Finance                       penalties


KEVIN HAMMERSMITH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kevin J. Hammersmith
        1670 Woodstock Road
        Woodstock, MD 21163

Bankruptcy Case No.: 07-11852

Chapter 11 Petition Date: February 28, 2007

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: John C. Schropp, Esq.
                  Coon & Cole, LLC 305
                  West Chesapeake Avenue, Suite 105
                  Towson, MD 21204
                  Tel: (410) 825-5717
                  Fax: (410) 825-6023

Total Assets: $914,211  

Total Debts:  $1,821,830

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


KIRSHAN SUDAN: Chapter 15 Petition Summary
------------------------------------------
Debtor: Kirshan K. Sudan
        4965 Bourret Avenue, #14
        Montreal, Quebec H3W1L3

Case No.: 07-11166

Chapter 15 Petition Date: February 15, 2007

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Christopher B. Wick, Esq.
                  Hahn Loeser + Parks LLP
                  3300 BP Tower 200 Public Square
                  Cleveland, OH 44114-2301
                  Tel: (216) 621-0150
                  Fax: (216) 241-2824

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $100,000 to $1 Million


KYPHON INC.: Reports $39.7 Million Net Income in Yr. Ended Dec. 31
------------------------------------------------------------------
Kyphon, Inc. reported net income of 39.7 million on net sales of
$407.7 million for the year ended Dec. 31, 2006, compared with net
income of $29.8 million on net sales of $306 million for 2005, an
increase of $101.7 million.

The increase in net sales in 2006 primarily resulted from an
increase in the number of physicians trained in the use of its
KyphX instruments to approximately 2,400 physicians in 2006 from
2,200 in 2005.

As of Dec. 31, 2006, the company's balance sheet showed
$428.6 million in total assets, $ 83.9 in total liabilities,
resulting to $344.7 million in total stockholders' equity.  Its
December 31 balance sheet also showed $301.4 million in total
current assets and $73.4 million in total current liabilities.

                Liquidity and Capital Resources

At Dec. 31, 2006, the company had $81.9 million of cash and cash
equivalents, $120.2 million of short-term investments, and working
capital of $228 million.  Its cash and cash equivalents and
investments increased by $7.7 million during 2006.

In October 2006, the company entered into a syndicated credit
facility which provided a five-year $300 million revolving line
of credit, including a $50 million sublimit for the issuance of
standby letters of credit, a $25 million sublimit for swing line
loans, and a $100 million sublimit for multicurrency borrowings.

In conjunction with the acquisition of St. Francis, Kyphon,
together with certain of its subsidiaries, the company amended
the October 2006 credit facility on Jan. 18, 2007.  It entered
into a credit agreement to replace and refinance the above-
described credit facility with Bank of America, N.A., as
administrative agent, swing line lender and letter of credit
issuer, and Banc of America Securities LLC as sole lead arranger
and sole book manager.

The Credit Agreement provides for a $250 million senior secured
revolving credit facility, maturing Oct. 20, 2011, which can be
expanded to $300 million under certain circumstances.  The
Facility was used to finance the acquisition of St. Francis, and
may be used for general corporate purposes.  The revolving credit
facility will bear interest at Base Rate plus 0.25-1.25 or LIBOR
plus 1.25% to 2.25%.  Kyphon's obligations under the Facility are
secured by substantially all of its assets.

In February 2007, the company issued $200 million aggregate
principal amount of Convertible Senior Notes due 2012 and
$200 million aggregate principal amount of Convertible Senior
Notes due 2014.  Interest on the notes due 2012 will be paid
semiannually at a rate of 1% per year and interest on the notes
due 2014 will be paid semiannually at a rate of 1.25% per year.

On Feb. 6, 2007, the company used net proceeds of approximately
$355 million from the issuance of the Convertible Senior Notes,
together with borrowings under the Revolving Credit Facility, to
prepay the Term Loan Facility in its entirety.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ab1.

About Kyphon, Inc.

Kyphon develops and markets medical devices designed to restore
spinal function and diagnose low back pain using minimally
invasive technologies.  The company's products are used in balloon
kyphoplasty for the treatment of spinal fractures caused by
osteoporosis or cancer, and in the Functional Anaesthetic
Discography procedure for diagnosing low back pain due to
degenerative disc disease.  The company has expanded into lumbar
spinal stenosis treatment following their recent acquisition of
St. Francis.  The company reported about $407.8 million of
revenues for the year ended Dec. 31, 2006.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Moody's Investors Service upgraded the rating of Kyphon, Inc.'s
$300 million senior secured revolver to Ba1 from B1 following the
issuance of $400 million in convertible senior unsecured notes.


LA WEST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LA West, Inc.
        17322 Westfield Park Road, Suite 100
        Westfield, IN 46074

Bankruptcy Case No.: 07-01556

Chapter 11 Petition Date: March 2, 2007

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Barnes & Thornburg LLP             Legal Services         $81,395
11 South Meridian Street
Indianapolis, IN 46204

Daugherty & Daugherty, Inc.        Open Account           $42,120
dba Mike Daugherty Chevrolet
2449 Fulton Avenue
Sacramento, CA 95825

QC Metal Fab, Inc.                 Open Account           $40,121
1025 All Pro Drive
Elkhart, IN 46514

Automotive Color & Supply          Open Account           $30,710

Prime Wheel                        Open Account           $29,937

Preferred Chevrolet                Open Account           $18,593

First Choice of Elkhart            Open Account           $15,924

Newhall Klein, Inc.                Open Account           $15,869

Logistics by Bontreger             Open Account           $15,247

Indianapolis Diversified           Open Account           $14,148
Machining

Keystone Automotive Operations     Open Account           $12,726

Charles H. Morse                   Open Account           $11,246

Owens Products                     Open Account            $9,394

Midwest Mobile Supply              Open Account            $6,776

Ground Force Suspension            Open Account            $6,758

Gibson Insurance Corp.             Open Account            $6,580

Dylux Technology, Inc.             Open Account            $6,502

R&L Carriers                       Open Account            $5,934

Quality Driveaway                  Open Account            $5,717

Baker & Daniels                    Legal Services          $5,694


LB-UBS: Fitch Places Low-B Ratings on Three Certificate Classes
---------------------------------------------------------------
Fitch Ratings-New York-27 February 2007: Fitch rates LB-UBS
Commercial Mortgage Trust 2007-C1, commercial mortgage pass-
through certificates as follows:

--$62,000,000 Class A-1 'AAA';
--$211,000,000 Class A-2 'AAA';
--$225,000,000 Class A-3 'AAA';
--$95,000,000 Class A-AB 'AAA';
--$1,156,051,000 Class A-4 'AAA';
--$850,172,000 Class A-1A 'AAA';
--$371,318,000 Class A-M 'AAA';
--$315,620,000 Class A-J 'AAA';
--$861,922,250 Class X-CP 'AAA';
--$2,784,882,625 Class X-W 'AAA';
--$928,294,208 Class X-CL 'AAA';
--$27,849,000 Class B 'AA+';
--$55,697,000 Class C 'AA';
--$37,132,000 Class D 'AA-';
--$18,566,000 Class E 'A+';
--$32,490,000 Class F 'A';
--$32,491,000 Class G 'A-';
--$41,773,000 Class H 'BBB+';
--$41,773,000 Class J 'BBB';
--$51,056,000 Class K 'BBB-';
--$9,283,000 Class L 'BB+';
--$9,283,000 Class M 'BB';
--$9,283,000 Class N 'BB-';
--$4,642,000 Class P 'NR';
--$9,283,000 Class Q 'NR';
--$9,283,000 Class S 'NR';
--$37,131,833 Class T 'NR';
--$33,457,011 Class BMP 'NR'.

Classes A-1, A-2, A-3, A-AB, A-1A, A-M, A-J, A-CP, B, C, D, E, F,
X-CP and X-W are offered publicly, while classes X-CL, G, H, J, K,
L, M, N, P, Q, S, and T are privately placed pursuant to rule 144A
of the Securities Act of 1933. With the exception of the BMP
certificates, which represent an interest in a subordinate note
secured by the Bethany Maryland Portfolio, the certificates
represent beneficial ownership interest in the trust, primary
assets of which are 145 fixed-rate loans having an aggregate
principal balance of approximately $3,713,176,833 as of the cutoff
date.


LCM V: S&P Assigns BB Rating on $16.5 Million Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LCM V Ltd.'s $552 million floating-rate notes due 2019.

The preliminary ratings are based on information as of
March 2, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes;

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

     -- The experience of the collateral manager; and

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

                   Preliminary Ratings Assigned

                           LCM V Ltd.
   

            Class                Rating        Amount
            ----                 -----         ------------
            A-1                  AAA           $370,500,000
            A-2                  AAA           $42,000,000
            B                    AA            $63,000,000
            C                    A             $41,250,000
            D                    BBB           $18,750,000
            E                    BB            $16,500,000
            Subordinated notes   NR            $48,000,000

                          NR -- Not rated.


LENOX GROUP: Market Decline Prompts Minnesota Facility Closure
--------------------------------------------------------------
Lenox Group Inc. intends to close its Rogers, Minnesota
distribution facility in October 2007 to consolidate such
operations with its distribution center in Hagerstown, Maryland.

The company expects to incur approximately $2 million in expense
for the closing and consolidation, exclusive of any severance or
other employee costs associated with the closing, which cannot be
estimated at this time.

The company said that the expense principally includes the
costs associated with lease termination and restoration,
impairment of remaining leaseholds improvements and abandonment
of assets and inventory and equipment relocation, with
approximately $1.2 million of the expense related to lease
obligations, approximately $0.5 million related to lease
impairment costs and approximately $0.3 million related to
relocation costs.

The company expects the consolidation to be largely completed by
October 2007, with all expenses to be recorded in 2007.

The company is taking this action due to the continued decline
of the collectible market over the past few years, coupled with
overcapacity in distribution.  The consolidation is expected to
benefit Lenox by streamlining its distribution system, increasing
efficiency and reducing overall costs.

On Mar. 1, 2007, the company reported that it reduced its
workforce by 47 employees at its fine bone china manufacturing
facility in Kinston, North Carolina.

The company said that the workforce reduction was made to align
staffing levels with the facility's decreased production volume,
primarily due to the company having fewer company-operated retail
stores.

                        About Lenox Group

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX)
was formed on Sept. 1, 2005, when Department 56 Inc., a designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox Inc., a designer, manufacturer and marketer of
fine china, dinnerware, silverware, crystal, and giftware
products.  The Company sells its products through wholesale
customers who operate gift, specialty and department store
locations in the United States and Canada, company-operated retail
stores, and direct-to-the-consumer through catalogs, direct mail,
and the Internet.

                          *     *     *

As reported in Troubled Company Reporter on Jan. 15, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lenox  Group Inc. to 'CCC+' from 'B+'.  The rating on
the senior secured debt was lowered to 'B-' from 'BB-' and the
recovery rating was affirmed at '1', indicating expectations for a
full recovery of principal.


LEVEL 3: Gets Requisite Consents for 11% Senior Notes due 2008
--------------------------------------------------------------
As part of its tender offer and consent solicitation for Level 3
Communications, Inc.'s 11% Senior Notes due 2008 and Level 3
Financing, Inc.'s tender offer for its Floating Rate Senior Notes
due 2011, as of 12:01 a.m., New York City time, on March 1, 2007,
Level 3 Communications, Inc., had accepted tenders and consents
for approximately 73% of the aggregate principal amount
outstanding of the 11% Notes and Level 3 Financing had accepted
tenders and consents for approximately 96% of the aggregate
principal amount outstanding of the Floating Rate Notes.

In connection with the tender offer and related consent
solicitation for the 11% Notes, on March 1, 2007, Level 3
Communications, Inc., entered into a Supplemental Indenture
amending the Indenture, dated as of Feb. 29, 2000, between Level 3
Communications, Inc., and The Bank of New York, as Trustee,
relating to the 11% Notes.  The 11% Supplemental Indenture amends
the 11% Note Indenture to eliminate substantially all of the
covenants and certain events of default and related provisions
contained in the 11% Note Indenture.

In connection with the tender offer and related consent
solicitation for the Floating Rate Notes, on March 1, 2007, Level
3 Financing, Inc. entered into a Supplemental Indenture amending
the Indenture, dated as of March 14, 2006, among Level 3
Financing, as Guarantor, Level 3 Financing, Inc., as Issuer, and
The Bank of New York, as Trustee, relating to the Floating Rate
Notes.  The Floating Rate Supplemental Indenture was entered into
among Level 3 Communications, Inc., Level 3 Financing, Inc., Level
3 Communications, LLC, Broadwing Financial Services,
Inc. and The Bank of New York, as Trustee.  The Floating Rate
Supplemental Indenture amends the Floating Rate Note Indenture to

   (i) eliminate substantially all of the covenants and certain
       events of default and related provisions contained in the
       Floating Rate Indenture and

  (ii) modify the provisions in the Floating Rate Indenture
       providing for satisfaction and discharge and covenant
       defeasance.

The tender offer for the 11% Notes and the tender offer for the
Floating Rate Notes are each scheduled to expire at 12:01 a.m.,
New York City time, on March 15, 2007.  Notes tendered in the
Tender Offers after the Consent Time, but prior to the Expiration
Date will not receive a consent payment.  Notes tendered in the
Tender Offers on or prior to the Consent Time may no longer be
withdrawn.  The settlement date for notes tendered in the Tender
Offers on or prior to the Consent Time was March 1, 2007.

Copies of each Offer to Purchase and each related Letter of
Transmittal may be obtained from the Information Agent for the
Tender Offers, Global Bondholder Services Corporation, at
(212) 430-3774 and (866) 389-1500 (toll-free).  Merrill Lynch &
Co. is the Dealer Manager for the Tender Offers.  Questions
regarding the tender offer may be directed to Merrill Lynch & Co.
at (888) 654-8637 (toll-free) and (212) 449-4914.

                          About Level 3

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is an international    
communications company.  The company provides a comprehensive
suite of services over its broadband fiber optic network including
Internet Protocol (IP) services, broadband transport and
infrastructure services, colocation services, voice services and
voice over IP services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 23, 2007,
Standard & Poor's Rating Services raised its ratings on
Broomfield, Colorado-based Level 3 Communications Inc. and wholly
owned subsidiary, Level 3 Financing Inc., including the corporate
credit rating, which was raised to 'B-' from 'CCC+'.  The outlook
is stable.  

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service assigned a B1 rating to Level 3
Financing Inc.'s new $1 billion term loan and a B3 rating to the  
$1 billion fixed and floating rate notes at Financing.

Moody's affirmed Level 3 Communications, Inc.'s corporate family
rating at Caa1 with a stable outlook, as the pro-forma leverage is
expected to remain in the 8.5x range, as Moody's expects the
company to use the additional liquidity to refinance higher coupon
debt.


LEVI STRAUSS: S&P Rates Proposed $325 Million Senior Loan at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
apparel marketer and distributor Levi Strauss & Co.'s proposed
$325 million senior unsecured term loan due 2014.

Proceeds from the term loan, along with cash on hand, will be used
to retire or fully call the existing $380 million floating rate
notes due April 2012.

At the same time, Standard & Poor's said it raised all of its
ratings on the San Francisco-based company by one notch, including
raising its 'B-' long-term corporate credit rating to 'B'.  

The outlook is positive.

"The rating upgrade incorporates the company's continued improved
operating performance and enhanced liquidity profile, its
increased financial flexibility from its proposed refinancing, and
our expectation that the positive operating trends will continue,"
said Standard & Poor's credit analyst Susan Ding.

The ratings on Levi Strauss & Co. reflect its leveraged financial
profile and participation in the intensely competitive denim and
casual pants market.  The ratings also incorporate the inherent
fashion risk in the apparel industry, and company-specific rating
concerns, including management's ability to fully turn around the
company, revitalize its brands, and sustain its revenue base.


MENDOCINO COAST: S&P Slashes Bonds' Rating to B from BBB
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
to 'B' from 'BBB+' on the Mendocino Coast Health Care District,
California's GO bonds.  The outlook is negative.

"In a Nov. 10, 2006, letter accompanying the district's fiscal
2006 financial statements, the district's auditor expressed doubt
about the district's ability to continue as a going concern," said
Standard & Poor's credit analyst Rob Williams.  

"The district reported sizable deficits in fiscals 2005 and 2006,
significantly depleting cash balances and reserves, due in part to
the reclassification of $4 million in receivable as uncollectible
as well as rising costs, low utilization, and weak billing
practices."  

At the end of calendar 2006, the district hired a new CEO, CFO,
and business manager at the board's direction.   New management is
tasked with implementing a plan to increase revenues, control
costs, and increase cash flow through better management of billing
and accounts receivable.   While staff currently anticipates that
the district's performance will stabilize, further deterioration
could lead to the district's inability to support ongoing
operations given limited cash reserves and significantly weakened
operating margins.

The district owns and operates the Mendocino Coast Hospital, a
49-bed, acute-care facility that is located in the City of Fort
Bragg, approximately 180 miles north of San Francisco.  The
hospital is designated as a sole community provider and offers a
full range of inpatient and outpatient services.   The rating
change affects $5.4 million in GO debt.  The county continues to
levy property tax on behalf of the district to pay GO debt
service, although the bonds carry the full faith and credit pledge
of the district.  The district also has $3 million in hospital
revenue bonds outstanding, which is not rated by
Standard & Poor's.


MERITAGE HOMES: Fitch Rates $150 Million Senior Notes at B+
-----------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to Meritage Homes
Corporation's $150 million, 7.73% senior subordinated notes due
April 30, 2017.  The 'BB' Issuer Default Rating and senior
unsecured rating are affirmed.  The Rating Outlook is Stable.

The company used the proceeds of $147.2 million from the private
placement to pay down borrowings under its revolving credit
facility.

The housing sector is in the midst of a meaningful, multi-year
downturn.  Meritage has been increasing its sales and marketing
efforts, focusing on reducing speculative inventory, reducing its
lot supply, reassessing land positions, renegotiating option
contracts and reducing overhead and direct construction costs.
During this current downturn Meritage, like most builders, has
leveraged the financial flexibility of land options, walking away
from over priced lots.  These builders have also reported
meaningful charges associated with write downs of land values.
Fitch anticipates a lesser amount of these non-cash real estate
charges will be reported by Meritage in 2007.  Fitch expects
Meritage will continue to manage its liquidity as is appropriate
for this current housing downturn.  Coverage ratios are expected
to be lower in 2007.

Ratings for Meritage are based on the company's successful
execution of its business model, conservative land policies and
geographic and product line diversity.  The company has been an
active consolidator in the homebuilding industry which has led to
above average growth during the seven years concluding 2005, but
had kept leverage levels somewhat higher than its peers until the
past few years.  Management has also exhibited an ability to
quickly and successfully integrate its acquisitions.  In any case,
now that the company has reached current scale there may be
relatively less use of acquisitions going forward and acquisitions
are likely to be smaller relative to Meritage's current size.

Risk factors include the inherent cyclicality of the homebuilding
industry.  The ratings also manifest the company's aggressive, yet
controlled growth strategy and Meritage's capitalization and size.

Currently, the company's EBITDA, EBIT and FFO to interest ratios
tend to be somewhat stronger than the average public builder,
while its turnover ratio is higher and its leverage, FFO adjusted
leverage and debt to EBITDA ratios are better.  Although the
company has certainly benefited from the generally strong housing
market of recent years, a degree of profit enhancement is also
attributed to purchasing, design and engineering, access to
capital and other scale economies that have been captured by the
large national and regional public homebuilders in relation to
non-public builders.  These economies, the company's presale
operating strategy and return on equity and return on assets
orientation provide the framework to soften the margin impact of
declining market conditions in comparison to previous cycles.
Meritage's ratio of sales value of backlog to debt, consistently
at least 2.0x from 1997 to 2005, was 1.6x as of year-end 2006 -
still a reasonably comfortable cushion.


Meritage's sales are reasonably dispersed among its 14
metropolitan markets.  Typically, about 70%-75% of home deliveries
are to first and second time trade up buyers, 10%-15% to entry
level buyers, 5% are to luxury home buyers and 5%-10% to active
adult (retiree) buyers.

The company is positioned in six of the 10 largest single family
markets in the country.  The company was ranked in 2005 among the
10 largest builders in Phoenix/Mesa, Ft. Worth/Arlington,
Austin/Roundrock, Tucson, Oakland, Stockton, CA,
Dallas/Plano/Irving, San Antonio, Naples/Marcos Island, FL and
Pittsburgh by Builder Magazine.

Meritage employs quite conservative land and construction
strategies.  The company typically options or purchases land only
after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate.  Meritage extensively uses lot options.  The use of
non-specific performance rolling options gives the company the
ability to renegotiate price/terms or void the option which limits
down side risk in market downturns and provides the opportunity to
hold land with minimal investment.  

As of Dec. 31, 2006, 83% of its lots were controlled through
options - a higher percentage than almost all other public
builders.  Total lots, including those owned, were approximately
44,075 at Dec. 31, 2006. This represents a 4.2 year supply based
on trailing 12 months deliveries.  Typically 85%-90% of its homes
are pre-sold.  The balance are homes under construction or homes
completed in advance of a customer's order.  Meritage's inventory
of presold homes under construction was 38.5% of total inventories
as of Dec. 31, 2006, representing very liquid assets.  Land held
for development usually represents 1-6% of real estate inventories
and was only 0.7% as of Dec. 31, 2006.

Meritage has limited off balance sheet activities, excluding the
option activities.  The company has only one housing joint
venture, but participates in approximately 20 land development
JVs.  The company also participates in financial services JVs in
certain markets.  The profits generated are primarily fees for
originating mortgages and gain on sale of servicing.  Meritage
and/or its JV partners occasionally provide limited repayment
guarantees on debt of certain unconsolidated entities on a pro
rata share basis.  As of Dec. 31, 2006, the company had limited
repayment guarantees of about $38.6 million.  Meritage's
unconsolidated JVs debt/capitalization ratio was 63.9% as of
Dec. 31, 2006, while net debt to capitalization was 63.2%.
Meritage's consolidated debt/capitalization ratio was 42.2% as of
Dec. 31, 2006.

Meritage has completed 11 acquisitions since going public in 1996.
The company has also entered markets on a 'greenfield' basis.  The
acquisitions have enabled the company to build its position, often
broadening product and customer bases in existing markets.  They
have also enabled the company to enter new markets.  The
combinations typically were funded by debt and to a lesser degree
by stock.  Frequently, there were earn-outs which reduced risk and
served to retain key management.  Now that Meritage has reasonable
scale there may be less use of acquisitions going forward. On
average acquisitions are likely to be smaller relative to
Meritage's current size.  Fitch believes that management would
balance debt and stock as acquisition currency to at least
maintain current credit ratios.  In any case, Fitch does not
expect the company to make consequential acquisitions, while the
housing market is contracting.

Meritage's liquidity is ample.  

As of Dec. 31, 2006, the company had $57.0 million in cash and
equivalents and $449 million in borrowing availability on its
$850 million revolving credit facility, maturing May 2010.  The
company has irregularly purchased moderate amounts of its stock in
the past.  The company repurchased $105.4 million in common stock
in 2006.  $52.0 million of which was purchased from John Landon,
the company's former co-CEO and co-chairman.  The current
remaining repurchase authorization is $130.2 million.

In mid-May 2006 the company's co-chairman and co-CEO, John R.
Landon resigned.  Mr. Landon had been with Meritage since 1997
when Texas-based Legacy Homes, a company founded in 1987, merged
with Monterey Homes to form Meritage Homes.  Steve Hilton, the
company's other co-chairman and co-CEO remained as the sole
chairman and CEO.  In mid-October 2006, Meritage announced the
appointment of Steve Davis as executive VP - national homebuilding
operations, reporting to Steve Hilton.


MERRILL LYNCH: Fitch Lifts Certificates' Rating & Puts Watch
------------------------------------------------------------
Fitch Ratings has upgraded and placed on Rating Watch Positive
Merrill Lynch Mortgage Investors, Inc.'s commercial mortgage
pass-through certificates, series 1996-C2:

   -- $60.4 million class F to 'BBB+' from 'BB+' and placed on
      Rating Watch Positive.

In addition, Fitch affirms these classes:

   -- Interest only class IO 'AAA';
   -- $39.8 million class G 'B-'.

Fitch does not rate the $2.7 million class H.  Classes A-1 through
E have paid in full.

The upgrade of class F reflects the payoff of the Shilo loans as
well as a reduction in Fitch-projected losses for the pool.  Class
F has also been placed on Rating Watch Positive pending receipt of
year-end 2006 financials.  As of the February 2007 distribution
date, the pool's aggregate certificate balance has decreased 91%
to $102.9 million from $1.1 billion at issuance.  Realized losses
to date total $31.4 million.

Currently, one loan (1.9%) is in special servicing due to maturity
default.  The loan is collateralized by a 45-unit multifamily
property in New Milford, Connecticut.  The loan is projected to
pay in full in the first quarter of 2006.  Minimal losses, if any,
are projected upon the disposition of this loan.

Fitch is concerned about the increasingly concentrated nature of
this pool, with 35 loans currently remaining.  The pool also has
high exposure to Florida, which represents 35.8% of the pool.
However, 52% of the pool is fully amortizing and the YE 2005
weighted-average debt service coverage ratio for the pool's top
five loans is 1.48x.

Fitch has identified 14 loans (14.2%) as Fitch Loans of Concern,
which includes the specially serviced loans and those loans with
low debt service coverage ratio and declining occupancies.  The
largest Loan of Concern is secured by a 367-unit hotel property
located in Kissimmee, Florida.  The hotel has been experiencing
cash flow declines since 2001 due to the over-saturation of the
Orlando hotel market.  However, the borrower remains committed to
the property, and recently completed renovations should improve
the hotel's appeal.  Per the December 2006 site inspection,
average daily occupancy was 63.6%.


NATIONSLINK FUNDING: S&P Holds Class F Certificates' Rating at B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial loan pass-through certificates from
NationsLink Funding Corp.'s series 1999-LTL-1.  Concurrently, the
ratings on six other classes from this series were affirmed.

The raised ratings reflect increased credit support due to the
scheduled amortization of the underlying mortgage collateral,
which consists of credit-tenant lease loans and non-CTL loans.  
The upgrades also reflect the strong operating performance of the
non-CTL loans.  The affirmed ratings reflect adequate credit
support levels.

As of the Feb. 22, 2007, remittance report, the collateral pool
consisted of 119 loans with an aggregate principal balance of
$311.6 million, down 37% from $492.5 million and 128 loans at
issuance.  One hundred and three loans ($244.7 million, 79%) are
fully amortizing CTL loans.  Of the remaining 16 loans
($66.9 million, 21%), eight ($47.2 million, 15%) are fully
amortizing and eight ($19.7 million, 6%) are amortizing balloon
loans.  The pool has experienced one realized loss totaling
$45,443, and no loans are delinquent or with the special servicer.
Midland Loan Services Inc., the master servicer, provided recent
property inspection reports for the 10 largest exposures.  All of
the properties were noted to be in "good" or "excellent"
condition.

Midland provided Dec. 31, 2005, net cash flow debt service
coverage figures for 96% of the non-CTL loans.  Based on this
information, Standard & Poor's calculated a weighted average DSC
of 1.81x, up significantly from 1.44x at issuance.

The weighted average credit rating for the loans in the CTL pool
is 'BBB,' down from 'A-' at issuance.  Although the credit quality
of the assets in the CTL pool has declined, it has been mitigated
by amortization.  Seven loans have bondable CTLs ($53.1 million),
while 96 ($191.6 million) have triple- or double-net CTLs that are
supplemented by lease enhancement policies provided by Lexington
Insurance Co. ('AA+/Stable' financial strength rating).


The weighted average credit rating for the loans in the CTL pool
is 'BBB,' down from 'A-' at issuance.  The top five tenants make
up 47% ($114.2 million) of the CTL portion of the pool:
Koninklijke Ahold N.V. (11%, BB+/Positive/B); Rite Aid Corp. (10%,
B+/Watch Neg/B-2); Home Depot Inc. (10%, A+/Stable/A-1);
CVS Corp. (9%, BBB+/Watch Dev/A-2); and Walgreen Co. (7%,
A+/Stable/A-1).

Midland reported five loans ($16.5 million, 5%) on its
Feb. 15, 2007, watchlist, four of which are CTL loans.  The four
CTL loans are on the watchlist for a variety of reasons, including
poor property inspections, vacancies, and possible store closings.
All four loans, however, are current and have leases that extend
to or beyond their maturities.  The remaining loan is on the
watchlist due to a decline in DSC, which was 1.05x for the six
months ended June 2006.

To perform its review, Standard & Poor's used a bifurcated
analysis of the transaction: Standard & Poor's examined the
underlying tenants and guarantors for the CTL portion of the pool
and conducted a real estate analysis for the remaining loans in
the pool.  The ratings on the certificates may fluctuate over time
as the ratings on the underlying tenants and guarantors change for
the CTL portion of the pool.  

Standard & Poor's stressed various loans in its analysis and
reviewed the resultant credit enhancement levels in conjunction
with the levels determined by Standard & Poor's credit lease
default model.
    
                          Ratings Raised
   
                     NationsLink Funding Corp.

                   Commercial Loan Pass-Through
                  Certificates Series 1999-Ltl-1

                    Rating
                    ------
          Class   To      From        Credit enhancement
          -----   --      ----        ------------------
          B       AAA     AA+                 22.51%
          C       A+      A                   15.79%
  
                        Ratings Affirmed
   
                     NationsLink Funding Corp.

                   Commercial Loan Pass-Through
                  Certificates Series 1999-Ltl-1

          Class   Rating             Credit enhancement
          -----   ------             ------------------
          A2      AAA                       30.81%
          A3      AAA                       30.81%
          D       BBB                        5.91%
          E       BB                         2.36%
          F       B                          1.17%
          X       AAA                        N.A.
   
                     N.A. -- Not applicable.


NEW CENTURY: Delays Filing of Form 10-K for Year Ended Dec. 31
--------------------------------------------------------------
New Century Financial Corp. disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that it won't be able
to file its Annual Report on Form 10-K for the year ended Dec. 31,
2006, by the required deadline.

As reported in the Troubled Company Reporter on Feb. 20, 2007, the
company disclosed that it will restate its consolidated financial
results for the quarters ended March 31, June 30 and September 30,
2006 to correct errors the company discovered in its application
of generally accepted accounting principles regarding the
company's allowance for loan repurchase losses.

                 Audit Committee Investigation

In connection with the restatement process, the Audit Committee of
the company's Board of Directors, advised by its independent
counsel who is assisted by forensic accountants, has initiated its
own independent investigation into the issues giving rise to the
company's need to restate its 2006 interim financial statements,
as well as issues pertaining to the Company's valuation of
residual interests in securitizations in 2006 and prior periods.

The Audit Committee will expand the scope of its investigation as
may be necessary to cover other matters that are developed in the
course of its investigation or otherwise come to its attention.

The 2006 Form 10-K will be filed after this investigation is
complete.

In addition, the company is determining the amount of the
adjustment to the estimated fair value of its residual interests
in securitizations to reflect revised prepayment, cumulative loss
and discount rate assumptions with respect to the mortgage loans
underlying these assets.  The company is revising the assumptions
to reflect relevant data such as recent loss experience, changing
market conditions and updated expectations regarding higher credit
losses and faster prepayment speeds.

                           Material Weakness

In accordance with Section 404 of the Sarbanes-Oxley Act of 2002,
the company's management is assessing the effectiveness of its
internal control over financial reporting as of Dec. 31, 2006, and
expects to conclude that there were material weaknesses in the
internal control over financial reporting as of Dec. 31, 2006.
After management completes its assessment, the Company will
include the assessment in the 2006 Form 10-K.  The assessment will
discuss the material weaknesses that management identifies and the
actions that have been and will be taken to remediate these
material weaknesses.

The considerable work associated with the foregoing matters has
delayed the company's completion of the financial and other
information to be included in the 2006 Form 10-K.  The company is
working diligently to finalize its financial statements for the
year ended Dec. 31, 2006.  In addition, the company is working to
provide its independent registered public accounting firm, KPMG
LLP, the information that it needs in order to complete its audit
of the company's financial statements and internal control over
financial reporting.

KPMG has informed the company that, among other matters, it will
need to be informed of the results of the Audit Committee's
investigation and the results of the company's negotiations with
its credit providers for covenant waivers and amendments as
described in Part IV before completing its audit.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/  
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.


NEW CENTURY: Delay in SEC Filings Cue S&P to Lower Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on New Century Financial Corp to 'B'
from 'BB-.'  The rating remains on CreditWatch with negative
implications.

"We have growing concerns regarding the amount of financial stress
facing New Century following the company's announcement that it
will delay the release of its fourth-quarter and full-year 2006
results, as well as the restatement of the first three quarters of
2006.  In a residential mortgage market where investors and other
participants are rapidly losing confidence, it may be a challenge
for the company to work through current credit trends,"
said Standard & Poor's credit analyst Adom Rosengarten.

New Century specializes in high-risk subprime lending.  The
company's core subprime loans have experienced significant credit
deterioration during the past few quarters and Standard & Poor's
expects these negative credit trends to continue into 2007.  As
early payment defaults increased in 2006, New Century has been
forced to repurchase a growing number of troubled loans.  Upon
repurchase, the value of these loans has declined significantly,
causing higher credit-related expenses and leading to lower
profitability.

The restatement is due to a misapplication of SFAS 140 -
Accounting for the Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities, relating to the company's allowance
for loan repurchases.  New Century has stated that it
underestimated the amount necessary for this allowance as well as
the volumes of EPD's during these quarters.  These negative
operating trends are putting pressure on the company's liquidity
profile and may place it at risk of violating critical debt
covenants in the coming quarters.

Given the uncertain nature of New Century's operating results and
the implications of possible further credit quality decline, the
rating will remain on CreditWatch with negative implications until
the situation becomes more stable.


NORMA BARLOW: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Norma Cole Barlow
        dba Twin Oaks Bed & Breakfast
        9565 East Liberty Road
        Villa Rica, GA 30180

Bankruptcy Case No.: 07-10536

Chapter 11 Petition Date: March 2, 2007

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, Northeast
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Georgia Dept. of Revenue           Sales and Use Tax       $2,000
P.O. Box 105296
Atlanta, GA 30348

Georgia Power                      Electric Utility          $910
42 Community Square
Villa Rica, GA 30180

Blossman Glass                                               $650
8905 Highway 5
Douglasville, GA 30134

Internal Revenue Service                                     $525

Personal Property Tax                                        $450

Parisian                           Credit Card               $360

BellSouth                          Phone Service             $350

Douglas Public Health              Medical Services          $350

Comcast                            Cable                     $300

Lowe's                             Credit Card               $250


NORTEL NETWORKS: DBRS Says Restatements Won't Affect Low-B Ratings
-----------------------------------------------------------------
Dominion Bond Rating Service notes that Nortel Networks
Corporation accounting restatements will not have an immediate
impact on its B (low) long-term ratings.

DBRS recognizes the size of the accounting restatements are not
material and are all non-cash in nature.

In addition, the company expects to have its 2006 10K filed by the
required Mar. 16, 2007 deadline.  However, DBRS has become more
concerned regarding Nortel's financial reporting mechanisms.  
Although the company has publicly indicated that the probability
of further accounting restatements have likely become "slimmer,"
the probability of last minute restatement could still exist
until the substantial implementation of its new financial control
reporting system which is not expected to occur until the second
half of 2007.

DBRS acknowledges that management has made progress on the
previously identified five major internal control weaknesses
outlined in its 2005 10K filing.  However, it is still somewhat
disconcerting that internal control breaches, even minor ones,
have led to increased uncertainty about financial reporting.

DBRS will now more closely monitor the change in auditors at
Nortel as well as the departure of the current CFO, both of which
are occurring during what now appears to be a time of somewhat
heightened uncertainty, especially relating to confidence in
accurate and timely financial reporting from Nortel.  If the
filing of accurate financial statements, along with a clear
succession path of the company's financial unit is not properly
addressed in the near-term, DBRS reserves the right to take
negative rating action based solely on these issues, regardless
of the financial performance of the Company.

DBRS notes that based on current unaudited figures, Nortel's
business performance appears acceptable for its current ratings,
which is also supported by the Company facing no substantial
near-term maturities, a substantial cash balance estimated by
management at $3.5 billion, along with the expectation of
continued support from Export Development Canada though its
$750 million support facility.  DBRS estimates that Nortel has
approximately $4.5 billion in gross debt outstanding.

Notwithstanding, DBRS believes that Nortel needs to put its
internal control issues behind it as the communication equipment
vendor market continues to undergo a structural shift as a result
of competitors merging to create greater economies of scale, while
new entrants from emerging markets continue to price aggressively,
taking market share away from more established vendors such as
Nortel.


ON SEMICONDUCTOR: Dec. 31 Balance Sheet Upside-Down by $225.4 Mil.
------------------------------------------------------------------
On Semiconductor Corp. reported net income of $272.1 million on
total revenues of $1.532 billion for the year ended Dec. 31, 2006,
compared with net income of $100.6 million on total revenues of
$1.261 billion in 2005.  

2006 net income included $6.9 million in restructuring, asset
impairment and other benefits, while 2005 net income included
$3.3 million in restructuring, asset impairment and other charges.

The company's gross margin increased by approximately 530 basis
points to 38.5 percent in 2006 from 33.2 percent in 2005.

During the fourth quarter of 2006, the company reported net income
of $87.4 million on $401.6 million of total revenues.  Net income
for the fourth quarter of 2006 included $10.2 million in
restructuring, asset impairment and other benefits primarily
related to a favorable insurance settlement and gains on idle real
property sales.  Fourth quarter 2006 results also included
approximately $3 million associated with stock based compensation
expense due to the adoption of FAS 123(R) Share Based Payment.

"2006 was another strong year for the company," said Keith
Jackson, ON Semiconductor president and CEO.  "For the year, we
achieved the highest gross margin, net income and earnings per
fully diluted share in the company's history and enter 2007 in a
position to continue our strong financial performance.

"During the last quarter of 2006, we successfully executed a
series of financial transactions enabling the company to reduce
the overall cost of its debt and repurchase approximately 12
percent of the company's then outstanding shares of common stock.  
As we enter 2007, we are excited about our financial prospects for
the year which should be fueled by our new product pipeline and
ongoing design wins in the Computing, Digital Consumer, Automotive
and Power Regulation markets."

At Dec. 31, 2006, the company's balance sheet showed
$1.416 billion in total assets, $1.621 billion in total
liabilities, $20.8 million in minority interests in consolidated
subsidiaries, resulting in a $225.4 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?1ab4

                       About ON Semiconductor

ON Semiconductor Corp. (NASDAQ: ONNN) -- http://www.onsemi.com/   
-- supplies power solutions to engineers, purchasing
professionals, distributors and contract manufacturers in the
computer, cell phone, portable devices, automotive and industrial
markets.  The company has operations in Japan and the Czech
Republic.


PACIFIC LUMBER: Scopac Taps Blackstone as Financial Advisor
-----------------------------------------------------------
Scotia Pacific Company LLC seeks the permission of the United
States Bankruptcy Court for the Southern District of Texas to
employ The Blackstone Group L.P. as its financial advisor.

After considering various alternative candidates, Scopac has
selected Blackstone to serve as its financial advisor because of
the firm's diverse experience and extensive knowledge in the
fields of advisory services and bankruptcy.

As Scopac's financial advisor, Blackstone will:

   (a) assist in the evaluation of Scopac's business and
       prospects;

   (b) assist in the development of Scopac's long-term business
       plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Bankruptcy Court, Scopac's Board of
       Managers, various creditors and other third parties;

   (d) analyze Scopac's financial liquidity;

   (e) evaluate Scopac's debt capacity and alternative capital
       structures;

   (f) analyze various restructuring scenarios and the potential
       impact of the scenarios on the ability to maximize
       Scopac's estate;

   (g) provide strategic advice with regard to the Plan;

   (h) assist in the evaluation of and raising of debt and
       equity as new financing as part of Scopac's bankruptcy
       case or Scopac's plan of liquidation or reorganization;

   (i) participate in negotiations among Scopac and its
       creditors, suppliers, lessors and other interested
       parties, as appropriate;

   (j) value securities offered by Scopac in connection with a
       plan;

   (k) provide expert witness testimony as needed; and

   (l) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a plan as requested and mutually agreed.

Scopac will pay Blackstone these fees for the firm's contemplated
services:

   * A $150,000 monthly advisory fee beginning payable on the
     effective date.  Subsequent monthly payments will be payable
     in advance on each monthly anniversary thereafter.

   * A $4,150,000 restructuring fee, payable on the consummation
     of a plan.

   * A debt financing fee of 2% of the total facility size of any
     debt financing arranged by Blackstone from non-current
     lenders, payable upon funding of the facility.

   * An equity financing fee of 4% of the total equity capital
     secured by Blackstone from third-party sources, payable upon
     the funding of the equity capital.

Steven Zelin, Blackstone Group's senior managing director,
relates that PALCO retained the firm under a PALCO Prepetition
Assignment to represent it in its restructuring and
reorganization efforts.  In connection with the PALCO Prepetition
Assignment, Blackstone was paid a $200,000 retainer and a $25,000
expense advance.  Subsequently Blackstone received another
$39,133 from PALCO for actual out-of-pocket expenses.  
Blackstone, thereafter, executed an engagement letter to
represent PALCO on January 22, 2007.

Mr. Zelin assures the Court that Blackstone is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, and holds no interest adverse to Scopac for the matters for
which it is to be employed.

                             Responses

1. Creditors Committee

Maxim B. Litvak, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in San Francisco, California, asserts that
Scopac's Application should be denied for these reasons:

   -- There is no emergency to hire Blackstone Group.  Scopac's
      engagement letter with Blackstone Group was signed on
      January 22, 2007, but Scopac waited weeks before filing
      its application to hire the firm.

   -- The Applications filed by Scopac and Pacific Lumber
      Company to hire Blackstone cannot be considered independent
      of one another.

   -- The Official Committee of Unsecured Creditors needs more
      time to evaluate the proposed compensation structure, which
      intends to dish out an unjustified and overstated
      $5,000,000 success fee.

2. Noteholder Committee

The Ad Hoc Committee of Timber Noteholders raises the same
objection as that of the Creditors' Committee.

The Noteholder Committee asks the Court to deny the Application
because:

   (a) Scopac failed to justify the existence of an emergency for
       the approval of the Application;

   (b) divergent interests exist, which are separate and distinct
       from each individual debtor affiliate, and raises the
       question as to whether or not Blackstone's employment
       would result in duplicative and overlapping services;

   (c) Scopac does not need a financial advisor in view of its
       status as a single asset real estate debtor; and

   (d) the $4,150,000 success fee sought by Blackstone is
       unreasonable.

Should the Court approve the Blackstone Application, the
Noteholder Committee opposes the use of Scopac's cash collateral
to pay for Blackstone's services.

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: Scopac Wants to Employ Logan as Claims Agent
------------------------------------------------------------
Scotia Pacific Company LLC seeks the authority of the United
States Bankruptcy Court for the Southern District of Texas to
employ Logan & Company Inc. as its claims and noticing agent.

Scopac believes that Logan's retention would be in its best
interest considering the firm's experience, and the
competitiveness of its fees.

As Scopac's Claims and Noticing Agent, Logan will:

   (a) prepare and serve required notices in the Scopac's case;

   (b) file with the Bankruptcy Clerk's Office a declaration of
       service that includes a copy of the notice involved, an
       alphabetical list of persons to whom the notice was served
       and the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed;

   (d) maintain official an claims register for Scopac by
       docketing all proofs of claim and proofs of interest on
       claims register;

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

   (f) transmit to the Bankruptcy Clerk's Office a copy of the
       claims register on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (g) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;

   (h) record all transfers of claims and provide notice of those
       transfers pursuant to Rule 3001(e) of the Federal Rules on
       Bankruptcy Procedure;

   (i) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (j) promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe;

   (k) tabulate acceptances and rejections to any plan of
       reorganization and or liquidation filed by Scopac;

   (l) provide other claims processing, noticing, and related
       administrative services as may be required from time to
       time by Scopac; and

   (m) act as Scopac's balloting agent.

Logan agrees to carry out unique functions and will use
reasonable efforts to coordinate with Scopac's other
professionals to avoid the unnecessary duplication of services.

Logan understands that it will be deemed an agent of the Court
for the limited purpose of receiving proofs of claim pursuant to
Section 105(a) of the Bankruptcy Code.

Scopac agrees to pay Logan's standard rates for its services,
expenses and supplies at rates in effect on the day the services
or supplies are provided, including any related necessary
expenses.

Scopac has agreed to make a $1,500 advance payment to Logan to be
applied to the final bill.

Kathleen Logan, president of Logan & Company, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

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).


PENNSYLVANIA PORT AUTHORITY: Fitch Holds BB+ Rating on Bonds
------------------------------------------------------------
Fitch Ratings affirms the rating on approximately $2.2 million
series 1997 Erie-Western Pennsylvania Port Authority revenue bonds
at 'BB+'.  The Rating Outlook is revised to Stable from Negative.
Port bonds are secured by a pledge of port operating revenues
together with income derived from the Commonwealth of Pennsylvania
subject to annual appropriation by the state general assembly.
Fitch does not rate the authority's $3 million series 2006 revenue
bonds, but that debt was factored into the port's rating and
outlook.  The series 1997 bonds were initially underwritten by PNC
Capital Markets.

The 'BB+' rating is principally supported by the historical grant
support given by the commonwealth and also on the essentiality of
products shipped through the port to the regional construction
industry.  The rating also acknowledges the significant credit
risks, which include the port's negative operating margin and its
reliance on the state grant to close the shortfall in operating
income, fund debt service and pay for capital projects.

The Outlook was changed to Stable because port does retain some
flexibility to meet its financial obligations over the next
several years.  Furthermore, improvement in the port's credit
rating or outlook is not wholly dependent on the port returning to
break-even or positive operations, net of commonwealth support.
Ongoing state support to fund debt service and close the gap in
operations, combined with the port's improved fiscal 2006 fund
balances, should offset the expected operating deficits over the
medium term while management develops steps to return its
operations to break-even or more stable financial performance.

The port should also gain significant financial flexibility in
fiscal 2011 and beyond when the series 1997 bonds are fully paid
and debt service drops to $424,000 from $1.1 million currently.
Rating improvement in the medium term is possible if the port
continues to demonstrate prudent capital project management to
better time project expenses with available revenues, succeeds at
minimizing or stabilizing the operating loss or implements
programs that generate additional revenue streams.

The port finished fiscal year 2006 with a $1.1 million operating
loss, a significant increase from the previous year's $573,000
operating loss.  Revenues for fiscal 2006 were comparable to 2005
but expenses for 2005 and 2006 were much higher than previous
years due to the cost of repairs related to a mudslide on port
property.  Management has estimated that repair and mitigation
costs totaled approximately $780,000 in the last two fiscal years,
but should decline to $50,000 for fiscal 2007 as most of the work
is complete.  

Unrestricted cash balances, however, improved to $3.1 million as
of January 2007 from $2.2 million at the close of fiscal 2005 due
in part to the sale of a parcel of land for $1 million and to a
$1.3 million settlement received as part of a separate legal suit
concerning a port contractor.

Overall port operations have run a combined $3.3 million operating
deficit since fiscal year 1999 due to increasing operating
expenses related to new projects.  The largest of these projects
was the Erie Intermodal Center, a 33,500 square foot facility
which provides a central terminal for the city of Erie's various
transportation systems.  Port management had expected that the
center's rental income would cover operating expenses.  However,
the center itself has incurred a combined $450,000 operating
deficit since opening in fiscal 2003.

Additional rental space at the center is limited, thus
management's ability to close the port's overall operating deficit
will largely depend on efforts to control or cut expenses at the
center or increase revenues from other port operations.  The port
derives a significant portion of its income from fixed long-term
operating leases, limiting management's ability to regularly
adjust rates and resulting in revenue growth averaging just 2% per
year since 1999.  Fitch believes that ongoing operating deficits
are likely in the near term.

The port in recent years has also become increasingly dependent on
its annual state grant, which serves to balance annual operations
but is subject to appropriation risk as the state is not obligated
to fund operations, debt service or capital projects at the port.
The port received $1.5 million in funds from 1986 through 1997,
and $2 million from 1997 through 2003, $1.7 million for fiscal
2004 due to slowed economic growth, and increased grants of
$2 million in fiscal 2005, $2.5 million in fiscal 2006 and
$2.6 million in fiscal 2007.  Prior to 1999, the grant was
generally allocated to pay principal and interest on the bonds and
to fund capital projects, but beginning with the port's operating
losses in fiscal 1999, management has needed to allocate portions
of the grant towards operating costs as well.  The $2.5 million
state grant received in fiscal 2006 funded approximately
$1.2 million in debt service, $921,000 in operations and $414,000
in capital projects.


PROCARE AUTOMOTIVE: Court Confirms Amended Liquidation Plan
-----------------------------------------------------------
The Hon. Pat E. Morgenstern-Clarren of the U.S. Bankruptcy Court
for the Northern District of Ohio confirmed ProCare Automotive
Service Solutions LLC's amended chapter 11 plan of liquidation.

                   Overview of the Modified Plan

The Plan provides for the classification and treatment of claims
against and interest in the Debtor.  Pursuant to a creditor trust
agreement, the Debtor will establish a "creditor trust" for the
purpose of:

   a) administering and liquidating creditor trust assets;

   b) resolving all disputed claims to the extent not previously
      resolved by the Debtor; and

   c) making all distributions provided for under the Plan in
      respect of Class 3 Allowed Claims and all other claims that
      become allowed claims following to the effective date of the
      Plan; provided however, that no real property assets of the
      Debtor will be transferred to the creditor trust and only
      the net proceeds from the disposition of the real property
      assets will be remitted to the creditor trust and once
      remitted, that proceeds will then become creditor trust
      assets.

                       Treatment of Claims

Under the Amended Plan, each holder of allowed administrative
claims, priority tax claims and other priority claims will be paid
in full.

Holders of other secured claims will receive, on the distribution
date, cash in an amount equal to the allowed amount of their other
secured claims.

Allowed general unsecured claims are entitled to their pro rata
share of the available cash.

Holders of non-compensatory damages claims will receive nothing in
any distribution under the Plan and all equity interests will be
cancelled.

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offered maintenance and   
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operated 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


RAY'S DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Ray's Development LLC
             P.O. Box 1292
             Knightdale, NC 27545

Bankruptcy Case No.: 07-00392

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Rogdrick LLC                               07-00393
      Smithfield Road LLC                        07-00394
      Evolution VII LLC                          07-00395

Chapter 11 Petition Date: February 28, 2007

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtors' Counsel: Douglas Q. Wickham, Esq.
                  Hatch, Little & Bunn, LLP
                  P.O. Box 527
                  Raleigh, NC 27602
                  Tel: (919) 856-3940
                  Fax: (919) 856-3950

                         Estimated Assets    Estimated Debts
                         ----------------    ---------------
Ray's Development LLC    $1 Million to       Not Stated
                         $100 Million

Rogdrick LLC             $1 Million to       $1 Million to
                         $100 Million        $100 Million

Smithfield Road LLC      $100,000 to         $100,000 to
                         $1 Million          $1 Million

Evolution VII LLC        $1 Million to       $1 Million to
                         $100 Million        $100 Million

A. Ray's Development LLC's Seven Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Coastal Credit Union                                  $19,184
   Attn: Managing Agent
   P.O. Box 30495
   Tampa, FL 33630

   Bank of America                                       $18,771
   Attn: Managing Agent
   P.O. Box 2463
   Spokane, WA 99210-2463

   Lowes                                                 $18,589
   Attn: Managing Agent
   P.O. Box 2918
   Shawnee Mission, KS 66201

   Bank of America                                       $11,520
   Attn: Managing Agent
   P.O. Box 2463
   Spokane, WA 99210-2463

   Interior Distributors                                 $10,398
   Attn: Managing Agent
   P.O. Box 14126
   Raleigh, NC 27620

   Wake County Revenue Department                         $8,487
   Attn: Managing Agent
   P.O. Box 2331
   Raleigh, NC 27602-2331

   Citibusiness                                           $3,800
   Attn: Managing Agent
   P.O. Box 44180
   Jacksonville, FL 32231-4180


B. Rogdrick LLC's Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Wake County Revenue Department                        $11,755
   Attn: Managing Agent
   P.O. Box 2331
   Raleigh, NC 27602-2331


C. Smithfield Road LLC's Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Wake County Revenue Department                         $1,977
   Attn: Managing Agent
   P.O. Box 2331
   Raleigh, NC 27602-2331


D. Evolution VII LLC's Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Wake County Revenue Department                         $4,743
   Attn: Managing Agent
   P.O. Box 2331
   Raleigh, NC 27602-2331


REALOGY CORP: Moody's Rates Proposed $4.27 Billion Facility at Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a provisional corporate family
rating of B3 in connection with the pending leveraged buyout of
Realogy Corporation.  Moody's concurrently assigned a Ba3 rating
to the proposed $4.27 billion senior secured credit facility,
which along with senior unsecured and subordinated indebtedness,
will be used to finance the leveraged buyout.

The B3 Corporate Family Rating of Realogy reflects weak pro forma
financial strength and profitability metrics, Moody's expectation
of continued softness in the residential real estate market in the
intermediate term and minimal business line diversification.  The
ratings are supported by leading market positions, strong brands
and long term growth fundamentals for the existing home segment of
the residential real estate industry.

The $4.27 billion senior secured credit facility consists of

   -- a $1.45 billion term loan facility;
   -- a $1.22 billion delayed draw term loan facility;
   -- a $750 million revolving credit facility; and
   -- an $850 million synthetic letter of credit facility.

The provisional ratings will be converted to definitive ratings
upon the closing of the transaction.  The rating outlook for
Realogy is stable.

On Dec. 19, 2006, Moody's placed the Baa2 senior unsecured note
ratings of Realogy Corporation on review for possible downgrade
following its disclosure that it had entered into a definitive
agreement to be acquired by an affiliate of Apollo Management,
L.P.  The buyout is expected to be financed with a $1.45 billion
term loan facility, $220 million of initial borrowings under a
$750 million revolving credit facility, $2 billion of senior
unsecured cash pay notes, $750 million of senior unsecured PIK
toggle notes, $900 million of senior subordinated notes and an
equity contribution of $2.0 billion.

Consummation of the merger is not subject to a financing
condition, but is subject to other conditions, including receipt
of the affirmative vote of the holders of a majority of the
outstanding shares of Realogy, insurance regulatory approvals, and
other customary closing conditions.  The buyout is expected to
close in April 2007.

The $1.22 billion delayed draw term loan facility may be used to
redeem up to $1.2 billion of existing fixed and floating rate
senior unsecured notes of Realogy to the extent put to the Company
after a ratings downgrade to non investment grade and change of
control.  Of the $1.2 billion delayed draw facility, $970 million
will be available through July 31, 2007 and can be used to
complete any change of control offers with respect to the existing
senior notes.  The remaining $250 million will be available
through Oct. 31, 2007 and may be used to complete any change of
control offers or to fund the redemption of the $250 million of
existing floating rate notes once their par call period commences
on Oct. 22, 2007.

The indenture governing the existing senior notes provide that if
Realogy experiences a change of control and the ratings on the
notes are lowered to non-investment grade by each rating agency
within 60 days after the change in control, the company will be
required to offer to purchase the notes at 100% of their principal
amount, plus accrued and unpaid interest.  Upon closing of the
buyout, the existing senior notes of Realogy will become secured
in accordance with the terms of the indenture and will rank pari
passu with the new secured bank facilities of the company.  If the
company obtains shareholder approval for the adoption of the
merger agreement, Moody's will conclude its review for possible
downgrade and lower the ratings on the existing senior notes to
Ba3.  The Ba3 rating would reflect the notes expected priority
position in the post-acquisition capital structure and the
significant amount of junior ranking debt and non-debt
obligations.

Moody's affirmed the Baa2 ratings on the existing $1.65 billion
senior unsecured credit facility since the rating agency expects
this debt to be repaid in connection with the closing of the
transaction.  Moody's will withdraw the senior unsecured credit
facility ratings upon closing of the transaction.

These ratings were assigned:

   * Realogy Corp.

      -- $750 million 6 year secured revolving credit facility,
         Ba3, LGD2, 19%

      -- $1.45 billion 7.5 year secured term loan, Ba3, LGD2, 19%

      -- $1.22 billion 7.5 year delayed draw term loan facility,
         Ba3, LGD2, 19%

      -- $850 million 7.5 year secured synthetic letter of credit
         facility, Ba3, LGD2, 19%

      -- Corporate family rating, B3

      -- Probability of Default rating, B3

The above ratings are subject to Moody's review of final
documentation.

These ratings remain on review for downgrade:

   * Realogy Corp.

      -- $250 million floating rate senior unsecured notes due
         2009, Baa2

      -- $450 million senior unsecured notes due 2011, Baa2

      -- $500 million senior unsecured notes due 2016, Baa2

      -- Senior unsecured issuer rating, Baa2

Affirmed:

      -- $1.05 billion senior unsecured revolving credit facility
         due 2011, Baa2

      -- $600 million senior unsecured term loan facility due
         2011, Baa2

Realogy Corporation is one of the largest real estate service
companies in the world with reported revenues of about
$6.5 billion in the year ended Dec. 31, 2006.  The company
operates in four segments: real estate franchise services, company
owned real estate brokerage services, relocation services and
title and settlement services.  The franchise brand portfolio
includes Century 21, Coldwell Banker, Coldwell Banker Commercial,
ERA and Sotheby's International Realty.


RELIANT ENERGY: S&P Holds B Rating and Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Reliant Energy Inc. and revised the outlook on
the company to positive from stable.

The ratings action is the result of the annual review for Reliant
Energy and its subsidiaries and accounts for improvement in the
company's financial profile.

"If Reliant can demonstrate consistently strong cash flow
generation while preserving a strong capital structure in the
medium term, we could potentially raise the rating on the
company," said Standard & Poor's credit analyst Dimitri Nikas.

Reliant Energy's capital structure improved during 2006, a result
of debt repayment and the conversion into equity of some of its
debt.

Reliant Energy has a weak business risk profile, characterized by
high business risk, unregulated retail electricity supply, and
wholesale electricity generation operations.

These operations have been challenged in the past few years, both
from an operational and regulatory perspective, performing below
expectations.


RESIDENTIAL ACCREDIT: Fitch Rates $4MM Class B-2 Certificates at B
------------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. mortgage pass-through
certificates, series 2007-QS3:

   -- $906,027,412 classes A-1 through A-6, A-P, A-V and R
      certificates (senior certificates) 'AAA';

   -- $32,063,500 class M-1 'AA';

   -- $11,173,500 class M-2 'A'; and

   -- $8,258,700 class M-3 'BBB';

In addition, Fitch rates privately offered subordinate
certificates as:

   -- $100 class P 'AAA';
   -- $5,829,700 class B-1 'BB'; and   
   -- $4,372,200 class B-2 'B'.

The $3,886,523 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 6.75%
subordination provided by the 3.30% class M-1, the 1.15% class
M-2, the 0.85% class M-3, the privately offered 0.60% class B-1,
the 0.45% privately offered class B-2 and the 0.40% privately
offered class B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s servicing capabilities as master servicer.

As of the cut-off date, Feb. 1, 2007, the mortgage pool consists
of 3,594 conventional, fully amortizing, 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$971,611,637.  The mortgage pool has a weighted average original
loan-to-value ratio of 73.77%.  The pool has a weighted average
FICO score of 703, and approximately 35.55% and 20.01% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 41.01%, and second homes account for 2.98%.  The average loan
balance of the loans in the pool is $270,343.  The three states
that represent the largest portion of the loans in the pool are
California (17.05%), Florida (12.64%) and New Jersey (7.58%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of approximately 45.8% of the mortgage loans,
which were purchased by the depositor through its affiliate,
Residential Funding, from Homecomings, a wholly-owned subsidiary
of Residential Funding, and approximately 7.4% of the mortgage
loans, which were purchased by the depositor through its
affiliate, Residential Funding, from GMAC Mortgage, LLC, an
affiliate of Residential Funding.  No unaffiliated seller sold
more than 10% of the mortgage loans to Residential Funding.
Approximately 59.4% of the mortgage loans are being subserviced by
Homecomings, a wholly-owned subsidiary of Residential Funding and
approximately 13.6% of the mortgage loans are being subserviced by
GMAC Mortgage, LLC, an affiliate of Residential Funding.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
(1) 'high-cost' or 'covered' loans or (2) any other similar
designation if the law imposes greater restrictions or additional
legal liability for residential mortgage loans with high interest
rates, points and/or fees.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program.  Alt-A program loans are often marked
by one or more of the following attributes: a non-owner-occupied
property; the absence of income verification; or a loan-to-value
ratio or debt service/income ratio that is higher than other
guidelines permit.  In analyzing the collateral pool, Fitch
adjusted its frequency of foreclosure and loss assumptions to
account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as a real estate
mortgage investment conduit.


RESIDENTIAL FUNDING: Fitch Rates $944,300 class B-2 Certs. at B
---------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s
mortgage pass-through certificates series 2007-S2:

   -- $454,480,459 classes A-1 through A-14, A-P, A-V, R-I and
      R-II certificates (senior certificates) 'AAA';

   -- $9,444,500 class M-1 'AA';
   
   -- $3,069,200 class M-2 'A';
   
   -- $2,361,000 class M-3 'BBB';
   
   -- $944,400 privately offered class B-1 'BB'; and
   
   -- $944,300 privately offered class B-2 'B'.

The $944,453 (privately offered) class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2% class M-1, the 0.65% class M-2,
the 0.50% class M-3, the 0.20% privately offered class B-1, the
0.20% privately offered class B-2 and the 0.20% privately offered
class B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s master servicing capabilities.

As of the cut-off date, Feb. 1, 2007, the mortgage pool consists
of 952 conventional, fully amortizing, 30-year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$472,188,313.  The mortgage pool has a weighted average original
loan-to-value ratio of 70.93%.  The weighted-average FICO score of
the loans in the pool is 738, and approximately 65.99% of the
mortgage loans possess FICO scores greater than or equal to 720
and 6.92% of the mortgage loans posses FICO scores less than 660.
Loans originated under a reduced loan documentation program
account for approximately 38.44 % of the pool, equity refinance
loans account for 36.62%, and second homes account for 4.91%.  The
average loan balance of the loans in the pool is approximately
$495,996.  The three states that represent the largest portion of
the loans in the pool are California (33.94%), Virginia (10.76%),
and New Jersey (5.44%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points and/or fees.


All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the accompanying
prospectus, except in the case of approximately 35.2% and 19.5% of
the mortgage loans, which were purchased by the depositor through
its affiliate, Residential Funding, from Homecomings and GMAC
Mortgage, LLC, respectively.  Approximately 11.7% of the mortgage
loans were purchased by Residential Funding from First Savings
Mortgage Corp., an unaffiliated seller.  Except as described in
the preceding sentence, no unaffiliated seller sold more than
approximately 5.7% of the mortgage loans to Residential Funding.
Approximately 57.1% and 34.8% of the mortgage loans are being
subserviced by Homecomings and GMAC Mortgage, LLC, respectively,
each an affiliate of Residential Funding.

U.S. Bank National Association will serve as trustee. RFMSI, a
special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two real
estate mortgage investment conduit.


RIVERDEEP INTERACTIVE: Filing Delay Cues S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on HM
Rivergroup PLC and its subsidiary, Riverdeep Interactive Learning
USA Inc., on CreditWatch with negative implications, based on
Standard & Poor's concern about the ability of intermediate parent
Riverdeep Interactive Learning Ltd. to issue upcoming financial
statements on a timely basis.

Ratings on CreditWatch:

   * HM River

      -- Corporate Credit Rating, B-

   * Riverdeep Interactive Learning USA, Inc.

      -- Corporate Credit Rating, B-

RILL has replaced its auditors following the resignation of Ernst
& Young.  Under the company's lending agreements, RILL must
produce financial statements by March 31, 2007, which it expects
it can do.  However, a delay in issuing financial statements could
lead to an event of default, unless lenders waive their rights
relating to the company's reporting requirements.
     
Consolidated total debt and preferred stock at Sept. 30, 2006,
totaled roughly $3.5 billion.

Separately, Riverdeep Interactive Learning USA Inc. is no longer
marketing its $250 million add-on to its senior secured first-lien
term loan B.  The company had intended to use the proceeds from
this transaction to reduce the $1.07 billion increasing-rate
bridge loan that helped finance HM Rivergroup PLC's December 2006
acquisition of Houghton Mifflin LLC, which would have reduced
interest costs slightly.

"We will resolve the CreditWatch listing after reviewing the
company's operations, cash flow, and liquidity, as shown on its
audited financial statements for the fiscal year ended
Dec. 31, 2006," said Standard & Poor's credit analyst Hal F.
Diamond.


ROGERS COMMS: Fitch Lifts Issuer Default Rating to BBB- from BB
---------------------------------------------------------------
Fitch has upgraded the ratings for Rogers Communications Inc. and
its subsidiaries as:

Rogers Communications Inc.

   -- Issuer Default Rating 'BBB-' from 'BB'.

Rogers Wireless Inc.

   -- IDR 'BBB-' from 'BB'; and
   -- Senior secured notes 'BBB-' from 'BB+'.

Rogers Cable Inc.

   -- IDR 'BBB-' from 'BB'; and
   -- Senior secured second priority notes 'BBB-' from 'BB+'.

Fitch also affirms the senior subordinated ratings of Wireless at
'BB'.  The Rating Outlook is Stable for Rogers and its
subsidiaries.  Approximately $6.3 billion of debt securities are
affected by these actions.

The upgrades reflect Roger's rapidly improving credit measures
driven by the increasing profitability at the wireless segment
that has exceeded expectations, debt reduction of approximately
$750 million during 2006 and its robust bundled service offering
across the wireless and cable assets.  Accordingly, free cash flow
based on Fitch adjustments improved in excess of $800 million in
2006 compared with a deficit of approximately $166 million in
2005. Leverage has likewise improved to 3.0x compared to 4.2x at
the end of 2005.  Fitch expects RCI will continue to improve
credit measures in 2007 with leverage decreasing to the low to mid
2's.

Rogers has realized the inherent operating leverage and ability to
scale the wireless operations given the relatively supportive
regulatory and balanced competitive environments.  

As a result during 2006, Wireless significantly increasing its
profitability as evidenced by the following metrics:

   -- Total ARPU increased 8% in 2006 to $56.1 with data ARPU up
      39% to $6.0;

   -- Total Churn decreased 30 basis points to 1.8%;

   -- Postpaid subscriber growth showed strength with a 12%
      increase to 5.4 million.

   -- CPGA increased slightly by 3% to $399 and CPGA as a % of
      lifetime revenue decreased approximately 300 basis points to
      12.9%;

   -- Total revenue increased 19% to $4.6B;

   -- EBITDA margin increased significantly by over 800 basis
      points to 43%; and

   -- Free cash flow surged by approximately 70% to $1.3 billion.

In Fitch's opinion, the favorable characteristics of the Canadian
wireless industry suggest stability and more predictable operating
performance that set the stage for healthy revenue and cash flow
prospects particularly when compared to the U.S.  The Canadian
wireless industry benefits from three comparatively sized players,
lower penetration rates, relatively lower minute usage, low churn
and positively trending ARPU.

Consequently industry EBITDA margins for the LTM are in excess of
41%, approximately 850 basis points higher than the U.S. Fitch
does not expect the introduction of number portability in 2007 to
adversely affect the wireless industry although a spectrum auction
expected in early 2008 of 105 MHz spectrum in the 2GHz range could
have negative credit implications for the industry particularly if
spectrum is set aside for new entrants.  Over the medium-term,
Fitch believes Rogers Wireless will continue with solid subscriber
growth with modest increases to ARPU resulting in greater free
cash flow despite higher capital spending requirements for its
HSDPA network although margin expansion should slow considerably.

Fitch believes that the combination of Rogers Cable's scale and
its unique set of assets that position the company to offer a
quadruple play will drive further improvement to Rogers Cable's
credit profile during 2007.

In Fitch's opinion the company's service bundling strategy
enhances Rogers Cable's competitive position relative to direct
broadcast satellite providers and other incumbent telephone
companies.  Credit concerns include the on - going cash
requirements at cable.  With materially higher capital
requirements in 2007, the free cash flow deficit at Cable will not
improve and could increase moderately.  Fitch continues to believe
that the company's core cable and telephone businesses are well
positioned to generate positive free cash flow.  However, Fitch
anticipates that Rogers Home Phone will continue to use cash
during 2007 as the company scales this segment.

Rogers' liquidity position is strong given the cash generation at
Wireless, the undrawn revolver capacity at its three subsidiaries,
Cable's declining cash requirements and the significant
flexibility in advancing funds throughout the company.  At the end
of 2006, Rogers had approximately $2.1 billion of undrawn revolver
capacity through its three main operating subsidiaries.  Wireless
maintains a $700 million bank credit facility maturing in 2010
that was undrawn at the end of 2006.  Cable's bank credit facility
is $1.0 billion consisting of two tranches: a $600 million
revolving credit facility that matures in 2010 and a $400 million
revolver that also matures in 2010, which were both undrawn.

Subsequent to the end of 2006, Cable repaid the $450 million note
maturing in February 2007 primarily using funds drawn from the
Wireless bank facility.  Rogers has the ability to redeem or
refinance its $550 million senior secured floating rate notes with
a current redemption price of 102.  After Dec. 15, 2008, the
$400 million senior subordinated notes are redeemable at a price
of 104.

Fitch notes that the company controls a collateral release option
on the Cable debt, which could be used to help simplify Rogers'
capital structure.  All of the Cable debt includes a springing
release of security provision in the event the senior secured
notes are rated investment grade by two agencies and there is no
other debt or cross currency agreement secured by a bond issued
under the Cable deed of trust.  However, this is not the case for
Wireless.  The senior secured debentures maturing in 2016 as well
as bank and swap agreements do not contain the springing release
provision.

The ratings do not currently consider any potential M&A activity.
Fitch anticipates that if Rogers implements any shareholder
friendly initiatives, such as a share repurchase program, the
plans would be consistent with its current ratings.


SCHOONER TRUST: DBRS Confirms Low-B Ratings on Six Class Certs.
---------------------------------------------------------------
Dominion Bond Rating Service finalized the provisional ratings of
the following classes of Schooner Trust, Series 2007-7 Commercial
Mortgage Pass-Through Certificates:

   * Class A-1 at AAA
   * Class A-2 at AAA
   * Class XP at AAA
   * Class XC at AAA
   * Class B at AA
   * Class C at A
   * Class D at BBB
   * Class E at BBB (low)
   * Class F at BB (high)
   * Class G at BB
   * Class H at BB (low)
   * Class J at B (high)
   * Class K at B
   * Class L at B (low)

The XP and XC balances are notional.  The trends are Stable.

The collateral consists of 72 fixed-rate loans secured by 73
multi-family and commercial properties.  The portfolio has a
balance of CDN$427,572,194. Although approximately 50.2% of loan
collateral is located in Ontario, this is mitigated by Ontario
being the largest province with a highly urbanized population.
Based on DBRS's site inspections, 6.9% of the sample properties
were considered to have excellent property quality and 26.9% of
the sample to have above-average property quality.

Fifty-five per cent of the pool provides for full or
partial recourse to the loans.  The collateral properties are
predominantly located in urban locations.  DBRS shadow-rates one
loan -- MTS Building, representing 9.6% of the pool -- investment
grade at BBB (low).  The investment-grade shadow-rated loans
indicate the long-term stability of the underlying assets.

The pool weighted-average DBRS-stressed term debt service coverage
ratio is 1.35x; the weighted-average DBRS-stressed refinance DSCR
is 1.39x.  The DBRS-stressed loan-to-value is 81.5% and seven
loans, 16.8% of the pool, have a DBRS-stressed LTV greater than
90%.


SEALY CORPORATION: Earns $74 Million in Year Ended November 26
--------------------------------------------------------------
Sealy Corp. reported net earnings of $74 million on net sales of
$1.582 billion for the fiscal year ended Nov. 26, 2006, compared
with net earnings of $68.5 million on net sales of $1.469 billion  
for the comparable period a year earlier.

Gross profit was $707.9 million, or 44.7% of sales, versus
$651.6 million, or 44.3% of sales, for the comparable period a
year earlier.

Fiscal 2006 results include $34.2 million of charges related to
the company's IPO and associated debt extinguishments,
$26.7 million of incremental cost related to the launch of Sealy's
new products and $2.6 million of incremental expense for non-cash
compensation versus the comparable prior year, partially offset by
a reduction in charges of $5.7 million due to changes in estimates
underlying the reserves for workers' compensation claims.

Net sales for the fiscal quarter ended Nov. 26, 2006, increased
8.4% to $395.3 million from $364.6 million for the comparable
period a year earlier on unit volume growth of 4.9% and average
unit selling price increase of 3.3%.  International net sales
increased $22.9 million or 26.1% to $110.7 million.  Domestic net
sales increased 2.8% to $284.6 million as average unit selling
price improved 4.4% and unit volume declined 1.6%.

Fourth quarter gross profit was $177.5 million, or 44.9% of sales,
versus $159.5 million, or 43.7% of sales, for the comparable
period a year earlier.  The improvement in gross profit as a
percent of sales was driven by improved manufacturing efficiencies
including a reduction in the reserve for workers' compensation
claims, partially offset by increased floor sample discounts and
the strength of Sealy's international business and domestic
promotional lines which carry lower gross margins compared to the
company average.  

Net income for the fourth quarter was $21.5 million, versus
$15.2 million for the comparable period a year ago.  Fourth
quarter results include incremental pre-tax expenses of
$5.9 million related to the launch of Sealy's new products and
$400,000 of incremental expense for non-cash compensation versus
the comparable prior year period.

"I am pleased with our achievements in 2006, including over 20%
growth in our international markets, near doubling of our
specialty business, an improving trend in domestic unit shipments,
and ongoing strengthening in promotional mattresses, a segment
where we were historically underrepresented.  We accomplished
these in light of a challenging industry and competitive
environment during a year in which we also completed the biggest
product transition in the Company's history," said David J.
McIlquham, Sealy's Chairman and Chief Executive Officer.

At Nov. 26, 2006, the company's balance sheet showed
$1.002 billion in total assets, $1.155 in total liabilities, and
$20.3 million in common stock and options subject to redemption,
resulting in a $172.8 million total stockholders' deficit.

                     Cash and Cash Equivalents    

As of Nov. 26, 2006, Sealy's cash and cash equivalent balance was
$45.6 million versus $36.6 million at the beginning of the fiscal
year.  The company has reduced total debt net of cash by
$149.3 million to $786.9 million since the beginning of the fiscal
year.  This reduction was attributable to proceeds from the
company's initial public offering (IPO) and strong operating cash
flow, partially offset by the addition of $26.5 million in
financing obligations and $30.9 million in capital expenditures.

                         About Sealy Corp.

Sealy Corporation (NYSE: ZZ) -- http://www.sealy.com/ -- is the   
largest bedding manufacturer in the world with sales of nearly
$1.6 billion in 2006.  The company manufactures and markets a
broad range of mattresses and foundations under the Sealy(R),
Sealy Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands.
Sealy has the largest market share and highest consumer awareness
of any bedding brand in North America.  Domestically, Sealy has 21
plants and sells its products to 2,900 customers with more than
7,000 retail outlets.  Sealy is also a leading supplier to the
hospitality industry.

                           *     *     *

Sealy Corp. carries Standard & Poor's 'BB-' Long Term Foreign
Issuer Credit and Long Term Local Issuer Credit ratings.  Ratings
were effective May 24, 2006.  Outlook is Stable.


SGS INTERNATIONAL: Good Performance Cues S&P's Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on SGS
International Inc. to stable from negative.  At the same time,
Standard & Poor's affirmed its ratings on the company, including
its 'B+' corporate credit rating.

The outlook revision reflects Standard & Poor's increased comfort
with SGS International's operating and financial strategies since
its acquisition by Citigroup Venture Capital Equity Partners L.P.
at the end of 2005.

SGS International is expected to continue to generate a meaningful
amount of free operating cash flow, which will help fund the
company's acquisition and debt reduction activities.  

S&P expects that SGS International will be able to maintain its
debt to EBITDA measure in the mid-4x to mid-5x range.  Near-term
ratings upside is currently limited due to Standard & Poor's  
expectations for continued growth through acquisition.  

Also, if the company is unsuccessful in finding appropriate
acquisitions, there is the potential for special dividends.
However, if SGS International demonstrates the ability and
willingness to maintain leverage below the mid-4x area over time,
higher ratings would be considered.  A consideration for lower
ratings is currently less likely, given Standard & Poor's
increased comfort with the company's operating strategy.


SIGN SERVICES: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sign Services, LLC
        dba Ad-Craft
        5601 Old Boonville Highway
        Evansville, IN 47715
        
Bankruptcy Case No.: 07-701097

Type of Business: The Debtor manufactures electric signs and
                  illuminated awnings.

Chapter 11 Petition Date: February 16, 2007

Court: District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: Douglas Warren Patterson, Esq.
                  Law Office of Douglas Patterson
                  2221 West Franklin Street
                  Evansville, IN 47712
                  Tel: (812) 424-2991
                  Fax: (812) 468-8690

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
San-Dare, Inc                  82D03-0606-CC-             $404,195
P.O. Box 3872                  2441 purchase of       Secured:
Evansville, IN 47737           Ad-Craft; third           $675,18 7
                               lien on all      
                               business assets        Unsecured:
                               (inventory,                $742,933
                               materials, accounts
                               receivables, etc.)


Mounts Electric, Inc.         Services rendered           $39,0525
P.O. Box 3273
Evansville, IN 47731

McCormick Insurance Agency     Commercial                  $7,319
1115 Weed Lane                 insurance
Vincennes, IN 47591

Internal Revenue Service       941 Taxes                   $26,432

N. Glantz & Sons               Purchases of                $23,734   
                               merchandise

Powers Welding                 Purchases of                $23,734
                               merchandise

Tubelite Company, Inc.         Purchase of                 $11,339
                               merchandise

Wright Express                 Credit card                 $10,171
Fleet Fueling                  purchases

Meyer Plastics                 Purchases of                 $5,703
                               merchandise


Meuth Construction             Purchases of                 $5,272        
Supply,Inc.                    merchandise

Verizon Wireless               Cellular phone               $4,198
                               service


TENNECO INC: Timothy Donovan Resigns as Executive Vice-President
----------------------------------------------------------------
Tenneco Inc. disclosed that Timothy R. Donovan, executive vice
president, general counsel and member of the board of directors,
is leaving the company to pursue another opportunity.

His resignation from Tenneco is effective March 16, 2007.  His
resignation from the company's board of directors was effective
February 28, 2007.  Tim joined Tenneco as senior vice president
and general counsel in August 1999.

Both internal and external candidates will be considered to fill
the general counsel position.

"Tim has played an important role in establishing Tenneco as a
successful stand-alone company.  Over the past seven years, his
leadership and strong legal counsel have greatly facilitated
Tenneco's restructuring efforts and growth strategies around the
world," said Gregg Sherrill, chairman and CEO, Tenneco.  "On
behalf of all Tenneco employees, I thank Tim for his outstanding
contributions and dedication.  We wish him much success in his new
endeavor."

Headquartered in Lake Forest, Ill., Tenneco Inc. (NYSE: TEN)
-- http://www.tenneco.com/-- is a global producer of automotive  
emission control and ride control systems and products.  As an
automotive parts supplier, the company designs, engineers,
manufactures, markets and sells individual component parts for
vehicles, as well as groups of components that are combined as
modules or systems within vehicles.  Tenneco serves both original
equipment manufacturers and replacement markets worldwide through
such brands as Monroe(R), Rancho, Clevite(R)Elastomers, and Fric
Rot ride control products, and Walker(R), Fonos and Gillet(TM)
emission control products.  The company's aftermarket customers
include full line and specialty warehouse distributors, retailers,
jobbers, installer chains and car dealers.


TENNECO INC: Moody's Rates $830 Million Loans at Ba1
----------------------------------------------------
Moody's Investors Service has assigned Ba1 ratings to the new
first-lien senior secured credit facilities of Tenneco Automotive,
Inc.

In a related action, Moody's has affirmed these ratings:

   * the company's Corporate Family Rating at B1; and,

   * the ratings on the senior secured  second-lien notes and
     senior subordinated notes, at B1 and B3, respectively.  

The outlook remains stable.

Tenneco's business profile as an automotive component supplier is
strong, benefiting from good geographic and customer diversity and
well balanced exposures to the original equipment and aftermarket
segments.  The company's leading positions in the markets it
serves are well defended by ongoing investment in new
technologies. Tenneco's emission technologies for diesel engines
and portfolio of ride control technologies for passenger and
commercial vehicles should enable it to increase its content on
vehicle platforms and demonstrate strong revenue growth even as
overall automotive demand weakens.  These attributes are
potentially supportive of a higher rating under Moody's rating
methodology for auto parts suppliers.

However, the ratings balance these strengths against the company's
high financial leverage and moderate profit margins; which yield
overall financial metrics more consistent with the assigned
rating.  For the fiscal year ending Dec. 31, 2006.  Tenneco's
debt/EBITDA is approximately 4.3x, while EBIT/Interest is
approximately 1.5x.

Going forward, Tenneco expects increased revenue to result from
higher booked business in emission controls and greater
penetration in the commercial vehicle exhaust segment.  Margins
should be stable through this time frame as continuing industry
pressures and the greater amounts of lower margin substrate sales
in revenue are offset by new business growth and continuing
efforts to control costs.  Nevertheless, the company will face
some headwinds from lower production volumes at key automotive
OEMs, and ongoing commodity cost volatility.

The refinancing should also moderate borrowing costs and enhance
the company's overall financial flexibility.  Upon closing of the
new senior secured credit facilities Tenneco is expected to have
full access to its $375 million revolving credit and unused
availability under the $177.5 million letter of credit/revolving
credit facility.  The company also maintains large cash balances
which could be used to reduce debt, although indenture provisions
currently place some limitations on the ability to reduce some of
the company's higher coupon obligations during the near term.

Ratings assigned:

   * Ba1, LGD2, 16% to the five-year $375 million first lien
     senior secured revolving credit facility;

   * Ba1, LGD2, 16% to the seven-year $177.5 million first lien
     senior secured L/C and revolving credit facility;

   * Ba1, LGD2, 16% to the five-year $100 million term loan A;

   * Ba1, LGD2, 16% to the seven-year $177.5 million first lien
     senior secured term Loan B;

Ratings affirmed:

   * B1 Corporate Family rating;

   * B1 Probability of Default rating;

   * B1 rating for the $475 million 10.25% guaranteed senior
     secured second-lien notes due 2013, with the LGD Assessment
     changed to LGD3, 43% from LGD3, 42%;

   * B3, LGD6, 92% rating for the 8.625% guaranteed senior
     subordinated unsecured notes due November 2014,

These ratings will be withdrawn upon their refinancing:

   * Tenneco's guaranteed credit facilities consisting of:

      -- Ba1, LGD2, 16% on the $320 million first-lien senior
         secured revolving credit facility due December 2008;

      -- Ba1, LGD2, 16% on the $155 million first-lien senior
         secured term loan B letter of credit/revolving loan
         facility due December 2010;

      -- Ba1, LGD2, 16% on the $356 million remaining first-lien
         senior secured term loan B facility due December 2010;

The last rating action was on Sept. 22, 2006 when the LGD
Methodology was applied.

The rating outlook is stable.

Future events that could improve Tenneco's rating or rating
outlook include the generation of material new business awards
that facilitate improved margins coupled with debt reduction that
enhances overall credit metrics.  Consideration for a higher
rating or outlook could arise if any combination of these factors
were to increase EBIT/Interest coverage to over 2.0x or reduce
leverage below 4.0x.

Assuming no protracted disruptions in automotive production,
downward pressure on the ratings is not expected during the near
term.  Consideration for a lower outlook or rating could arise if
credit metrics were to deteriorate such that leverage, measured by
Debt/EBITDA, were to exceed 5.0x or if EBIT/Interest coverage fell
to 1.0x on a sustained basis.  The ratings could also be adversely
affected if the company's current sound liquidity profile were to
weaken.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive ride control and emissions control
products and systems for both the worldwide original equipment
market and aftermarket.  Annual revenues are approximately
$4.7 billion.


TENNECO INC: S&P Rates Proposed $830 Mil. Bank Facilities at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
ratings and recovery ratings of '1' to Tenneco Inc.'s proposed
$830 million bank facilities, indicating expectations for
recovery of 100% of principal in the event of a payment default.

In addition, a recovery rating of '3' was assigned Tenneco's
existing $475 million 10.25% senior secured notes due July 15,
2013, indicating Standard & Poor's expectation of meaningful
prospects for recovery in the event of a payment default.  The
rating was also raised to 'B+' from 'B'.

Standard & Poor's will withdraw its ratings on Tenneco's existing
bank facilities upon the closing of the proposed bank facilities.

Tenneco's ratings reflect the company's weak business profile and
highly leveraged, but stable, financial profile.  Tenneco's credit
measures modestly slipped in 2006 amid a difficult environment in
the second half of the year.  The company benefits from good
diversity among its customers, business platforms, and regions of
operation.  However, Tenneco is still exposed to declining vehicle
production by its large customers; General Motors Corp. and Ford
Motor Co.


TOWER RECORDS: Court Sets March 15 Auction Sale of IP Assets
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the bidding procedures proposed by MTS Inc. dba Tower Records and
its debtor-affiliates for the sale of their intellectual property
assets, subject to higher and better offers.

The IP Assets include the Debtors' website business, including
Tower.com, trademarks, and international licenses.  

The Court set the auction sale for March 15, 2007, 10:00 a.m. ET,
at the offices of Akin Gump Strauss Hauer & Feld LLP, 590 Madison
Avenue in New York.

Potential bidders must be able submit a written offer to purchase
any or all of the IP Assets by March 12, 2007.

The prevailing bidder must consummate and fund the sale prior to
4:00 p.m. ET on March 20, 2007, while the back-up bidder must be
able to keep its bid open and irrevocable until the later of
5:00 p.m. ET on March 21, 2006, or the closing of the purchase by
the prevailing bidder.

The Court will convene a hearing at 2:00 p.m. ET on March 19,
2007, to consider the sale of the IP Assets to the winning bidder.

Objections to the sale, if any, are due on or before noon ET on
March 16, 2007.

                            IP Assets

The IP Assets were part of the Debtors' Court-approved auction in
October 2006, but were never sold due to the inability of the
Debtors to close sale transactions.

On Sept. 6, 2006, the Debtors obtained Court approval for the sale
of substantially all of their assets.  The Debtors' assets were
auctioned in October 2006 in accordance with a consortium of bids
made by multiple parties.  Included in the consortium of bids was
the successful bid of Norton LLC for, among other things, the
Debtors' website business.  

According to the Debtors, the sale of the website business did not
push through because of some business, technical and operational
issues that became apparent in the course of the negotiations.

                          CIT Obligation

At the commencement of their chapter 11 cases, the Debtors'
capital structure included approximately $80 million in first
priority secured debt owed to CIT Group/Business Credit Inc. as
well as more than $70 million of second priority secured debt
asserted by secured trade vendors.  In addition, the Debtors
estimate that they face at least another $50 million in unsecured
claims.

Proceeds from the October Auction Sale were used to pay in full
the first priority secured debt the Debtors owe CIT.

                        About Tower Records

Headquartered in West Sacramento, California, MTS Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music   
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.  The Debtors' exclusive period to file
a plan expires on March 26, 2007.


TOWER RECORDS: Selects Hilco Merchant as Liquidation Consultant
---------------------------------------------------------------
MTS Inc. dba Tower Records and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to employ Hilco Merchant Resources LLC as their retail inventory
liquidation consultant.

Hilco will serve as consultant with respect to the potential
dispute that the Debtors have with the joint venture of the Great
American Group LLC and Hudson Capital Group LLC.

Specifically, Hilco will assist the Debtors and its professionals
in analyzing the appropriate adjustment to the retail price of
merchandise, if any, due to the agent under the agency agreement
and applicable documents governing the conduct of store closing or
going-out-of-business sales for the Debtors.  

At the Debtors' request, Hilco will also communicate with the
Debtors' creditor constituencies and will provide expert witness
testimony on the matter in connection with applicable court
proceedings.

Hilco will be compensated through a percentage fee basis:

  Final Guaranteed Amount (millions)    Percentage Fee
  ----------------------------------    --------------
           $99.5 - $100.0                     0%
          $100.0 - $101.0                     5%
          $101.0 - $102.0                     9%
          $102.0 - $103.0                    13%
          $103.0 - $104.0                    17%
          $104.0 +                           20%

To the best of the Debtors' knowledge, Hilco does not hold
any interest adverse to their estates.

                       About Tower Records

Headquartered in West Sacramento, California, MTS Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music   
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.  The Debtors' exclusive period to file
a plan expires on March 26, 2007.


TOWER RECORDS: Northridge Lease Assignment Period Moved to Mar. 30
------------------------------------------------------------------
On Oct. 25, 2006, the U.S. Bankruptcy Court for the District of
Delaware entered an order approving the:

   a) execution and delivery of certain designation rights
      agreements between MTS Inc. dba Tower Records; its debtor-
      affiliates; and a joint venture comprised of Great American
      Group LLC, Hudson Capital Group LLC, Crystal Capital Fund
      LP, and Retail Consulting Services LLC; and

   b) consummation of the transactions contemplated by the
      designation rights agreement.

The designation rights agreement grants the Joint Venture, as
purchaser, exclusive right to select and identify, from time to
time between the effective date of the designation rights
agreement and March 18, 2007, one or more designees to which any
or all of the Debtors' nonresidential leasehold interests may be
sold and assigned.

On Nov. 17, 2006, the Court gave the Debtors until March 18, 2007,
to assume or reject nonresidential leases.

One of the Debtors is party to a lease agreement with Nordhoff Way
LLC, as successor in interest to the Williams Family Trust, for
the premises located at 19320 Nordhoff Street, in Northridge,
California.

Subsequently, pursuant to the lease decision order, the Joint
Venture delivered a notice to the Debtors, Nordhoff, and other
parties-in-interest of the Joint Venture's intent to cause the
assumption by the Debtors, and assignment to the Joint Venture's
designee, of the Northridge Lease.  

Nordhoff objected.

Accordingly, in a stipulation approved by the Court, the Debtors,
the Joint Venture, and Nordhoff agreed that:

   -- to give the parties sufficient time to draft definitive
      documentation with respect to the Northridge Lease only, the
      designation rights period and assignment period will be
      extended until March 30, 2007; and

   -- the hearing on Nordhoff's objection to the assumption and
      assignment of the Northridge Lease is adjourned to March 12,
      2007.

                       About Tower Records

Headquartered in West Sacramento, California, MTS Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music   
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.  The Debtors' exclusive period to file
a plan expires on March 26, 2007.


TXU CORP: S&P Pares Corporate Credit Rating to BB from BBB-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based TXU Corp. to 'BB' from 'BBB-'.
Standard & Poor's also lowered its senior unsecured debt rating on
the company to 'B+' from 'BB+'.  The ratings on TXU remain on
CreditWatch with negative implications.

"The downgrade follows the company's filing of its 10K stating its
plan to incur about $24.6 billion in additional debt under a
preliminary capital plan developed by an investor group led by
Kohlberg Kravis Roberts & Co. (KKR) and Texas Pacific Group," said
Standard & Poor's credit analyst Terry Pratt.

KKR and Texas Pacific plan to acquire TXU for about $32 billion.

Standard & Poor's also lowered its corporate credit rating and
senior unsecured debt ratings on TXU Energy Co. LLC to 'BB' from
'BBB-'.  TXU Energy is TXU's competitive retail and wholesale
electricity provider.  The ratings on TXU Energy also remain on
CreditWatch with negative implications.

However, Standard & Poor's did not lower its 'BBB-' corporate
credit, senior secured, and senior unsecured debt ratings on TXU
Electric Delivery Co.  TXU Delivery is TXU's regulated
transmission and distribution company.  These ratings remain on
CreditWatch with negative implications.  

The reason Standard & Poor's  did not lower the ratings on TXU
Delivery is management's strongly expressed intention to maintain
TXU Delivery's current credit rating by various means, including a
ring-fencing structure to separate it from TXU and affiliates and
by a pledge not to increase debt at this entity.  The potential
for management to fail in this goal is reflecting in the
CreditWatch listing.

Standard & Poor's also lowered its corporate credit rating on TXU
U.S. Holdings Co.'s to 'BB' from 'BBB'.  This company is a holding
entity between TXU and TXU Energy.  The rating remains on
CreditWatch with negative implications.

If the acquisition is successful and the capitalization plan
defined by management is established, Standard & Poor's expects to
further downgrade TXU and TXU Energy.  The corporate credit ratins
will likely fall to somewhere in the 'B' category.

Under the proposed plan, TXU Energy will incur large senior
secured debt and credit facilities and senior unsecured debt,
which will increase default and loss risk for existing unsecured
debt.  Based on the rating agency's preliminary analysis, TXU
Energy's financial profile will be severely stressed with the
added debt burden.  There is a potential that the company's large
hedging program through at least 2012 could result in more stable
cash flows and help pay down some of the company's debt load.

Given the introduction of a large amount of secured debt, the
ratings on TXU Energy's existing unsecured debt could fall well
below TXU Energy's final corporate credit rating.  TXU Delivery's
corporate credit rating would also fall; however, the favorable
potential for strong recovery given a default could lead to TXU
Delivery's debt being rated above its final corporate credit
rating.

There are numerous factors that could derail this acquisition,
including regulatory and legislative action in Texas.  The
decision to lower the rating despite this uncertainty reflects
Standard & Poor's view that TXU management has relaxed its policy
of limiting debt to levels commensurate with an investment-grade
rating and that they have clearly sent a message that they have
little allegence to the current bondholders.  That the TXU Board
approved the acquisition by the private equity groups who have a
demonstrated record adding leverage supports Standard & Poor's  
conclusion.  Furthermore, TXU could fall under additional pressure
to lower its rates based on the investor group's decision to offer
price discounts of up to 10% through Sept 2008.

Standard & Poor's expects to resolve the CreditWatch placement
prior to the consummation of the transaction following more
detailed analysis of management's plan of capitalization and
business strategy.


WAMU MORTGAGE: Fitch Rates $4.9 Mil. Class 4-B-5 Certificates at B
------------------------------------------------------------------
Fitch rates WaMu Mortgage Pass-Through Certificates, series
2007-HY3:

Groups 1 and 2:

   -- $1,148,714,100 classes 1-A1, 1-A2, 2-A1 and 2-A2, and R
      (senior certificates) 'AAA'.

The classes L-B-1 through L-B-6 certificates are not rated by
Fitch.

Group 3:

   -- $373,354,000 classes 3-A1 through 3-A4 (senior certificates)
      'AAA'.

The classes 3-B-1 through 3-B-6 certificates are not rated by
Fitch.

Group 4:

   -- $1,352,752,000 classes 4-A1 and 4-A2 (senior certificates)
      'AAA';

   -- $21,137,000 class 4-B-1 'AA';
   
   -- $12,682,000 class 4-B-2 'A';
   
   -- $7,045,000 class 4-B-3 'BBB';
   
   -- $7,045,000 class 4-B-4 'BB'; and
   
   -- $4,931,000 class 4-B-5 'B'.

The class 4-B-6 certificate is not rated by Fitch.

The 'AAA' rating on the Group 1 and 2 senior certificates reflects
the 4.75% subordination provided by the 2.15% class L-B-1, the
0.90% class L-B-2, the 0.60% class L-B-3, the 0.45% privately
offered class L-B-4, the 0.40% privately offered class L-B-5, and
the 0.25% privately offered class L-B-6.  Classes L-B-1 through L-
B-6 are not rated by Fitch.

The 'AAA' rating on the Group 3 senior certificates reflects the
3.50% subordination provided by the 1.60% class 3-B-1, the 0.70%
class 3-B-2, the 0.45% class 3-B-3, the 0.30% privately offered
class 3-B-4, the 0.30% privately offered class 3-B-5, and the
0.15% privately offered class 3-B-6.  Classes 3-B-1 through 3-B-6
are not rated by Fitch.

The 'AAA' rating on the Group 4 senior certificates reflects the
4.00% subordination provided by the 1.50% class 4-B-1, the 0.90%
class 4-B-2, the 0.50% class 4-B-3, the 0.50% privately offered
class 4-B-4, the 0.35% privately offered class 4-B-5, and the
0.25% privately offered class 4-B-6.  Class 4-B-6 is not rated by
Fitch.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  

In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
Washington Mutual Bank's servicing capabilities as servicer.  
Fitch currently rates Washington Mutual Bank 'RMS2+' for prime
servicing.

The certificates represent ownership interests in a trust fund
that consists of four pools of mortgage loans.  The senior
certificates whose class designation begins with 1, 2, 3, and 4
correspond to pools 1, 2, 3, and 4, respectively.  In certain
limited circumstances, principal and interest collected from loan
group 1 or 2 may be used to pay principal or interest, or both, to
the senior certificates related to the other of those two loan
groups.

The Group 3 and Group 4 certificates receive payments from the
related pool 3 and pool 4 loans only.

Group 1 consists of 773 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately five years.
Thereafter, the interest rate will adjust annually for all the
group 1 mortgage loans based on an index plus a margin.

Approximately 97.8% of the mortgage loans have interest-only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $633,917,086 and the average
principal balance as of the cut-off date is $820,074.  The
weighted average original loan-to-value ratio is 67.9%. Cash-out
and rate/term refinance loans represent 47.00% and 37.31% of the
loan group, respectively.  The states that represent the largest
portion of mortgage loans are California (70.10%) and Illinois
(5.27%). All other states represent less than 5% of the loan pool.

Group 2 consists of 663 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately seven years.
Thereafter, the interest rate will adjust annually for all the
group 2 mortgage loans based on an index plus a margin.

Approximately 97% of the mortgage loans have interest-only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $572,083,530 and the average
principal balance as of the cut-off date is $862,871.  The
weighted average OLTV is 65.9%.  Cash-out and rate/term refinance
loans represent 44.92% and 37.43% of the loan group, respectively.
The states that represent the largest portion of mortgage loans is
California (68.82%), Florida (6.06%), and Washington (5.09%).  All
other states represent less than 5% of the loan pool.

Group 3 consists of 443 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately 10 years.  Thereafter,
the interest rate will adjust annually for all the group 3
mortgage loans based on an index plus a margin.

Approximately 97.9% of the mortgage loans have interest-only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $386,896,032 and the average
principal balance as of the cut-off date is $873,354.  The
weighted average OLTV is 63.1%. Cash-out and rate/term refinance
loans represent 43.24% and 35.82% of the loan group, respectively.
The states that represent the largest portion of mortgage loans
are California (69.95%) and New York (8.13%).  All other states
represent less than 5% of the loan pool.

Group 4 consists of 1,989 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately five years.
Thereafter, the interest rate will adjust annually for all the
group 4 mortgage loans based on an index plus a margin.
Approximately 82.7% of the mortgage loans have interest-only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $1,409,116,985 and the average
principal balance as of the cut-off date is $708,455.  The
weighted average OLTV is 69.9%. Cash-out and rate/term refinance
loans represent 36.81% and 25.20% of the loan group, respectively.
The states that represent the largest portion of mortgage loans
are California (64.00%) and Massachusetts (5.46%).  All other
states represent less than 5% of the loan pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The certificates are issued pursuant to a pooling and servicing
agreement dated July 1, 2006 among WaMu Asset Acceptance Corp., as
depositor, Washington Mutual Bank, as servicer, and LaSalle Bank
National Association, as trustee.  For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits.


WELLS FARGO: Fitch Assigns Low-B Ratings to 4 Certificate Classes
-----------------------------------------------------------------
Wells Fargo's mortgage pass-through certificates, series 2007-2,
are rated by Fitch Ratings:

Groups I & II:

   -- $1,072,273,840 classes I-A-1 through I-A-22, II-A-1, II-A-2,
      A-PO, and I-A-R senior certificates 'AAA';

   -- $23,890,000 class Cr-B-1 'AA';
   
   -- $6,111,000 class Cr-B-2 'A';
   
   -- $3,333,000 class Cr-B-3 'BBB';
   
   -- $2,223,000 class Cr-B-4 'BB';
   
   -- $1,666,000 class Cr-B-5 'B'.
   
Group III:
   -- $389,769,760 classes III-A-1 through III-A-6, and III-A-PO
senior certificates 'AAA';

   -- $7,603,000 class III-B-1 'AA';

   -- $800,000 class III-B-2 'A';
   
   -- $801,000 class III-B-3 'BBB';
   
   -- $400,000 class III-B-4 'BB';
   
   -- $400,000 class III-B-5 'B'.

The 'AAA' ratings on the Group I and Group II senior certificates
reflect the 3.50% subordination provided by the 2.15% class
Cr-B-1, the 0.55% class Cr-B-2, the 0.30% class Cr-B-3, the 0.20%
privately offered class Cr-B-4, the 0.15% privately offered class
Cr-B-5, and the 0.15% privately offered class Cr-B-6.  The ratings
on the class Cr-B-1, Cr-B-2, Cr-B-3, Cr-B-4, and Cr-B-5
certificates are based on their respective subordination.  Class
Cr-B-6 is not rated by Fitch.

The 'AAA' ratings on the Group III senior certificates reflect the
2.60% subordination provided by the 1.90% class III-B-1, the 0.20%
class III-B-2, the 0.20% class III-B-3, the 0.10% privately
offered class III-B-4, the 0.10% privately offered class III-B-5,
and the 0.10% privately offered class III-B-6.  The ratings on the
class III-B-1, III-B-2, III-B-3, III-B-4, and III-B-5 certificates
are based on their respective subordination.  Class III-B-6 is not
rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A.

Group I and Group II consist of 2,121 fixed interest rate, first
lien mortgage loans, with an original weighted average term to
maturity of approximately 30 years.  The aggregate unpaid
principal balance of the pool is $1,111,164,576 as of Feb. 1,
2007, and the average principal balance is $523,887.  The weighted
average original loan-to-value ratio of the loan pool is
approximately 72.03%; 2.25% of the loans have an OLTV greater than
80%.  The weighted average coupon of the mortgage loans is 6.389%,
and the weighted average FICO score is 742.  The states that
represent the largest geographic concentration are California
(36.98%), New York (7.11%), Maryland (6.19%), and Virginia
(5.51%).  All other states represent less than 5% of the
outstanding balance of the pool.

Group III consists of 698 fixed interest rate, first lien mortgage
loans, with an original WAM of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $400,174,309 as
of Feb. 1, 2007, and the average principal balance is $573,316.
The weighted average original loan-to-value ratio of the loan pool
is approximately 75.84%; 10.53% of the loans have an OLTV greater
than 80%.  The WAC of the mortgage loans is 5.989%, and the
weighted average FICO score is 755.  The states that represent the
largest geographic concentration are California (21.62%), New
Jersey (9.05%), Washington (8.36%), Illinois (6.93%), and Virginia
(6.36%).  All other states represent less than 5% of the
outstanding balance of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
two separate real estate mortgage investment conduit for federal
income tax purposes.


WELLS FARGO: Fitch Rates $2.8 Mil. Class B-5 Certificates at B
--------------------------------------------------------------
Fitch rates Wells Fargo mortgage asset-backed pass-through
certificates, series 2007-PA1:

   -- $677,576,739 classes A-1 to A-13, A-WIO, A-PO, and A-R
      (senior certificates) 'AAA';

   -- $26,046,000 class B-1 'AA';

   -- $6,512,000 class B-2 'A';

   -- $5,065,000 class B-3 'BBB';
   
   -- $3,256,000 class B-4 'BB'; and
   
   -- $2,894,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 6.35%
subordination provided by the 3.60% class B-1, the 0.90% class
B-2, the 0.70% class B-3, the 0.45% privately offered class B-4,
the 0.40% privately offered class B-5, and the 0.30% privately
offered class B-6.  The ratings on the class B-1, B-2, B-3, B-4,
and B-5 certificates are based on their respective subordination.
Class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A.

The transaction consists of one group of 2,403 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $723,520,492 as
of Feb. 1, 2007, and the average principal balance is $301,091.
The weighted average original loan-to-value ratio of the loan pool
is approximately 74.03%; 11.06% of the loans have an OLTV greater
than 80%.  The weighted average coupon of the mortgage loans is
6.684%, and the weighted average FICO score is 728.  The states
that represent the largest geographic concentration are California
(26.09%), New York (12.82%), and Florida (8.65%).  All other
states represent less than 5% of the outstanding balance of the
pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
two separate real estate mortgage investment conduit for federal
income tax purposes.


WESTWAYS FUNDING: Fitch Rates $77 Million Income Notes at BB
------------------------------------------------------------
Fitch assigns ratings to Westways Funding X, Ltd. and Westways
Funding X, Inc.

   -- $435,000,000 class A floating-rate senior notes, due
      Jan. 31, 2014 'AAA';

   -- $30,000,000 Class B floating-rate senior subordinate notes,
      due Jan. 31, 2014 'AA';

   -- $10,000,000 class LB senior subordinate loan interests, due
      Jan. 31, 2014 'AA';

   -- $30,000,000 class C floating-rate subordinate notes, due
      Jan. 31, 2014 'A';

   -- $10,000,000 class LC subordinate loan interests, due
      Jan. 31, 2014 'A';

   -- $30,000,000 class D floating-rate junior subordinate notes,
      due Jan. 31, 2014 'BBB';

   -- $10,000,000 class LD junior subordinate loan interests, due
      Jan. 31, 2014 2011 'BBB';

   -- $77,230,000 income notes, due Jan. 31, 2014 'BB'.


WILLIAM KENT LUTZ: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: William Kent Lutz
        Sandra Sue Lutz
        4330 Drake Road
        Cincinnati, OH 45243

Bankruptcy Case No.: 07-10792

Chapter 11 Petition Date: February 28, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: J. Vincent Aug Jr.

Debtor's Counsel: Eric W. Goering, Esq.
                  Goering & Goering
                  220 West Third Street, Third Floor
                  Cincinnati, OH 45202
                  Tel: (513) 621-0912

Total Assets: $2,029,139

Total Debts:  $1,992,719

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Express              Goods                      $48,311
P.O. Box 360001               * 373020263373000
Ft Lauderdale, FL
33336-0001

U.S. Bank                     Goods                      $47,902
P.O. Box 790408               * 5441-1340-2193-5690
Saint Louis, MO 63179-0408    * 5410-1426-0200-1441

CitiCards                     Goods                      $38,807
P.O. Box 6401                 * 5410658452377730
The Lakes, NV 88901           * 4018040139121998
                              * 5410658436025389

Bank of America (MBNA)        Goods                      $38,589
PO Box 15137                  * 5490994158029223
Wilmington, DE 198865137      * 5490995772119944
                              * 549099831148-0835
                              * 5490998311480835
                              * 532963199999-0896
                              * 5490995998130550
                              * 426429899758-2864

Chase                         Goods                      $36,570
P.O.  Box 15904               * 4253313300202044
Wilmington, DE 19886-5904     * 521150122233137

Fairfield Wyndham             .0076 interest in          $26,859
                              units 340-351
                              Fairfield Downtown
                              Condos
                              Value of security:
                              $15,000

First National Bank Omaha     Goods                      $15,946

Direct Merchants Bank         Goods                      $15,257

District Director IRS         Income Taxes               $14,745
                              0514,745.57
                              06 not filed

U.S. Bank                     Goods                      $14,370
                              * 4264298468060390

State of Ohio                 Income taxes               $11,607
Department of Taxation        031,800
                              044,182.63
                              055,625
                              06 not filed

Macys                         Goods                       $4,600
                              * 424584546091

Louise Lawn Care &            Service                     $3,512
Landscaping

Bill Varney Moving & Storage  Storage                     $3,300

Moeves Plumbing               Disputed claim              $2,214
                              on unsufficient
                              pump

University Club               Service                     $1,853

Nelson Brothers               Services                    $1,543

Capital One Bank              Goods                         $175


WM BOLTHOUSE: Poor Performance Cues S&P's Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings (including
its 'B+' corporate credit rating) on Bakersfield, California-based
Wm. Bolthouse Farms Inc. on CreditWatch with negative
implications.

"The CreditWatch placement follows weaker-than-expected fiscal
year-to-date results," said Standard & Poor's credit analyst
Alison Sullivan.

While sales grew 17% for the year-to-date Dec. 31, 2006 period,
EBITDA declined about 9% due to higher carrot production costs and
higher beverage input costs.  Revolver borrowing has also been
higher than anticipated due to an acquisition in August 2006.

"We had previously expected Bolthouse to reduce leverage to about
5x by fiscal year-end March 2007," said Ms. Sullivan.  "We believe
the company will be challenged to meet these expectations."

Standard & Poor's will review Bolthouse's operating and financial
plans with management before resolving the CreditWatch listing.
The ratings could be lowered or affirmed following the completion
of the review.


* Seneca Financial Relocates Offices to New York City
-----------------------------------------------------
Seneca Financial Group, Inc. reported after 14 years in Greenwich,
Connecticut, the relocation of its offices to New York City to
accommodate the company's increased activity.

The new office is located at 60 East 42nd Street, Suite 421 in New
York.  The telephone and fax numbers have also changed: Telephone:
(212) 286-7011 and Fax: (212) 286-7018.

"Coming to New York City reflects our ongoing commitment to
provide the highest degree of service and personal attention to
our clients," said James Harris, president and founder of Seneca
Financial Group.

Seneca Financial Group is a specialized investment-banking firm
focused on private and public corporate restructurings.  Seneca
is based in New York.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Accuray Inc             ARAY        (50)         144        3
AFC Enterprises         AFCE        (40)         157        4
Alaska Comm Sys         ALSK        (25)         562       13
AMR Corp.               AMR        (606)      29,145   (1,603)
Atherogenics Inc.       AGIX       (153)         132      146
Bare Essentials         BARE       (228)         156       54
Blount International    BLT        (105)         430      118
CableVision System      CVC      (5,289)       9,844     (763)
Centennial Comm         CYCL     (1,092)       1,422      112
Choice Hotels           CHH         (62)         303      (53)
Clorox Co.              CLX         (33)       3,624     (540)
Compass Minerals        CMP         (65)         706      165
Corel Corp.             CRE         (12)         130       31
Crown Holdings          CCK        (449)         918      190
Crown Media HL          CRWN       (449)         918      190
CV Therapeutics         CVTX        (46)         421      303
Dayton Superior         DSUP       (101)         322       82
Deluxe Corp             DLX         (66)       1,267     (462)
Denny's Corporation     DENN       (231)        N.A.     N.A.
Domino's Pizza          DPZ        (565)         380       11
Dun & Bradstreet        DNB        (396)       1,360     (161)
Echostar Comm           DISH       (219)       9,768    1,008
Embarq Corp             EQ         (468)       9,091     (241)
Emeritus Corp.          ESC        (115)         713      (34)
Empire Resorts          NYNY        (25)          61       (2)
Encysive Pharm          ENCY        (88)          69       33
Enzon Pharmaceutical    ENZN        (56)         404      150
Extendicare Real        EXE-U       (24)       1,315     (112)
Foamex Intl             FMXI       (404)         607       21
Gencorp Inc.            GY          (96)       1,021        4
Graftech International  GTI        (110)         906      349
HCA Inc                 HCA     (10,332)      23,611    2,502      
I2 Technologies         ITWO        (25)         190       17
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,846)       1,318       15
IMAX Corp               IMAX        (33)         243       84
Immunomedics Inc        IMMU        (24)          45       15
Indevus Pharma          IDEV       (133)          91       51
Investools Inc.         IEDU        (62)         132      (75)
J Crew Group Inc.       JCG         (55)         414      128
Koppers Holdings        KOP         (80)         649      162
Life Sciences           LSR         (25)         205       23
Ligand Pharm            LGND       (239)         232     (162)
Lodgenet Entertainment  LNET        (58)         263       20
McMoran Exploration     MMR         (18)         431      (27)
Mediacom Comm           MCCC        (95)       3,652     (266)
Navisite Inc.           NAVI         (4)         100       (9)
New River Pharma        NRPH        (65)         170      135
NPS Pharm Inc.          NPSP       (182)         237      150
ON Semiconductor        ONNN       (205)       1,417      268
Paetec Holding          PAET       (287)         238        7
Qwest Communication     Q        (1,445)      21,239   (1,506)
Radnet Inc.             RDNT        (79)         131       (2)
Regal Entertainment     RGC         (20)       2,469     (315)
Rural Cellular          RCCC       (540)       1,410      164
Rural/Metro Corp.       RURL        (89)         305       51
Savvis Inc.             SVVS       (138)         467       25
Sealy Corp.             ZZ         (152)       1,003       57
Sirius Satellite        SIRI       (389)       1,658     (258)
St. John Knits Inc.     SJKI        (52)         213       80
Sun-Times Media         SVN        (322)         905     (383)
Syntroleum Corp.        SYNM        (14)          44       32
Town Sports Int.        CLUB        (25)         417      (55)
Unisys Corp.            UIS         (64)       4,037      307
Weight Watchers         WTW         (68)       1,002      (82)
Western Union           WU         (315)       5,321      869
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (504)       3,620      920
XM Satellite            XMSR       (398)       1,841     (262)
Xoma Ltd.               XOMA        (38)          56       16

                             *********

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 ***