TCR_Public/070312.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 12, 2007, Vol. 11, No. 60

                             Headlines

360 GLOBAL: Case Summary & 38 Largest Unsecured Creditors
ADVA-LITE INC: Court OKs $4 Mil. DIP Financing on an Interim Basis
AIR AMERICA: Completes Sale of All Assets to Green for $4.25 Mil.
AMERICAN CELLULAR: Incurs $1.9 Mil. Net Loss in Yr. Ended Dec. 31
AMKOR TECH: Moody's Upgrades Corporate Family Rating to B2

ANNAMARIE WILLIAMSON: Voluntary Chapter 11 Case Summary
ATHENA CDO: Moody's Lifts Rating on $53 Mil. Senior Notes to Ba2
ATLANTIC MARINE: Likely Debt Increase Cues Moody's to Hold Ratings
AVESTOR: Bollore Discloses Interest in Buying Company
BANC OF AMERICA: Moody's Rates $11 Mil. Class P Certificates at B3

BEAR STEARNS: S&P Lifts Ratings on Class F Certs. to BBB from BB+
BOBCAT TRAILER: Case Summary & 20 Largest Unsecured Creditors
BOYD GAMING:  Earns $116.8 Million in Year Ended December 31
CALPINE CORP: Appoints Eric Gonzales as Senior VP for Marketing
CAREY ROAD: Case Summary & 20 Largest Unsecured Creditors

CENTENE CORPORATION: Launches $175 Million Senior Notes Offering
CENTENE CORP: Moody's Rates Proposed $175 Mil. Senior Notes at Ba3
CENTRAL PHX: Court Approves $28 Million Mortgages Ltd. Financing
CHARTER COMMS: Units Close Portion of $8.35 Billion Facilities
CHARTER COMMS: Unit Launches Cash Tender Offer for Senior Notes

CHEMED CORP: Earns $50.6 Million in Fiscal Year Ended Dec. 31
CHICAGO H&S: Case Summary & Seven Largest Unsecured Creditors
CINCINNATI BELL:  Dec. 31 Balance Sheet Upside-Down by $791 Mil.
CITIGROUP COMMERCIAL: Moody's Holds Ba3 Rating on Class L Certs.
CITIZENS BANKING: Earns $63 Million in Fiscal Year Ended Dec. 31

COMFORT ZONE: Case Summary & 20 Largest Unsecured Creditors
DAIMLERCHRYSLER AG: Chrysler Group to Recall Over 489,000 Vehicles
DAIMLERCHRYSLER: Chrysler Feb. Sales Outside North America Up 9%
DANA CORP: Completes Sale of Engine Biz to MAHLE for $97 Million
DEVELOPERS DIVERSIFIED: Launches $400 Million Notes Offering

DIRECT LIFE: A.M. Best Says Financial Strength is Fair
DIRECTV GROUP: Earns $356 Million in Quarter Ended December 31
DISTRIBUTED ENERGY: Forms Venture to Fund Power Resources Projects
DTN INC: Moody's Affirms B2 Rating and Revises Outlook to Positive
EASTGROUP PROPERTIES: Earns $29 Million in Fiscal Year 2006

EDDIE BAUER: Selects Spencer Stuart to Lead CEO Search
ENTEGRA TC: Moody's Rates Proposed $480 Million Facilities at B3
ENVIRONMENTAL COMFORT: Case Summary & 3 Largest Unsec. Creditors
FORD MOTOR: Mich. Court Orders Repayment of $80 Mil. to Navistar
FRIENDLY ICE CREAM: Moody's Affirms Corporate Family Rating at B3

FURNITURE BRANDS: May Not Comply with Covenants in March 31
FURNITURE BRANDS: Moody's Puts Ratings on Review and May Downgrade
GAP INC: Reports $910 Mil. in Net Sales for Period Ended March 3
GE COMMERCIAL: Fitch Holds B- Rating on $2 Mil. Class O Certs.
GENERAL MOTORS: Directors Approved Bylaws Amendments

GENERAL NUTRITION: Prices Offering of $410 Million Senior Notes
GMAC COMMERCIAL: Moody's Junks Rating on $10 Mil. Class L Certs.
GREAT REPUBLIC: A.M. Best Says Financial Strength is Weak
GREENLEE ENTERPRISES: Case Summary & 20 Largest Unsec. Creditors
GREENWICH CAPITAL: Fitch Rates $8.2 Mil. Class Q Certs. at B-

GSAMP TRUST 2007-FM2: Moody's Rates Class B-2 Certificates at Ba2
GSAMP TRUST 2007-HE1: Moody's Rates Class B-2 Certificates at Ba2
GSAMP TRUST 2007-NC1: Moody's Rates Class B-2 Certificates at Ba2
HEALTH CARE: Moody's Lifts Pref. Stock's Rating to Baa3 from Ba1
HIENERGY TECHNOLOGIES: To File for Bankruptcy in California

HOLLINGER INC: Ravelston Corp. Pleads Guilty to Diversion of Funds
HSI ASSET: Fitch Rates $16.1 Mil. Class M-10 Certificates at BB+
INGRAM MICRO: Earns $265 Million in Year Ended December 31
INGRAM MICRO: Expects $33 Million Commercial Tax Charges in Brazil
INTERBATH INC: Case Summary & 40 Largest Unsecured Creditors

J.P. MORGAN: Moody's Rates $14 Mil. Class L Certificates at Ba3
J.S. II: Files for Chapter 11 Protection in Illinois
J.S. II: Case Summary & 67 Largest Unsecured Creditors
KENNETH VASILE: Voluntary Chapter 11 Case Summary
LANDRETH LUMBER: Case Summary & 29 Largest Unsecured Creditors

LEVEL 3: Gets Requisite Consents for 10-3/4% & 11.5% Senior Notes
LIBERTY TAX: Says Peachtree Partners Offering is Inadequate
LONGHORN CDO: Moody's Cuts Rating on Class C Notes to B3 from Ba3
LUBEAR LLC: Case Summary & Four Largest Unsecured Creditors
LYNX 2002: Moody's Junks Rating on $20 Mil. Class D Floating Notes

MERRILL LYNCH: S&P Lifts Rating on Class G Certs. to BB- from B-
MERRILL LYNCH: S&P Upgrades Rating on Class F Certificates
MICHAEL GOLDSTEIN: Case Summary & 20 Largest Unsecured Creditors
MOVIE GALLERY: Completes $900 Million Goldman Sachs Refinancing
MV PIPELINE: Case Summary & 16 Largest Unsecured Creditors

NEWCOMM WIRELESS: Hires Martinez Odell as Special Counsel
NORTEL NETWORKS: Subsidiary Obtains Default Waiver from Lender
ON TOP COMMS: Court Approves Asset Sale to Educational Media
ON TOP COMMS: Gets Court Approval to Use Cash Collateral
PEMMICAN INC: Voluntary Chapter 11 Case Summary

PINNACLE POINT: Case Summary & Three Largest Unsecured Creditors
PIONEER NATURAL: Moody's Rates Pending $500 Million Notes at Ba1
PLAINS EXPLORATION: Moody's Holds Corporate Family Rating at Ba2
POE FINANICAL: Hires Johnson & Holwell PLLC as Accountants
PROVIDENT CAPITAL: Fitch Lifts Stock's Rating to BBB- from BB+

QUENTIN SHORTES: Case Summary & Eight Largest Unsecured Creditors
RADNOR HOLDINGS: U.S. Trustee Balks at Request for Turnaround Mgr.
RAVELSTON CORP: Pleads Guilty to Diversion of Funds
ROYAL & SUNALLIANCE: A.M. Best Says Financial Strength is Marginal
SAGHI TEHRANI: Voluntary Chapter 11 Case Summary

SAKS INC: Comparable Store Sales Ups 24.7% in Period Ended Mar. 3
SANTA FE: Court Extends Time to File Chapter 11 Plan to March 14
SHEKINAH GLORY: Case Summary & 16 Largest Unsecured Creditors
SHREVEPORT DOCTORS: Chapter 11 Reorganization Back to Shreveport
SOMAN PHILIPS: Voluntary Chapter 11 Case Summary

ST. AUGUSTINE: Case Summary & 14 Largest Unsecured Creditors
STAM LTD: Case Summary & 40 Largest Unsecured Creditors
STINSON HOSPITALITY: Files for CCAA Protection with Dominion Club
STRUCTURED ASSET: Moody's Downgrades Bonds' Rating to Ba1 from A2
SWEETSKINZ HOLDINGS: Organizational Meeting Scheduled Tomorrow

TITANIUM METALS: Earns $274.4 Million in Year Ended December 31
TRIBUNE CO: Does Not Intend To Sell Remaining Newspapers
TRUMP ENTERTAINMENT: Mulls Possible Sale of the Company, WSJ Says
TY MILLSAP: Voluntary Chapter 11 Case Summary
VALASSIS COMMS: Earns $51.3 Million in Fiscal Year Ended Dec. 31

VONAGE HOLDINGS: Won't Go Out of Business Despite Verdict
WERNER LADDER: Bidding Procedures Hearing Moved to March 20
WERNER LADDER: Wants Exclusive Plan Filing Period Moved to May 17
ZAUSA/DIAMOND LLC: Case Summary & 3 Largest Unsecured Creditors

* BOND PRICING: For the week of March 5 -- March 9, 2007

                             *********

360 GLOBAL: Case Summary & 38 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 360 Global Wine Company
        A. John A. Bryan Jr., CEO
        c/o The Watley Group, LLC
        1801 Century Park East, Suite 1830
        Los Angeles, CA 90067

Bankruptcy Case No.: 07-50205

Debtor-affiliate filing separate chapter 11 petition:

      Entity                         Case No.
      ------                         --------
      360 Viansa, LLC                07-50206

Type of Business: The Debtors are small, diversified marketers of
                  wine and alcoholic beverages.
                  See http://www.360wines.com/

Chapter 11 Petition Date: March 7, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Brett A. Axelrod, Esq.
                  Beckley Singleton, Chartered.
                  530 Las Vegas Boulevard South
                  Las Vegas, NV 89101
                  Tel: (702) 385-3373
                  Fax: (702) 385-9447

                        Total/Estimated   Total/Estimated
                             Assets         Liabilities
                        ---------------   ---------------
      360 Global Wine   $43,000,000       $39,000,000
      Company

      360 Viansa, LLC   $1 Million to     $1 Million to
                        $100 Million      $100 Million

A. 360 Global Wine Co.'s 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Unique Fidelity Engineering Ltd.                         $644,000
Suites 2302-3, 23rd Floor
Great Eagel Centre
23 Harbour Road
Wanchai, Hong Kong

Arch Angel Fund-London                                   $574,416
38 Hertford St.
London, W1J 7SG

Bryan Cave LLP                                           $550,500
2020 Main Street, Suite 600
Irvine, CA 92614

Dirt Farmer and Company                                  $437,072
9725 Los Guilicos Avenue
Kenwood, CA 95452

Serres Ranch                                             $415,794
16060 Sonma Highway
Sonoma, CA 95476

United Parcel Service                                    $400,885
P.O. Box 894820
Los Angeles, CA 90189

New Vine Logistics                                       $367,270
830 Latour Court, Suite A
Sonoma, CA 95476

Santo Giordano Vineyards          Grape Grower           $306,700
25700 Arnold Drive
Sonoma, CA 95476

Longview Fund, L.P.                                      $285,908
[no address provided]

Longview Equity Fund, L.P.                               $265,469
[no address provided]

St. Burnett Vineyard Co.                                 $257,600
14831 Chalk Hill Road
Healdsburg, CA 95448

State Board of Equalization                              $230,988

Jenkens Gilchrist                                        $223,753
Parker Chapin, LLP

Diana M. Burnett Family Trust                            $212,114

Settineri                                                $208,210

BATF Excise Tax                    Excise Tax            $155,508

Ceja Vineyards                     Grape Grower          $152,000

Steve Gropp                                              $143,013

Bean Stalk Corp.                                         $135,000

B. 360 Viansa, LLC's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Dirt Farmer & Company                                    $437,072
P.O. Box 638
9725 Los Guilicos Avenue
Kenwood, CA 95452

Serres Ranch                                             $415,794
16060 Sonoma Highway
Sonoma, CA 95476

United Parcel Service                                    $400,885
P.O. Box 2431
Carol Stream, IL 60132-2431

New Vine Logistics Inc.                                  $367,270
830 Latour Court, Suite A
Sonoma, CA 95476

Santo Giordano Vineyards                                 $306,700
25700 Arnold Drive
Sonoma, CA 95476

State Board of Equalization                              $292,137
P.O. Box 942879
Sacramento, CA 94279-8064

S.T. Burnett Vineyard Co.                                $257,600
14831 Chalkhill Road
Healdsburg, CA 95448

Diana M. Burnett Family Trust                            $212,114

BATF Excise Tax                    Excise Tax            $155,508

Ceja Vineyards                     Grape Grower          $152,000

G.E. Capital Corp.                                       $118,259

County of Sonoma Tax                                     $102,278

Mellon U.S. Leasing                                       $70,888

Juliana Vineyards                                         $66,294

Packaging Plus                                            $63,492

Kuehne & Nagel, Inc.                                      $57,439

Chubb Group of Insurance Co.                              $48,355

Saxco Demptos, Inc.                                       $47,484

LaBella Party Rental Co.                                  $45,209


ADVA-LITE INC: Court OKs $4 Mil. DIP Financing on an Interim Basis
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Adva-
Lite Inc. and its debtor-affiliates authority, on an interim
basis, to obtain up to $4 million in debtor-in-possession
financing from its prepetition lenders.

As of their bankruptcy filing, the Debtors disclose that they owe
their prepetition lenders these amounts:

     Description             Amount
     -----------             ------
     Revolving Loans      $5.9 million

     Term Loan A          $11.0 million

     Term Loan B          $10.9 million

     Term Loan D-1        $5.0 million

     Term Loan D-3        $10.0 million
     ----------------------------------
     Total                $43.8 million

To maximize value of their operations and preserve other benefits
of stakeholders, the Debtors decided to sell their business as a
going concern.  

In this regard, the Debtors have obtained a commitment from the
Revolving Loan Lenders, the Term Loan A Lenders, and the Term Loan
B Lenders to provide secured postpetition financing to the
Debtors.  

                      Corvest Purchase Offer

The Debtors disclosed that they received an offer for the purchase
of all of their assets from Corvest SPV LLC, an affiliate of
Ableco Finance LLC, pursuant to an asset purchase agreement dated
Feb. 28, 2007.

Corvest proposes to buy the assets in exchange for the:

   a) assumption of the debtor-in-possession obligations to the
      debtor-in-possession financing lenders and certain specified
      contracts, leases, trade creditor obligations;

   b) payment of $500,000 in cash to the Debtors for the
      benefit of their estates, plus $100,000 to fund
      administrative expenses of the estates; and

   c) satisfaction of the claims of the Term D Prepetition Lenders
      through the issuance of 15% of the equity of Corvest up to
      a maximum value of $5,000,000.

                          DIP Agreement

Pursuant to a DIP Financing Agreement dated Feb. 28, 2007, the
Debtors will obtain from the DIP Lenders cash advances and other
extensions of credit in an aggregate principal amount of:

   a) on the interim basis, up to $4 million
      plus the prepetition Revolving Loan Obligation; and

   b) on a final basis, the initial DIP facility plus
      an amount sufficient to pay the Term Loan A
      Obligations and the Term Loan B Obligations.

The interest rate on all revolving loans will be calculated at the
greater of:

   -- the Bank of New York prime rate plus 0.875%; or
   -- 5.25%.

The interest rates on Term Loan A and Term Loan B will be
calculated at the greater of:

   -- the Bank of New York prime rate plus 2.625%; or
   -- 7.0%.

Additionally, under the DIP Financing Agreement, these fees will
be incurred:

   * an unused line fee in an amount equal to 0.5% per annum times
     the excess, if any, of the Total Revolving Credit Commitment
     over the sum of the average principal amount of all Revolving
     Loans that were outstanding during the immediately preceding
     Month; and

   * a quarterly Loan Servicing Fee of $25,000.  

No commitment fees, closing fees or success fees were imposed by
the DIP Credit Agreement.

To secure all postpetition obligations due to the DIP Lenders
by the Debtors, the Debtors will grant to the DIP Lenders a
lien with priority and senior to all other liens, other than
validly perfected prepetition liens that would otherwise
be senior and prior to the DIP Liens, on all of the Debtors'
assets.

The Debtors will use the DIP Facility for their general operation
and working capital needs and other business purposes in the
ordinary course, pursuant to a 13-week budget, a copy of which is
available for free at http://researcharchives.com/t/s?1b09

                       About Adva-Lite Inc.

Headquartered in Largo, Fla., Adva-Lite Inc., together with
Corvest Promotional Products Inc., and four other affiliates,
sought chapter 11 protection on February 28, 2007 (Bankr. D. Del.
Case Nos. 07-10264 through 07-10271).  The four affiliates filing
separate chapter 11 petitions are Toppers LLC, CGI Inc., It's All
Greek To Me Inc., and Corvest Group Inc.                        

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.

Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young
Conaway Stargatt & Taylor LLP represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in the Debtors' case to date.  When
Adva-Lite sought protection from its creditors, it listed assets
and debts between $1 million to $100 million.


AIR AMERICA: Completes Sale of All Assets to Green for $4.25 Mil.
-----------------------------------------------------------------
An investment group led by Stephen L. Green completed the purchase
of Air America Radio last week for $4.25 million, the Union-
Tribune reports citing the Associated Press.

In a statement, Mr. Green said, "I'm a businessman used to making
money and Air America will be no exception."

"Air America is a great idea and iconic name, but it's also been
an underperforming asset with unrealized potential," Mr. Green
continued.

AS reported in the Troubled Company Reporter on Feb. 21, 2007, the
U.S. Bankruptcy Court for the Southern District of New York
approved the sale of Air America the investment group.  Under the
Court-approved purchase plan, Green-controlled investment entity
Green Family Media LLC would repay the $3.25 million the Debtor
has borrowed since October, provide $500,000 in cash, and repay
$526,000 owed on the Debtor's lease of its corporate headquarters
in New York.  

Air America Radio, aka Piquant LLC -- http://www.airamerica.com/
-- is a full-service radio network and program syndication service
in the United States.  The network features discussion and
information programs reflecting a liberal, left wing, or
progressive point of view.  Air America filed a voluntary Chapter
11 petition on Oct. 13, 2006 (Bankr. S.D.N.Y. Case No: 06-12423)
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for bankruptcy, it
disclosed total assets of approximately $4.3 million and total
debts of over $20 million.


AMERICAN CELLULAR: Incurs $1.9 Mil. Net Loss in Yr. Ended Dec. 31
-----------------------------------------------------------------
American Cellular Corp. reported in its annual report on Form
10-K filed with the Securities and Exchange Commission a net loss
of $1.94 million on total operating revenues of $518.48 million
for the year ended Dec. 31, 2006.  The company had a net loss of
$4.66 million on total operating revenues of $489.56 million for
the year ended Dec. 31, 2005.

As of Dec. 31, 2006, the company's balance sheet showed
$1.75 billion in total assets, $1.33 billion in total liabilities,
resulting to $422.3 million in total stockholders' equity.  The
company's December 31 balance sheet also showed $52.24 million in
accumulated deficit.

The company's balance sheet also showed strained liquidity with
$97.55 million in total current assets available to pay
$111.22 million in total current liabilities coming due within the
next 12 months.

Cash and cash equivalents as of Dec. 31, 2006, were
$36.45 million, as compared with $76.61 million as of Dec. 31,
2005.

A full-text copy of the company's annual report for 2006 is
available at http://ResearchArchives.com/t/s?1b03

                   About American Cellular Corp.

American Cellular Corp. provides wireless communications
services in rural and suburban United States.  American Cellular
Corporation and ACC Holdings, LLC are owned by Dobson
Communications Corp. -- http://www.dobson.net/--   
(Nasdaq:DCEL).

                           *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Standard & Poor's Ratings Services assigned a 'B-' rating, the
same as the corporate credit rating, and '3' recovery rating to
American Cellular Corp.'s proposed $850 million senior secured
credit facilities, indicating expectations for a meaningful
(50%-80%) recovery of principal in the event of a payment default.


AMKOR TECH: Moody's Upgrades Corporate Family Rating to B2
----------------------------------------------------------
Moody's Investors Service upgraded Amkor Technology, Inc.'s
corporate family rating to B2 from Caa1, the long-term debt
ratings and the SGL rating.  The ratings outlook is stable.

"The rating actions reflect Amkor's continuing progress in the
remediation of the material weaknesses that were uncovered as a
result of last year's internal investigation involving Amkor's
historical stock option practices," commented Moody's Vice
President & Senior Analyst Gregory Fraser, CFA.

"The upgrade also signals that Moody's concerns surrounding the
accuracy of the company's financial reporting, processes and
controls and internal oversight have diminished.  The ratings
upgrade takes into account the company's continued improvement in
operating performance, enabling Amkor to sufficiently absorb the
higher costs associated with the investigation, remediation and
increased legal services," Mr. Fraser added.

Nevertheless, corporate governance concerns including lingering
risks of regulatory action and legal costs above and beyond D&O
insurance coverage related to historical options practices and
insider trading allegations could constrain future upgrades.

The upgrade recognizes that the 2006 industry upturn coupled with
growing demand for Amkor's advanced packaging, wafer bumping and
wafer level processing solutions have alleviated liquidity
concerns as margins have expanded resulting in financial leverage
improvement and positive free cash flow generation for the fifth
consecutive quarter.  

With over $245 million of cash balances and expectations of free
cash flow generation in 2007, we believe Amkor has sufficient
liquidity to retire the $142 million convertible note maturing
March 15, 2007 and $88 million senior note maturing Feb. 15, 2008.
The rating action also acknowledges improved financial flexibility
as there are no significant debt maturities until the 2010-11
timeframe and reflects Moody's expectations of further capital
structure improvements and interest expense reductions in 2007.

The stable outlook reflects Moody's expectations that Amkor will
demonstrate stable to improving credit protection measures as a
result of better operating and financial discipline plus a
favorable business environment for OSAT services over the
intermediate term despite near term market softness for packages
supporting the mobile handset market.  It also reflects Moody's
expectations that Amkor will provide further proof of execution on
the management of its financial controls and internal oversight
processes.

These ratings were upgraded:

   * Corporate Family Rating to B2 from Caa1

   * Probability of Default Rating to B2 from Caa1

   * $300 million Guaranteed Senior Secured 2nd Lien Term Loan due
     2010 to Ba2, LGD-1, 8% from B1

   * $1,162 million Senior Unsecured Notes with various maturities
     to B2, LGD-3, 47% from Caa1

   * $22 million 10.5% Senior Subordinated Notes due 2009 to Caa1,
     LGD-5, 78% from Caa2

   * $190 million 2.5% Convertible Senior Subordinated Notes due
     2011 to Caa1, LGD-5, 88% from Caa3

   * $142 million 5.0% Convertible Subordinated Notes due 2007 to     
     Caa1 from Caa3

Speculative Grade Liquidity Rating to SGL-2 from SGL-3

These rating will be withdrawn upon repayment of the note:

   * $142 million 5.0% Convertible Subordinated Notes due 2007 --
     Caa1

Chandler, AZ-based Amkor Technology, Inc. is one of the largest
providers of contract semiconductor assembly and test services for
integrated semiconductor device manufacturers as well as fabless
semiconductor operators.  Revenues for the twelve months ended
December 2006 were $2.7 billion.


ANNAMARIE WILLIAMSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Annamarie Williamson
        2188 Hillside Avenue
        Walnut Creek, CA 94597
        Tel: (925) 465-5817

Bankruptcy Case No.: 07-40701

Chapter 11 Petition Date: March 8, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: Kenneth Bauer, Esq.
                  500 Ygnacio Valley Road, Suite 300
                  Walnut Creek, CA 94596
                  Tel: (925) 945-7945
                  Fax: (925) 940-9632

Estimated Assets: Unknown

Estimated Debts:  Less than $50,000

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


ATHENA CDO: Moody's Lifts Rating on $53 Mil. Senior Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded these notes issued by Athena
CDO, Limited:

   * The $53,000,000 Second Priority Senior Secured Notes Due 2010

      -- Prior Rating: B1 (on watch for possible upgrade)
      -- Current Rating: Ba2

According to Moody's, the rating action is the result of
improvement in par coverage of the notes.


ATLANTIC MARINE: Likely Debt Increase Cues Moody's to Hold Ratings
------------------------------------------------------------------
Moody's Investors Service has affirmed Atlantic Marine Holding
Company's ratings, Corporate Family Rating of B1, in consideration
of the company's plan to increase borrowings under its senior
secured credit facilities primarily to redeem preferred stock and
make a cash distribution to common shareholders.  

The ratings outlook is stable.

In March 2007, Atlantic Marine announced that it plans to amend
its senior secured credit facility to increase the size of its
term loan by $50 million to a total of $170 million.  The
company's revolving credit facility, which is currently un-drawn,
will be unchanged at $40 million.  Proceeds from the increased
term loan facility, along with use of cash balances, will be used
to finance the redemption of about $62 million of preferred stock
as well as a $7 million dividend to common shareholders.  The
increase in debt will have a negative impact on the company's
credit metrics.  Improved earnings over the past six months and a
strong demand outlook for 2007 mitigate the increase in both pro
forma and near term projected leverage sufficient to maintain the
current rating.

However, Moody's is concerned that this transaction may be
illustrative of an aggressive financial policy to be employed by
equity sponsor J.F. Lehman and Company which, if repeated, suggest
an impediment to rapid debt reduction and higher financial risk.

The ratings, which were originally assigned in July 2007 in
connection with the refinancing relating to the leveraged
acquisition by JFL, continue to reflect Atlantic Marine's small
revenue base, concentration of sales in one service business with
a large portion of that business derived from the U.S. Government,
and volatility in sales levels, operating margins, and cash flow
generation inherent in the company's business.

The ratings positively consider relatively modest debt relative to
earnings levels, resulting in credit metrics that are still
appropriate for the B1 rating despite the increase in debt
associated with the leveraged repayment of preferred and common
equity.  Moody's also cites positive demand characteristics in the
U.S. government and commercial ship repair sector as being further
supportive of the ratings.

The stable rating outlook reflects Moody's expectations for stable
to improving near-term operating margins and robust revenue growth
levels in a continued strong operating environment over the next
12-18 months.  Moody's expects that the Atlantic Marine should
generate at least $10 million of free cash flow through 2008. But,
free cash is expected to be neutral or negative in 2007 due to
increased working capital requirements anticipated for a ramp-up
on commercial contracts.  This should result in modest debt
reduction per prescribed cash sweep provisions over that period.

Ratings or their outlook could be subject to upward revision if
the company were to successfully grow its revenue levels to over
$500 million annually without substantial increase in debt levels
or business risk, while diversifying its customer base and
maintaining operating margins at greater than 15%.  In the absence
of the demonstration of such a managed growth scenario, a ratings
upgrade or positive outlook would require a material reduction in
debt levels to leverage of less than 3.0x, with stable margins
demonstrated through market cycles, and steady free cash flow
generation in excess of 10% of total debt.

Conversely, ratings or their outlook could be lowered if operating
results were to face unexpected deterioration, or if the company
were to increase debt for any reason, particularly if ownership
were to authorize further large levered distributions, such that
Debt/EBITDA were to increase to over 5 times, if EBIT/interest
were to fall below 1.7x, or if free cash flow were to become
negative for a prolonged period with a corresponding erosion in
liquidity.

These ratings have been affirmed:

   * Senior secured credit facilities of B1, LGD3, 36%
   * Corporate Family Ratings of B1
   * Probability of Default rating of B2.

Atlantic Marine Holding Company, headquartered in Jacksonville,
Florida, is a provider of ship maintenance, repair, overhaul, and
conversion services for U.S. Navy, government, commercial, and
offshore oil and gas industry vessels.  The company operates two
full service shipyards in Jacksonville, Florida, and Mobile,
Alabama, as well as a third smaller facility at Naval Station
Mayport, Florida.


AVESTOR: Bollore Discloses Interest in Buying Company
-----------------------------------------------------
Bollore disclosed last week that it was buying Canadian rival
Avestor, UK Department of Trade and Industry's Automotive Unit
disclosed in its website citing French media reports.

Employees working at Avestor's Montreal plant will work for a new
entity called BatsCap which is 95% owned by Bollore and 5% by the
French energy group EDF, the website further relates.

After the acquisition Avestor will focus on the development of
batteries for electric vehicles from just simply a battery
supplierto the telecommunications sector.

In October 200, Avestor a Notice of Intention with the Office of
the Superintendent of Bankruptcy in Montreal, with a view to
making a Proposal to its creditors.  Avestor disclosed that though
it had invested in the development of a battery that could be
marketed profitably, it was still unable to reach the break-even
point.  Avestor said that despite a year of active searching, it
failed to attract new industrial and financial partners to
replaces its previous investors and was no longer able to continue
operations.

Avestor is being assisted through the process by trustees RSM
Richter Inc.

AVESTOR -- http://www.avestor.com/-- holds several hundreds of  
patents or patents pending covering dozens of inventions in the
Lithium-Metal-Polymer technology.


BANC OF AMERICA: Moody's Rates $11 Mil. Class P Certificates at B3
------------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Banc of America Commercial Mortgage Trust,
Series 2007-1:

   -- Class A-1, $57,000,000, rated Aaa
   -- Class A-2, $293,000,000, rated Aaa
   -- Class A-3, $444,000,000, rated Aaa
   -- Class A-AB, $68,473,000, rated Aaa
   -- Class A-4, $698,700,000, rated Aaa
   -- Class A-1A, $640,477,000, rated Aaa
   -- Class XW, $3,145,214,397*, rated Aaa
   -- Class A-MFX, $214,521,000, rated Aaa
   -- Class A-MFL, $100,000,000, rated Aaa
   -- Class A-J, $259,480,000, rated Aaa
   -- Class B, $27,521,000, rated Aa1
   -- Class C, $35,383,000, rated Aa2
   -- Class D, $27,521,000, rated Aa3
   -- Class E, $39,315,000, rated A2
   -- Class F, $39,315,000, rated A3
   -- Class G, $35,384,000, rated Baa1
   -- Class H, $35,384,000, rated Baa2
   -- Class J, $39,315,000, rated Baa3
   -- Class K, $7,863,000, rated Ba1
   -- Class L, $11,795,000, rated Ba2
   -- Class M, $7,863,000, rated Ba3
   -- Class N, $3,931,000, rated B1
   -- Class O, $7,863,000, rated B2
   -- Class P, $11,795,000, rated B3
   -- Class Q, $39,315,397, rated NR

* Approximate notional amount

Moody's has withdrawn the provisional ratings of these classes of
certificates:

   -- Class A-JFL, $0, WR
   -- Class XC, 3,180,045,686*, WR


BEAR STEARNS: S&P Lifts Ratings on Class F Certs. to BBB from BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C and F commercial mortgage pass-through certificates from
Bear Stearns Commercial Mortgage Securities Inc.'s series 1999-C1.
Concurrently, the ratings on classes A-1, A-2, B, and X from the
same transaction were affirmed.

The raised and affirmed ratings reflect the stable performance of
the seasoned pool, the defeasance of $129.7 million (30%) of the
pool's collateral, and credit enhancement levels that provide
adequate support through various stress scenarios.

As of the Feb. 14, 2007, remittance report, the collateral pool
consisted of 106 loans and one REO asset with an aggregate balance
of $395.3 million, down from 113 loans with a balance of
$478.0 million at issuance.

The master servicer, Wachovia Bank N.A., provided year-end
2005 and interim-2006 financial statements for 92% of the pool,
excluding the defeased collateral.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 2.11x for
the pool, up from 1.71x at issuance.  All of the loans in the pool
are current, except for the aforementioned REO asset, which is the
only asset with the special servicer.  A $1.6 million appraisal
reduction amount is in effect for the asset.  To date, the trust
has reported one loss totaling $3.0 million.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $75.7 million (19%).  The weighted average
DSC for the top 10 loans is 2.10x, up from 1.74x at issuance.  The
increase in DSC resulted from increased net cash flow of 15% or
more since issuance for six of the top 10 loans.  One of the top
10 loans is on the watchlist and is discussed below.  

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

Wachovia reported a watchlist of 14 loans with an aggregate
outstanding balance of $44.1 million.  The largest loan on the
watchlist and ninth-largest loan in the pool, Hyde Park Office
Condominiums, is secured by a 63,393-sq.-ft. office complex in
Doylestown, Pennsylvania.  The loan was placed on the watchlist
due to low DSC and occupancy.  Year-end 2005 DSC was 1.18x and
occupancy was 58%.  As of Sept. 30, 2006, the DSC was 0.66x and
occupancy was 95%.  Occupancy improved to 95% after a new tenant
leased 21,376 sq. ft. on a month-to-month basis while negotiating
a longer-term lease.

The only asset with the special servicer, Capmark Finance Inc.,
is 1509 Glen Avenue Associates, with a total exposure of
$4.6 million.  The property is a 77,700-sq.-ft. warehouse/office
building, built in 1997 in Moorestown, New Jersey, which is
approximately 10 miles east of Philadelphia.  The loan was
transferred to the special servicer in May 2004 for payment
default and became REO in July 2005.  An ARA of $1.6 million is in
effect.  Capmark is currently negotiating a sale for this property
with a prospective buyer.

Standard & Poor's stressed the loans on the watchlist, along with
the other loans with credit issues, as part of its pool analysis.
The resultant credit enhancement levels support the raised and
affirmed ratings.

                          Ratings Raised
   
                     Bear Stearns Commercial
                     Mortgage Securities Inc.

                 Commercial Mortgage Pass-Through
                   Certificates Series 1999-C1

                       Rating
                       ------
          Class     To        From   Credit enhancement
          -----     --        ----   ------------------
          C         AA+       AA-    15.80%
          F         BBB       BB+    5.52%
   
                         Ratings Affirmed
   
                     Bear Stearns Commercial
                     Mortgage Securities Inc.

                 Commercial Mortgage Pass-Through
                   Certificates Series 1999-C1

              Class     Rating   Credit enhancement
              -----     ------   -----------------
              A-1       AAA      26.38%
              A-2       AAA      26.38%
              B         AAA      20.33%
              X         AAA      N/A
                 
                      N/A -- Not applicable.


BOBCAT TRAILER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bobcat Trailer Company, Inc.
        aka Bobcat Trailer Co., Inc.
        aka Nationwide Trailer Co.
        P.O. Box 968
        Lebanon, MO 65536

Bankruptcy Case No.: 07-60274

Type of Business: The Debtor manufactures trailers.
                  See http://www.boat-trailer.com/

Chapter 11 Petition Date: March 8, 2007

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Taskmaster Components         Open Account              $133,938
510 Kendall Street
Sikeston, MO 63801

Horizon Energy LLC            Open Account               $92,571
121A West Commercial
Lebanon, MO 65536

Lake Steel & Supply           Open Account               $89,449
6501 South Spoede Lane
Warrenton, MO 63383

American Express              Credit Card                $76,863

Sonali Castings Inc.          Open Account               $51,735

Sedalia Steel                 Open Account               $41,712

Hanna Steel Corporation       open Account               $34,378

Prolamsa Inc.                 Open Account               $33,013

Quality Trailer Products      Open Account               $30,496

Missouri Employers Mutual     Lawsuit                    $26,670
Insurance Company

TH Rogers Lumber              Open Account               $23,955

Vernon & Sons                 Open Account               $19,076

AAAA Quality Galvanizing      Open Account               $18,758

Dutton-Lainson Company        Open Account               $16,894

Cequent Trailer Products      Open Account               $15,808

Lebanon Ready Mix             Open Account               $15,556

MTSPC Inc-Fulton Performance  Open Account               $15,219


BOYD GAMING:  Earns $116.8 Million in Year Ended December 31
------------------------------------------------------------
Boyd Gaming Corp. reported net income of $116.8 million for the
year ended Dec. 31, 2006, compared with net income of
$144.6 million for the year ended Dec. 31, 2005.  

The 2006 year-end results include a $68.6 million pre-tax loss,
classified as part of discontinued operations, related to the
disposition of the South Coast Hotel and Casino which was sold on
Oct. 25, 2006.  Pursuant to the adoption of SFAS No. 123R, Share-
Based Payment, on Jan. 1, 2006, the company recorded $20.8 million
of share-based compensation expense in the 2006 calendar year;
there was no such expense recorded for the previous year.

Net revenues were $2.192 billion for the year ended Dec. 31, 2006,
slightly higher than net revenues of $2.161 billion in 2005.  

Income from continuing operations for the year ended
Dec. 31, 2006, was $161.3 million, compared with income from
continuing operations of $164.4 million for the year ended
Dec. 31, 2005.

                       Fourth Quarter Results

Fourth quarter 2006 income from continuing operations was
$55.6 million, compared with $25.8 million in the same period in
2005.  Including discontinued operations from Barbary Coast and
South Coast, the company reported net income for the fourth
quarter of 2006 of $56.3 million, compared to net income of
$22.9 million for the same period in 2005.  

Net revenues were $520.8 million for the fourth quarter 2006, a
decrease of 4.2% from net revenues of $543.9 million in the same
quarter in 2005.

Keith Smith, President and Chief Operating Officer of Boyd Gaming,
commented, "In the Las Vegas Locals business, we saw significant
improvement in the fourth quarter financial performance, as we
nearly matched the results from last year's comparable quarter.
Downtown was again impressive, equaling the previous year's record
performance.  Our Central Region business was steady, taking into
account continued normalization of the Treasure Chest operation,
while Blue Chip posted strong results with gains in both net
revenues and Adjusted EBITDA."

At Dec. 31, 2006, the company's balance sheet showed
$3.901 billion in total assets, $2.791 million in total
liabilities, and $1.109 billion in total stockholders equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1af7

                   Liquidity & Capital Resources

Net cash provided by operating activities during 2006 was
$419.5 million, compared to net cash provided by operating
activities of $419.9 million during 2005.

Cash paid for capital expenditures on major projects and land
acquisitions for the year ended Dec. 31, 2006, included the
following:

  -- South Coast hotel and casino expansion project, the majority
     of which was substantially complete on Oct. 25, 2006, the
     date on which it was sold;
  
  -- Acquisition of North Las Vegas land;
  
  -- Acquisition of land and building for the company's new
     corporate office;

  -- Hurricane restoration costs at Delta Downs;
  
  -- The new Blue Chip vessel that opened in January 2006; and

  -- Echelon Place.

Spending on these and other expansion projects totaled
$308 million in 2006.  Maintenance capital expenditures totaled
$128 million in 2006.

Cash flows from investing activities during 2006 include
$401 million in cash from the sale of the South Coast Hotel and
Casino and $34 million of property insurance recoveries for the
reimbursement of capital spending related to the company's
hurricane restoration project at Delta Downs.

Substantially all of the funding for acquisitions and renovation
and expansion projects comes from cash flows from existing
operations, as well as debt financing and equity issuances.

On Jan. 30, 2006, the company issued $250 million principal amount
of 7.125% senior subordinated notes due February 2016.  The
$246 million of net proceeds from this debt issuance was used to
repay a portion of the outstanding borrowings under the company's  
bank credit facility.

                         About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/ -- is a leading diversified owner and  
operator of 16 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana, and Louisiana.  The
company is also developing Echelon Place, a world class
destination on the Las Vegas Strip, expected to open in the third
quarter 2010.  

                          *      *      *

Fitch Ratings affirmed Boyd Gaming's Issuer Default Rating at
'BB-', Senior Secured Credit Facility at 'BB', and Senior
Subordinated Debt at 'B+'.  The Rating Outlook remains Stable.


CALPINE CORP: Appoints Eric Gonzales as Senior VP for Marketing
---------------------------------------------------------------
Eric Gonzales has joined Calpine Corporation as Senior Vice
President, Origination and Marketing with responsibility for
overseeing Calpine's marketing of customized energy solutions.

In this role, Mr. Gonzales will focus on leveraging Calpine's
fully integrated capabilities, providing customers access to
Calpine's low-carbon, geographically diverse power portfolio of
renewable and natural gas-fired generation totaling nearly 24,000
megawatts of capacity.

"We are reestablishing Calpine as a provider of customized energy
solutions with sophisticated marketing and risk management
capabilities -- backed by one of the nation's largest, cleanest
and most geographically diverse generation portfolios," Thomas N.
May, Calpine's Executive Vice President, Commercial Operations,
said.  "Eric's experience in multiple commodities and markets and
his proven track record of leading large organizations will
enhance our commercial operations -- creating value for both our
customers and Calpine -- and will help position the new Calpine
for profitable growth.  Adding someone of Eric's caliber is a
clear signal that Calpine is a stronger, more competitive company
that is well positioned with new fuel-efficient gas-fired and
geothermal plants in key power markets."

Mr. Gonzales brings more than 15 years of experience in the global
energy industry -- leading business units responsible for power
and gas origination, trading, LNG marketing and energy
infrastructure development.  He served as Vice President, Head of
Canadian Operations for Duke Energy Marketing LP where he managed
a staff engaged in activities spanning natural gas and power
origination and trading, gas storage and transport optimization
and logistics.  He also held the position of Vice President,
Global LNG, Global Markets at Enron Corporation where he developed
and implemented the group's merchant marketing and trading entry
into the global LNG market.  Mr. Gonzales has held several
additional management positions in the industry throughout his
career, beginning at Tenneco Corporation as the Marketing Manager
for Tenneco Gas.

Mr. Gonzales earned his bachelor's degree in petroleum engineering
from the University of Texas at Austin and his master's in
business administration degree in finance from Texas A&M
University at College Station.

                    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.


CAREY ROAD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Carey Road Investments, LLC
        1751 University Avenue Unit 500
        San Diego, CA 92013

Bankruptcy Case No.: 07-11137

Chapter 11 Petition Date: March 6, 2007

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Arnold H Wuhrman, Esq.
                  Serenity Legal & Loan Services
                  22471 Aspan Street, Suite 205A
                  Lake Forest, CA 92630
                  Tel: (949) 420-0600
                  Fax: (949) 420-0604

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Heartland Business Credit     Bank loan                  $36,053
390 Union Boulevard #600                              
Lakewood, CO 80228                                    

Wells Fargo Business Line     Trade debt                 $20,148
WF Business Direct
P.O. Box 348570
Sacramento, CA 95834

Crown Meats                   Trade debt                 $16,395
599 Williams Road
Palm Springs, CA 92264

Wells Fargo Business Card     Trade debt                 $16,080

Allegiant Partners, Inc.      Bank loan                  $11,408

Sysco San Diego               Trade debt                 $10,322

Pichler Construction, Inc.    Trade debt                 $10,000

So. Cal. Edison               Trade debt                  $9,747

West Central Produce, Inc.    Trade debt                  $9,370

The Desert Sun                Trade debt                  $7,570

Casswood Insurance Agency,    Trade debt                  $6,977
Ltd.

So. Cal. Gas                  Trade debt                  $5,055

US Foodservice                Trade debt                  $4,288

Puget Sound Leasing Co.,      Bank loan                   $3,888
Inc.

The Lamar Companies           Trade debt                  $3,750

Desert Entertainer            Trade debt                  $2,855

The Bottom Line & Pulp                                    $2,814
Magazines

Wine Warehouse                Trade debt                  $2,772

Burrtec Waste & Recycling     Trade debt                  $2,709

Southern Wine & Spirits       Trade debt                  $2,526


CENTENE CORPORATION: Launches $175 Million Senior Notes Offering
----------------------------------------------------------------
Centene Corporation intends to offer $175 million in aggregate
principal amount of senior notes due 2014 in a private placement,
subject to market and other conditions.

In connection with the offering, the company will agree to file a
registration statement with the Securities and Exchange Commission
relating to an offer to exchange the notes issued in this offering
for publicly-tradable notes having substantially identical terms
in accordance with published SEC interpretations.

The company expects the offering will be completed in March 2007.  
The issuance of the notes will be subject to customary closing
conditions.

The company said that it will use a portion of the net proceeds
from the offering to refinance approximately $150 million of its
existing indebtedness which is currently outstanding under its
revolving credit facility.  Any additional proceeds will be used
for general corporate purposes.

                    About Centene Corporation

Centene Corporation (NYSE: CNC) -- http:/ www.centene.com/
provides and operates health plans programs in Georgia, Indiana,
New Jersey, Ohio, Texas, and Wisconsin.


CENTENE CORP: Moody's Rates Proposed $175 Mil. Senior Notes at Ba3
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 senior debt rating to
Centene Corporation's proposed $175 million senior unsecured
notes.  The proceeds will be used to repay existing bank debt and
for general corporate purposes.  In conjunction with this rating,
Moody's also assigned Baa3 insurance financial strength ratings to
four of Centene's regulated operating subsidiaries: Managed Health
Services Insurance Corp. (Wisconsin), Peach State Health Plan Inc.
(Goergia), Coordinated Care Corporation Indiana Inc. and Superior
HealthPlan Inc. (Texas).  The outlook on the ratings is stable.

The rating agency said that the company's ratings are driven by
its concentration in the Medicaid market, acquisitive nature, and
relatively high financial leverage, offset by its multi-state
presence, relatively stable financial profile and adequate capital
level.  The ratings assume that there are no losses or impairments
to any of Centene's Medicaid contracts, that the company maintains
consolidated RBC of at least 150% CAL, and that annual net margins
average at least 3%.

According to Moody's, Centene provides Medicaid and Medicaid-
related programs to organizations and individuals through
government subsidized programs including Medicaid, Supplemental
Security Income and the State Children's Health Insurance Program.
Centene has Medicaid health plans in six states.  Centene also
provides specialty service products including behavioral health,
nurse triage and disease management to healthcare organizations
and other corporate and government clients.

Through expansions into new states, and more recently through
acquisitions, the company has grown to cover over 1.2 million
Medicaid members as of Dec. 31, 2006.  The rating agency noted
that the company has been successful in managing medical cost
trends and has produced relatively consistent after-tax margins in
the 4% range for the last several years.  The company is
adequately capitalized at just over 160% NAIC risk-based capital
(RBC) at company action level on a consolidated basis.  While the
company markets under local brands in each of its markets, it
maintains strong and conservative centralized management oversight
of the financial and operational functions.

Moody's stated that with the issuance of the new debt, the
adjusted financial leverage will be approximately 3.9x and is
expected to decrease to approximately 3.0x by the end of 2007.  
The rating agency also noted that the company has been very
acquisitive over the last several years including five
acquisitions during 2006.  However, Moody's added, some of these
have been small acquisitions in support of specialty product
operations, which add diversification to Centene's overall
business.  Moody's expects the company will continue to be active
in acquisitions and Medicaid expansions as opportunities arise in
the future.  These acquisitions can raise the level of financial
risk as a result of increased debt and goodwill, in addition to an
increase in operational risk in connection with integration
issues.

The rating agency said that while Centene has a good track record
in the Medicaid market and has worked closely with the states in
designing programs and establishing reimbursement levels for
healthcare plans, there are unique risks associated with this
business.  

First, each of the state contracts is renewed on a periodic basis.  
The loss of any one of these contracts could have a considerable
impact on the revenues and earnings of Centene.

Second, the Medicaid business is very reliant on reputation and an
operating problem in one state could jeopardize the Medicaid
contract in other states.  

Third, Moody's has concerns with respect to the future level of
reimbursements as states fall under budgetary and political
pressures, and as Washington debates cutting the federal subsidies
to these programs.

The rating agency stated that the ratings could move up if NAIC
RBC rises above 180% of company action level, debt to EBIT falls
below 3x and debt to capital below 40%, EBIT to interest expense
exceeds 7x, and there is further increase in specialty segment
earnings to 20% of total earnings.  However, if there is a loss or
impairment of one or more of Centene's Medicaid contracts, EBIT to
interest expense falls below 4x, debt to EBIT increases above 5x,
or if the overall annual health benefits ratio increases above
86%, then Moody's said the ratings could be lowered.

These ratings were assigned with a stable outlook:

   * Centene Corporation

      -- senior unsecured debt rating of Ba3; corporate family
         rating of Ba3;

   * Managed Health Services Insurance Corp.

      -- insurance financial strength rating of Baa3;

   * Peach State Health Plan, Inc.

      -- insurance financial strength rating of Baa3;

   * Coordinated Care Corp. Indiana, Inc.

      -- insurance financial strength rating of Baa3;

   * SuperiorHealth Plan, Inc.

      -- insurance financial strength rating of Baa3.

Centene Corporation is headquartered in St. Louis, Missouri.  For
2006 total revenue was $2.3 billion with medical membership of
approximately 1.3 million.  As of Dec. 31, 2006 the company
reported shareholder's equity of $326 million.


CENTRAL PHX: Court Approves $28 Million Mortgages Ltd. Financing
----------------------------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona gave Central PHX Partners, LLC, authority to
incur a $28 million secured financing from Mortgages Ltd.

The Debtor is the owner of a real property project, known as
Chateaux on Central, consisting of 21 residential lots and Tracts
A and B located at the Northwest corner of Central Avenue and Palm
Lane in Phoenix, Arizona.  Desert Hills Bank possesses the first
lien on Phase 1 of the project.

The financing will allow the Debtor to satisfy its obligation to
Desert hills and proceed with the completion of the project.

Judge Curley also ordered:

    * the Debtor to pay Desert Hills its payoff amount in full as
      a condition of the release of Desert Hill's Deed of Trust
      and security interest;

    * that upon release of Desert Hill's liens, Mortgages Ltd.
      will receive a valid, binding, enforceable, perfected and
      first priority lien on Phase 1 of the project;

    * the Debtor to pay its obligations to Gold Creek, Inc., and
      subcontractors; and

    * the Debtor's chapter 11 case be dismissed upon certification
      of the Debtor's counsel that the financing transaction was
      closed and the payments made.

Headquartered in Phoenix, Ariz., Central PHX Partners, LLC, filed
for chapter 11 protection on Jan. 30, 2007 (Bankr. D. Ariz. Case
No. 07-00376).  Donald W. Powell, Esq., at Carmichael & Powell,
P.C., represents the Debtor.  Court records show that the U.S.
Trustee for Region 14 was unable to appoint an Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $42,899,252 and total
debts of $20,001,390.


CHARTER COMMS: Units Close Portion of $8.35 Billion Facilities
--------------------------------------------------------------
Charter Communications, Inc.'s indirect subsidiaries, Charter
Communications Operating, LLC and CCO Holdings, LLC, closed on
portions of the $8.35 billion bank refinancings disclosed in
February 2007.

Charter Operating closed on a new $1.5 billion revolving credit
facility and a new $1.5 billion term facility, both with interest
rates of LIBOR plus 2%.  The refinancing of the $5 billion term
loan portion of the Charter Operating facilities is expected to
close in late April 2007 with pricing at LIBOR plus 2%, down from
the existing rate of LIBOR plus 2.625%.

Also, CCO Holdings closed on a new $350 million third lien term
loan with an interest rate of LIBOR plus 2.5%.  These new
facilities are expected to fund at various times over the next two
months.

The $8.35 billion of new senior secured credit facilities will
refinance the existing $6.85 billion senior secured credit
facilities at Charter Operating in addition to securities at
various other Charter subsidiaries.  In conjunction with the bank
refinancing, Charter Operating reported:

     (i) a $100 million tender offer for certain notes outstanding
         at Charter Communications Holdings, LLC,

    (ii) that CCO Holdings will be calling for redemption
         $550 million of CCO Holdings' Senior Floating Rate Notes
         due 2010 at 102%, and

   (iii) that Charter Holdings will be calling for redemption
         Charter Holdings' $187 million aggregate principal amount
         8.625% Senior Notes due 2009.

With the completion of these transactions, Charter expects to have
adequate liquidity to fund its operations and service its debt
through 2008.

                  About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ:CHTR) -- http://www.charter.com/-- is a broadband  
communications company and a publicly traded cable operator in the
United States.  Charter provides advanced broadband services,
including Charter Digital(R) video entertainment programming,
Charter High-Speed(TM) Internet access service, and Charter
Telephone(TM) services.  Charter Business(TM) provides scalable,
tailored and cost-effective broadband communications solutions
such as business-to-business Internet access, data networking,
video and music entertainment services and business telephone.
Charter's advertising sales and production services are sold under
the Charter Media(R) brand.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2007,
Fitch has assigned a 'B' rating and 'RR1' Recovery Rating to
Charter Communications Operating, LLC and CCO Holdings, LLC's
proposed $8.35 billion secured credit facility.  In addition,
Fitch Ratings has affirmed the 'CCC' Issuer Default Rating for
Charter Communications Company, Inc. and its subsidiaries outlined
below.  

As reported in the Troubled Company Reporter on March 1, 2007,
Moody's affirmed Charter Communications, Inc.'s Caa1 corporate
family rating, Caa1 probability of default rating and stable
outlook following the report of changes to the proposed
refinancing of the senior secured credit facilities of Charter
Communications Operating, LLC, and CCO Holdings, wholly owned
subsidiaries of Charter Communications, Inc.


CHARTER COMMS: Unit Launches Cash Tender Offer for Senior Notes
---------------------------------------------------------------
Charter Communications, Inc.'s indirect subsidiary, Charter
Communications Holdings, LLC, has commenced a cash tender offer
for certain of its outstanding senior notes.

Charter Holdings is offering to purchase an amount of its
outstanding Notes such that the amount Charter Holdings would be
required to pay for the purchase of the Notes in total in the
Tender Offer shall not exceed $100 million, in accordance with the
terms and conditions described in the Offer to Purchase dated
March 6, 2007.  The Tender Offer will expire at 5:00 PM Eastern
Daylight Time (EDT), on Tuesday, April 3, 2007, unless extended or
earlier terminated.

The total consideration payable for the Notes is a fixed price.  
All Notes tendered will be accepted for purchase in a specified
priority.  This list includes the series of Notes subject to the
Tender Offer, the acceptance priority of each series, and the
consideration for each series:

a) CUSIP Number: 16117PAK6
   Title of Security: 10% Senior Notes due 2009
   Principal Amount Outstanding(1): $104,840,000
   Acceptance Priority Level: 1
   Tender Offer Consideration(2): $998.75
   Early Tender Premium(2): $15
   Total Consideration(2): $1,013,75

b) CUSIP Number: 16117PAT7
   Title of Security: 10.75% Senior Notes due 2009
   Principal Amount Outstanding(1): $70,713,000
   Acceptance Priority Level: 1
   Tender Offer Consideration(2): $1,013.75
   Early Tender Premium(2): $15
   Total Consideration(2): $1,028.75

c) CUSIP Number: 16117PAZ3 and 16177PAY6
   Title of Security: 9.625% Senior Notes due 2009
   Principal Amount Outstanding(1): $52,120,145
   Acceptance Priority Level: 1
   Tender Offer Consideration(2): $993.75
   Early Tender Premium(2): $15
   Total Consideration(2): $1,008.75

d) CUSIP Number: 16117PAL4
   Title of Security: 10.25% Senior Notes due 2010
   Principal Amount Outstanding(1): $32,255,000
   Acceptance Priority Level: 2
   Tender Offer Consideration(2): $996.25
   Early Tender Premium(2): $15
   Total Consideration(2): $1,011.75

e) CUSIP Number: 16117PAM2
   Title of Security: Discount Notes due 2010
   Principal Amount Outstanding(1): $21,208,000
   Acceptance Priority Level: 2
   Tender Offer Consideration(2): $1,002.50
   Early Tender Premium(2): $15
   Total Consideration(2): $1,017.50

f) CUSIP Number: 16117PAV2
   Title of Security: 11.125% Senior Notes due 2011
   Principal Amount Outstanding(1): $52,086,000
   Acceptance Priority Level: 3
   Tender Offer Consideration(2): $990
   Early Tender Premium(2): $15
   Total Consideration(2): $1,015

g) CUSIP Number: 16117PAW0
   Title of Security: 13.5% Senior Notes due 2011
   Principal Amount Outstanding(1): $61,815,000
   Acceptance Priority Level: 3
   Tender Offer Consideration(2): $1,028.75
   Early Tender Premium(2): $15
   Total Consideration(2): $1,043.75

(1) Aggregate principal amount outstanding as of March 5, 2007.

(2) Per $1,000 principal amount of Notes that are accepted for    
    purchase.

Holders tendering their Notes at or prior to 5:00 PM ET, on
Monday, March 19, 2007, unless extended or earlier terminated,
will receive the Total Consideration, which includes an Early
Tender Premium.  Holders that tender their Notes after the Early
Tender Time but at or prior to the Expiration Time will receive
the Tender Offer Consideration, which is the Total Consideration
less the Early Tender Premium.  In addition, in all cases, holders
of Notes that are accepted for purchase will receive accrued and
unpaid interest from the last interest payment date for such
series of Notes to, but not including, the date the Notes are
purchased.

If Notes are validly tendered and not withdrawn at the Expiration
Time, that the amount Charter Holdings would be required to pay
for the purchase of the Notes, together with accrued and unpaid
interest, exceeds the Maximum Payment Amount, Charter Holdings
will accept Notes for purchase in accordance with the Acceptance
Priority Level.  If the Maximum Payment Amount is adequate to
purchase some but not all tendered Notes having a particular
Acceptance Priority Level, Charter Holdings will prorate the
amount of Notes having such Acceptance Priority Level to be
purchased.  Except as set forth in the Offer to Purchase or as
required by applicable law, Notes tendered prior to 5:00 PM EDT,
on Monday, March 19, 2007, may be withdrawn at or prior to the
Withdrawal Deadline, and Notes tendered after the Withdrawal
Deadline but before the Expiration Time may not be withdrawn
except to the extent required by law.  Charter Holdings may
increase the Maximum Payment Amount for the Notes at its
discretion without extending the Withdrawal Deadline.

Citigroup Corporate and Investment Banking is the Dealer Manager
for the Tender Offer.  Global Bondholder Services Corporation is
the Information Agent and Depositary.

Persons with questions regarding the offer should contact the
Dealer Manager at (212) 723-6106 or toll-free at (800) 558-3745,
or the Information Agent at (212) 430-3774 or toll-free at (866)
294-2200.

                  About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ:CHTR) -- http://www.charter.com/-- is a broadband  
communications company and a publicly traded cable operator in the
United States.  Charter provides advanced broadband services,
including Charter Digital(R) video entertainment programming,
Charter High-Speed(TM) Internet access service, and Charter
Telephone(TM) services.  Charter Business(TM) provides scalable,
tailored and cost-effective broadband communications solutions
such as business-to-business Internet access, data networking,
video and music entertainment services and business telephone.
Charter's advertising sales and production services are sold under
the Charter Media(R) brand.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2007,
Fitch has assigned a 'B' rating and 'RR1' Recovery Rating to
Charter Communications Operating, LLC and CCO Holdings, LLC's
proposed $8.35 billion secured credit facility.  In addition,
Fitch Ratings has affirmed the 'CCC' Issuer Default Rating for
Charter Communications Company, Inc. and its subsidiaries outlined
below.  

As reported in the Troubled Company Reporter on March 1, 2007,
Moody's affirmed Charter Communications, Inc.'s Caa1 corporate
family rating, Caa1 probability of default rating and stable
outlook following the report of changes to the proposed
refinancing of the senior secured credit facilities of Charter
Communications Operating, LLC, and CCO Holdings, wholly owned
subsidiaries of Charter Communications, Inc.


CHEMED CORP: Earns $50.6 Million in Fiscal Year Ended Dec. 31
-------------------------------------------------------------
Chemed Corp. reported 2006 Annual Results for the year ended
Dec. 31, 2006, with the Securities and Exchange Commission.

For the year ended Dec. 31, 2006, the company had service revenues
and sales of $1.01 billion, compared with $915.97 million for the
year ended Dec. 31, 2005.  Net income for 2006 was $50.65 million,
as compared with $35.81 million for 2005.

Total costs and expenses were $913.6 million and $839.2 million
for the years ended Dec. 31, 2006, and 2005, respectively.  
Income from operations was $104.97 million and $76.76 million for
the years 2006 and 2005, respectively.

As of Dec. 31, 2006, the company posted $793.28 million in total
assets, $371.92 million in total liabilities, resulting to
$421.36 million in total stockholders' equity.  

The company's balance sheet showed strained liquidity with
$162.11 million in total current assets available to pay
$166.06 million in total current liabilities.

Cash and cash equivalents of the company as of Dec. 31, 2006,
were $29.27 million, as compared with $57.13 million as of
Dec. 31, 2005.

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

                        About Chemed Corp.

Headquartered in Cincinnati, Ohio, Chemed Corp. (NYSE: CHE) --
http://www.rotorooterinc.com/-- is formerly known as Roto-Rooter,  
Inc.  It provides end-of-life hospice care and plumbing and drain
cleaning services.

                           *     *     *

As reported in the Troubled Company Reported on March 2, 2007,
Moody's Investors Service affirmed its Baa2 rating on Chemed
Corp.'s $175 million senior secured revolver due 2010, Ba3 rating
on its $150 million senior unsecured notes due 2011, Ba2
Probability of Default rating, SGL-1 Speculative Grade Liquidity
rating, and Ba2 Corporate Family Rating.  The rating outlook
remains stable.


CHICAGO H&S: Case Summary & Seven Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chicago H&S Senior Investors, LLC
        500 South Dearborn Street
        Chicago, IL 60605

Bankruptcy Case No.: 07-03783

Chapter 11 Petition Date: March 2, 2007

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Ronald Peterson, Esq.
                  Jenner & Block
                  One Ibm Plaza 38th Floor
                  Chicago, IL 60611
                  Tel: (312) 222-9350

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Chris Falor                   Potential Guaranty         Unknown
c/o Chicago H&S Investors,    Claim
LLC
500 South Dearborn Street
Suite 300
Chicago, IL 60605

Jennifer Falor                Potential Guaranty         Unknown
c/o Chicago H&S Investors,    Claim
LLC
500 South Madison Street
Suite 300
Chicago, IL 60605

Robert D. Falor               Potential Guaranty         Unknown
c/o Chicago H&S Investors,    Claim
LLC
500 South Dearborn Street
Suite 300
Chicago, IL 60605

Geoffrey Hockman              Potential Guaranty         Unknown
c/o Chicago H&S Investors,    Claim
LLC
500 South Dearborn Street
Suite 300
Chicago, IL 60605

Hotel 71 Mezz Lender, L.L.C.  Loan                       Unknown
c/o Oaktree Capital Mgmt.
LLC
Attn: Stephanie Schulman, Esq.
1301 Avenue of the Americas
34th Floor
New York, NY 10019

Amy Mitchell                  Potential Guaranty         Unknown
c/o Chicago H&S Investors,    Claim
LLC
500 South Dearborn Street
Suite 300
Chicago, IL 60605

Guy T. Mitchell               Potential Guaranty         Unknown
c/o Chicago H&S Investors,    Claim
LLC
500 South Dearborn Street
Suite 300
Chicago, IL 60605


CINCINNATI BELL:  Dec. 31 Balance Sheet Upside-Down by $791 Mil.
----------------------------------------------------------------
Cincinnati Bell Inc. reported net income of $86 million for the
year ended Dec. 31, 2006, compared with a net loss of
$64.5 million for the year ended Dec. 31, 2006.

For the year, revenue of $1.27 billion represented an increase of
$61 million or 5 percent from revenue of $1.209 billion in 2005.
Operating income was $312.5 million, up $53.7 million from a year
ago.

"For Cincinnati Bell, 2006 will be remembered as a year of
operational progress and earnings growth," said Jack Cassidy,
president and chief executive officer.  "Driven by consistent
execution of our strategy, we leveraged our unique strengths to
meet the changing needs of customers.  We showed progress in re-
establishing wireless margin expansion and saw the benefit of
prior investments in data centers and managed services.  As a
result, we are well-positioned with strong cash flow, a solid
balance sheet and operations that are primed for growth and
success in 2007."

For the fourth quarter, revenue of $329 million increased
$23 million or 8 percent from the prior year quarter.  Operating
income of $75 million improved $19 million or 34 percent.  Net
income was $23 million.  Special items in the quarter included a
gain of $2 million related to the sale of the company's remaining
interest in its legacy broadband business.  Excluding this special
item, net income was $21 million, even with a year ago.

At Dec. 31, 2006, the company's balance sheet showed
$2.013 billion in total assets and $2.805 billion in total
liabilities, resulting in a $791.6 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?1af9

                          Cash Flows

In 2006, cash provided by operating activities totaled
$334.7 million, an increase of $12.4 million compared to the
$322.3 million provided by operating activities during 2005.  The
increase was generated by working capital improvements, partially
offset by lower operating cash generated from the Local segment
due to access line losses and shareholder claim payments of
$6.3 million.

Cash utilized in investing activities in 2006 was $260 million, an
increase of $117.3 million compared to the $142.7 million utilized
in 2005.  The increase predominately relates to the acquisitions
of Automated Telecom Inc. and the 19.9% minority interest in
Cincinnati Bell Wireless LLC for $86.7 million and the purchase of
wireless licenses in the Federal Communications Commission auction
for $37.1 million.  

Cash flows used in financing activities decreased $157.8 million
to a net outflow of $21 million in 2006 from an outflow of
$178.8 million during 2005.  During 2006, the company funded the
acquisitions of Cingular's 19.9% interest in CBW and ATI and the
purchase of the wireless licenses, which decreased the company's
repayment of debt as compared to 2005.  The company repaid
$13.3 million in debt in 2006.  

                       About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc.
(NYSE: CBB) -- http://www.cincinnatibell.com/-- provides a wide  
range of telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.


CITIGROUP COMMERCIAL: Moody's Holds Ba3 Rating on Class L Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Citigroup
Commercial Mortgage Trust 2004-C2, Commercial Mortgage
Pass-Through Certificates, Series 2004-C2:

   -- Class A-1, $27,543,311, Fixed, affirmed at Aaa
   -- Class A-2, $110,215,000, Fixed, affirmed at Aaa
   -- Class A-3, $65,639,000, Fixed, affirmed at Aaa
   -- Class A-4, $32,298,000, Fixed, affirmed at Aaa
   -- Class A-5, $440,496,000, Fixed, affirmed at Aaa
   -- Class A-1A, $128,295,405, Fixed, affirmed at Aaa
   -- Class A-J, $45,084,000, Fixed, affirmed at Aaa
   -- Class XC, Notional, affirmed at Aaa
   -- Class XP, Notional, affirmed at Aaa
   -- Class B, $34,779,000, Fixed, affirmed at Aa2
   -- Class C, $10,304,000, Fixed, affirmed at Aa3
   -- Class D, $18,034,000, Fixed, affirmed at A2
   -- Class E, $12,881,000, Fixed, affirmed at A3
   -- Class F, $12,881,000, Fixed, affirmed at Baa1
   -- Class G, $10,305,000, Fixed, affirmed at Baa2
   -- Class H, $14,169,000, Fixed, affirmed at Baa3
   -- Class J, $6,441,000, Fixed, affirmed at Ba1
   -- Class K, $6,441,000, Fixed, affirmed at Ba2
   -- Class L, $5,152,000, Fixed, affirmed at Ba3

As of the Feb. 16, 2007, distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.9%
to $1.01 billion from $1.03 billion at securitization.

The Certificates are collateralized by 106 loans ranging in size
from less than 1.0% to 5.0% of the pool, with the top 10 loans
representing 29.9% of the pool.  Four loans, representing 5.2% of
the pool, have defeased and are collateralized with U.S.
Government securities.  There have been no loans liquidated from
the pool and no realized losses.  There are no loans currently in
special servicing.  There are 13 loans, representing 7.0% of the
pool, on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 93.4% and 85.8%, respectively, of the
performing loans.  Moody's weighted average loan to value ratio is
95.0%, compared to 97.5% at securitization.

The top three loans represent 13.3% of the outstanding pool
balance.  The largest loan is the Artery Plaza Loan of
$50.8 million (5.0%), which is secured by a 271,000 square foot
Class A office building located in Bethesda, Maryland.  As of
December 2005 total occupancy was 91.3% compared to 89.0% at
securitization.  Key tenants include the law firm of Linowes and
Blocher LLP, , Oxford Realty Financial, Cambridge Information
Group, University Research Group and National Association of
Community Health.  Moody's LTV is 87.5%, compared to 88.9% at
securitization.

The second largest loan is the River Plaza Shopping Center Loan of
$42.7 million (4.2%), which is secured by a 104,000 square foot
anchored community retail center in the Marble Hill submarket of
New York City.  Built in 2004, the collateral comprises of three
buildings and is shadow anchored by a 130,000 square foot Target
Store.  As of November 2006 total occupancy was 94.7%, compared to
88.6% at securitization.  Anchored by Marshalls, other key tenants
include Nathan Industries, Lazarus and Applebee's.  Moody's LTV is
in excess of 100.0%, compared to 96.9% at securitization.

The third largest loan is the Nordahl Marketplace Loan of
$40.5 million (4.0%), which is secured by the borrower's interest
in a 313,000 square foot community retail power center located in
San Marcos, California, approximately 35 miles north of San
Diego's CBD.  Built in 1980 as Vallecitos Town Center it was
renovated in 2004 and refashioned as the Nordahl Marketplace.  The
property is shadow anchored by Costco and its major tenants
include Walmart, Kohl's and Guitar Center.  Occupancy as of
December 2006 was 99.6%, compared to 94.7% at securitization.
Moody's LTV is 95.9%, compared to 96.0% at securitization.

The pool's collateral is a mix of retail, office and mixed use,
multifamily and manufactured housing, U.S. Government securities,
industrial and self-storage and lodging.  The collateral
properties are located in 30 states and the District of Columbia.  
The highest state concentrations are California, Florida, New
York, Texas and Virginia.  All of the loans are fixed rate.


CITIZENS BANKING: Earns $63 Million in Fiscal Year Ended Dec. 31
----------------------------------------------------------------
For the year ended Dec. 31, 2006, Citizens Banking Corp. reported
$63.33 million in net income down from $80.52 million net income
on $423.24 million for the year 2005.

Total interest income for the year ended Dec. 31, 2006, increased
to $472.35 million from $423.24 million from the comparable period
in 2005.  The increase was mainly due to higher interest and fees
on loans, which totaled $399.46 million, as compared with
$343.89 million a year earlier.

Total interest expenses for 2006 were $209.23 million, as compared
with $147.5 million for 2005.  The company increased its provision
for loan losses to $11.26 million in 2006, from $1.11 million in
2005. Total non-interest expenses were $259.82 million and
$243.04 million in 2006 and 2005, respectively.

As of Dec. 31, 2006, the company posted $14 billion in total
assets, $12.45 billion in total liabilities, and $1.55 billion in
total stockholders' equity.

Cash and due from banks were $223.74 million and $194.74 million
in 2006 and 2005, respectively.  Total investment securities were
$2.94 billion and $1.58 billion as of Dec. 31, 2006, and 2005,
respectively.

                    About Citizens Banking Corp.

Headquartered in Flint, Michigan, Citizens Banking Corp.
(NasdaqGS: CRBC) -- http://www.citizensonline.com/-- is  
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.  The company, now known as
Citizens Republic Bancorp, provides banking and financial services
to individuals and businesses through its subsidiaries, Citizens
Bank, Republic Bank, and F&M Bank-Iowa.  As of Jan. 19, 2007, the
company operated 270 banking offices and 287 ATM locations.

                           *     *     *

As reported in the Troubled Company Reported on Jan. 3, 2007,
following the company's acquisition of Republic Bancorp, Inc. and
its subsidiaries, Fitch affirmed and upgraded certain ratings of
RBNC to be in line with those of CBCF, which was rated 'BBB/F2'by
Fitch.  Concurrently, Fitch has withdrawn the issuer ratings of
RBNC, as this company is no longer an active entity.  

At the same time, Fitch has affirmed the ratings of the company
and its principal subsidiaries.  The affirmed ratings on Citizens
Republic Bancorp with a stable outlook include Issuer Default
Rating (IDR) at 'BBB'; Subordinated debt at 'BBB-'; Short-term at
'F2'; Individual at 'B/C'; and Support at '5'.


COMFORT ZONE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Comfort Zone Mattress Stores, Inc.
        114 South Independence
        Enid, OK 73701

Bankruptcy Case No.: 07-10692

Type of Business: The Debtor operates a furniture store.

Chapter 11 Petition Date: March 9, 2007

Court: Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: Larry D. Lahman, Esq.
                  Mitchell & DeClerck
                  202 West Broadway
                  Enid, OK 73701
                  Tel: (580) 234-5144

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
West Park Bus. Center Co.     Lease on premises         $700,000
LLC
Attn: Ron Greenfield
4141 Highline Boulevard
Suite 180
Oklahoma City, OK 73108

Nevard & Levy Trusts          Lease on premises         $600,000
dba DMI Investments
4800 North Lincoln
Oklahoma City, OK 73105

Lane                          Open account              $144,089
P.O. box 536823
Atlanta, GA 30353-6823

Pulaski                       Open account               $32,146

World Concepts LLC            Open account               $28,648

Comfort Solutions             Open account               $27,920

Sleeptronic                   Open account               $27,466

Serta Mattress Co.            Open account               $23,820

Bank of America               Line of credit             $23,500

Express Imports               Open account               $16,283

Powell                        Open account                $9,271

Sealy Mattress Co.            Open account                $9,054

CBK                           Open account                $8,559

Comfortaire                   Open account                $8,266

La Z Boy Industries           Open account                $5,131

Broyhill Furniture Inc.       Open account                $4,674

G.E. Capital Corp.            Open account                $3,857

Lyon Collection Services      Open account                $2,279

Color Ad                      Open account                $2,219

Artist's Guild                Open account                $2,150


DAIMLERCHRYSLER AG: Chrysler Group to Recall Over 489,000 Vehicles
------------------------------------------------------------------
Chrysler Group, DaimlerChrysler AG's U.S. arm, disclosed Friday
that it would recall over 489,000 vehicles, Reuters reports.

Reuters relates that this is the second recall action done by
Chrysler.  It had previously recalled almost 51,000 vehicles to
reprogram software for anti-lock brakes in late February.

Chrysler will recall:

    * 328,424 Durango SUVs, which covers 2004 to 2006 models,
      citing the risk of overheating linked to an integrated
      circuit in the instrument cluster of the vehicles;

    * 10,994 2008 model Dodge Avenger sedans due to problems with
      the door latches; and

    * 149,605 Jeep Liberty vehicles, 2006 and 2007 model-year,
      because of a problem with the blower motor in the air-
      conditioning system.

Reuters relates that aside from the direct expense involved in a
vehicle recall, the move could also damage the brand's longer-term
reputation for reliability.

                      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 operations 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.


DAIMLERCHRYSLER: Chrysler Feb. Sales Outside North America Up 9%
----------------------------------------------------------------
Chrysler Group celebrated 21 consecutive months of sales increases
outside North America, as February closed with 9% growth (15,194
units) over the same month in 2006.  Year-to-date, sales grew 10%
over 2006, with much of the increase coming from higher sales in
Europe and Asia.

The Dodge Caliber was the top-selling Chrysler Group vehicle
outside North America year-to-date (4,834units), and continued to
be the Chrysler Group sales leader in Western Europe, the largest-
volume region.  Dodge brand sales led Chrysler Group's expansion
efforts in international markets with sales up 278%.

"The global success of Dodge Caliber shows us that there is a
significant group of customers in European and international
markets who are attracted to the bold and unique characteristics
of the Dodge brand," Chrysler Group Executive Director for
International Sales and Marketing Thomas Hausch said.  "And we
have more to come; later this year, the Dodge Nitro and Avenger
will be available to customers all over the world."

For the month, Chrysler 300C led the product lineup in terms of
both sales and overall growth with 2,629 units sold and a 57%
increase.  Local production of the Chrysler 300C began at the end
of last year in Beijing; and in February, the vehicle outsold any
other Chrysler Group vehicle in the Chinese market by more than
five times.  Growth in the Asia Pacific region as a whole was up
26% for the month.

Italy remained the company's largest volume market with sales up
2% and 3,363 units sold so far in 2007.  It is followed by
Germany, which has seen double-digit growth of 13% in 2007, and a
total of 2,372 units sold.

"The positive sales trend that we're seeing in these markets is
showing that our vehicles, dealer network and marketing efforts
are appealing to new customers.  A direct result is increased
profitability; 2006 was the most profitable year ever for Chrysler
Group's International operations," Mr. Hausch said.

"We have a strong dealer network in place with the right products
in the market, and more on the way, to sustain this growth.  And
in the fast-growing markets, we are reaching out to new dealers to
increase our network and ensure that the customer experience there
is a positive one as well, in addition to increasing brand
awareness and loyalty."

Expansion and sales growth in international markets has been a
strategic goal for the Chrysler Group in recent years.  As an
example of commitment to this effort, last month the company
announced that the Dodge brand will join Chrysler and Jeep(R)
vehicles for sale in China.  Starting this year, all three
Chrysler Group brands will be sold there for the first time ever,
laying the foundation for future growth and continued expansion
outside North America.

Chrysler Group sells and services vehicles in more than
125 countries around the world, and Chrysler Group sales outside
North America currently account for approximately 8% of the
company's total global sales.  Vehicles available range across all
three Chrysler Group brands, with limited availability on some
trucks and SUV models.  The company's operations outside North
America have been experiencing year-over-year sales increases
since 2004, and will continue to increase the number of product
offerings, powertrain options and RHD availability through 2007.

                       About DaimlerChrysler

Based 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.


DANA CORP: Completes Sale of Engine Biz to MAHLE for $97 Million
----------------------------------------------------------------
Dana Corporation has completed the sale of its engine hard parts
business to MAHLE GmbH for an aggregate cash payment of
approximately $97 million.

The engine hard parts business consists of 39 facilities, which
manufacture piston rings, engine bearings, cylinder liners, and
camshafts under the Perfect Circle(R), Clevite(R), and Glacier
Vandervell(R) brands.  With annual revenues of $670 million in
2005, the engine hard parts operations employ approximately 5,000
people in 10 countries.

Dana expects to record a non-cash, pre-tax charge of $30 million
to $35 million in the first quarter of 2007 in connection with the
completion of this divestiture.

Other terms of the transaction include:

   * MAHLE acquires the exclusive distribution rights to Dana's
     retained Victor Reinz(R) branded products in the independent
     aftermarket in the United States and Canada;

   * Three facilities in Argentina and Italy will be transferred
     to MAHLE upon completion of specific closing conditions in
     these locales; and

   * MAHLE assumes certain liabilities related to the engine hard
     parts business.

"This divestiture is an important step in implementing Dana's
reorganization initiatives and sharpening our focus on our core
axle, driveshaft, structural, sealing, and thermal products
businesses for the automotive, commercial vehicle, and off-highway
markets," Dana Chairman and CEO Mike Burns said.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs  
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.


DEVELOPERS DIVERSIFIED: Launches $400 Million Notes Offering
------------------------------------------------------------
Developers Diversified Realty Corporation intends to offer,
subject to market and other conditions, $400 million aggregate
principal amount of convertible senior notes due 2012 through an
offering to qualified institutional buyers in accordance with Rule
144A under the Securities Act of 1933, as amended.

The notes will be convertible into cash up to their principal
amount and Developers Diversified common shares in respect of the
remainder, if any, of the conversion value in excess of such
principal amount.  The exact timing and terms of the offering will
depend on market conditions and other factors.

Developers Diversified expects to grant to the initial purchasers
an option to purchase up to an additional $60 million aggregate
principal amount of notes to cover over-allotments.

In connection with the offering, Developers Diversified expects to
enter into capped convertible note hedge transactions with
affiliates of the initial purchasers of the notes to substantially
increase the effective conversion premium of the notes. These
transactions are also intended to reduce the potential dilution
upon future conversion of the notes.

In connection with establishing their initial hedges in respect of
these transactions, the counterparties have advised Developers
Diversified that their affiliates expect to purchase Developers
Diversified common shares and enter into various derivative
transactions with respect to Developers Diversified common shares
simultaneously with or shortly after the pricing of the notes.
These activities could have the effect of increasing or preventing
a decline in the value of our common stock concurrently with or
following the pricing of the notes.

In addition, following pricing of the notes, the counterparties or
their affiliates may enter into or unwind various derivatives
and/or purchase or sell Developers Diversified common shares in
secondary market transactions, including during the observation
period relating to any conversion of the notes.

Developers Diversified expects to use the net proceeds from the
offering to repurchase approximately $75 million of its common
shares, for the repayment of outstanding debt under its senior
unsecured credit facility and for other general business purposes.  
Developers Diversified also expects to use a portion of the net
proceeds from the offering to fund the cost of the convertible
note hedge transaction.

                About Developers Diversified

Based in Beachwood, Ohio, Developers Diversified Realty
Corp. (NYSE: DDR) -- http://www.ddr.com/-- owns or manages  
approximately 800 operating and development retail properties
in 45 states, plus Puerto Rico and Brazil, comprising
approximately 162 million square feet.  Developers Diversified
is a self-administered and self-managed real estate investment
trust operating as a fully integrated real estate company which
develops, leases and manages shopping centers.

The company elected to be treated as a Real Estate Investment
Trust under the Internal Revenue Code of 1986, as amended,
commencing with its taxable year ended Dec. 31, 1993.  As a real
estate investment trust, the company must meet a number of
organizational and operational requirements, including a
requirement that the company distribute at least 90% of its
taxable income to its stockholders.  As a real estate investment
trust the company generally will not be subject to corporate level
federal income tax on taxable income it distributes to its
stockholders.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings affirmed Developers Diversified Realty Corporation's
BB+ preferred stock rating.


DIRECT LIFE: A.M. Best Says Financial Strength is Fair
------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and issuer credit ratings of "bb+" to Direct Life Insurance
Company (Griffin, GA) and Direct General Life Insurance Company
(Aiken, SC).  The outlook for these ratings is stable.

These companies comprise the life insurance subsidiaries of Direct
General Group, a wholly owned subsidiary of Direct General
Corporation (both of Nashville, TN) [NYSE: DRCT].

The ratings reflect the group's limited business profile as
reflected in its monoline product offering, dependence on the
affiliated property/casualty agency force to sell life insurance,
high lapse rates on its insurance products and the dividend
service requirements from its parent.  Offsetting these negative
factors are the adequate level of capitalization and positive
trends in premium growth and operating earnings.

Additionally, as outlined in A.M. Best's December 6, 2006 press
release, Direct General Corporation announced it had reached a
definitive agreement to be acquired by Elara Holdings Inc.
(Delaware) an affiliate of Fremont Partners and Texas Pacific
Group.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


DIRECTV GROUP: Earns $356 Million in Quarter Ended December 31
--------------------------------------------------------------
The DIRECTV Group Inc. reported net income of $356 million on
revenues of $4.183 billion for the fourth quarter ended
Dec. 31, 2006, compared with net income of $195 million on
revenues of $3.596 billion for the same period in 2005.

Operating profit before depreciation and amortization more than
doubled to $915 million and operating profit more than doubled to
$595 million, when compared to the same period last year,
primarily due to the capitalization of customer equipment under
the lease program for both new and existing subscribers and the
increase in gross profit generated from the higher revenues.

In the fourth quarter of 2006, The DIRECTV Group's revenues of
$4.18 billion increased 16% over the same period in the prior year
principally due to strong growth in average revenue per subscriber
and a larger subscriber base at DIRECTV U.S., as well as the
consolidation of Sky Brazil's financial results due to
the completion of the merger with DIRECTV Brazil on Aug. 23, 2006.

These increases were partially offset by higher upgrade and
retention costs primarily related to an increase in the number of
existing subscribers upgrading to HD equipment, as well as higher
acquisition costs resulting from an increase in gross subscriber
additions.  

Net income increased to $356 million in the fourth quarter of 2006
primarily due to the changes in operating profit partially offset
by higher income tax expense in the most recent quarter associated
with the higher pre-tax income.

The DIRECTV Group reported revenues of $14.755 billion for the
year ended Dec. 31, 2006, an increase of 12% when compared to
revenues of $13.164 billion for 2005, driven principally by
subscriber growth at DIRECTV U.S. and DIRECTV Latin America, as
well as continued solid ARPU growth at DIRECTV U.S and the
consolidation of the Sky Brazil financial results following the
merger with DIRECTV Brazil in August 2006.  These changes were
partially offset by the exclusion of Hughes Network Systems'
results in 2006 due to its sale.

In 2006, operating profit before depreciation and amortization
more than doubled to $3.39 billion and operating profit more than
tripled to $2.36 billion.

Net income in 2006 increased to $1.42 billion from $335.9 million
in 2005, primarily due to the higher operating profit as well as a
second quarter 2005 charge of $65 million related to the premium
paid for the redemption of senior notes and the write-off of a
portion of deferred debt issuance costs from debt refinancing.  
Partially offsetting these improvements were higher 2006 income
tax expense resulting from an increase in pre-tax income and a
$31 million credit in the second quarter of 2005 related to the
favorable settlement of a U.S. federal income tax dispute
associated with a previously divested business.

"Fourth quarter results point to the continuing progress and
operating strength at DIRECTV U.S. highlighted by strong revenue
and cash flow growth.  These results were driven by improved
operating metrics including subscriber growth, churn, ARPU and
subscriber acquisition costs, a reflection of the competitive
strength of our business.  Gross subscriber additions of over 1
million in the quarter were 6% higher than last year but more
importantly, we attained an even greater growth rate for higher-
quality subscribers compared to last year," said Chase Carey,
president and Chief Executive Officer of The DIRECTV Group Inc.

"The emphasis on adding higher quality subscribers who purchase
significantly more advanced products and services helped drive our
monthly churn rate from 1.70% last year to 1.57% in the current
quarter, the biggest improvement in over 3 years.  The higher
gross additions combined with the lower churn rate drove a 38%
increase in net subscriber additions to 275,000 in the quarter."

At Dec. 31, 2006, the company's balance sheet showed
$15.141 billion in total assets, $8.398 billion in total
liabilities, $62.2 million in minority interest, and $6.68 billion
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1b0a

                  Liquidity and Capital Resources

At Dec. 31, 2006, the company's cash and cash equivalent balances
and short-term investments totaled $2.67 billion compared with
$4.38 billion at Dec. 31, 2005.  The $1.71 billion decrease
resulted primarily from the use of $2.98 billion of cash for the
share repurchase program, $1.98 billion of cash for the
acquisition of property and satellites, $373 million of cash for
the acquisition of its equity interest in Sky Mexico, and $100.2
million of cash for the repayment of other long-term obligations.

These cash uses were partially offset by $3.16 billion of cash
provided by operations, $182.4 million of cash received from the
sale of investments including the investments in HNS LLC and a
portion of the investment in Sky Mexico, $257.1 million of cash
received from the exercise of stock options by employees, and
$141.6 million of cash received from the collection of notes
receivable.

At Dec. 31, 2006, the company had $3.615 billion in total
outstanding borrowings, bearing a weighted average interest rate
of 7.1%.  Outstanding borrowings primarily consist of notes
payable and amounts borrowed under a credit facility of DIRECTV
U.S.

                           About DIRECTV

Headquartered in El Segundo, California, The DirecTV Group Inc.
(NYSE: DTV) -- http://www.directv.com/-- is a world-leading  
provider of digital television entertainment services and is
approximately 38 percent owned by News Corporation.  Through its
subsidiaries and affiliated companies in the United States,
Brazil, Mexico and other countries in Latin America, The DIRECTV
Group provides digital television service to more than 16 million
customers in the United States, and more than 4 million customers
in Latin America.

                           *     *    *

The DIRECTV Group Inc.'s long-term local and foreign issuer
credits carry Standard & Poor's BB ratings.  The ratings were
placed on Aug. 9, 2004 with a stable outlook.


DISTRIBUTED ENERGY: Forms Venture to Fund Power Resources Projects
------------------------------------------------------------------
Distributed Energy Systems Corp. has entered into a joint venture
with Morgan Stanley to develop and finance power generation
projects focused on better utilizing energy resources.

The Agreement with Morgan Stanley represents the successful
conclusion of Distributed Energy Systems' goal of attracting a
financing partner to support and accelerate development of
renewable and efficiency-enhancing projects in the United States.  
Projects envisioned by the joint venture will offer competitive
returns for investors while also advancing environmental
objectives.  Primary applications would include waste-to-energy,
combined-heat-and-power, wind, solar, bio-digestion, fuel cell and
other renewable technologies.  The joint venture will offer full
project life cycle services including development, financing,
engineering, procurement, construction, commissioning, operations
and services.

"Teaming with Morgan Stanley lets us step up to a broader array of
project opportunities" Ambrose L. Schwallie, Distributed Energy's
chief executive officer, said.  "Many of the customers we deal
with see the merit in projects that help them save on the cost of
energy while reducing their environmental footprint, but the cost
of these projects often exceeds their capital funding limits.  
Now, in partnership with Morgan Stanley, we can offer a third-
party ownership and operations model that creates a win-win for
end users and investors alike.  Another clear benefit of working
with Morgan Stanley is that our engineering and services business
will have a chance to win business from their robust franchise in
energy projects."

"We see a large and growing number of investment opportunities in
selected alternative energy projects," Morgan Stanley's Managing
Director, Aaron Lubowitz, said.  "We look forward to creating a
mutually beneficial business relationship with Distributed Energy
Systems."

Under the terms of the Agreement, Morgan Stanley and Distributed
Energy will collaborate to develop and own alternative and
efficiency-enhancing energy projects.  Morgan Stanley expects to
contribute the majority of the capital to meet project-financing
requirements, with Distributed Energy providing the balance.  
Morgan Stanley will receive warrants to purchase up to 10% of
Distributed Energy's common shares.  The majority of those
warrants vest immediately, with the remainder vesting when the
combined investment by the two companies reaches $100 million.

                About Distributed Energy Systems

Based in Wallingford, Connecticut, Distributed Energy Systems
Corp. (Nasdaq: DESC) -- http://www.distributed-energy.com/--   
creates and delivers products and solutions to the emerging
decentralized energy marketplace, giving users greater control
over their energy cost, quality and reliability.  The company
delivers a combination of practical, ready-today energy solutions
and the solid business platforms for capitalizing on the changing
energy landscape.

                          *     *     *

As reported in the Troubled Company Reporter on March 9, 2007,
Distributed Energy Systems Corp. disclosed that it expects
PricewaterhouseCoopers LLP, its independent registered public
accounting firm, to include a going concern explanatory paragraph
in its audit report for 2006, due to the significant recurring
losses and cash outflows from operations that raise substantial
doubt about its ability to continue as a going concern.  


DTN INC: Moody's Affirms B2 Rating and Revises Outlook to Positive
------------------------------------------------------------------
Moody's Investors Service affirmed DTN, Inc.'s Corporate Family
rating in connection with its plans to retire an existing
$60 million second lien term loan with the proceeds of an
increased first lien term loan and changed the company's outlook
to positive.

The change in the outlook to positive largely reflects the
stabilization of DTN's top line and continuing cash flow
generation which Moody's expects will permit the company to reduce
its leverage to around 4.0x debt to EBITDA by the end of 2008.

These are the rating actions:

Rating Affirmed:

   * Corporate Family rating at B2

Ratings downgraded:

   * $25 million senior secured first lien revolving credit
     facility, due 2011 revised to B2, LGD3, 33% from B1, LGD3,
     36%

   * $242 million senior secured first lien term loan, due 2013
     revised to B2, LGD3, 33% from B1, LGD3, 36%

   * PDR revised to B3 from B2

Rating affirmed, subject to withdrawal at closing:

   * $60 million senior secured second lien term loan

The rating outlook is changed to positive from stable.

The B2 Corporate Family rating reflects DTN's high leverage,
continuing subscriber churn, the competitive pressure faced by
each of its information services product offerings, and the
limited growth potential of its business model.  Ratings are
supported by the company's free cash flow generation, the
diversification of its product and customer base, the
predictability of its subscription-based recurring revenues, and
DTN's success in replacing revenues lost through customer churn
with increased sales to higher-end users.

The first lien senior secured facilities are lowered to B2 - at
parity with the Corporate Family rating - largely as a result of
the proposed replacement of the existing second lien term loan
with the proceeds of the upsized first lien term loan.  Following
the proposed refinancing, first lien debt will represent the
preponderance of the capital structure and will no longer benefit
from the loss absorption currently provided by the second lien
debt.

Headquartered in Omaha, Nebraska, DTN, Inc., is a leading provider
of real-time information to agriculture, refined fuels,
commodities trading and weather impacted businesses.  The company
recorded sales of $145 million in fiscal 2006.


EASTGROUP PROPERTIES: Earns $29 Million in Fiscal Year 2006
-----------------------------------------------------------
EastGroup Properties, Inc., reported that for the year ended
Dec. 31, 2006, it had net income of $29,234,000 on total revenues
of $133,613,000, compared with a net income of $22,191,000 on
total revenues of $121,573,000 for the year ended Dec. 31, 2005.

Income from real estate operations, which grew to $133,144,000 in
2006, from $121,573,000 in 2005 largely contributed to the
increase in total revenues in the year 2006. Total expenses for
the year 2006 were $86,880,000, as compared with $79,725,000
during the previous year.

As of Dec. 31, 2006, EastGroup's total assets were $911,787,000,
total liabilities were $490,842,000, minority interest in joint
ventures was $2,148,000, resulting to stockholders' equity of
$418,797,000.

Cash held by the company as of Dec. 31, 2006, totaled $940,000, as
compared with cash of $1,915,000 as of Dec. 31, 2005.  EastGroup's
fixed, noncancelable obligations as of Dec. 31, 2006 were
$647,715,000.

Net cash provided by operating activities was $66,571,000 for the
year ended Dec. 31, 2006.  The primary other sources of cash were
from bank borrowings, proceeds from new mortgage notes and a
common stock offering, and the sale of real estate properties.  

The company distributed $45,219,000 in common and $2,624,000 in
preferred stock dividends during 2006.  Other primary uses of cash
were for bank debt repayments, construction and development of
properties, mortgage note payments, the purchase of real estate,
and capital improvements at various properties.

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

                  About EastGroup Properties, Inc.

Headquartered in Jackson, Mississippi, EastGroup Properties, Inc.
(NYSE: EGP) -- http://www.eastgroup.net/-- is a real estate  
investment trust engaged in the development, acquisition, and
operation of industrial properties in the U.S.


EDDIE BAUER: Selects Spencer Stuart to Lead CEO Search
------------------------------------------------------
Eddie Bauer Holdings, Inc. has retained Spencer Stuart, an
executive search firms, to lead the search for the company's new
Chief Executive Officer.

Spencer Stuart will work with a Special Recruitment Committee
comprised of Board members and established after the company's
former President and CEO Fabian Mansson resigned on Feb. 9, 2007.  
Howard Gross, a member of the Board, is serving as interim CEO.

Headquartered in Redmond, Washington, Eddie Bauer Holdings Inc.
(NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty  
retailer that sells casual sportswear and accessories for the
"modern outdoor lifestyle."  Established in 1920 in Seattle, Eddie
Bauer products are available at approximately 380 stores
throughout the United States and Canada, through catalog sales and
online at http://www.eddiebaueroutlet.com/ The company also  
participates in joint venture partnerships in Japan and Germany
and has licensing agreements across a variety of product
categories.  Eddie Bauer employs approximately 10,000 part-time
and full-time associates in the United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Standard & Poor's Ratings Services reported that its ratings,
including the 'B' corporate credit rating, on specialty apparel
retailer Eddie Bauer Holdings Inc., are still on CreditWatch
with negative implications.


ENTEGRA TC: Moody's Rates Proposed $480 Million Facilities at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Entegra TC LLC's
proposed $480 million second lien credit facilities.  The second
lien credit facilities include a $450 million term loan due 2014
and a $30 million synthetic revolving credit facility due 2014.
The rating outlook is stable.

Proceeds from the term loan, along with cash on hand and $850
million from the issuance of third lien paid-in-kind debt due 2015
by Entegra's parent Company Entegra Holdings LLC, will be used to
refinance existing debt, to fund major maintenance and debt
service reserve accounts, to pay transaction expenses and to
distribute up to $548 million to existing owners.  The third lien
PIK debt is not rated by Moody's.

Entegra, an intermediate holding Company, is a wholly-owned
subsidiary of Holdings and owns approximately 4,300 megawatts of
gas-fired, combined cycle generation facilities in Arizona and
Arkansas through its Gila River Power LP and Union Power Partners
LP subsidiaries.  Entegra and Holdings are collectively referred
to as "the Company".  The Company currently operates Gila and
Union primarily as merchant generating facilities.

The B3 rating assigned to Entegra's second lien credit facilities
reflects the Company's highly leveraged consolidated capital
structure, its significant exposure to power price volatility and
its subordination to first lien creditors.  Entegra is party to an
unrated $350 million first lien hedging letter of credit facility
to support its in-house energy management group's efforts to hedge
the Company's generating capacity.  While Entegra has not
experienced any draws on issued letters of credit, this facility
could potentially pressure liquidity and impact the recovery of
the second lien facilities.

The rating, however, is supported by the predictable cash flow
stream resulting from a 10-year 510-megawatt tolling agreement,
Union and Gila's strong operating history, and project finance
features that include cash funded major maintenance and debt
service reserve accounts and mandatory debt repayment.

The Company's highly leveraged capital structure results in
relatively weak consolidated financial metrics that are consistent
with other B-rated project finance issuers.  Over the next three
years, the ratio of consolidated funds from operations to total
consolidated debt is expected to range between 2% to 3%, while
annual coverage of cash interest expense is slightly less than 2x.  
Furthermore, the B3 rating reflects the significant accretion of
the third lien PIK debt which results in consolidated debt levels
increasing to approximately $2 billion by year-end 2013 from
$1.3 billion at close.  This steadily increasing consolidated debt
position not only reduces the Company's financial flexibility but
also has the potential to complicate Entegra's ability to
refinance any remaining second lien debt maturing in early 2014.

In assigning the rating, Moody's considered structural features,
including a 100% mandatory cash sweep of excess cash flow with
proceeds to be used for term loan debt repayment, a $20 million
cash funded debt service reserve, and a $30 million revolving
credit facility that could be used to make mandatory debt service
payments in the event that the debt service reserve is exhausted.
In addition, Entegra can utilize funds held in its major
maintenance reserve on an intra-year basis if needed.

The second lien credit facilities will be secured by a second lien
on all of Entegra's assets and will receive upstream guarantees
from Union and Gila.  Second lien lenders will share the
collateral with the first lien letter of credit facility and
Holding's third lien PIK term loan.  The financing documents will
include minimum cash interest coverage ratio and maximum
Debt/EBITDA ratios.

Entegra's stable rating outlook incorporates an expectation of
continued strong operating performance and modest de-leveraging
under the cash sweep mechanism over the next three years

The ratings are predicated upon final structure and documentation
in accordance with Moody's current understanding of the
transaction.

Entegra is headquartered in Tampa, Florida.


ENVIRONMENTAL COMFORT: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Environmental Comfort Systems, Inc.
        8385 Canoga Avenue
        Canoga Park, CA 91304

Bankruptcy Case No.: 07-10704

Chapter 11 Petition Date: March 6, 2007

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Andrew A Goodman, Esq.
                  Law Offices of Andrew Goodman
                  16000 Ventura Boulevard #1000
                  Encino, CA 91436
                  Tel: (818) 644-6022
                  Fax: (818) 986-6534

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service                                $750,000
6230 Van Nuys Boulevard
Van Nuys, CA 91401

Pacific Western Bank          Personal Property,        $560,000
10450 Pioneer Boulevard       Equipment, etc.
Unit 6
Santa Fe Springs, CA 90670

Internal Revenue Service                                $400,000
6230 Van Nuys Boulevard
Van Nuys, CA 91401


FORD MOTOR: Mich. Court Orders Repayment of $80 Mil. to Navistar
----------------------------------------------------------------
Ford Motor Co. will repay Navistar International Inc. $80 million
as part of a consent order that will ensure continued supply of
diesel engines for its Super Duty pickup trucks in the immediate
future, Terry Kosdrosky of the Wall Street Journal reports.

Ford, the report said, had debited about $160 million from
Navistar invoices as part of the dispute over warranty and pricing
issues.  

The order, released Friday by a Michigan circuit court judge,
directed Ford to transfer $80 million to Navistar by March 13 and
required both companies to engage in "high-level meetings" and try
to reach a final resolution to the dispute, WSJ relates.

In a previous WSJ report, published in the Troubled Company
Reporter on Mar. 8, 2007, the Journal said that Ford and Navistar
commenced a negotiation to temporarily settle a long-running
pricing dispute over diesel engines Navistar supplies for Ford's
heavy-duty F-Series pickups.

The negotiation followed the automaker and the engine supplier's
motion asking Oakland County Circuit Court Judge John McDonald to
delay ruling on the companies' pricing dispute.

The dispute, the Journal said, goes back over a year, involving a
previous diesel truck engine Navistar built for Ford from 2002
through the end of 2006.  It also involves a new engine Navistar
began shipping last month with the launch of the redesigned Ford
F-Series Super Duty pick-up truck.

The F-series pick-up truck is Ford's best-selling and most
profitable line of vehicles, the report relates.

Navistar, the Journal said, is the sole supplier of diesel engines
to Ford, producing 225,000 to 300,000 of them a year.

Two weeks ago, Ford estimated $11,182 million in total life-time
costs for restructuring actions.  

Of the total $11,182 million of estimated costs, Ford said 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.

Ford, which incurred a $12,613 million net loss on $160,123
million of total sales and revenues for the year ended Dec. 31,
2006, said in a regulatory filing with the Securities and Exchange
Commission that its overall market share in the United States has
declined in each of the past five years, from 21.1% in 2002 to
17.1% in 2006.  The decline in overall market share primarily
reflects a decline in the company's retail market share, which
excludes fleet sales, during the past five years from 16.3% in
2002 to 11.8% in 2006, the automaker said.

Ford also reported a $16.9 billion decrease in its stockholders'
equity at Dec. 31, 2006, which, according to the company,
primarily reflected 2006 net losses and recognition of previously
unamortized changes in the funded status of the company's defined
benefit postretirement plans as required by the implementation of
Statement of Financial Accounting Standards No. 158, offset
partially by foreign currency translation adjustments.

                About Navistar International Corp.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV market.  The company also provides
truck and diesel engine parts and service sold under the
International brand.  A wholly owned subsidiary offers financing
services.

                       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.


FRIENDLY ICE CREAM: Moody's Affirms Corporate Family Rating at B3
-----------------------------------------------------------------
Moody's Investors Service affirmed Friendly Ice Cream
Corporation's B3 corporate family rating and the Caa1 senior
unsecured rating and changed the outlook to developing following
the company's report that it is exploring strategic alternatives
to enhance shareholder value.

The developing outlook incorporates uncertainty as to the timing,
nature and potential impact on creditors resulting from any
actions taken by the company.  However, Moody's added that the
revised outlook anticipates a near-to-intermediate term
resolution.  The rating agency will continue to monitor
developments and take further rating action once the outcome is
announced.

Ratings affirmed with a developing outlook:

   -- B3 corporate family rating
   -- Caa1 $175 million senior unsecured notes due in 2012

Friendly Ice Cream Corporation, headquartered in Wilbraham,
Massachusetts, operated 316 and franchised 205 family-style
restaurants largely in the Northeast as of Dec. 31, 2006.  In
addition to the restaurant operations, the company manufactures
packaged ice cream desserts distributed through more than 4,000
supermarkets in twelve states.  Revenues for fiscal 2006 totaled
$531 million.


FURNITURE BRANDS: May Not Comply with Covenants in March 31
-----------------------------------------------------------
Furniture Brands International Inc. disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that
although it is currently in compliance with the financial
covenants in its revolving credit facility and note purchase
agreement, the present outlook for business conditions indicates
the company will likely not be in compliance as of March 31, 2007.

The company says that it is currently in negotiations with both
lending groups to amend the agreements to include less restrictive
covenants.  These negotiations could result in economic
concessions to the lending groups including increased costs,
reduction in the size of the revolving credit facility or other
modifications to the terms and conditions of the agreements.

Based upon several considerations underlying overall financial
position, including its historical profitability and ability to
generate positive operating cash flow, the company expects these
negotiations to be completed in a timely manner.

However, if these negotiations are unsuccessful and the company is
in default under the credit agreements, the lending groups have
certain rights including the termination of commitments and
acceleration of principal and interest payments.  The successful
completion of these negotiations or the refinancing of the credit
agreements would be necessary to meet the company's future
liquidity requirements.

                   Revolving Credit Facility

On April 21, 2006, the company refinanced its revolving credit
facility with a group of financial institutions.  The facility is
an unsecured revolving credit facility with a commitment of
$400.0 million and a maturity date of April 21, 2011.

The revolving credit facility allows for cash borrowings and the
issuance of letters of credit.  Letters of credit outstanding are
limited to no more than $100.0 million, with cash borrowings
limited only by the facility's maximum availability less letters
of credit outstanding.  On Dec. 31, 2006, there were
$160.0 million in cash borrowings, $10.0 million of which was
classified as current maturities, and $9.2 million in letters of
credit outstanding, leaving an excess of $230.8 million available
under the facility for future liquidity needs.

Cash borrowings under the revolving credit facility bear interest
at a base rate or at an adjusted Eurodollar rate plus an
applicable margin, depending upon the type of loan the company
selects.  The applicable margin over the Eurodollar rate is
subject to adjustment based upon certain credit ratings.

At Dec. 31, 2006, loans outstanding under the revolving credit
facility consisted of $160.0 million based on the adjusted
Eurodollar rate currently at an annual interest rate of 6.10%.

                    Note Purchase Agreement

On May 17, 2006, the company entered into a Note Purchase
Agreement with a group of private investors.  The Note Purchase
Agreement allowed for the issuance and sale of $150.0 million of
6.83% Senior Notes, and the proceeds were used to reduce
borrowings under the revolving credit facility.  The notes mature
over varying dates ranging from May 17, 2014 through May 17, 2018.

                       About Furniture Brands

Based in St. Louis, Missouri, Furniture Brands International Inc.
(NYSE: FBN) -- http://www.furniturebrands.com/-- is one of
America's largest residential furniture companies.  The company
produces, sources and markets its products under six of the best-
known brand names in the industry -- Broyhill, Lane, Thomasville,
Henredon, Drexel Heritage and Maitland-Smith.


FURNITURE BRANDS: Moody's Puts Ratings on Review and May Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the Ba1 ratings of Furniture
Brands under review for possible downgrade following the company's
recent disclosure in its 10-K that as of March 31, 2007, it will
likely not be in compliance with certain financial covenants in
its unsecured revolving credit facility and note purchase
agreement.  LGD assessments are also subject to change.

"Although the company is in process of negotiating to amend the
facilities to include less restrictive covenants, the negotiations
could result in economic concessions to the lending groups
including increased costs, reduction in the size of the revolver
or other modifications to the terms and conditions of the
agreements." said Kevin Cassidy, Vice President/Senior Analyst at
Moody's Investors Service.

On Feb. 20, 2007, Moody's downgraded the company's debt rating to
below investment grade (Ba1) based on deterioration in the
company's margins and credit metrics over the past two years and
continuing challenges in addressing weakness in its Broyhill
brand.

The review will focus on the company's ability to amend its credit
facility and note purchase agreement in a timely manner and the
terms and conditions of the amended facilities.  The review will
also focus on the company's expected quarterly cash flow and
liquidity profile as the company's financial flexibility may not
be commensurate with a Ba1 rating.

Ratings on review for possible downgrade:

   * Corporate family rating at Ba1

   * Probability of default rating at Ba1

   * $400 million guaranteed revolving credit facility, due 2011,
     at Ba1

Based in St. Louis, Missouri, Furniture Brands manufactures and
sells case goods, stationary and upholstery products, and other
home furniture products.  Revenues for the year ended
Dec. 31, 2006, approximated $2.4 billion.


GAP INC: Reports $910 Mil. in Net Sales for Period Ended March 3
----------------------------------------------------------------
Gap Inc. reported net sales of $910 million for the four-week
period ended March 3, 2007, which represents a 5% increase
compared with net sales of $865 million for the four-week period
ended February 25, 2006.

Due to the 53rd week in fiscal year 2006, February 2007 comparable
store sales are compared to the four-week period ended March 4,
2006.  On this basis, the company's comparable store sales
decreased 4%, compared to a decrease of 11% as reported for
February 2006.

Comparable store sales by division for February 2007 were:

    * Gap North America: negative 5% versus negative 7% last year

    * Banana Republic North America: flat versus negative 11%
      last year

    * Old Navy North America: negative 6% versus negative 14%
      last year

    * International: positive 2% versus negative 14% last year.

"During February, Banana Republic customers continued to respond
to the brand's product assortments and accessories, and in
particular the men's collection performed well," said Sabrina
Simmons, senior vice president of corporate finance at Gap Inc.  
"As expected, results at Gap and Old Navy continued to be
challenging, though the kids business performed stronger than the
adult business at both brands."

As of March 3, 2007, Gap Inc. operated 3,135 store locations
compared with 3,053 store locations on February 25, 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.


GE COMMERCIAL: Fitch Holds B- Rating on $2 Mil. Class O Certs.
--------------------------------------------------------------
Fitch Rating has affirmed ratings of GE Commercial Mortgage
Corporation's Series 2006-C1, commercial mortgage pass-through
certificates:

   -- $43.9 million class A-1 at 'AAA';
   -- $54.4 million class A-2 at 'AAA';
   -- $47.2 million class A-3 at 'AAA';
   -- $53.2 million class A-AB at 'AAA';
   -- $620.1 million class A-4 at 'AAA';
   -- $301.7 million class A-1A at 'AAA';
   -- $160.9 million class A-M at 'AAA';
   -- $146.8 million class A-J at 'AAA';
   -- Interest-Only class X-W at 'AAA';
   -- $36.2 million class B at 'AA';
   -- $14.1 million class C at 'AA-';
   -- $24.1 million class D at 'A';
   -- $14.1 million class E at 'A-';
   -- $14.1 million class F at 'BBB+';
   -- $14.1 million class G at 'BBB';
   -- $14.1 million class H at 'BBB-';
   -- $6.0 million class J at 'BB+';
   -- $6.0 million class K at 'BB';
   -- $6.0 million class L at 'BB-';
   -- $2.0 million class M at 'B+';
   -- $4.0 million class N at 'B'; and
   -- $2.0 million class O at 'B-'.

Fitch does not rate the $18.1 million class P.

The affirmations are due to minimal paydown since issuance due to
amortization.  As of the February 2007 remittance report, the
transaction has paid down 0.4% to $1.603 billion from
$1.608 billion at issuance.  Interest-only loans comprise 25% of
the transaction.

There are four credit assessed loans in the transaction considered
investment grade.

277 Park Avenue (11.7%) is secured by a 1.8 million sf office
property in Midtown Manhattan.  As of October 2006, the property
was 87.6% occupied compared to 100% occupied at issuance.

KinderCare Portfolio (9.3%) is secured by 713 child care
properties located in 37 states.

Level 3 Communications (2.8%) is secured by a 776,058 sf office
property located in Broomfield, CO.  The property is 100% leased
to Level 3 Communications, Inc.

Embassy Suites (1.8%) is secured by a 268 room full service hotel
in Alexandria, Virginia.  As of December 2006, occupancy was 80.9%
with RevPAR of $151.49, compared to 81.7% occupancy and $136.56
RevPAR at issuance.


GENERAL MOTORS: Directors Approved Bylaws Amendments
----------------------------------------------------
General Motors Corp.'s Board of Directors, on March 5, 2007,
approved amendments to the Corporation's Bylaws effective
immediately.

Section 2.1, which establishes the number of directors as 12
unless changed from time to time by resolution of the Board of
Directors, was amended to add that the Board will not change the
number of directors to less than 3 nor more than 17 without the
consent of GM's stockholders. The current number of directors,
established by resolution of the Board, is 11.

The amendment also added a provision stating that there is no
vacancy on the Board as long as the number of directors in office
is equal to the number of directors established in Section 2.1 or
by a resolution of the directors pursuant to Section 2.1.

In addition, Section 3.1 was amended to provide that the standing
committees of the Board include, rather than comprise, the
committees listed in that section, and to authorize the Board to
establish an administrative committee to deal with matters that
are not expressly reserved to the jurisdiction of the Board or one
of its committees according to its delegation of authority and are
not otherwise significant.

Section 3.2 has been amended to identify the specific committees
of the Board for which the members and chairmen shall be elected
annually and that are subject to the requirements that only
Independent Directors shall be members, rather than refer to the
standing committees of the Board.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the   
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries including Belgium, France, Germany, India, Mexico,
and its vehicles are sold in 200 countries.  GM sells cars and
trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM
Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GENERAL NUTRITION: Prices Offering of $410 Million Senior Notes
---------------------------------------------------------------
General Nutrition Centers, Inc., prices its offering of
$300 million in aggregate principal amount of senior floating
rate toggle notes due 2014 and $110 million in aggregate
principal amount of 10.75% senior subordinated notes due 2015.  

The Senior Notes were issued at 99% of par, and the Senior Sub
Notes were issued at par.

The offering of the Notes is conditioned on the closing of the
agreement of GNC Parent Corporation to be acquired by an affiliate
of Ares Management LLC and the Ontario Teachers' Pension Plan.  
The proceeds from the sale of the Notes, together with borrowings
by the company under a new senior term loan facility, will be used
to finance a portion of the transactions in connection with the
acquisition, including repayment of certain of the company's
existing debt.

Interest on the Senior Notes is payable and reset semiannually.  
The company may elect to pay interest on the Senior Notes entirely
in cash, entirely by increasing the principal amount of the Senior
Notes or issuing new notes, or on 50% of the outstanding principal
amount of the Senior Notes in cash and on 50% of the outstanding
principal amount of the Senior Notes in PIK Interest.  Cash
interest on the Senior Notes will accrue at six-month LIBOR plus
4.5%, and PIK Interest, if any, will accrue at six-month LIBOR
plus 5.25%.  The Senior Sub Notes will bear interest, payable
semiannually and entirely in cash, at a rate per annum equal to
10.75%.  The Senior Notes will be the unsecured senior obligations
of the company, and will be guaranteed on an unsecured senior
basis by each of the company's existing and future United States
subsidiaries as defined under the terms of the Notes.  The Senior
Subordinated Notes will be the senior subordinated unsecured
obligations of the company, and will be guaranteed on a senior
subordinated unsecured basis by each of the Subsidiaries.

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

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

                          *     *     *

As reported in the Troubled Company Reporter on March 2, 2007,
Moody's Investors Service assigned a B3 corporate family rating
and SGL-3 liquidity rating to General Nutrition Centers, Inc.

Moody's also rated GNC's proposed secured bank loan at B1, LGD2,
27%, senior notes at Caa1, LGD5, 77%, and senior subordinated
notes at Caa2, LGD6, 95%.  Proceeds from the new debt, together
with preferred and common equity from the new owners Ares
Management and Ontario Teachers' Pension Plan, will be used to
finance the leveraged buyout of GNC from Apollo Management for
total consideration of almost $1.7 billion.  The rating outlook is
stable.


GMAC COMMERCIAL: Moody's Junks Rating on $10 Mil. Class L Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the rating of one class and affirmed the ratings of
seven classes of GMAC Commercial Mortgage Securities, Inc., Series
1999-C3 Mortgage Pass-Through Certificates:

   -- Class A-1-b, $160,665,348, Fixed, affirmed at Aaa
   -- Class A-2, $419,464,951, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $51,840,000, Fixed, affimed at Aaa
   -- Class C, 57,601,000,  Fixed, affirmed at Aaa
   -- Class D, $20,160,000, WAC,   affirmed at Aaa
   -- Class E, $37,440,000, WAC,   upgraded to Aaa from A3
   -- Class F, $23,040,000, WAC,   upgraded to Aaa from Baa3
   -- Class G, $57,601,000, Fixed, upgraded to Baa3 from B1
   -- Class H, $8,640,000,  Fixed, upgraded to Ba2 from B2
   -- Class J, $11,520,000, Fixed, upgraded to B3 from Caa1
   -- Class K, $14,400,000, Fixed, affirmed at Caa3
   -- Class L, $10,750,586, Fixed, downgraded to C from Ca

As of the Feb. 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 24.2%
to $873.1 million from $1.2 billion at securitization.

The Certificates are collateralized by 124 mortgage loans ranging
in size from less than 1.0% to 8.5% of the pool, with the top 10
loans representing 35.8% of the pool.  The pool includes two
shadow rated loans, representing 13.2% of the pool, and a conduit
component, representing 40.5% of the pool.  Forty-eight loans,
representing 46.3% of the pool, have defeased and are
collateralized by U.S. Government securities.  Eleven loans have
been liquidated from the pool resulting in aggregate realized
losses of approximately $18.1 million.  One loan, representing
1.0% of the pool, is in special servicing.  Moody's projects a
loss of approximately $1.0 million for this loan.  Twenty-one
loans, representing 11.6% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for approximately 95.7% and 95.4%, respectively,
of the performing loans in the pool.  Moody's loan to value ratio
for the conduit component is 76.2%, compared to 86.3% at Moody's
last full review in November 2005 and compared to 88.5% at
securitization.  Moody's is upgrading Classes E, F, G, H and J due
to the large percentage of defeased loans, stable overall pool
performance and increased subordination levels.  Moody's is
downgrading Class L due to realized and anticipated losses from
the specially serviced loans.  Realized losses have eliminated
Classes M and N in their entirety.

The largest shadow rated loan is the Biltmore Fashion Park Loan of
$74.3 million (8.6%), which is secured by the borrower's interest
in a 609,000 square foot open-air regional mall located in
Phoenix, Arizona.  The center is located five miles north of the
CBD.  The property is anchored by Saks Fifth Avenue and Macy's,
which owns its own improvements and is not part of the collateral.
In-line tenants include Borders Books, Polo, Restoration Hardware,
Pottery Barn, Cartier, Elizabeth Arden Red Door Salon and
William's-Sonoma.  As of December 2006 the property was 93.1%
leased, compared to 98.0% at last review and compared to 96.0% at
securitization.  Despite the drop in in-line occupancy,
performance has improved since securitization due to higher rental
income and loan amortization.  The loan sponsors are Macerich
Partnership LP, a publicly traded REIT, and the California Public
Employee's Retirement System.  Moody's current shadow rating is
A3, compared to Baa2 at last review and compared to Baa3 at
securitization.

The second shadow rated loan is the Equity Inns Portfolio Loan of
$42.5 million (4.7%), which represents a 50.0% participation
interest in two cross collateralized loans secured by a portfolio
of 19 extended stay and limited service hotels.  The properties
are located in 13 states, total 2,453 guestrooms and are flagged
by AmeriSuites, Hampton Inn, Homewood Suites and Residence Inn.
The portfolio's financial performance has improved since last
review due to higher RevPAR.  RevPAR for calendar year 2006 was
$65.29, compared to $64.30 in calendar year 2005 and $50.96 in
September 2004, and compared to $66.14 at securitization.  The
loan amortizes on a 300-month schedule and has amortized by
approximately 12.1%.  Moody's current shadow rating is Baa3,
compared to Ba3 at last review and compared to Baa3 at
securitization.

The top three non-defeased conduit loans represent 5.7% of the
outstanding pool balance.  The largest non-defeased conduit loan
is the Texas Development Investors Apartment Portfolio Loan of
$24.5 million (2.6%), which is secured by four multifamily
properties located in suburban Houston, Texas.  Built between 1973
and 1980 and renovated in 1995, the properties range in size from
96 to 1,682 units and total 2,273 units.  The portfolio's
performance has been impacted by sluggish market conditions and
extensive damage at two of the properties.  The 2003 Southwest
Village property sustained major tornado damage to 48 units.  
These units have been demolished and the insurance proceeds were
used to make improvements at one of the other crossed properties.
In December 2005, there were two fires at Bellfort III that
damaged 20 units; which remain unused.  As of September 2006 the
portfolio was 88.4% occupied, compared to 88.0% at securitization.  
The loan is on the master servicer's watchlist due to low debt
service coverage and casualty.  Moody's LTV is 84.9%, compared to
99.0% at last review and compared to 94.0% at securitization.

The second largest conduit loan is the Air Touch Building Loan of
$12.9 million (1.5%), which is secured by a 120,000 square foot
office building located in Dublin, Ohio, approximately 17 miles
northwest of Columbus.  The building was constructed in 1998.  The
property is 100.0% occupied by New Par through December 2014.  The
loan's performance has been impacted by a decrease in rental
revenues.  Moody's LTV is 92.3%, compared to 81.6% at last review
and compared to 95.2% at securitization.

The third largest conduit loan is the Tivoli Lakes Club Apartments
Loan of $12.4 million (1.4%), which is secured by a 278-unit
multifamily property located in Deerfield Beach, Florida.  The
complex was constructed in 1990.  As of January 2007 the property
was 98.2% occupied, compared to 94.0% at securitization.  Moody's
LTV is 55.5%, compared to 97.4% at last review and compared to
96.3% at securitization.

The pool's collateral is a mix of U.S. Government securities,
retail, multifamily and manufactured housing, office and mixed
use, lodging and industrial and self storage.  The collateral
properties are located in 30 states.  The highest state
concentrations are Texas, Arizona, California, Ohio and Florida.
All of the loans are fixed rate.


GREAT REPUBLIC: A.M. Best Says Financial Strength is Weak
---------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C-
(Weak) from C+ (Marginal) and assigned an issuer credit rating of
"cc" to Great Republic Life Insurance Company (Seattle, WA).  The
outlook has been revised from stable to negative.

The rating actions reflect a $1.7 million net loss and a
corresponding reduction in the company's capital and surplus
position in 2006, which were the result of Great Republic's
strengthening of its active life reserves in its core long-term
care business as mandated by the Washington State Office of the
Insurance Commissioner.

Great Republic's operations are focused on the long-term care
market.  At year-end 2006, its capital and surplus position was
less than $1 million.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.
   

GREENLEE ENTERPRISES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Greenlee Enterprises, Inc.
        aka Kwik Kar Oil & Lube on Ferris
        614 Clinton Street
        Ovilla, TX 75154

Bankruptcy Case No.: 07-31076

Chapter 11 Petition Date: March 5, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Mark I. Agee, Esq.
                  Mark Ian Agee, Attorney at Law
                  5401 North Central Expressway, Suite 220
                  Dallas, TX 75205
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966

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
   ------                     ---------------       ------------
Business Loan Center LLC      Business loan           $1,007,379
1633 Broadway 39th Floor                                  Value:
New York, NY 10019                                      $312,090

Lawrence McWilliams           Business loan             $125,755
L.R. McWilliams Enterprises,
Inc.
4612 Cripple Creek Road
Ft. Worth, TX 76137

Kwik Industries, Inc.         Business debt              $99,902
Attn: Note Dept.
4725 Nail Road
Dallas, TX 752443

Kwik Industries, Inc.         Business debt              $89,818
Attn: Note Dept.
4725 Nail Road
Dallas, TX 752443

Kwik Industries, Inc.         Trade vendor               $45,398

Wells Fargo Bank              Business loan              $39,668

Betty L. Dwyer                Business loan              $26,812

SOPUS Products                Trade vendor               $19,443

American Express Blue         Credit card                $18,682

Betty L. Dwyer                Business loan              $15,947

SOPUS Products                Trade vendor               $14,918

Citizens National Bank of TX  Business loan              $10,861

Bank of America               Credit card                 $8,600

Golden Eagle Leasing          Business debt               $7,664

Ashland Inc.                  Trade vendor                $7,339

SOPUS Products                Trade vendor                $7,339

Vineyard's Auto Supply        Trade vendor                $1,318

Combined Insurance Agencies   Insurance                   $1,191
Inc.

AT&T Yellow Pages             Advertising                 $1,165

America First Insurance Co.   Insurance                   $1,059


GREENWICH CAPITAL: Fitch Rates $8.2 Mil. Class Q Certs. at B-
-------------------------------------------------------------
Greenwich Capital Commercial Funding Corp., 2007-GG9, commercial
mortgage pass-through certificates are rated by Fitch Ratings:

   -- $84,000,000 class A-1 'AAA';
   -- $1,180,078,000 class A-2 'AAA';
   -- $85,985,000 class A-3 'AAA';   
   -- $88,000,000 class A-AB 'AAA'
   -- $2,671,598,000 class A-4 'AAA';
   -- $493,485,000 class A-1-A 'AAA';
   -- $557,593,000 class A-M 'AAA';
   -- $575,393,000 class A-J 'AAA';
   -- $100,000,000 class A-MFL 'AAA';
   -- $6,575,923,863 class X 'AAA';
   -- $32,880,000 class B 'AA+';
   -- $98,638,000 class C 'AA';
   -- $41,100,000 class D 'AA-';
   -- $41,099,000 class E 'A+';
   -- $57,540,000 class F 'A';
   -- $57,539,000 class G 'A-';
   -- $82,199,000 class H 'BBB+';
   -- $65,759,000 class J 'BBB';
   -- $65,760,000 class K 'BBB-';
   -- $32,879,000 class L 'BB+';
   -- $16,440,000 class M 'BB';
   -- $24,660,000 class N 'BB-';
   -- $16,440,000 class O 'B+';
   -- $16,439,000 class P 'B';
   -- $8,220,000 class Q 'B-'; and
   -- $82,199,863 class S 'NR'.

Classes A-1, A-2, A-3, A-AB, A-4, A-1-A, A-M, A-J, B, C, D, E and
F are offered publicly, while classes A-MFL, G, H, J, K, L, M, N,
O, P, Q, S and X 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 201
fixed rate loans having an aggregate principal balance of
approximately $6,575,923,864, as of the cutoff date.


GSAMP TRUST 2007-FM2: Moody's Rates Class B-2 Certificates at Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by GSAMP Trust 2007-FM2 and ratings ranging
from Aa1 to Ba2 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by Fremont Investment & Loan
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Goldman Sachs Mortgage Company.  The ratings are
based primarily on the credit quality of the loans and on
protection against credit losses by subordination, excess spread,
and overcollateralization.  The ratings also benefit from the
interest-rate cap and interest-rate swap agreements provided by
Goldman Sachs Mitsui Marine Derivative Products, L.P.  Moody's
expects collateral losses to range from 5.50% to 6.00%.

Fremont Investment & Loan will service the loans and Wells Fargo
Bank, N.A. will act as master servicer.  On March 5, 2007, Moody's
downgraded Fremont's servicer quality rating as a primary servicer
of subprime residential mortgage loans to SQ4+ from SQ3+.  Moody's
has assigned Wells Fargo its top servicer quality rating of SQ1 as
a master servicer.

These are the rating actions:

   * GSAMP Trust 2007-FM2

   * Mortgage Pass-Through Certificates, Series 2007-FM2

                    Class A-1,  Assigned Aaa
                    Class A-2A, Assigned Aaa
                    Class A-2B, Assigned Aaa
                    Class A-2C, Assigned Aaa
                    Class A-2D, Assigned Aaa
                    Class M-1, Assigned Aa1
                    Class M-2, Assigned Aa2
                    Class M-3, Assigned Aa3
                    Class M-4, Assigned A1
                    Class M-5, Assigned A2
                    Class M-6, Assigned A3
                    Class M-7, Assigned Baa1
                    Class M-8P, Assigned Baa2
                    Class M-8D, Assigned Baa2
                    Class M-9,  Assigned Baa2
                    Class B-1,  Assigned Ba1
                    Class B-2,  Assigned Ba2


GSAMP TRUST 2007-HE1: Moody's Rates Class B-2 Certificates at Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by GSAMP Trust 2007-HE1, and ratings ranging
from Aa1 to Ba2 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by fixed-rate and adjustable-rate
subprime mortgage loans originated or acquired by Goldman Sachs
Mortgage Company, First Horizon Home Loan Corporation, Home Loan
Corporation, SouthStar Funding, LLC, Wilmington Finance, Inc,
Senderra Funding LLC, and LownHome Financial Holdings, LLC.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, excess spread,
overcollateralization, and an interest rate swap and rate cap
agreement between the trust and Goldman Sachs Mitsui Marine
Derivative Products, L.P.  Moody's expects collateral losses to
range from 6.55% to 7.05%.

Litton Loan Servicing LP, and Avelo Mortgage, L.L.C. will service
the loans.  Wells Fargo Bank, N.A. will act as master servicer.
Moody's has assigned Litton its top servicer quality rating of SQ1
as primary servicer of subprime loans.  Furthermore, Moody's has
assigned Wells Fargo its top servicer quality rating of SQ1 as a
master servicer.

These are the rating actions:

   * GSAMP Trust 2007-HE1

   * Mortgage Pass-Through Certificates, Series 2007-HE1

                     Class A-1,  Assigned Aaa
                     Class A-2A, Assigned Aaa
                     Class A-2B, Assigned Aaa
                     Class A-2C, Assigned Aaa
                     Class A-2D, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned Baa1
                     Class M-8, Assigned Baa2
                     Class M-9, Assigned Baa3
                     Class B-1, Assigned Ba1
                     Class B-2, Assigned Ba2


GSAMP TRUST 2007-NC1: Moody's Rates Class B-2 Certificates at Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by GSAMP Trust 2007-NC1 and ratings ranging
from Aa1 to Ba2 to the subordinate certificates in the deal.

The securitization is backed by NC Capital Corporation originated,
adjustable-rate and fixed-rate, subprime mortgage loans acquired
by Goldman Sachs Mortgage Company.  The ratings are based
primarily on the credit quality of the loans and on protection
against credit losses by subordination, excess spread, and
overcollateralization.  The ratings also benefit from the
interest-rate swap and cap agreements provided by Goldman Sachs
Mitsui Marine Derivative Products, L.P.  Moody's expects
collateral losses to range from 6.00% to 6.50%.

Avelo Mortgage, L.L.C. will service the mortgage and Wells Fargo
Bank, N.A. will act as master servicer.  Moody's has assigned
Wells Fargo its top servicer quality rating of SQ1 as a master
servicer.

These are the rating actions:

   * GSAMP Trust 2007-NC1

   * Mortgage Pass-Through Certificates, Series 2007-NC1

                     Class A-1,  Assigned Aaa
                     Class A-2A, Assigned Aaa
                     Class A-2B, Assigned Aaa
                     Class A-2C, Assigned Aaa
                     Class A-2D, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned Baa1
                     Class M-8, Assigned Baa2
                     Class M-9, Assigned Baa3
                     Class B-1, Assigned Ba1
                     Class B-2, Assigned Ba2


HEALTH CARE: Moody's Lifts Pref. Stock's Rating to Baa3 from Ba1
----------------------------------------------------------------
Moody's raised Health Care REIT, Inc.'s senior unsecured ratings
to Baa2 from Baa3 and the preferred stock ratings to Baa3 from
Ba1, concluding its review.  The outlook is stable.

In September 2006, the company was placed under review for
possible upgrade following the REIT's report that it will acquire
Windrose Medical Properties Trust.  The upgrade reflects the
broader health care platform, significant asset type
diversification and further operator diversification, which should
support greater earnings stability for the REIT.  

In addition, HCN has demonstrated its ability to grow its
portfolio while maintaining sound financial flexibility.

Health Care REIT's portfolio will continue to grow in 2007.
Moody's expects that HCN's leverage will be reduced closer to 45%
of gross assets while overall financial flexibility will remain
robust given the company's historically conservative financial
profile and commitments to return to a more moderate debt
capitalization levels by YE 2007.  Secured debt is expected to
remain at about 10% of gross assets.  Integration risk of the new
asset type, medical office buildings, and operating platform is a
modest credit concern, but it is mitigated by the strengths of the
REIT's management team and internal operating systems.

Moody's also notes that the development pipeline is growing in
independent and assisted living products, and these asset types
have low barriers to entry as well as a history of overbuilding.
Moody's will be focused on monitoring the company's development
activities.

Moody's indicated that any future rating upgrade would depend on
reduction in leverage closer to 40%, while reducing secured debt
to below 10%.  In addition, any future upgrade would require
successful integration of the Windrose and Rendina MOB platforms,
while decreasing the standard deviation of ROAA post-integration.
As the Baa2 rating takes into account the REIT's stated intent to
reduced leverage to 45%, failure to reduce leverage closer to 45%
over the intermediate term would put downward pressure on the
ratings.  Another material acquisition within a 12-month period
that would strain the current integration progress will place
negative pressure on the ratings.  Difficulties with the
integration of Windrose and Rendina, represented by material
decreases in EBITDA margins and a decrease in fixed charge
coverage to below 2.25x could result in a downgrade.

These ratings were upgraded:

   * Health Care REIT, Inc.

      -- Senior secured shelf to Baa1 from Baa2;
      -- senior unsecured to Baa2 from Baa3;
      -- senior unsecured shelf to Baa2 from Baa3;
      -- subordinated shelf to Baa3 from Ba1;
      -- preferred stock to Baa3 from Ba1; and,
      -- preferred stock shelf to Baa3 from Ba1.

Health Care REIT, Inc. is a real estate investment trust that
invests in health care and senior housing properties.  At
Dec. 31, 2006, the REIT had assets of $4.3 billion, with
578 facilities in 37 states.


HIENERGY TECHNOLOGIES: To File for Bankruptcy in California
-----------------------------------------------------------
HiEnergy Technologies, Inc.'s Board of Directors authorized last
Saturday for the Company and its subsidiaries to file for
voluntary protection under the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Central District of California.

The action was taken in order to protect the company's operations
and assets while it works to resolve its financial and business
challenges and was approved unanimously by the Directors in
attendance.

"While the decision to seek court protection was not an easy one,
the Board of Directors determined that it was the best means of
addressing our business and financial challenges.  We also believe
it is in the best interests of both HiEnergy and its creditors
that we be afforded the time and protection necessary to stabilize
the Company and to develop a long-term plan that will enable
HiEnergy to meet those challenges," stated William A. Nitze,
Chairman of HiEnergy Technologies.

The Company also said that it is currently seeking debtor-in-
possession financing, which, subject to court approval, would be
available to fund its continued operations under a plan of
reorganization.  As referenced in the company's public filings,
most recently in the quarterly report on Form 10-QSB for the
period ending October 31, 2006, as filed with the Securities and
Exchange Commission on December 20, 2006, there can be no
assurance that it will be successful in securing the appropriate
financing in a timely fashion.

The company does not expect that it will timely file its quarterly
report for the period ended January 31, 2007 by the anticipated
deadline.  The company intends to announce any notice of
delisting, upon which it will evaluate the trading of its common
stock in the pink sheets.

Additional information about HiEnergy's filing and possible
reorganization will be made available in subsequent releases and
on the Company's Web site at.

ABOUT HIENERGY TECHNOLOGIES, INC.
HiEnergy Technologies, Inc. -- http://www.hienergyinc.com/--  
(OTCBB:HIET) is the creator of the world's first "stoichiometric"
diagnostic devices that can effectively decipher the chemical
composition of unknown substances through metal or other barriers,
almost instantly and without human intervention.  HiEnergy's
Atometer(tm) devices incorporate a proprietary interrogation
process which activates a selected target with neutrons causing
the contents to emit back gamma rays that contain unique
signatures from which the chemical formulas are derived.


HOLLINGER INC: Ravelston Corp. Pleads Guilty to Diversion of Funds
------------------------------------------------------------------
Ravelston Corp. has pleaded guilty in a Chicago federal court to
fraud and agreed to pay a $7 million fine in connection with the
diversion of funds from Hollinger Inc., Bill Rochelle of Bloomberg
News reports.

Ravelston is in receivership in Canada with RSM Richter Inc.
serving as its Receiver.

According to the report, an indictment handed down in 2005 charged
that the Toronto-based newspaper publisher and four company
officers, including Conrad Black, diverted $84 million from
Hollinger Inc.

Mr. Black unsuccessfully fought in the Canadian courts to block
Ravelston from pleading guilty.  Mr. Black, who controlled
Ravelston which in turn controlled 78% of Hollinger, is
scheduled to go on trial in Chicago on a 14-count indictment
including charges of fraud and racketeering, Mr. Rochelle relates.

Mr. Black, the source said, resigned in 2003 from his positions at
Hollinger after claims that he and other executives shared $32
million in payments that weren't approved by the board of
directors or its compensation committee and not fully disclosed in
financial statements.

As reported in the Troubled Company Reporter on Jan. 30, 2007, the
Ontario Superior Court of Justice commenced a hearing into a
motion brought by RSM Richter on Jan. 25, 2007, seeking, among
other things, approval of a plea agreement negotiated with the
U.S. Attorney's office in respect of indictments laid in the
United States against Ravelston.  The motion was supported by
Hollinger and Sun-Times and was opposed by Conrad Black Capital
Corporation, Peter G. White and Peter G. White Management Limited.

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

The Board of Directors of Hollinger set Monday, May 7, 2007, as
the date of the company's Annual Meeting of shareholders.  The
time and location of the meeting will be announced in due course.
                        
                        About Ravelston

Ravelston Corp. is a privately-held Canadian corporation and
beneficially owns approximately 78% of Hollinger, Inc.'s stock.
Ravelston is the controlling shareholder of Hollinger, Inc.
Ravelston is owned and controlled by Conrad Black and David
Radler.  Mr. Black, through the Conrad Black Capital Corporation,
indirectly owns 65.1% of Ravelston.  Mr. Radler, through F.D.
Radler, Limited, indirectly owns 14.2% of Ravelston.  Mr. Black is
the Chairman and CEO of Ravelston while Mr. Radler is the
President.

                       About Hollinger Inc.

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

                         Litigation Risks

Hollinger Inc. faces various court cases and investigations:

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

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

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

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

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

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

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

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


HSI ASSET: Fitch Rates $16.1 Mil. Class M-10 Certificates at BB+
----------------------------------------------------------------
HSI Asset Securitization Corporation Trust 2007-HE1, which closed
on March 8, 2007, is rated by Fitch:

   -- $789.9 million classes I-A, II-A-1 through II-A-4'AAA';
   -- $44.8 million class M-1 'AA+';
   -- $48.9 million class M-2 'AA';
   -- $17.7 million class M-3 'AA-';
   -- $17.7 million class M-4 'A+';
   -- $18.2 million class M-5 'A';
   -- $23.4 million classes M-6 and M-7 'A-';
   -- $10.9 million class M-8 'BBB+';
   -- $14.6 million class M-9 'BBB'; and
   -- $16.1 million privately offered class M-10 'BB+'.

The 'AAA' rating on the senior certificates reflects the 24.10%
total credit enhancement provided by 4.30% class M-1, the 4.70%
class M-2, the 1.70% class M-3, the 1.70% class M-4, the 1.75%
class M-5, the 1.25% class M-6, the 1.00% class M-7, the 1.05%
class M-8, the 1.40% class M-9, the 1.55% privately offered class
M-10, and the 3.70% initial and target over-collateralization
(OC).

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the capabilities of Wells Fargo Bank, N.A., Countrywide
Home Loan Servicing LP, and Option One Mortgage Corporation as
Servicers, and the capabilities of Wells Fargo Bank, N.A. as
Master Servicer.  Deutsche Bank National Trust Company is the
trustee.

As of the statistical cut-off date, the collateral pool consists
of 5,402 fixed- and adjustable-rate loans and totals
$1,075,764,791.  Approximately 26.06% of the mortgage loans are
fixed-rate, 73.94% are adjustable-rate, and 16.45% are interest-
only rate mortgage loans.  Approximately 1.80% of the mortgage
loans are secured by a second lien.  The weighted average original
loan-to-value (OLTV) ratio is 82.96%.  The average outstanding
principal balance is approximately $199,142, the weighted average
coupon is 8.263%, and the weighted average remaining term to
maturity is 353 months.  The weighted average credit score is 626.
The loans are primarily geographically concentrated in California
(15.88%), Florida (9.87%) and New York (7.99%).


INGRAM MICRO: Earns $265 Million in Year Ended December 31
----------------------------------------------------------
Ingram Micro, Inc., filed its financial results for the fourth
quarter and fiscal year ended Dec. 30, 2006, with the Securities
and Exchange Commission.

Sales for the 2006 fiscal year were $31.36 billion, as compared
with sales of 28.8 billion for the fiscal year ended Dec. 31,
2005, an all-time record.  For the year ended Dec. 31, 2006, the
company had a net income of $265.76 million, an increase from a
net income of $216.9 million during the previous year.

Fiscal 2006 sales and net income hit record levels.  Of the
$31.36 billion in worldwide sales for the year ended Dec. 30,
2006, North America generated revenues at $13.58 billion; Europe
generated 34 percent of revenues at $10.75 billion; Asia-Pacific
generated revenues at $5.54 billion; and Latin America generated
revenues at $1.48 billion.

Worldwide operating income for the full year was $422.44 million
versus $362.18 million for 2005.  The 2006 full-year results
included $28.9 million of non-cash stock compensation expenses and
approximately $10.3 million of incremental technology enhancement
costs, which were not included in the prior-year results.

As of Dec. 31, 2006, the company had $7.7 billion in total assets,
$4.78 billion in total liabilities, resulting to $2.92 billion in
total stockholders' equity.  It held $333.33 million in cash and
cash equivalents as of Dec. 31, 2006, as compared with $324.48
million as of Dec. 31, 2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1af8

                    Fourth Quarter 2006 Results

For the fourth quarter ended Dec. 31, 2006, sales were
$8.85 billion, an increase from $7.96 billion in the prior-year
period.  The translation impact of the relatively stronger
European currencies had a positive effect on comparisons to the
prior year.  The company had a net income of $91.74 million for
the fourth quarter ended Dec. 31, 2006, as compared with net
income of $84.35 million for the fourth quarter ended Dec. 31,
2005.

The fourth-quarter results also include these items that were not
factored into the company's guidance:

     -- favorable legal settlement of approximately $4 million,
        reflecting a recovery from a customer bankruptcy;

     -- reduction of the effective tax rate from 28% for the first
        nine months of 2006 to 27.6% for the full year;

     -- an increase in outstanding shares to approximately
        174 million, as compared with 171 million disclosed in the
        company's guidance;

     -- complications in migrating to a new warehouse management
        system in Germany;

"We closed the year with record annual sales and income," Gregory
M. Spierkel, chief executive officer of Ingram Micro, said in
press release dated Feb. 15, 2007.  

"For the fourth quarter, sales hit a quarterly record and all four
regions reported operating margins of more than 150 basis points
for the first time in company history. Nearly every country
performed well.  While issues in Germany clouded our income
performance during the quarter, the warehouse management system is
now running effectively. We believe the upgraded system will drive
a more efficient and productive operation for Germany and the
region," Mr. Spierkel, added.

                Expectations for 2007 First Quarter

The company's expected results for the first quarter 2007, ending
March 31, 2007, include revenue of $8.1 billion to $8.35 billion
and net income of $63 million to $70 million.

The expected results are based on approximately 175 million
weighted average shares outstanding and a 28-percent effective tax
rate, and excludes the potential impact of the Brazilian legal
matter.  There is a pending legislation in Brazil, which if
enacted, is likely to require the company to pay a commercial tax
charge of approximately $33 million.  

In a press release dated Feb. 15, 2007, the company said that the
enactment of the pending tax legislation in Brazil before it could
file its annual report for 2006, may adversely affect its fourth-
quarter results.

                     About Ingram Micro, Inc.

Headquartered in Santa Ana, California, Ingram Micro, Inc.
(NYSE: IM) -- http://www.ingrammicro.com/-- together with its  
subsidiaries, distributes information technology products and
supply chain solutions worldwide.  Its IT products include
peripherals, networking, software, and systems.

                           *     *     *

Ingram Micro, Inc. carries Moody's Ba1 Long-term Corporate Family
Rating and Probability of Default Rating.


INGRAM MICRO: Expects $33 Million Commercial Tax Charges in Brazil
------------------------------------------------------------------
Ingram Micro, Inc. disclosed a likelihood of the company to take a
charge of approximately $33 million, related to the assessment of
its Brazilian subsidiary for commercial taxes on a purchase of
imported software for the period January to September 2002.  

The pending statute provides that no tax is due on such software
importation after Jan. 1, 2006.  However, proposed changes to the
tax law were approved by the Brazilian legislature on Feb. 6,
2007, and submitted to the president for signature on February 9.  

The estimated tax charge represents the principal amount of
$5.9 million of tax for the 2002 assessed period and $27.1 million
of potential tax assessment for the period from October 2002
through December 2005.  

While the tax authorities may seek to impose interest and
penalties in addition to the tax assessed, the company continues
to believe, based on the opinion of outside legal counsel, that it
has valid defenses to the assessment of interest and penalties,
which as of Dec. 30, 2006, potentially amount to approximately
$41.6 million.  Therefore, the company currently does not
anticipate establishing an additional reserve for interest and
penalties.

Management cannot assess the likelihood of the legislation in its
current form being signed by the president.  Therefore, the
company anticipates that the $33 million charge relating to the
commercial taxes will be recorded if and when the legislation is
enacted.

The pending legislation has not been enacted prior to the filing
of the company's 2006 Form 10-K.  Thus, the charge has not been
recorded in the company's annual report for the year ended Dec.
31, 2006, and will be recorded in the period in which the
legislation is enacted.

                     About Ingram Micro, Inc.

Headquartered in Santa Ana, California, Ingram Micro, Inc.
(NYSE: IM) -- http://www.ingrammicro.com/-- together with its  
subsidiaries, distributes information technology products and
supply chain solutions worldwide.  Its IT products include
peripherals, networking, software, and systems.

                           *     *     *

Ingram Micro, Inc. carries Moody's Ba1 Long-term Corporate Family
Rating and Probability of Default Rating.


INTERBATH INC: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Interbath, Inc.
             665 North Baldwin Park Boulevard
             City of Industry, CA 91746

Bankruptcy Case No.: 07-11744

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Interbath Australia Pty. Ltd.              07-11754

Type of Business: The Debtor designs and manufactures shower
                  heads.  See http://www.interbath.com/

Chapter 11 Petition Date: March 5, 2007

Court: Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtors' Counsel: Monica Y. Kim, Esq.
                  Ron Bender, Esq.
                  Levene, Neale, Bender, Rankin & Brill L.L.P.
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

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

Interbath Australia      $1 Million to        $1 Million to
   Pty. Ltd.             $100 Million         $100 Million  


A. Interbath, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Advance Paper Box             Note: $750,000          $1,063,984
P.O. Box 60549                Note payable
Los Angeles, CA 90060-0549    included in the
                              Claim amount  

Ace Plastics                                            $550,395
Unit 10, 5th Floor
Vanta Ind Ctr
21 Tai Lin Pai Rd
Kwa Chun N.T., Hong Kong
China

Trankle GMBH & Co.            Note: $69,000             $305,117
P.O. BOX 1333                 Note payable
D78093                        included in the
Triberg                       Claim amount
Germany

American Express                                        $163,121

First Industrial                                        $138,172

UPS Ground Freigh                                       $130,239

Genau Design & DE                                       $120,970

Mission Packaging                                        $71,413

Fineman West & Co.                                       $55,689

Fedex Vendor                                             $52,048

Paul, Hastings J.                                        $51,088

Kunststofftechnik Buzzi                                  $38,385

A.F. Romero & Co.                                        $36,112

Kaitrum Internati             Note: $24,000              $36,110
                              Note payable
                              incuded in the
                              Claim amount

Innovalue Industr                                        $35,905

Samsung America I                                        $31,195

Foley & Lardner                                          $27,568

Stabeck Sales & M                                        $27,118

Precision Brass S                                        $26,833

Hoffman Plastic C                                        $26,064


B. Interbath Australia Pty. Ltd.'s 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Her Cherng Sanitary Co                               $166,790
   377 Chang Tsao Rd Sec 3,
   Homei Chen
   Changhwa Hsien 508
   Taiwan

   Robyn Becker Design Pty Ltd                           $22,128
   3a Nicholson Street
   Bentleigh, VIC 3204
   Australia

   Savewater Alliance Inc.                               $10,775
   Suite G.02 615 Dandenong Road
   Armadale, VIC 3143
   Australia

   Waters Dace Partners Pty Ltd                           $8,275

   Oakleigh Centre Industries                             $6,990

   Handline Pty Ltd                                       $5,954

   Yellow Express                                         $4,931

   Eastern Press Pty Ltd                                  $4,650

   Alternative Freight Services                           $4,650

   Visy The Packaging Company                             $3,349

   Brite Pak                                              $3,130

   Macpherson+Kelley Lawyers Pty Ltd                      $2,087

   T.A.I.P.S.                                               $398

   AARQUE Anitech                                           $375

   Cleanaway                                                $161

   Burwick Buzzi Beez                                       $129

   Canon Australia Pty Ltd                                  $125

   Page Security Pty Ltd                                    $100

   A.B.S. Business Systems                                   $87

   Neverfail Springwater Co. Pty. Ltd.                       $42


J.P. MORGAN: Moody's Rates $14 Mil. Class L Certificates at Ba3
---------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by J.P. Morgan Chase Commercial Mortgage
Securities Trust 2007-CIBC18:

   -- Class A-1, $107,833,000, rated Aaa
   -- Class A-3, $251,686,000, rated Aaa
   -- Class A-4, $1,999,836,000, rated Aaa
   -- Class A-1A, $373,541,000, rated Aaa
   -- Class X, $3,904,137,781*, rated Aaa
   -- Class A-M, $240,414,000, rated Aaa
   -- Class A-MFL, $150,000,000, rated Aaa
   -- Class A-J, $326,971,000, rated Aaa
   -- Class B, $73,203,000, rated Aa2
   -- Class C, $29,281,000, rated Aa3
   -- Class D, $58,562,000, rated Aa2
   -- Class E, $39,041,000, rated A3
   -- Class F, $58,562,000, rated Baa1
   -- Class G, $43,922,000, rated Baa2
   -- Class H, $43,921,000, rated Baa3
   -- Class J, $9,761,000, rated Ba1
   -- Class K, $14,640,000, rated Ba2
   -- Class L, $14,641,000, rated Ba3
   -- Class M, $9,760,000, rated NR
   -- Class N, $4,880,000, rated NR
   -- Class P, $14,641,000, rated NR
   -- Class NR, $39,041,781, rated NR

*Approximate notional amount

Moody's has withdrawn the provisional ratings of these class of
certificates:

   -- Class A-JFL, $100,000,000, WR


J.S. II: Files for Chapter 11 Protection in Illinois
----------------------------------------------------
J.S. II, L.L.C. filed for chapter 11 protection last week with the
U.S. Bankruptcy Court for the Northern District of Illinois.

Court documents show that three affiliates, River Village I,
L.L.C., River Village West, L.L.C., and KND Investments LLC, also
filed for bankruptcy.

J.S. II is the venture that controls a residential project called
Bridgeport Village located along the South Branch of the Chicago
River, near 34th Street and Racine Avenue, ChicagoBusiness.com
reports.  The venture is co-owned by Thomas Snitzer, John J.
Kinsella and Sid Diamond.

ChicagoBusiness relates that Mr. Snitzer was removed from the
project and filed a lawsuit citing that his ouster was a result of
pressure form city officials.  Messrs. Kinsella and Diamond
however were not named as defendants.

ChicagoBusiness cites Steven B. Towbin, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin LLC, the Debtors' counsel, as
saying that the bankruptcy was filed despite strong results.  The
bankruptcy court "provides a way to get the homeowners' problems
solved, the creditors' claims paid, and get the remaining disputes
between the parties resolved," says Mr. Towbin continued.


J.S. II: Case Summary & 67 Largest Unsecured Creditors
------------------------------------------------------
Lead Debtor: J.S. II, L.L.C.
             3300 South Racine
             Chicago, IL 60608

Bankruptcy Case No.: 07-03856

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      River Village I, L.L.C.                    07-03864
      River Village West, L.L.C.                 07-03865
      KND Investments LLC                        07-03866

Chapter 11 Petition Date: March 5, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtors' Counsel: Janice A. Alwin, Esq.
                  Matthew A. Swanson, Esq.
                  Peter J. Roberts, Esq.
                  Steven B. Towbin, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
                  321 North Clark Street, Suite 800
                  Chicago, IL 60610
                  Tel: (312) 276-1323
                  Fax: (312) 275-0571

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
J.S. II, L.L.C.              $1 Million to       $1 Million to
                             $100 Million        $100 Million

River Village I, L.L.C.      $1 Million to       $1 Million to
                             $100 Million        $100 Million

River Village West, L.L.C.   $100,000 to         $100,000 to
                             $1 Million          $1 Million

KND Investments LLC          $100,000 to         $100,000 to
                             $1 Million          $1 Million


A. J.S. II, L.L.C.'s 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Edon Construction             Trade debt                $719,057
Attn: Ed McGowan
5420 West 122nd Street
Alsip, IL 60803 Tel

FCL Builders, Inc.            Trade debt                $689,619
Attn: Dan Januszyk
1150 Spring Lake Drive
Itasca, IL 60143-2068

John Kinsella                 Loan                      $480,000
c/o Rockney W. Hudson
Hackbarth & Hudson, P.C.
20 North Wacker Drive
Suite 1520
Chicago, IL 60606

Sid Diamond                   Loan                      $320,000
c/o Rockney W. Hudson
Hackbarth & Hudson, P.C.
20 North Wacker Drive
Suite 1520
Chicago, IL 60606

Dranias Harrington & Wilson   Attorneys' Fees           $196,898

Four Columns, Ltd.            Trade Debt                $150,000

BrickCraft                    Trade Debt                $139,070

Michelle Chaudry              Deposit for               $130,000
                              Construction of
                              Home

Yev and Natalie Gray          Deposit for Home          $126,500
                              Construction

Kinsella Investments LP       Loan                      $120,000

Moore Landscapes, Inc.        Trade Debt                $102,687

Banyan Distribution           Trade Debt                 $89,045

1st Choice Drywall, Inc.      Trade Debt                 $87,636

Ramon Silva                   Deposit for                $79,000
                              Construction of
                              Home

Albin Masonry, Inc.           Trade Debt                 $67,610

Theo Electric                 Trade Debt                 $40,764

MF Construction Contractors   Trade Debt                 $36,326
Co.

Group A Architects            Trade Debt                 $34,864

Prashanth Reddy               Deposit for                $30,000
                              Construction of
                              Home

Rose Paving Co.               Trade Debt                 $29,945

Sciortino Group Inc.          Trade Debt                 $23,260

Watertight Exteriors, Inc.    Trade Debt                 $19,720

Lee Lumber                    Trade Debt                 $18,004

Regal Builders Inc.           Trade Debt                 $17,713

Pearl Design Group            Trade Debt                 $15,810

Acme Refining Company, Inc.   Lease Security             $15,500
                              Deposit

Beverly Lawn Maintenance,     Trade Debt                 $14,260
Inc.

Denk & Roche Builders, Inc.   Trade Debt                 $10,500

Grand Appliance & TV          Trade Debt                  $9,885

Midway Iron Works, Inc.       Trade Debt                  $9,625


B. River Village I, L.L.C.'s 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Edon Construction             Trade debt                $719,057
Attn: Ed McGowan
5420 West 122nd Street
Alsip, IL 60803 Tel

FCL Builders, Inc.            Trade debt                $689,619
Attn: Dan Januszyk
1150 Spring Lake Drive
Itasca, IL 60143-2068

John Kinsella                 Loan                      $310,000
c/o Rockney W. Hudson
Hackbarth & Hudson, P.C.
20 North Wacker Drive
Suite 1520
Chicago, IL 60606

Sid Diamond                   Loan                      $300,000
c/o Rockney W. Hudson
Hackbarth & Hudson, P.C.
20 North Wacker Drive
Suite 1520
Chicago, IL 60606

Dranias Harrington & Wilson   Attorneys' Fees           $196,898

Four Columns, Ltd.            Trade Debt                $150,000

BrickCraft                    Trade Debt                $139,070

Michelle Chaudry              Deposit for               $130,000
                              Construction of
                              Home

Yev and Natalie Gray          Deposit for Home          $126,500
                              Construction

Kinsella Investments LP       Loan                      $120,000

Moore Landscapes, Inc.        Trade Debt                $102,687

Banyan Distribution           Trade Debt                 $89,045

1st Choice Drywall, Inc.      Trade Debt                 $87,636

Ramon Silva                   Deposit for                $79,000
                              Construction of
                              Home

Albin Masonry, Inc.           Trade Debt                 $67,610

Theo Electric                 Trade Debt                 $40,764

MF Construction Contractors   Trade Debt                 $36,326
Co.

Group A Architects            Trade Debt                 $34,864

Prashanth Reddy               Deposit for                $30,000
                              Construction of
                              Home

Rose Paving Co.               Trade Debt                 $29,945

Sciortino Group Inc.          Trade Debt                 $23,260

Watertight Exteriors, Inc.    Trade Debt                 $19,720

Lee Lumber                    Trade Debt                 $18,004

Regal Builders Inc.           Trade Debt                 $17,713

Pearl Design Group            Trade Debt                 $15,810

Beverly Lawn Maintenance,     Trade Debt                 $14,260
Inc.

Denk & Roche Builders, Inc.   Trade Debt                 $10,500

Grand Appliance & TV          Trade Debt                  $9,885

Midway Iron Works, Inc.       Trade Debt                  $9,625

Midway Fence                  Trade Debt                  $9,625


C. Seven Largest Unsecured Creditors of:

         -- River Village West, L.L.C.
         -- KND Investments LLC

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
John Kinsella                 Loan                      $310,000
c/o Rockney W. Hudson
Hackbarth & Hudson, P.C.
20 North Wacker Drive
Suite 1520
Chicago, IL 60606

Sid Diamond                   Loan                      $300,000
c/o Rockney W. Hudson
Hackbarth & Hudson, P.C.
20 North Wacker Drive
Suite 1520
Chicago, IL 60606

Acme Refining Company, Inc.   Lease Security             $15,500
3357 South Justine            Deposit
Chicago, IL 60608

A&R Recycling                 Lease Security              $6,050
3333 Iron Street              Deposit
Chicago, IL 60608

M&I Pallet                    Lease Security              $3,300
2407 South Kolin
Chicago, IL 60623

First Environment             Trade Debt                  $2,282
Attn: Accounts Payable
91 Fulton Street
Boonton, NJ 07005

Grand & Aberdeen              Lease Security              $2,100
Attn: James Thun              Deposit
1100 West Grand Avenue
Chicago, IL 60622


KENNETH VASILE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Kenneth R. Vasile
        aka President Vasile Construction Corp.
        aka V. President 2705 West Henrietta Road Associate, LLC
        aka V. President 1701 Gulf Drive, LLC
        aka Partner CV Associaties
        aka V. President Clayton Properties, LLC
        aka Member 1815 South Clinton Avenue Associates
        aka Member Bramhall, LLC
        aka Member 1655 Elmwood Associates, LLC
        1405 Highland Avenue
        Rochester, NY 14620

Bankruptcy Case No.: 07-20526

Chapter 11 Petition Date: March 7, 2007

Court: Western District of New York (Rochester)

Judge: John C. Ninfo II

Debtor's Counsel: Leonard Relin, Esq.
                  Law Office of Leonard Relin
                  One East Main Street, 10th Floor
                  Rochester, NY 14614
                  Tel: (585) 454-4336
                  Fax: (585) 232-6674

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


LANDRETH LUMBER: Case Summary & 29 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Landreth Lumber Company
        P.O. Box L
        Bunker Hill, IL 62014

Bankruptcy Case No.: 07-30466

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                Case No.
      ------                                --------
      Jacksonville Wholesale, Inc.          07-30467

Type of Business: The Debtors are serviced-based organizations
                  providing a complete line of lumber, building
                  materials and related items for construction and
                  building projects.  In addition to the Debtors'
                  full line of lumber, millwork, kitchen, and
                  hardware items, they also sell and install
                  garage doors and insulation.
                  See http://www.landrethlumber.com/

Chapter 11 Petition Date: March 8, 2007

Court: Southern District of Illinois (East St Louis)

Debtors' Counsel: Laura K. Grandy, Esq.
                  Mathis Marifian Richter and Grandy Ltd.
                  P.O. Box 307
                  Belleville, IL 62222-0307
                  Tel: (618) 234-9800
                  Fax: (618) 234-9786

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
      Landreth Lumber    $1 Million to      $1 Million to
      Company            $100 Million       $100 Million

      Jacksonville       Less than          $1 Million to
      Wholesale, Inc.    $50,000            $100 Million

A. Landreth Lumber Company's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Rehkemper & Sons                   Business Debts        $424,537
17817 St. Rose Road
St. Rose, IL 62230

BMA-Guardian Building Products     Business Debts        $405,184
P.O. Box 207
Greenville, SC 29602

Do It Best Corporation             Business Debts        $390,530
7160 Reliable Parkway
Chicago, IL

Great America Leasing Corp.        Activant Point of     $224,547
P.O. Box 207                       Sale Equipment
Greenville, SC 29602

Warrior Building Products          Business Debts        $223,675
P.O. Box 502856
St. Louis, MO

Mid-Am Building Supply             Business Debts        $203,352

East Side Lumberyard Supply        Note Payable          $196,533

Homecrest Corporation              Business Debts        $155,738

Altamont Wholesale Supply          Business Debts        $140,531

J&W Products                       Business Debts        $112,316

Forest Products Supply             Business Debts        $108,408

Primesource Building Products      Business Debts         $89,431

Delden Door                        Business Debts         $83,549

Wal-Vern Products, Inc.            Business Debts         $79,937

Anthony Supply Co.                 Trade Payable          $57,931

Brunswick Valley Lumber, Inc.      Business Debts         $47,468

Guardian Building Products         Truck 5322             $44,866

Huttig Building Products           Business Debts         $39,241

Tempco Products, Inc.              Business Debts         $38,250

Andersen Logistics - Indy          Business Debts         $36,924

B. Jacksonville Wholesale, Inc.'s Nine Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Hall Enterprises                   Trade Payables        $593,127
429 Michigan Avenue
P.O. Box 130
Hastings, MI 49058

Fifth Third Bank                   Lien on Accounts      $502,099
8000 Maryland Avenue, Suite 1400   Receivables,          Secured:
St. Louis, MO 63105                Contract Rights,      $300,000
                                   Inventory,
                                   Equipment & Machinery

Aluminum Coils, Inc.               Trade Payables         $48,276
P.O. Box 73995
Cleveland, OH 44193

Jersey State Bank                  Lien - 2nd position    $24,170
                                   Equipment

BKD, LLP                           Trade Payables          $9,475

Metaltech, Inc.                    Trade Payables          $5,130

Crown Packaging Corp.              Trade Payables          $1,118

Clendenin Bros., Inc.              Trade Payables            $225

Landreth Lumber Co.                Trade Payables             $18


LEVEL 3: Gets Requisite Consents for 10-3/4% & 11.5% Senior Notes
-----------------------------------------------------------------
As part of its tender offer and consent solicitation for its
10-3/4% Senior Euro Notes due 2008, as of 12:01 a.m., New York
City time, on March 6, 2007, Level 3 Communications, Inc. had
accepted tenders and consents for approximately 89% of the
aggregate principal amount outstanding of the 10-3/4% Notes.

In connection with the tender offer and related consent
solicitation for the 10-3/4% Notes, on March 6, 2007, Level 3
Communications, Inc. entered into a Supplemental Indenture
amending the Indenture, dated as of Feb. 29, 2000, between Level 3
and The Bank of New York, as Trustee, relating to the Notes.  
Level 3 and The Bank of New York, as Trustee, entered into the
Supplemental Indenture.  The Supplemental Indenture amends the
10-3/4% Note Indenture to eliminate substantially all of the
covenants and certain events of default and related provisions
contained in the Indenture.

The tender offer for the 10-3/4% Notes is scheduled to expire at
12:01 a.m., New York City time, on March 20, 2007.  Notes tendered
in the 10-3/4% Tender Offer after the Consent Time, but prior to
the Expiration Date will not receive a consent payment. Notes
tendered in the 10-3/4% Tender Offer on or prior to the Consent
Time may no longer be withdrawn.  The settlement date for 10-3/4%
Notes tendered in the 10-3/4% Tender Offer on or prior to the
Consent Time was March 6, 2007.

Level 3 disclosed that, as part of its tender offer to purchase
for cash any and all of its outstanding 11.5% Senior Notes due
2010, as of the Consent Time, Level 3 had received valid consents
from the holders of substantially all of the outstanding 11.5%
Notes to amend the indenture relating to the 11.5% Notes to
eliminate substantially all of the covenants and certain events of
default and related provisions contained in the 11.5% Note
Indenture.

As of the Consent Time, holders of 11.5% Notes representing
approximately 97% of the aggregate principal amount of the
outstanding 11.5% Notes had consented to the Amendment.  The 11.5%
Tender Offer is scheduled to expire on March 20, 2007, the
Expiration Date.  Notes tendered in the 11.5% Tender Offer after
the Consent Time, but prior to the Expiration Date will not
receive a consent payment.  Notes tendered on or prior to the
Consent Time may not be withdrawn, and consents submitted on or
prior to the Consent Time may not be revoked.

The settlement date for 11.5% Notes tendered in the 11.5%
Tender Offer on or prior to the Consent Time is scheduled to be
March 13, 2007, or such other date as Level 3 shall notify holders
of the 11.5% Notes.

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 Offers 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.


LIBERTY TAX: Says Peachtree Partners Offering is Inadequate
-----------------------------------------------------------
Liberty Tax Credit Plus L.P. responded that the unsolicited
tender offer by Peachtree Partners, Ira Gaines and Barry Zemel
-- offerors -- to purchase up to 4.9% of the outstanding limited
partnership units of Liberty Tax at a price of $175 per unit is
inadequate, and recommends that its unit holders not tender their
units in response to the Offer.

As reported, Liberty Tax will make a cash distribution of
$172 per unit to each unit holder of record as of Dec. 31, 2006.  
At present, Liberty Tax anticipates that this distribution will
be mailed to unit holders during the second half of March 2007.
According to the offerors' terms, this $172 per unit distribution
will be deducted from the $175 per unit price to be paid by the
offerors' to tendering unit holders.

Additionally, the offerors' also deducting a $150 per investor
"administrative fee" from their purchase price.  This $150
"administrative fee" is being charged and received by the
offerors themselves and not by Liberty Tax, which imposes only
a $50 fee per transaction for its processing of transfer requests.  
Furthermore, Liberty Tax currently expects that it will in the
future sell certain of its remaining investments and that such
sales may result in additional cash distributions to its unit
holders.  There can be, however, no assurances as to when and
whether such future dispositions will occur or what net proceeds,
if any, will be available for distribution to unit holders.

In sum, in light of the recently reported cash distribution
that will be deducted from the Offer's price, the "administrative
fee" charged by the Offerors and the potential for future cash
distributions, Liberty believes that unit holders will realize
superior economic results by retaining their units than by selling
them in response to the Offer.

                     About Liberty Tax

Liberty Tax Credit Plus L.P. (Other OTC: XXLTC.PK) is a limited
partnership that invests in other limited partnerships, each of
which owns one or more leveraged low- and moderate-income
multifamily residential complexes that are eligible for the low-
income housing tax credit enacted in the Tax Reform Act of 1986,
and to a lesser extent, in local partnerships owning properties
that are eligible for the historic rehabilitation tax credit.  
As of Dec. 15, 2006, the Partnership has disposed of 21 of its
31 original properties.

At Dec. 15, 2006, the company's balance sheet showed a
stockholders' deficit of $28,654,771, compared to a deficit of
$34,013,783 on Mar. 15, 2006.


LONGHORN CDO: Moody's Cuts Rating on Class C Notes to B3 from Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the notes issued
in 2000 by Longhorn CDO, Ltd., a high yield collateralized loan
obligation issuer:

   * The Class A-2 Floating Rate Senior Secured Notes due 2012

      -- Prior Rating: Aa2, on watch for possible upgrade
      -- Current Rating: Aaa

   * The Class A-3 Fixed Rate Senior Secured Notes due 2012

      -- Prior Rating: Aa2, on watch for possible upgrade
      -- Current Rating: Aaa

Moody's also downgraded the ratings on the notes issued by
Longhorn CDO, Ltd.:

   * The Class B Floating Rate Senior Secured Notes due 2012

      -- Prior Rating: Baa2, on watch for possible downgrade
      -- Current Rating: Baa3

   * The Class C Floating Rate Senior Secured Notes due 2012

      -- Prior Rating: Ba3, on watch for possible downgrade
      -- Current Rating: B3

The rating actions with respect to the Class A-2 and Class A-3
notes reflect the significant delevering of the transaction.  The
paydown of the senior notes has more than offset the unfavorable
aspects of the transaction's performance, according to Moody's.  
As reported in the February 2007 trustee report, the
overcollateralization ration for the Class A notes stood at
136.44, compared to the trigger level of 113.6.

The rating actions with respect to the Class B and Class C notes
reflect the deterioration in the credit quality of the
transaction's underlying collateral portfolio, consisting
primarily of speculative grade corporate loans, as well as the
occurrence of asset defaults and par losses, and the continued
failure of certain collateral and structural tests.  The weighted
average spread of the transaction was 2.07 as of February 2007,
significantly below the trigger level of 2.75.


LUBEAR LLC: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: LuBear, LLC
             76 Mountain Road
             Minot, ME 04258

Bankruptcy Case No.: 07-20153

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Prospect Hill Golf Course, Inc.            07-20154

Type of Business:

Chapter 11 Petition Date: March 8, 2007

Court: District of Maine (Portland)

Debtors' Counsel: Richard J. O'Brien, Esq.
                  Linnell, Choate & Webber, LLP
                  83 Pleasant Street
                  P.O. Box 190
                  Auburn, ME 04212
                  Tel: (207) 784-4563

                         Estimated Assets       Estimated Debts
                         ----------------       ---------------
LuBear, LLC              $1 Million to          $1 Million to
                         $100 Million           $100 Million

Prospect Hill Golf       $100,000 to            $1 Million to
  Course, Inc.           $1 Million             $100 Million

Prospect Hill Golf Course, Inc.'s Four Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Express              Credit card debt           $24,540
P.O. Box 2855
New York, NY 10116

Lesco                         Trade debt                  $3,695
P.O. Box 4596
Carol Stream, IL 60197

Deep Roots                    Trade debt                  $1,775
P.O. Box 8
South Freeport, ME 04078

W. S. Emerson                 Trade debt                    $665
10 Acme Road
Brewer, ME 04412


LYNX 2002: Moody's Junks Rating on $20 Mil. Class D Floating Notes
------------------------------------------------------------------
Moody's Investors Service upgraded the rating on the notes issued
in 2002 by LYNX 2002-I, Ltd. a static collateralized debt
obligation issuer:

   * The $65,000,000 Class B Floating Rate Notes Due 2032

      -- Prior Rating: A3, on watch for possible upgrade
      -- Current Rating: Aa3

Moody's also downgraded the rating on the notes issued by LYNX
2002-I:

   * The $20,000,000 Class D Floating Rate Notes Due 2032

      -- Prior Rating: Caa3
      -- Current Rating: Ca

The rating action with respect to the Class B notes reflects the
significant delevering of the transaction which more than offset
the unfavorable aspects of the transaction's performance,
according to Moody's.  The rating action with respect to the Class
D notes reflects the deterioration in the credit quality of the
transaction's underlying collateral portfolio.


MERRILL LYNCH: S&P Lifts Rating on Class G Certs. to BB- from B-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Investors Inc.'s series 1997-C1.

The raised ratings reflect increased credit support levels
resulting from principal paydowns, as well as the better-than-
expected resolution of the Shilo Inn Lodging portfolio.  The trust
received a $32.5 million discounted payoff for the Shilo
portfolio, resulting in a net loss to the trust of $3.4 million,
which was reflected on the Feb. 20, 2007, remittance report.

As of the February remittance report, the collateral pool
consisted of 31 loans with an aggregate balance of $99.7 million,
down from 219 loans with a balance of $840.8 million at issuance.
The master servicer, Capmark Finance Inc., provided year-end 2005
and interim-2006 financial statements for 92% of the pool, which
excludes one loan totaling $5 million for which the collateral has
been defeased.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.31x for
the pool, down from 1.37x at issuance.  There are four loans at
$7.2 million  (7%) with the special servicer, including one that
is 90-plus-days delinquent and two that are in foreclosure.  The
remaining loans in the pool are current.  To date, the trust has
experienced 26 losses totaling $24.3 million (3%).

The top 10 loan exposures in the pool, not including the defeased
loan, had an aggregate outstanding balance of $59.2 million (59%)
and a weighted average DSC of 1.31x, down from 1.39x at issuance.
Nine of the top 10 loans are on the watchlist and are discussed
below. Standard & Poor's reviewed property inspections provided by
Capmark for all of the assets underlying the top 10 exposures, and
all were characterized as "good."

Three of the four loans that are with the special servicer, CW
Capital Asset Management, are secured by lodging properties, while
one is secured by a health care facility.  The largest asset with
the special servicer, Plymouth Towne Apartments, has a total
exposure of $3.0 million.  The property, a 70-bed health care
facility, built in 1979 in Plymouth, Michigan, was foreclosed on
in November 2006 and is now REO.  A new appraisal has been
ordered.  Standard & Poor's expects a loss is expected upon the
resolution of this asset.

The remaining three assets with CW Capital are secured by lodging
properties, and each has loan an exposure that is less than
$2.2 million:

     -- The Best Western-Park Suites ($2.1 million, 3%) is current
        and was returned to the master servicer in December 2006.
        A modification agreement was executed with the borrower in
        June 2006.

     -- The Best Western-Courtyard Inn ($1.6 million, 1%) is
        secured by a 60-room hotel in Ft. Atkinson, Wisconsin, and
        is 90-plus-days delinquent.  A receiver is in place and
        foreclosure is expected to be filed shortly.  Based on the
        most recent appraisal, we expect a moderate loss upon
        resolution of this asset.

     -- PP-Days Inn-Cody ($2 million, 1%) is secured by a 52-room
        hotel in Cody, Wyoming  CW Capital began the foreclosure
        process after the court dismissed the borrower's case for
        bankruptcy.  Based on the most recent appraisal,
        Standard & Poor's  expect a small loss upon the resolution
        of this asset.

Capmark reported a watchlist of 16 loans with an aggregate
outstanding balance of $61.8 million (62%).  Four of the nine top
10 loans that are on the watchlist are due to pending maturities
(in March 2007 and April 2007), including the largest loan,
Waverly Place Shopping Center ($9.2 million, 9%), and the
ninth-largest loan, and the Towne Center Apartments loan ($3.6
million, 4%), which paid off in full after the last remittance
date.  The fifth-largest loan, the Marketplace in University City
($6.0 million, 6%), and the seventh- largest loan, Collegiate
Suites ($4 million, 4%), mature April 1, 2007.  As of Sept. 30,
2006, the DSC for these two loans was above 1.60x.

Details on the five remaining top 10 loans that appear on the
watchlist are:

     -- The second- and sixth-largest loans appear on the
        watchlist due to low occupancy.  The AAAAA Rent-A-Space -
        Colma loan ($8.8 million, 9%) is secured by a 2,262-unit
        self-storage property, built in 1979, in Colma,
        California.  As of Sept. 30, 2006, occupancy was 72% and
        DSC was 1.67x.  The AAAAA Rent-A-Space - Foster City loan
        ($4.7 million, 5%) is secured by a 1,547-unit self-storage
        facility, built in 1976, in Foster City, California.  As
        of September 2006, the occupancy was 68% and the DSC was
        1.53x.  The decline in occupancy at both AAAAA Rent-A-
        Space collateral properties is due to strong competition
        from more modern well-known storage facilities in the
        respective areas.

     -- The fourth-largest loan, Hastings Ranch Plaza of
        $7.1 million (7%) was placed on the watchlist due to a
        decrease in DSC.  The loan is secured by a 260,068 sq.-ft.
        retail property, built in 1958, in Pasadena, California.
        For the nine months ending Sept. 30, 2006, the DSC was
        0.77x and occupancy was 92%.

     -- The SCO Training Facility of $3.7 million (4%) is the
        eighth-largest loan in the pool, and is secured by a
        46,000 sq.-ft. office property, built in 1984, in Santa
        Cruz, California.  The loan was placed on the watchlist
        after the single tenant, SCO, vacated the property.  The
        building is currently 100% vacant.  As of Sept. 30, 2006,
        the DSC was 0.67x.

     -- The Maple Leaf Building of $3.7 million (4%) is the 10th-
        largest loan, secured by a 60,215 sq.-ft. office complex,
        built in 1929, in Cambridge, Massachusetts.  The loan was
        placed on the watchlist due to a substantial decline in
        occupancy and DSC.  For the nine months ended
        Sept. 30, 2006, occupancy was 19% and net cash flow was
        negative.

Standard & Poor's stressed various loans on the watchlist and
other loans with credit issues as part of its analysis.  The
analysis also considered the potential near-term refinance risk
associated with 24% of loans in the pool, which mature within the
next three months.  The expected losses and resultant credit
enhancement levels adequately support the raised ratings.
    
                          Ratings Raised
   
                Merrill Lynch Mortgage Investors Inc.

                  Commercial Mortgage Pass-Through
                    Certificates Series 1997-C1

                         Rating
                         ------
            Class     To        From   Credit enhancement
            -----     --        ----   ------------------
            D         AAA       AA+          89.68%
            E         AAA       AA           72.82%
            F         BB+       B            22.42%
            G         BB-       B-           13.81%


MERRILL LYNCH: S&P Upgrades Rating on Class F Certificates
----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
class F commercial mortgage pass-through certificates from Merrill
Lynch Mortgage Investors Inc.'s series 1996-C2 to 'A' from 'CCC+'.

The raised rating reflects increased credit support levels
resulting from principal paydowns, and follow the better-than-
expected resolution of the Shilo Inn Lodging portfolio.  As of the
most recent remittance report, dated Feb. 21, 2007, the trust
received a $33.0 million discounted payoff for the portfolio,
resulting in a net loss of $4.7 million.

As of the February remittance report, the collateral pool
consisted of 35 loans with an aggregate balance of $103.3 million,
down from 300 loans with a balance of $1.14 billion at issuance.
The master servicer, Wachovia Bank N.A., provided year-end 2005
and interim 2006 financial statements for 100% of the pool.  Based
on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.32x for the pool, up from
1.29x at issuance.  All of the loans in the pool are current.
There is only one loan with the special servicer, CW Capital Asset
Management, totaling $1.2 million.  To date, losses have reduced
the principal balance of the most subordinate certificate by $31.5
million.

The top 10 loan exposures in the pool have an aggregate
outstanding balance of $67.0 million and a weighted average DSC of
1.29x, compared with 1.30x at issuance.  Three of the top 10 loans
appear on the watchlist and are discussed below.  

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

Wachovia reported a watchlist of 12 loans with an aggregate
outstanding balance of $29.6 million (29%).  The Riverside Square
loan of $7.3 million (7.0%), the largest loan on the watchlist and
fourth-largest in the pool, is secured by a 107,941 sq.-ft. retail
center, built in 1987, in Coral Springs, Florida.  The loan was
placed on the watchlist due to pending lease expirations of
various tenants, including the anchor tenant, Publix supermarket.
Wachovia indicated that Publix has extended its lease.  As of
Sept. 30, 2006, the DSC was 1.35x and occupancy was 96%.

The sixth-largest loan of $4.0 million (4.0%), Estes-HoJo-Main
Gate, Kissimmee, is secured by a 367-room hotel, built in 1983 in
Kissimmee, Florida.  The loan was placed on the watchlist due to
low DSC and occupancy.  As of June 30, 2006, the property had
positive net cash flow, but this was insufficient to cover debt
service.  The borrower has been supplementing the cash shortfalls
to meet debt service.

The ninth-largest loan of $3.5 million, 3.0%), Skyline, is secured
by a 100-unit multifamily apartment building in Reno, Nevada.  The
loan is on the watchlist due to low DSC. As of Sept. 30, 2006, DSC
was 0.96x and occupancy was 94%.

The remaining loans on the watchlist have low DSC, low
occupancies, or upcoming lease expirations.

Magnolia Gardens of $1.3 million (1%) is the only loan with the
special servicer.  The loan is secured by a 45-unit multifamily
property, built in 1970 in New Milford, Connecticut.  The loan was
transferred to the special servicer in November 2006 after the
borrower failed to pay off the unpaid principal balance at
maturity.  The loan was paid off Feb. 27, 2007.

Standard & Poor's stressed the loans on the watchlist, along with
the other loans with credit issues, as part of its pool analysis.
The resultant credit enhancement levels support the raised rating.
   
                          Rating Raised
   
               Merrill Lynch Mortgage Investors Inc.
              
                Commercial Mortgage Pass-Through
                  Certificates Series 1996-C2

                       Rating
                       ------
           Class     To        From   Credit enhancement
           -----     --        ----   ------------------  
           F         A         CCC+         41.33%


MICHAEL GOLDSTEIN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Michael Goldstein
        Bridget C. Goldstein
        1975 Liliano Drive
        Sierra Madre, CA 91024

Bankruptcy Case No.: 07-11878

Chapter 11 Petition Date: March 9, 2007

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: David A. Tilem, Esq.
                  Law Offices of David A. Tilem
                  206 North Jackson Street, Suite 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800

Total Assets: $1,739,441

Total Debts:  $2,618,581

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Express              Trade debt                $275,136
P.O. Box 0001
Los Angeles, CA 90096-0001

Wells Fargo Bank NA           Trade debt                $156,614
P.O. Box 54780
Los Angeles, CA 90054-0780

MBNA                          Trade debt                $139,416   
P.O. Box 15026
Wilmington, DE 19850-5026

Google                        Trade debt                $139,045
1600 Amphitheatre Parkway
Mountain View, CA 94043-1351

Wells Fargo Bank NA           Trade debt                $137,383
c/o Customer Management
P.O. Box 4233
Portland, OR 97208

Wells Fargo Business Direct   Trade debt                $120,021

Citibank(West) FSB            Trade debt                $100,530

Chase                         Trade debt                 $99,803

American Express              Trade debt                 $82,959

American Express              Trade debt                 $70,210

Bank of America               Trade debt                 $68,723

Wells Fargo Merch. Svc.       Trade debt                 $61,575

Sunpentown                    Trade debt                 $59,768

Wells Fargo Business Direct                              $58,065

MBNA                          Trade debt                 $43,917

Chase                         Trade debt                 $36,077

American Express              Trade debt                 $33,891

MJC America                   Trade debt                 $29,050

Chase                         Trade debt                 $28,174

Citi Cards                    Trade debt                 $26,657


MOVIE GALLERY: Completes $900 Million Goldman Sachs Refinancing
---------------------------------------------------------------
Movie Gallery, Inc., disclosed Friday that it has completed the
refinancing of its existing senior secured credit facility.

The final structure of the new $900 million senior secured credit
facility is comprised of:

    -- a $100 million revolving credit facility at L+250bps;
    -- a $600 million first lien term loan at L+350bps;
    -- a $175 million second lien term loan at L+650bps; and,
    -- a $25 million synthetic letter of credit facility.

The company expects the new credit facility to result in more than
$6 million of annual cash interest savings.  The new credit
facility also includes an option for the company to defer cash
interest on the second lien term loan and instead pay interest in-
kind.  As of the close of the new facilities, total cash and
availability under the new revolving credit facility was more than
$127 million.

"We are pleased to complete this refinancing transaction, which
further strengthens Movie Gallery's capital structure," said Joe
Malugen, Chairman, President and Chief Executive Officer of Movie
Gallery.  "The strong response to this transaction by our lenders
allowed an improved structure from our previous announcement and
is a testament to the strong cash flow characteristics of our
business.  We expect that the favorable terms of this refinancing
will provide Movie Gallery with greater liquidity while reducing
annual interest expense, thereby advancing our efforts to drive
profitable growth and create value for our shareholders."

The new facility is guaranteed by all of Movie Gallery's domestic
subsidiaries and is secured by substantially all of the assets of
the Company and its subsidiaries.  The facilities have a five year
maturity and contain certain affirmative and negative covenants
that are usual and customary for financings of this kind.

Goldman Sachs Credit Partners L.P. acted as sole lead arranger for
the new credit facility.

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery, Inc. (Nasdaq: MOVI) --
http://www.moviegallery.com/-- is a video rental company with    
over 4,600 stores located in all 50 U.S. states and Canada
operating under the brands Movie Gallery, Hollywood Video and Game
Crazy.  The Game Crazy brand represents 643 in-store departments
and 17 free-standing stores serving the game market in urban
locations across the Untied States.  Since Movie Gallery's initial
public offering in August 1994, the company has grown from 97
stores to its present size through acquisitions and new store
openings.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on Gallery Inc. to 'B-' from 'CCC+'.  
The outlook is stable.

As reported in the Troubled Company Reporter on Feb. 21, 2007,
Moody's Investors Service confirmed the corporate family rating of
Movie Gallery Inc. at Caa1 and changed the rating outlook to
positive.


MV PIPELINE: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MV Pipeline Company
        P.O. Box 841
        Eufaula, OK 74432

Bankruptcy Case No.: 07-80214

Chapter 11 Petition Date: March 8, 2007

Court: Eastern District of Oklahoma (Okmulgee)

Judge: Dana L. Rasure

Debtor's Counsel: Chad J. Kutmas, Esq.
                  Gary M. McDonald, Esq.
                  Doerner, Saunders, Daniel & Anderson LLP
                  320 South Boston, Suite 500
                  Tulsa, OK 74103
                  Tel: (918) 582-1211
                  Fax: (918) 591-5360

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Answer Service of McAlester, Inc.                     Unknown
   1201 North Main
   Mcalester, OK 74501

   Big Mac Tank Trucks, Inc.                             Unknown
   P.O. Box 1429
   Mcalester, OK 74502

   Compressor Systems, Inc.                              Unknown
   P.O. Box 841807
   Dallas, TX 75284

   Concorde Resources Corporation                        Unknown
   111 South Main
   Eufaula, OK 74432

   Cross Telephone Company                               Unknown
   P.O. Box 9
   Warner, OK 74469

   GM Oil Properties, Inc.                               Unknown
   111 South Main
   Eufaula, OK 74432

   Harper, Eddie                                         Unknown
   343 E. Carl Albert Parkway
   Mcalester, OK 74501

   Henryetta Oilfield Supply                             Unknown
   P.O. Box 1169
   Henryetta, OK 74437

   Internal Revenue Service                              Unknown
   55 North Robinson
   Oklahoma City, OK 73102

   McIntosh County Assessor                              Unknown
   P.O. Box 107
   Eufaula, OK 74432

   Moores, Gary                                          Unknown
   111 South Main
   Eufaula, OK 74432

   Oklahoma Tax Commission                               Unknown
   P.O. Box 26860
   Oklahoma City, OK 73126

   Rural Water District #8                               Unknown
   Route 4, Box 7040
   Eufaula, OK 74432

   Southern Flow Companies                               Unknown
   P.O. Box 51475
   Lafayette, LA 70505

   Stipe, Gene                                           Unknown
   343 E. Carl Albert Parkway
   Mcalester, OK 74501

   Todd's Wholesale Parts                                Unknown
   220 North Broadway
   Checotah, OK 74426


NEWCOMM WIRELESS: Hires Martinez Odell as Special Counsel
---------------------------------------------------------
The United States Bankruptcy for the District of Puerto Rico gave
NewComm Wireless Services Inc. permission to employ Martinez Odell
& Calabria, as its special counsel.

The firm is expected to provide defense, litigation support, or
other legal advice as may be necessary.

The firm tells the Court that it agreed to represent the Debtor on
the basis of a $10,000 retainer to be held in escrow.

The firm's professionals billing rate are:

     Designation          Hourly Rate
     -----------          -----------
     Partners                $190
     Associates              $135
     Paralegals            $40 - $50

Nelson Robles-Diaz, Esq., a partner of Martinez Odell, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Robles-Diaz can be reached at:

     Nelson Robles-Diaz, Esq.
     Martinez Odell & Calabria
     Popular Center Building, Suite 1600
     209 Munoz Rivera Avenue
     Hato Rey, Puerto Rico 00919
     Tel: (787) 75389-14
     Fax: (787) 764-5664
     http://www.mocpr.com/

Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc.
is a PCS company that provides wireless service to the Puerto
Rico market.  The company is a joint venture between ClearComm,
L.P. and Telefonica Larga Distancia.  The company filed for
chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R. Case No.
06-04755).  Carmen D. Conde Torres, Esq., at C. Conde & Assoc.
and Peter D. Wolfston, Esq., at Sonnenschein Nath & Rosenthal
LLP represent the Debtor in its restructuring efforts.  Mark J.
Wolfson, Esq. at Foley & Lardner LLP and Sergio A. Ramirez de
Arellano, Esq., at Sergio Ramirez de Arrelano Law Office represent
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it reported assets and
liabilities of more than $100 million.


NORTEL NETWORKS: Subsidiary Obtains Default Waiver from Lender
--------------------------------------------------------------
Nortel Networks Corporation disclosed that its principal operating
subsidiary, Nortel Networks Limited has obtained a waiver from
Export Development Canada.

The waiver relates to the defaults and events of default under its
$750 million support facility with EDC in connection with NNL's
previously announced need to restate and make adjustments to its
financial results for prior periods, as described in the company's
press release dated March 1, 2007.

                          About Nortel

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

                         *     *     *

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


ON TOP COMMS: Court Approves Asset Sale to Educational Media
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland approved
the sale of On Top Communications LLC and its debtor-affiliates'
stations and related assets in Georgia to Educational Media
Foundation.

As reported in the Troubled Company Reporter on Jan. 24, 2007,
Educational Media agreed, pursuant to an asset purchase agreement
dated Dec. 28, 2006, to buy the assets for $615,000.

The Debtors asserted that the assets were fully marketed and
Educational Media's offer is fair and reasonable and reflects the
highest and best value for the assets.

Pursuant to the Asset Purchase Agreement, Educational Media will
not assume any of the Debtors' debts, liabilities and other
obligations with respect to the Georgia Stations, and the Debtors
will assign the lease on the stations to Educational Media.

Headquartered in Lanham, Maryland, On Top Communications LLC and
its affiliates acquire, own and operate FM radio stations located
in the Southeastern United States.  The company and its debtor-
affiliates filed for chapter 11 protection on July 29, 2005
(Bankr. D. Md. Case No. 05-27037).  Thomas L. Lackey, Esq., of
Bowie, Maryland, represents the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtors filed for protection
from their creditors, they estimated assets and debts of
$10 million to $50 million.


ON TOP COMMS: Gets Court Approval to Use Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland granted On
Top Communications LLC and its debtor-affiliates' access to cash
collateral securing their obligations to their prepetition
lenders.

The cash collateral consists of $21,977 cash in which Power
Equities, Inc., Medallion Capital, Inc., FJC Growth Capital
Corporation, Capital Across America, L.P., Milestone Growth Fund,
Inc., and BC Liquidity Fund I, LLC, have a senior interest.

When the Debtors loaned $6.5 million from PEI and Medallion
Capital LLC, they granted the lenders first priority liens on all
owned and to be acquired assets.

The Debtors received additional financing from their Senior
Secured Lenders -- Power Equities, Inc., Medallion Capital, Inc.,
FJC Growth Capital Corporation, Capital Across America, L.P. and
Milestone Growth Fund, Inc.  

Some of the Debtors received secured loans from MMG Ventures, LP,
OCP IV On Top, Inc., The Bon Secours Community Investment Fund,
LP, Milestone Growth Fund, Inc., Broadcast Capital, Inc. and
Community Development Ventures, Inc.  The Junior Lenders
subordinated their debt to that of the Senior Secured Lenders.

In addition, the Debtors are obligated to BC Liquidity Fund I,
LLC, on account of BC's purchase of the $1 million promissory note
due to JP Broadcasting, Inc., the prior owner and seller of
Station KNOU-FM to the Debtors.  

BC's debt is secured by a pari passu first priority security
interest upon the disposition of the Debtors' assets, and by a
junior, subordinated lien on substantially all the assets of On
Top Communications, LLC, On Top Communications of Virginia, LLC,
On Top Communications of Mississippi, LLC, and On Top
Communications of Georgia, LLC.

When the Debtors filed for bankruptcy, they owed the Senior
Secured Lenders $12.2 million, the Junior Lenders $12.4 million,
and BC $1.5 million.

The Senior Secured Lenders consented to the Debtors' use of cash
collateral in accordance with a budget to facilitate the return of
the Station to FCC-complaint operations by March 23, 2007.

The Debtors propose to provide their lenders with adequate
protection in the form of resumed broadcast operations, maintained
operations, the avoidance of forfeiture of the license and the
preserved and enhanced value of their assets.

Headquartered in Lanham, Maryland, On Top Communications LLC and
its affiliates acquire, own and operate FM radio stations located
in the Southeastern United States.  The company and its debtor-
affiliates filed for chapter 11 protection on July 29, 2005
(Bankr. D. Md. Case No. 05-27037).  Thomas L. Lackey, Esq., of
Bowie, Maryland, represents the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtors filed for protection
from their creditors, they estimated assets and debts of
$10 million to $50 million.


PEMMICAN INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Pemmican, Inc.
        2158 Promendae Center
        Richardson, TX 75080

Bankruptcy Case No.: 07-30974

Chapter 11 Petition Date: March 1, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Mark C. Alfieri, Esq.
                  Hermes Sargent Bates LLP
                  901 Main Street, Suite 5200
                  Dallas, TX 75202
                  Tel: (214)749-6575
                  Fax: (214)749-6375

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


PINNACLE POINT: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pinnacle Point, L.P.
        255 North El Cielo
        Suite 140-608
        Palm Springs, CA 92262

Bankruptcy Case No.: 07-11081

Chapter 11 Petition Date: March 2, 2007

Court: Central District Of California (Riverside)

Judge: Mitchel R. Goldberg

Debtor's Counsel: David Wm. Engelman, Esq.
                  Engelman Berger, P.C.
                  3636 North Central, Suite 700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999

                    -- and --

                  Manijha Kadir, Esq.
                  3750 University Avenue, Suite 670
                  Riverside, CA 92501
                  Tel: (951) 275-9300
                  Fax: (951) 275-9303

Total Assets: $3,000,000

Total Debts:  $2,785,980

Debtor's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Felix Diaz Gardening          Gardening services            $780
Services
P.O. Box 794
Thousand Palms, CA 92276

Midnight Love Pool Services   Pool services                 $200
166386 Granada Street
Desert Hot Springs, CA 92240

Riverside County Treasurer    1743 Pinnacle Point        Unknown
P.O. Box 12005                Palm Springs, Calif.
Riverside, CA 92502           Single family
                              residential unit


PIONEER NATURAL: Moody's Rates Pending $500 Million Notes at Ba1
----------------------------------------------------------------
Moody's Investors Services affirmed Pioneer Natural Resource
Company's Ba1 corporate family rating and Ba1 probability of
default rating.  Moody's also assigned a Ba1, LGD4, 65% rating to
PXD's pending $500 million senior unsecured notes due 2017.  Note
proceeds will repay most of PXD's current $621 million of senior
unsecured bank revolver borrowings.  

The rating outlook remains negative.

This negative outlook mainly reflects that after PXD's major
portfolio rationalization program of the last two years, a stable
outlook awaits more competitive patterns of:

   -- organic (drillbit) finding and development costs,

   -- organic reserve replacement,

   -- total unit full-cycle costs, and

   -- leveraged unit cash operating margin coverage of drillbit
      and total reserve replacement costs.

In the U.S., PXD's 2006 drillbit finding and development cost was
a very high $39/boe and organic replacement of U.S. production
with U.S. reserves was a low 70%.  Total 2006 drillbit finding and
development costs were $36/boe.

However, consolidated 2006 all-sources reserve replacement costs
were a more competitive $18/boe, though its acquisition costs did
benefit by the purchase of less prolific mature properties that
also contained high proportions of proven undeveloped reserves and
that incur higher production cost.  Moody's notes that much of
PXD's organic outlays are devoted to locations already booked as
PUD reserves, which further escalates PXD's organic reserve
replacement costs.

The outlook also reflects our view that U.S. performance in such
ranges can increase the potential for remedial action that may not
be compatible with a stable rating outlook.  The outlook reflects
that stock buyback activity will remain a material element of
PXD's effort to generate competitive shareholder returns as well
as a potential for leveraging acquisitions.  After completing its
$1 billion 2006 buyback program, PXD established $300 million
program for 2007.  With 2007 capital spending likely to exceed
cash flow, buyback activity would boost leverage to an as yet
determined degree.

The outlook could be stabilized if PXD demonstrates sustained
production growth at more competitive full-cycle costs and cash-
on-cash returns, sound PD reserve growth, and adequately
conservative leverage on PD reserves and on total reserves.  The
ratings could be pressured if leverage on PD reserves increased
materially relative to the ratings, if production trends turn
materially negative, or if reserve replacement costs do not
strengthen.

Per Moody's global ratings methodology for independent exploration
and production firms, PXD maps to a Ba3 corporate family rating
two notches lower than its actual Ba1 rating.  However, the
methodology rating remains weighted by very high full-cycle costs
during PXD's transition period and still comparatively low
up-cycle leveraged unit cash margin coverage of reserve
replacement costs..

The rating uplift from the indicated methodology rating to the Ba1
rating reflects improving production trends, a comparatively large
asset base, including proven developed reserves of 924 mmboe,
adjusted for volumetric production payments, balanced between oil  
and natural gas, and pro forma leverage that maps within the Baa-
category.

The ratings are further supported by the company's rising
production compared to pro forma 2005 production after the
divestiture of deep water Gulf of Mexico reserves, a reallocation
of a large proportion of capital spending to lower risk onshore
activity, and a continued supportive oil and natural gas price
environment.

Moody's believes that PXD, with the sale of the GOM and Argentina
assets, has reconfigured itself to a more durable reserve and
production portfolio from which it can recommence growth.  
However, PXD still faces the important task of demonstrating that
it can sustain operating performance from the remaining higher
cost and mature asset base that supports a Ba1 rating or higher.

Furthermore, while PXD's operating scale and diversification
largely map to a Baa-range, the important catalysts for forward
strength or weakness continue still map to the Ba, B, and Caa
ranges.  Catalysts include all-sources and drillbit reserve
replacement costs and total unit full-cycle costs.

In addition to expanded exploitation of mature fields, PXD's
growth objectives look to material contributions from its handful
of potential growth plays in south Texas, the Rocky Mountains, and
Tunisia, as well as development projects in Alaska and offshore
South Africa.  South Coast is expected to begin production in
second half 2007.  However, for ratings purposes, it is premature
to assess the eventual robustness of this activity.

Pioneer Natural Resources is headquartered in Dallas, Texas.


PLAINS EXPLORATION: Moody's Holds Corporate Family Rating at Ba2
----------------------------------------------------------------
Moody's Investors Service affirmed Plains Exploration &
Production's Ba2 corporate family rating.  Under its Loss Given
Default methodology, Moody's also assigned a Ba3, LGD5, 79% to
PXP's pending $300 million of 10-year senior unsecured notes.
Proceeds will repay the majority of $275.2 million of first
secured revolver debt.  

Under the LGD methodology, the probability of default rating is
returned to the corporate family rating level, reflecting
reintroduction of a second class of debt into the capital
structure with an overall expected lower recovery rate and a
reduced propensity for bank credit agreements in mixed capital
structures to trigger early defaults.

The outlook is changed from stable to negative.  

This reflects:

   -- the reduced proven developed reserve scale and associated
      higher capital costs to bring the reclassified reserves back
      to PD status,

   -- higher drillbit F&D than Moody's expected in December,

   -- potentially higher expected leverage than anticipated due to
      2007 capital spending and potential buybacks that, together,
      will be considerably in excess of cash flow, and

   -- a need to more clearly establish steady competitive overall
      costs, margins, and production replacement in its core
      regions.

The rating is supported by:

   -- PXP's production and proven reserve scale;

   -- durable production base;

   -- focused core California holdings; modest current leverage
      from which to fund negative cash flow after capital spending
      and potential stock buybacks;

   -- talented though strategically active management, with prior
      experience in managing heavy front-end offshore capital
      programs; and

   -- supportive oil prices. PXP's Gulf of Mexico exploration,
      partial development, and early divestiture strategy, though
      high cost and high risk, may skew reserve replacement costs.

GOM exploration successes cannot be booked at the same pace during
development as onshore reserves.  Scale volumes may attain
commercial delineation before qualifying for SEC bookings, note
PXP's 2006 $700 million sale of un-booked reserves and prospects.

The ratings remain restrained by:

   -- a proportionately low PD reserve base,

   -- relatively modest up-cycle margins associated with PXP's
      secondary and tertiary recovery production,

   -- escalated California production costs arising from PXP's
      2006 divestiture of California properties that had been net
      producers of natural gas with which PXP had previously
      reduced its net steam flood costs,

   -- high and rising finding and development cost,

   -- a need to clearly establish more attractive organic trends,
      and
   
   -- expected higher leverage.

Moody's expects that 2007 capital spending, a cash tax payment for
2006 gains on property sales, and potential stock buybacks to
combine for higher leverage.  As well, given PXP's past strategic
propensities, Moody's does not rule out acquisitions in the coming
year.

Factors that could erode the ratings are leveraged acquisitions,
leveraging stock buybacks, weakening production trends, or
weakening unit cost trends relative to expected prices.

Moody's believes PXP remains in a transition mode, though aided by
a strong price environment.

In Moody's view, facing:

   -- its previously far under-market hedging portfolio,

   -- low growth core California production, and

   -- the long resource life of that production, PXP reassessed
      its portfolio growth prospects and conducted several
      transactions in 2006.

Funded with approximately $1.6 billion of pre-tax proceeds of 2006
asset sales, PXP bought out its underwater hedges for
approximately $600 million to expose its production to supportive
prices, repaid approximately $525 million of senior and
subordinated notes, repurchased approximately $300 million of
common stock, and will shortly owe almost $100 million of taxes on
the asset sale gain.  

PXP added considerable flexibility to mount a significant
repurchase program by retiring the note indentures.  PXP has also
articulated that it could consider buying back up to a total of
10% to 20% of its shares sometime during the next two years,
depending on commodity prices, asset monetizations of GOM
properties, and monetization of California real estate.

At year-end 2006, PXP held 352 mmboe of proven reserves, of which
182 mmboe (52%) are PD, down from 401 mmboe and 267 mmboe,
respectively.  Total proven reserves declined principally due to
asset sales while the PD reserve decline was caused both by asset
sales and an over 30 mmboe reclassification of PD reserves to
proven undeveloped reserves due to reduced estimates of average
mechanical wellbore lives in the very long lived Cymric Field,
whose wells are now estimated to need to be re-drilled every 10 to
15 years.  PXP's production is predominantly long-lived but high
cost secondary and tertiary recovery production of medium and
heavy California crude oil.  It also garners blended realized
prices well below light sweet crude oil benchmark prices.

The durable California properties form the base upon which it
conducts high risk, high up-front cost, but potentially high
impact exploration and development activity in the GOM Miocene
Trend in both the shallow water/deep geological horizon of the GOM
and deepwater region of the GOM. PXP effectively recycles cash
flow from its high production cost but low reinvestment risk
California properties into (i) the GOM and (ii) to periodic
returns of capital to shareholders.

Rather than carry the full, and proportionately very large,
deepwater GOM development costs and long lead times to production
start-up, PXP intends to sell exploratory successes to third
parties once sufficiently delineated to achieve fair value to that
point.

Regarding the first quarter 2007 30+ mmboe PD reserve
reclassification, PXP revaluated its mechanical wellbore lives at
is Cymric steam flood.  It will need to spend several hundred
million dollars of additional capital to re-drill wells over time
to migrate the reserves back to PD status.  As a result of the
addition further development costs, PXP's debt plus future FAS 69
development capital, divided by total proven reserves, is
escalated to over $7.00/boe.  Future FAS 69 capital spending
requirements approach $2 billion.

Plains Exploration & Production Company is headquartered in
Houston, Texas. Approximately 95% of its reserves are located
onshore California in the Los Angeles Basin (water flood) and San
Joaquin Valley Basin (steam flood), with additional reserves
offshore California in the Santa Maria Basin as well as in the
GOM.  It also conducts a large non-operated exploration effort to
the deep geologic horizons beneath the GOM and in the deepwater
regions of the GOM.


POE FINANICAL: Hires Johnson & Holwell PLLC as Accountants
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of California
gave Poe Financial Group Inc. and its debtor-affiliates permission
to employ Johnson & Holwell PLLC, as its accountant.

The firm is expected to review the Debtors' monthly financial
statements, reconcile bank statements, prepare tax returns, and
handle other related duties.

Sean Johnson, CPA, a partner of the firm, will charge $175 per
hour for this engagement.

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

Mr. Johnson can be reached at:

     Sean Johnson, CPA
     Johnson & Holwell, PLLC
     1463 Oakfield Drive, Suite 105
     Brandon, FL 33511   
     Tel: (813)343-8060
     Fax: (813)643-0157
     http://www.ledgertax.com/

Based in Tampa, Florida, Poe Financial Group, Inc.
-- http://www.poefinancialgroup.com/-- specializes in insuring  
coastal properties assumed from Florida's high-risk insurance
pool.  The Debtor and three of its affiliates file for chapter 11
protection on Aug. 18, 2006 (Bankr. M.D. Fla. Case No. 06-04288).
Noel R. Boeke, Esq., Leonard Gilbert, Esq., and Rod Anderson,
Esq., at Holland & Knight, LLP, represent the Debtors.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $50 million.

The Court extended, until April 16, 2007, Poe Financial Group,
Inc. and its debtor-affiliates' exclusive period to file a Chapter
11 Plan of Reorganization.


PROVIDENT CAPITAL: Fitch Lifts Stock's Rating to BBB- from BB+
--------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating of
Provident Bankshares, Corp. and its bank subsidiary Provident Bank
of Maryland to 'BBB' from 'BBB-'.  Additionally, PBKS' short-term
issuer rating was upgraded to 'F2' from 'F3'.  Provident Bank of
Maryland's long-term deposit rating was upgraded to 'BBB+' from
'BBB', and Provident Capital Trust I's preferred stock was
upgraded to 'BBB-' from 'BB+'.  All other ratings were affirmed.
The Rating Outlook remains Stable.

The upgrade of PBKS' IDR reflects the company's good balance sheet
fundamentals, improved core profitability, strong asset quality
and solid capital levels.  The ratings also reflect the company's
somewhat limited geographic diversity, although it enjoys
favorable demographic trends in the Maryland and Northern Virginia
markets it serves.  The company recently restructured its balance
sheet by selling lower yielding securities and using the proceeds
to retire some higher cost wholesale funding, positioning the
company to maintain its stable NIM, should the yield curve remain
flat.  Asset quality remains good and Fitch anticipates any
deterioration experienced as the credit cycle progresses will
remain contained, given the company's appropriate underwriting and
credit administration.

The Stable Outlook reflects Fitch's expectation that the company
will be able to maintain its improved core profitability and good
balance sheet fundamentals and asset quality.  Additionally, the
Stable Outlook reflects Fitch's belief that the company will
continue its improved management of parent company liquidity and
maintain improved liquidity levels.

Fitch upgrades these ratings:

Provident Bankshares, Corp

-- Long-term IDR to 'BBB' from 'BBB-';
-- Short-term issuer to 'F2' from 'F3';

Provident Bank of Maryland

-- Long-term IDR to 'BBB' from 'BBB-';
-- Long-term deposits to 'BBB+' from 'BBB';

Provident (MD) Capital Trust I

-- Preferred Securities 'BBB-'.

Fitch affirms the following ratings:

Provident Bankshares, Corp

-- Individual 'B/C';
-- Support '5'.

Provident Bank of Maryland

-- Short-term issuer 'F2';
-- Short-term deposits 'F2';
-- Individual 'B/C';
-- Support '5'.

The Outlook on all ratings is Stable.


QUENTIN SHORTES: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Quentin Ronald Shortes
        dba RS Properties
        140 Royal Park Lane
        Waxahachie, TX 75165

Bankruptcy Case No.: 07-31170

Type of Business:

Chapter 11 Petition Date: March 6, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: William Lyle Perlman, Esq.
                  Perlman & Robison
                  3626 North Hall Street, Suite 610
                  Dallas, TX 75219
                  Tel: (214) 520-2200

Total Assets: $1,189,266

Total Debts:  $1,025,276

Debtor's Eight Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Countrywide Home Mortgage     Note/Deed of Trust         $98,624
P.O. Box 660694                                           Value:
Dallas, Texas 75266                                      $90,000

Wells Fargo Card Services     Line of credit             $38,581
P.O. Box 911
Des Moines, IA 50330-0001

MBNA America                  Credit Card                $15,655
P.O. Box 17054                                           
Wilmington, DE 19884                                    

Chase                         Purchase Money              $4,823
P.O. Box 94011                Security Interest
Palatine, IL 60094

Perlman & Robison             Attorney Fees               $4,000
3626 No Hall Street
Suite 610
Dallas TX 75219

Discover Card                 Misc. Credit Purchases      $3,170
P.O. Box 165
Salt Lake City, UT 84130-0395

Bay Area Credit Service       Notice Only                 $2,118
50 Airport Parkway
Suite 100
San Jose, CA 95110

Wells Fargo Card Services     Misc. Credit Purchases      $1,996
P.O. Box 9210
Des Moines, IA 50330-0001


RADNOR HOLDINGS: U.S. Trustee Balks at Request for Turnaround Mgr.
-----------------------------------------------------------------
Radnor Holdings Corp. and its debtor-affiliates asked permission
the U.S. Bankruptcy Court for the District of Delaware to hire
a turnaround manager to guide it through liquidation, Bill
Rochelle of Bloomberg News reports.

According to the report, the U.S. Trustee opposed the request and
asked the Court to convert the case from a chapter 11 liquidation
to a chapter 7 liquidation in which trustee would be appointed
automatically.  

The U.S. Trustee argued that having a chapter 7 trustee would be
easier and cheaper than paying a turnaround manager at $350 per
hour, the source said.

The Court will convene a hearing on March 13 to consider the
issue.

As reported in the Troubled Company Reporter on Jan. 10, 2007, the
Court extended the Debtors' exclusive period to file a plan until
April 18, 2007.  The Court also extended, until June 18, 2007, the
Debtors' exclusive period to solicit acceptances of that plan.

Since the Debtors filed for bankruptcy on Aug. 21, 2006, they have
attempted to quantify the amount of existing administrative,
priority, and unsecured claims against the estate.  These efforts
are still ongoing.

Furthermore, the Debtors obtained approval for a sale of
substantially all of the their assets to TR Acquisition
Co. LLC.  The extension requested would also provide the Debtors
and their advisors the opportunity to analyze the Debtors' post-
Sale financial circumstances and, if possible, develop a
liquidating plan that maximizes the return to parties-in-interest.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serve the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RAVELSTON CORP: Pleads Guilty to Diversion of Funds
---------------------------------------------------
Ravelston Corp. has pleaded guilty in a Chicago federal court to
fraud and agreed to pay a $7 million fine in connection with the
diversion of funds from Hollinger Inc., Bill Rochelle of Bloomberg
News reports.

Ravelston is in receivership in Canada with RSM Richter Inc.
serving as its Receiver.

According to the report, an indictment handed down in 2005 charged
that the Toronto-based newspaper publisher and four company
officers, including Conrad Black, diverted $84 million from
Hollinger Inc.

Mr. Black unsuccessfully fought in the Canadian courts to block
Ravelston from pleading guilty.  Mr. Black, who controlled
Ravelston which in turn controlled 78% of Hollinger, is
scheduled to go on trial in Chicago on a 14-count indictment
including charges of fraud and racketeering, Mr. Rochelle relates.

Mr. Black, the source said, resigned in 2003 from his positions at
Hollinger after claims that he and other executives shared $32
million in payments that weren't approved by the board of
directors or its compensation committee and not fully disclosed in
financial statements.

As reported in the Troubled Company Reporter on Jan. 30, 2007, the
Ontario Superior Court of Justice commenced a hearing into a
motion brought by RSM Richter on Jan. 25, 2007, seeking, among
other things, approval of a plea agreement negotiated with the
U.S. Attorney's office in respect of indictments laid in the
United States against Ravelston.  The motion was supported by
Hollinger and Sun-Times and was opposed by Conrad Black Capital
Corporation, Peter G. White and Peter G. White Management Limited.

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

The Board of Directors of Hollinger set Monday, May 7, 2007, as
the date of the company's Annual Meeting of shareholders.  The
time and location of the meeting will be announced in due course.

                       About Hollinger Inc.

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

                        About Ravelston

Ravelston Corp. is a privately-held Canadian corporation and
beneficially owns approximately 78% of Hollinger, Inc.'s stock.
Ravelston is the controlling shareholder of Hollinger, Inc.
Ravelston is owned and controlled by Conrad Black and David
Radler.  Mr. Black, through the Conrad Black Capital Corporation,
indirectly owns 65.1% of Ravelston.  Mr. Radler, through F.D.
Radler, Limited, indirectly owns 14.2% of Ravelston.  Mr. Black is
the Chairman and CEO of Ravelston while Mr. Radler is the
President.


ROYAL & SUNALLIANCE: A.M. Best Says Financial Strength is Marginal
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength ratings to C+
(Marginal) from C++ (Marginal) and the issuer credit ratings to
"b-" from "b" for the Royal & SunAlliance USA Insurance Pool
(Wilmington, DE) and its members, as well as its separately rated
affiliate, Royal Surplus Lines Insurance Company (Wilmington, DE).

On March 3, 2007, R&SA USA Pool's name was changed to Arrowpoint
Capital Pool (Wilmington, DE). The ratings have been removed from
under review with developing implications and assigned a negative
outlook.

Subsequently, A.M. Best has withdrawn the FSRs and ICRs and
assigned a category NR-4 (Company Request) to RSLIC and the
members of the Arrowpoint Pool.  Concurrently, A.M. Best has
withdrawn the FSR and ICR and assigned a category NR-5 (Not
Formerly Followed) to Arrowpoint Pool.  These rating actions
reflect management's decision to withdraw from A.M. Best's
interactive rating process.

The Arrowpoint Pool includes Royal Indemnity Company and Security
Insurance Company of Hartford.  These two companies, along with
RSLIC, have been in run-off since 2003.  On March 3, 2007, Royal &
Sun Alliance Insurance Group plc (United Kingdom) [LSE: RSA]
completed the sale of its U.S. operations to Arrowpoint Capital
Corporation, a registered Delaware corporation founded by Royal &
Sun U.S. senior managers and outside directors.

As part of the transaction, the former U.K. parent contributed
$287.5 million in additional capital to the group.  Arrowpoint
Capital acquired the U.S. operations for $300 million in deferred
consideration, payment of which will be based on the future
performance of the run-off.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.
   

SAGHI TEHRANI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Saghi M. Tehrani
        2704 Danville Road
        Alamo, CA 94507-1120

Bankruptcy Case No.: 07-40713

Chapter 11 Petition Date: March 8, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: John A. Vos, Esq.
                  1430B Lincoln Avenue
                  San Rafael, CA 94901
                  Tel: (415) 485-5332

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SAKS INC: Comparable Store Sales Ups 24.7% in Period Ended Mar. 3
-----------------------------------------------------------------
Saks Incorporated reported that comparable store sales increased
24.7% for the four weeks ended Mar. 3, 2007, compare to the four
weeks ended Feb.25, 2006.  The company also disclosed results for
the fourth quarter and fiscal year ended Feb. 3, 2007.

The company sold its Saks Department Store Group businesses in
2005 and 2006, and the sold SDSG businesses are presented as
"discontinued operations" in the current and prior year periods.  
Saks Fifth Avenue and Club Libby Lu are reflected in the company's
continuing operations.

"We are pleased with the significant increase in operating
income for the quarter which was driven by strong comparable
store sales," Steve Sadove, Chief Executive Officer of the
company, noted, "substantial improvement in the gross margin
rate, and solid expense management."

"Our fourth quarter comparable store sales increase of 9.9% and
gross margin rate improvement of 430 basis points indicate that we
have made much progress on understanding our core customer by
market and on refining our merchandise assortments in each of
our stores.  Our sell-throughs of full-priced merchandise have
improved significantly, and our customer service, clienteling,
and marketing efforts continue to improve."

                      Fourth Quarter Results

The company recorded income from continuing operations of
$21.6 million for the fourth quarter ended February 3, 2007.  
Net income totaled $21.5 million.

The fourth quarter included these after-tax amounts:

   -- expenses of approximately $10 million for retention and
      severance as the Company downsizes following the disposition
      of its SDSG businesses,

   -- an $8.2 million non-cash charge related to the treatment
      under Financial Accounting Standard 123(r) of the anti-
      dilutive adjustment made to outstanding options resulting
      from the company's $4 per share dividend paid in the fourth
      quarter,
   -- net charges of $2.7 million primarily related to a write
      down of assets held for disposition,

   -- expenses of approximately $1.4 million for legal and other
      costs associated with the previously disclosed ongoing
      investigations by the Securities and Exchange Commission and
      the Office of the United States Attorney for the Southern
      District of New York,

   -- an insurance deductible adjustment of $1 million related to
      the New Orleans store, and

   -- income of approximately $14.4 million primarily due to the
      favorable conclusion of certain tax examinations and the
      adjustment of certain tax valuation allowances.

For the prior year fourth quarter ended Jan. 28, 2006,
the company recorded a loss from continuing operations of
$29.9 million.  After recognition of the Company's after-tax gain
from discontinued operations of $27.6 million the net loss totaled
$2.2 million for the prior year fourth quarter.  The prior year
fourth quarter included net after-tax charges of:

   -- $7.5 million primarily related to asset impairments and
      dispositions,

   -- expenses of approximately $5.9 million for retention and
      severance, and

   -- expenses of approximately $1.7 million for legal and other
      costs associated with the previously disclosed
      investigations.

"Traffic, number of transactions, and average ticket trends all
improved for the quarter, and nearly all merchandise categories
and geographies performed very well during the period" Sadove
continued.  "We saw strong performance from our New York City
flagship and most other flagship stores, as well as many of our
stores in secondary trade areas where we have intensified our
focus and substantially enhanced the merchandise assortments.  The
Saks Direct business posted a sales increase of nearly 40% over
last year's fourth quarter, and we experienced improving trends at
Off 5th."

A full-text copy of the company's Fourth Quarter and Fiscal Year
Ended Feb. 3, 2007 is available for free at

              http://ResearchArchives.com/t/s?1b08

Based in Birmingham, Alabama, Saks Incorporated (NYSE: SKS) --
http://www.saksincorporated.com/-- operates Saks Fifth Avenue  
Enterprises, which consists of 55 Saks Fifth Avenue stores, 50
Saks Off 5th stores, and Saks.com.  The Company also operates 39
Parisian stores and 57 Club Libby Lu specialty stores.

                         *     *     *

Moody's Investors Service placed a B3 Senior Unsecured Debt rating
to Saks Inc. on Sept. 26, 2006.  Fitch Ratings assigned a B rating
on Saks Inc.'s Senior Unsecured Debt on July 27, 2006.


SANTA FE: Court Extends Time to File Chapter 11 Plan to March 14
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved Santa Fe Minerals Inc. and its sole
shareholder, 15375 Memorial Corporation's request to:

   a) extend their exclusive periods to file a chapter 11 plan
      until March 14, 2007, and

   b) solicit acceptances of that plan until May 13, 2007.

As reported in the Troubled Company Reporter on Jan. 5, 2007, the
Debtors disclosed that the bulk of their activity has consisted of
litigation including:

   * Adversary Proceeding No. 06-50822 commenced by Santa Fe
     against BEPCO, L.P., fka Bass Enterprises Production
     Company, wherein Santa Fe seeks, inter alia, to
     preliminarily enjoin Bass from taking further actions to
     assert for itself claims that are property of the Debtors'
     estates and with respect to which Santa Fe submits Bass'
     post-petition actions constituted willful violations of the
     automatic stay;

   * the request of GlobalSantaFe Corporation, Entities Holdings,
     Inc. and GlobalSantaFe Corporate Services, Inc., to
     intervene in the Adversary; and

   * Bass' motions to dismiss, abstain, stay, convert, appoint a
     trustee, appoint and examiner, etc.

The Debtors further disclosed that their request to enter into a
management agreement and obtain credit from GlobalSantaFe
Corporate and application to retain a special counsel drew
objections from Bass.

The Debtors said however that despite their attention being
diverted to the litigation, they have begun formulating and
drafting a proposed plan of reorganization.

                     About Santa Fe Minerals

Headquartered in Houston, Texas, 15375 Memorial Corporation is the
sole shareholder of Santa Fe Mineral, Inc.  Santa Fe Minerals is a
Wyoming based corporation dissolved in 2000.  Under Wyoming law,
creditors of a dissolved corporation can recover their debts from
the dissolved corporation's shareholders, up to the value of the
assets that each shareholder received at the dissolution.

15375 Memorial and Santa Fe Minerals filed for chapter 11
protection on Aug. 16, 2006 (Bankr. D. Del. Case Nos. 06-10859 &
06-10860).  John D. Demmy, Esq., at Stevens & Lee, P.C.,
represents the Debtors.  No Official Committee of Unsecured
Creditors have been appointed in the Debtors' cases.  When the
Debtors filed for protection from their creditors, they estimated
their assets between $100,000 to $500,000 and liabilities of more
than $100 million.


SHEKINAH GLORY: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shekinah Glory Community Church, Inc.
        P.O. Box 380511
        Duncanville, TX 75116

Bankruptcy Case No.: 07-31144

Type of Business: The Debtor is a church.

Chapter 11 Petition Date: March 5, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Reedy Macque Spigner, Jr., Esq.
                  Spigner & Gallerson
                  555 Republic Drive, Suite 101
                  Plano, TX 75074
                  Tel: (972)881-0581
                  Fax: (972)424-1309

Total Assets: $1,054,550

Total Debts:  $841,988

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GE-Capital                                               $15,508
Home Depot
P.O. Box 2036
Warren, MI 48090

James Nor                                                $15,000
Quality Framers
1231 North Old Alma Road
Ennis, TX 75119

Bank of America               Overdrawn check             $5,000
P.O. Box 2518                 account
Houston, TX 77252-2518

Duncan Disposal                                           $3,000

Robert Cagley                 Building framer             $1,500

Today Newspaper               Church Ad                   $1,000

Zurich                                                      $430

TXU Elec.                                                   $258

Summer Leasing dATAMAX                                       $85

Duncanville Water                                            $65

Direct TV                                                    $57

MC-Counter Force USA                                         $37

TXU Gas                                                      $28

Merch. Services                                              $15

AOL                                                           $3

Sprint                                                        $0


SHREVEPORT DOCTORS: Chapter 11 Reorganization Back to Shreveport
----------------------------------------------------------------
Following the requests of its creditors who filed an involuntary
Chapter 7 liquidation petition, Doctors' Hospital of Shreveport,
Louisiana, will proceed with a chapter 11 reorganization in a U.S.
bankruptcy court in Shreveport, Bill Rochelle of Bloomberg News
reports.

According to the report, the hospital converted the involuntary
case to a Chapter 11 case and asked the U.S. Bankruptcy Court for
the Eastern District of Texas to dismiss the previous case.

The hospital, the source relates, previously said it intended to
sell the facility within 45 days.

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


SOMAN PHILIPS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Soman Philips Properties, LLC
        4045 West Chandler Boulevard
        Chandler, AZ 85226

Bankruptcy Case No.: 07-00991

Chapter 11 Petition Date: March 8, 2007

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ST. AUGUSTINE: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: St. Augustine Hotel LLC
        347 Washington Avenue
        Miami Beach, FL 33139
        Tel: (305) 532-0570

Bankruptcy Case No.: 07-11594

Type of Business: The Debtor operates a hotel & condominium.

Chapter 11 Petition Date: March 8, 2007

Court: Laurel M. Isicoff

Debtor's Counsel: Phillip M. Hudson III, Esq.
                  Arnstein & Lehr LLP
                  200 South Biscayne Boulevard, Suite 3600
                  Miami, FL 33131
                  Tel: (305) 374-3330
                  Fax: (305) 374-4744

Total Assets: $6,700,000

Total Debts:  $5,150,000

Debtor's 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Miami Living                       Trade Debt              $3,000
397 Moody Street, Suite 2
Waltham, MA 02453

Prime Rate Finance                 Trade Debt              $2,512
Insurance Company
P.O. Box 580016
Charlotte, NC 28258-0016

ASCAP                              Trade Debt              $1,004
2690 Cumberland Parkway
Suite 490
Atlanta, GA 30339

Chamber of Commerce                Trade Debt                $400

Chamber of Commerce Map Project    Trade Debt                $329

TECO Peoples Gas                   Trade Debt                $321

Allied Waste                       Trade Debt                $262

Net Trans Commission               Trade Debt                $261

Cancer Recovery Foundation         Trade Debt                $190

VingCard                           Trade Debt                $141

Citysearch                         Trade Debt                $110

A&D The Gardening People           Trade Debt                $100

Orkin Pest Control                 Trade Debt                 $61

Fed Ex                             Trade Debt                 $47


STAM LTD: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: STAM Ltd.
             5225 Village Creek Drive, Suite 400
             Plano, TX 75093

Bankruptcy Case No.: 07-31107

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CTAM, LP                                   07-31123

Chapter 11 Petition Date: March 5, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: Norman A. Zable, Esq.
                  Norman A. Zable, A Professional Corp.
                  5757 Alpha Road, No. 504
                  Dallas, TX 75240
                  Tel: (972) 386-6900
                  Fax: (972) 386-7315

                Estimated Assets    Estimated Debts
                ----------------    ---------------
STAM Ltd.       $1 Million to       $1 Million to
                $100 Million        $100 Million

CTAM, LP        $1 Million to       $1 Million to
                $100 Million        $100 Million


A. STAM Ltd.'s 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Stephenville Tax Assessor - Collector                $192,000
   320 West College Street
   Stephenville, Texas 76401

   Cirro Energy                                         $113,611
   501 West Pres. George Bush Highway, Suite 350
   Richardson, TX 75080

   Madden Marketing And Design Group                     $25,715
   1819 Firman Drive, Suite 145
   Richardson, TX 75081

   Lovell Lawn and Landscape, Inc.                        $2,000

   City of Stephenville Water Department                  $1,900

   AICCO, Inc.                                            $1,800

   Northland Cable TV                                     $1,700

   Upshaw Insurance Agency, Inc.                          $1,600

   Airimba Wireless, Inc.                                 $1,500

   Embarq                                                 $1,400

   Titan Fire Controls                                    $1,300

   Apartment Appliance Leasing Service                    $1,200

   Thyssenkrupp Elevator Corp.                            $1,100

   The Home Depot Supply                                  $1,000

   Love to Clean                                            $900

   Allied Resident/Employee Screening                       $800

   Wells Fargo Financial Leasing                            $700

   Cingular Wireless                                        $600

   Entry Technologies, Inc.                                 $500

   ProStar                                                  $400

   
B. CTAM, LP's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
City of Commerce              Taxes                     $180,000
Tax Assessor
1119 Alamo
Commerce, TX 75428

Madden Marketing and                                     $21,446
Design Group
1819 Firman Drive
Suite 145
Richardson, TX 75081

Cirro Energy                                              $2,000
501 West Pres. George
Bush Highway
Suite 350
Richardson, TX 75080

AICCO, Inc.                                               $1,900

City of Commerce                                          $1,800

Upshaw Insurance Agency,                                  $1,700
Inc.

Time Warner Cable                                         $1,600

Apartment Appliance Leasing                               $1,500
Service

Embarq                                                    $1,400

Airimba Wireless, Inc.                                    $1,300

The Home Depot Supply                                     $1,200

H and W Pool Service                                      $1,100

Staples Credit Plan                                       $1,000

Allied Resident/Employee                                    $900
Screening

Titan Fire Protection                                       $800

Texas Yard Pro                                              $700

Orkin Pest Control                                          $600

Canon Financial Services,                                   $500
Inc.

Cingular Wireless                                           $400

ProStar                                                     $300


STINSON HOSPITALITY: Files for CCAA Protection with Dominion Club
-----------------------------------------------------------------
Stinson Hospitality Inc., and Dominion Club of Canada Corp., filed
for protection under Canada's Companies' Creditors Arrangement Act
at the Superior Court of Justice, the Toronto Star reports.

The two companies, owned by condominium developer Harry Stinson,
are currently involved in the development of 1 King West
condominium and hotel.  The two companies own around 42,000 square
feet of the project.

The Toronto Star relates that theatre producer David Mirvish is
Mr. Stinson's business partner in the project.  Mr. Stinson was
the visionary behind 1 King West, while Mr. Mirvish provided the
money to back the project.  The deal called for Mr. Stinson being
compensated through hotel and leasing operations, while Mr.
Mirvish would receive the proceeds of condo sales.

In documents obtained by the Star, the two companies owe more than
$20 million with Ed Mirvish Enterprises Inc., as main secured
creditor, owed $11.8 million.  Unsecured creditors on the other
hand include debenture holders for $5.25 million.

In an interview, the Star quotes Mr. Stinson saying, "[i]t has
been humiliating to have to do this.  But I would very much like
to see a resolution.  We don't want the operations of the project
jeopardized by a business squabble that should have been fixed."

In a statement to the Star, Mr. Mirvish stated, "[t]his matter
took us completely by surprise.  As by far the biggest creditor of
this group of debtors we were surprised and disappointed not to
have been consulted and we stated that position to the Court."

The Star further cites Mr. Stinson as saying that the amount
actually owed to Mr. Mirvish is in the range of $2 million to
$3 million since Mr. Mirvish wasn't able to finish the project of
acceptable standards.  The CCAA filing was done as a last resort
after Mr. Mirvish demanded the $11.8 million, Mr. Stinson further
said.


STRUCTURED ASSET: Moody's Downgrades Bonds' Rating to Ba1 from A2
-----------------------------------------------------------------
Moody's downgrades three tranches and places two of them on watch
for possible further downgrade on a SASCO 2002 deal.  The deal is
backed by a mix of adjustable rate Alt-A and jumbo loans,
currently being serviced by Aurora Loan Services.

This action has been in light of the presence of one large loan in
REO under the Pool 1 group with potential for high severity.  
While this loan's effect on projected losses will not directly
affect the other group's bonds in terms of immediate writedowns,
it may adversely affect the credit enhancement of this group of
bonds.

These are the rating actions:

Downgrade:

   * Structured Asset Securities Corp. 2002-18A

      -- Class B-3, downgraded to Ba1, previously A2.

      -- Class B-2-II, downgraded to A2, on review for possible
         further downgrade, previously Aa2.

      -- Class B-2-I, downgraded to A2, on review for possible
         further downgrade, previously Aa2.


SWEETSKINZ HOLDINGS: Organizational Meeting Scheduled Tomorrow
--------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in SweetskinZ Holdings, Inc.'s chapter 11 case
at 1:00 p.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.

                        About SweetskinZ

SweetskinZ, Inc. -- http://www.sweetskinz.com/-- has developed  
the only manufacturing methodology which imbues pneumatic tires
with any type of durable color graphic, design or logo, adding new
and original dimensions of style to the traditional black or white
walled tire.  In addition, SweetskinZ is able to produce tires
with greatly enhanced reflectivity and tires that virtually glow
in the dark during dusk.

In December 2005, SweetskinZ Holdings, Inc. changed its name from
Nupro Innovations, Inc.

SweetskinZ Holdings and SweetskinZ, Inc. filed for chapter 11
protection on March 5, 2007 (Bankr. D. Del. Case Nos. 07-10288 and
07-10289).  Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at
Landis Rath & Cobb LLP, represent the Debtors.  When the Debtors
filed for protection from their creditors, they listed estimated
assets between $100,000 and $1 million and estimated debts between
$1 million and $100 million.


TITANIUM METALS: Earns $274.4 Million in Year Ended December 31
---------------------------------------------------------------
Titanium Metals Corp. posted total net sales of $1.18 billion for
the year ended Dec. 31, 2006, as compared with total net sales of
$749.77 million for the year ended Dec. 31, 2005.  Net income for
2006 was $274.48 million, up from a net income of $143.7 million
for the prior year.

The company, and the industry as a whole, have benefited
significantly from continued strong demand for titanium across all
major industry market sectors that has driven melted and mill
titanium prices to record levels.

Cost of sales increased to $747.06 million in 2006, as compared
with $550.41 million in 2005, due to increased sales volumes and
higher average cost of raw materials, including purchased titanium
sponge and titanium scrap.

Operating income for 2006 to $382.78 million, as compared with
$171.07 million in 2005.  The increase in operating income is
driven primarily by an increase in gross margin, which is somewhat
offset by increases in selling, general, administrative and
development expense and a decrease in other operating income.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $1.21 billion, total liabilities of $316.67 million, and
minority interest of $21.32 million, resulting to $878.87 million
in total stockholders' equity.

As of Dec. 31, 2006, accumulated other comprehensive loss was
$22.43 million, down from $38.27 million in 2005.  The company's
unrestricted cash and cash equivalents were $29.36 million and
its restricted cash and cash equivalents were $146,000 as of
Dec. 31, 2006.

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

                    About Titanium Metals Corp.

Headquartered in Dallas, Texas, Titanium Metals Corp. (NYSE: TIE)
-- http://www.timet.com/-- produces titanium melted and mill  
products.  It offers titanium sponge, melted products, mill
products, and industrial fabrications.

                           *     *     *

Moody's Investors Services placed a Caa1 issuer rating and B3 LT
Corp Family Rating on Titanium Metals.


TRIBUNE CO: Does Not Intend To Sell Remaining Newspapers
--------------------------------------------------------
Tribune Co. said it has no intention of selling its remaining
newspapers, after having completed a plan to dispose of
$500 million worth of non-core assets, Reuters reports.

"Our newspapers are clear leaders in the major markets they serve,
and fit our strategic focus on larger publishing and interactive
businesses," Tribune publishing chief Scott Smith said in a
statement carried by some of the company's papers, including the
Chicago Tribune, as cited by Reuters.

"While the special committee of our board of directors continues
to oversee Tribune's exploration of strategic alternatives, we
have no current plans to sell additional newspapers," Mr. Smith
added.

Reuters relates that Tribune Co. is reviewing bids that include
buying out the company and spinning off divisions as it tries to
satisfy restive investors.  It is expected to decide by the end of
the month, the source said.

           Unit to Sell Southern Connecticut Newspapers

Tribune Publishing, a division of Tribune Co., said in a March 6,
2007 press statement that it will sell its Southern Connecticut
Newspapers, The Advocate (Stamford) and Greenwich Time, to Gannett
Co. Inc., for $73 million.  The sale does not include real estate
in Stamford and Greenwich, which Tribune will sell separately
after a transitional lease to Gannett.

"With this transaction, we have exceeded our goal of selling
$500 million in non-core assets as part of the performance
improvement plan we launched in 2006," said Dennis FitzSimons,
Tribune chairman and chief executive officer.

In addition to Southern Connecticut Newspapers, sales completed
since mid-2006 include television stations in Boston, Atlanta and
Albany; 2.8 million shares of Time Warner common stock; and a
former Los Angeles Times printing facility.

"We thank publisher Durrie Monsma and the entire team at Southern
Connecticut Newspapers for their dedication to the communities of
Stamford, Greenwich and Norwalk," said Scott Smith, Tribune
Publishing president.  "The Advocate and Greenwich Time are
excellent papers, but do not fit our strategic focus on larger
publishing and interactive businesses."

Tribune acquired The Advocate and Greenwich Time in June 2000, as
part of its acquisition of The Times Mirror Company.

                         About Tribune Co.

Chicago, Ill.-based Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating
businesses in publishing and broadcasting.  In publishing, Tribune
operates 11 daily newspapers including the Los Angeles Times,
Chicago Tribune and Newsday, plus a wide range of targeted
publications.  The company's broadcasting group operates 26
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                          *     *     *

On Oct. 5, 2006, Standard & Poor's Ratings Services lowered its
ratings on the class A and B units from the $75.795 million
Structured Asset Trust Unit Repackaging Tribune Co. Debenture
Backed Series 2006-1 to 'BB+' from 'BBB-'.  Concurrently, the
ratings were placed on CreditWatch with negative implications.

In September 2006, Fitch Ratings downgraded its ratings for
Tribune Co.'s $3.1 billion of outstanding senior unsecured and
subordinated debt as of June 25, 2006, and subsequently placed
them on Rating Watch Negative.

Affected ratings include the company's Issuer Default Rating
lowered to 'BB+' from 'BBB-', and Senior unsecured revolving
credit facility lowered to 'BB+'from 'BBB-'.


TRUMP ENTERTAINMENT: Mulls Possible Sale of the Company, WSJ Says
-----------------------------------------------------------------  
Trump Entertainment Resorts Inc. is exploring "strategic
alternatives" for the company, which alternatives could range from
a single property sale to a deal to sell the entire company, Peter
Sanders and Dennis K. Berman of the Wall Street Journal report,
citing people familiar with the matter.

Merrill Lynch & Co. has been hired by Trump Entertainment to
assist in the matter, WSJ relates, pointing to the same source.

The Journal said that people familiar with the company's thinking
say the Trump Marina property in Atlantic City, in particular,
could be a sale target.

A company spokesman declined to comment, the source said.

Trump Entertainment, which incurred a loss from continuing
operations of $10.3 million for the quarter ended Dec. 31, 2006,
and a loss from continuing operations of $19.1 million for the
year ended Dec. 31, 2006, reported that as of Dec. 31, 2006, it
had cash of $100 million excluding $27.4 million of cash
restricted in use by the agreement governing the sale of Trump
Indiana.  

The company indicated total debt had decreased by $30.5 million
since Dec. 31, 2005, to $1,407 million at Dec. 31, 2006.  Capital
expenditures for the year ended Dec. 31, 2006, were approximately
$129 million, consisting of $48 million maintenance capital,
$63 million renovation, and $18 million for the Taj Mahal Tower.

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Hotels & Casino Resorts,
Inc., nka Trump Entertainment Resorts, Inc. (Nasdaq: TRMP) --
http://www.trumpcasinos.com/-- through its subsidiaries, owns and   
operates four properties and manages one property under the Trump
brand name.  The company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  The Court confirmed the Debtors'
Second Amended Plan of Reorganization on Apr. 5, 2005.  The Plan
took effect on May 20, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service confirmed Trump Entertainment Resorts
Holdings L.P.'s B3 Corporate Family Rating.


TY MILLSAP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Ty Shannon Millsap
        P.O. Box 580
        Justin, TX 76247

Bankruptcy Case No.: 07-41022

Chapter 11 Petition Date: March 5, 2007

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Jeff P. Prostok, Esq.
                  Forshey & Prostok, LLP
                  777 Main Street, Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855

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

Estimated Debts:  $1 Million to $100 Million

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


VALASSIS COMMS: Earns $51.3 Million in Fiscal Year Ended Dec. 31
----------------------------------------------------------------
Valassis Communications, Inc. had $51.3 million net earnings on
$1 billion of revenues for the year ended Dec. 31, 2006, as
compared with $95.4 million of net income on $1.1 billion of
revenues for the year ended Dec. 31, 2005.

The significant decrease in net income is primarily due to the
negative effects of the intense competitive pricing pressure in
the Free-standing Inserts segment and lower volumes and
competitive pricing pressure in the Neighborhood Targeted segment.  

Results for 2006 also include after-tax charges of $24.6 million
related to the pending ADVO, Inc. acquisition and related
litigation which was settled in December 2006 and $1.4 million
related to the close-down of both the French agency business and
eSettlement business unit of NCH Marketing Services Inc.

The decrease in revenues is mainly attributable to the decline in
Free-standing Inserts segment revenues, which continues to be
negatively impacted by an intense competitive pricing environment.  
Valassis also experienced a significant decline in the
Neighborhood Targeted segment.

Cost of sales was $789.6 million in 2006, as compared with
$836.3 million in 2005.  Selling, general and administrative
expenses increased in 2006 to $151.4 million, versus
$142.6 million in 2005.

Interest expense was $24.7 million in 2006, as compared with
$10.9 million in 2005.  Income tax expense represents 38.6% of
earnings before income taxes in 2006, as compared with 34.8% in
2005.  

At Dec. 31, 2006, the company's balance sheet showed
$801.4 million in total assets, $633.8 million in total
liabilities, and $167.6 million in total stockholders' equity.

Cash and cash equivalents totaled $52.6 million at Dec. 31, 2006,
versus $64.3 million at Dec. 31, 2005.  At Dec. 31, 2006,
Valassis' debt was $259.9 million, which consisted of $100 million
of its 6 5/8% Senior Notes due 2009 and $160 million of Senior
Convertible Notes due 2033.

A full-text copies of the company's annual report for the year
ended Dec. 31, 2006, is available for free at  
http://ResearchArchives.com/t/s?1a0a                     

                About Valassis Communications, Inc.

Headquartered in Livonia, Michigan, Valassis Communications, Inc.
(NYSE: VCI) -- http://www.valassis.com/-- provides marketing  
services to consumer-packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
U.S., Mexico, Canada, France, Germany, Italy, Spain, and the U.K.  
Valassis' products and services include newspaper-delivered
promotions and advertisements such as inserts, sampling, polybags
and on-page advertisements; direct-to-door advertising and
sampling; direct mail; Internet-delivered marketing; loyalty
marketing software; coupon and promotion clearing; and promotion
planning and analytic services.  

Its subsidiaries are Valassis Canada, Promotion Watch, Valassis
Relationship Marketing Systems LLC, and NCH Marketing Services,
Inc.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 19,
Moody's Investors Service assigned a B3 rating to Valassis
Communications, Inc.'s proposed $590-million of fixed and floating
rate senior unsecured notes due 2015.  

Moody's Feb. 12, 2007 rating action on Valassis contemplated the
issuance of $590-million of junior debt in conjunction with the
acquisition of ADVO and the company's existing ratings are not
affected by the issuance of the new senior unsecured notes.   
Valassis' Corporate Family rating is B1 and the rating outlook
remains stable.


VONAGE HOLDINGS: Won't Go Out of Business Despite Verdict
---------------------------------------------------------
Vonage Holdings Corp. disclosed that it wasn't going out of
business despite a verdict for violating Verizon Communication
Inc.'s patents, Reuters reports.

A federal jury last Thursday found that Vonage infringed on three
key patents owned by Verizon and ordered the company to pay
$58 million in past damages and a 5.5% royalty rate on sales going
forward.  Verizon had asked for $197 million in damages.

Reuters relates that Vonage's shares fell by 14% Friday after the
verdict was announced.

Reuters cites analysts as saying that the verdict could still pull
down the company's shares.

As disclosed in its Form 10-Q submitted with the US Securities and
Exchange Commission, the company incurred a $65.7 million net loss
for the quarter ended Sept. 30, 2006.

Reuter further reports that in a statement Friday, Vonage said
that "[i]n the unlikely event the monetary award ($58 million) and
royalties are ultimately upheld/paid, they will not jeopardize
Vonage's financial position as we focus on achieving
profitability."

Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- is a  
provider of broadband telephone services with over 1.4 million
subscriber lines as of February 8, 2006.  Utilizing its voice over
Internet protocol technology platform, the company offers feature-
rich, low-cost communications services with a call quality
comparable to traditional telephone services.  While customers in
the United States represent over 95% of its subscriber lines,
Vonage continues to expand internationally, having launched its
service in Canada in November 2004, and in the United Kingdom in
May 2005.


WERNER LADDER: Bidding Procedures Hearing Moved to March 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
adjourned the hearing on the approval of asset sale bidding
procedures of Werner Holding Co. (DE) Inc. aka Werner Ladder
Company and its debtor-affiliates, to March 20, 2007, at
11:00 a.m., Eastern Time.

Under the Bidding Procedures Motion, the Debtors are seeking the
Court's authority to:

   (1) establish the Bidding Procedures to sell substantially
       all of their assets based on two unsolicited purchase
       offers in the form of non-binding term sheets from:

       * an investor group of lenders under a May 2005 second
         priority credit agreement, consisting of Trust Company
         of the West Group, Inc.; Schultze Asset Management,
         LLC; Milk Street Investors, LLC; and Levine Leichtman
         Capital Partners, III, L.P.; and

       * an investor group of holders of approximately 60% of
         the Debtors' debt under a June 2003 credit agreement,
         consisting of BDCM Opportunity Fund II, L.P.; BDC
         Finance, L.L.C.; and Brencourt Advisors, LLC;

   (2) establish procedures to determine cure amounts and fix
       objection deadlines for certain executory contracts and
       leases to be assumed and assigned by the Debtors;

   (3) pay a break-up fee of up to 2% of the purchase price
       in a Stalking Horse Purchase Agreement, subject to the
       Official Committee of Unsecured Creditors' right to
       object to the fee; and

   (4) provide an expense reimbursement of up to $1,000,000
       pursuant to a Stalking Horse Purchase Agreement.

As reported in the Troubled Company Reporter on Feb. 13, 2007,
the Second Lien Investor Group offered to purchase substantially
all of the Debtors' assets for approximately $175,000,000.  The
group formed WH Acquisition Co. (DE), Inc., a special purpose
vehicle, to acquire the Debtors' assets.

While the Debtors were in negotiations with the Second Lien  
Investor Group, the Debtors also received a $255,750,000  
unsolicited offer from the Black Diamond Group.  On January 31,
2007, the parties entered into a non-binding term sheet based on
that sale offer.

On February 6, the Second Lien Investor Group increased its
initial offer to $261,750,000 and filed a proposed asset purchase
agreement with the Court.

After spending hundreds of hours seeking to turn those non-
binding proposals into binding, unconditional agreements, the
Debtors have agreed with each of the Preliminary Bidders that no
later than March 20, each of the substantial conditions which
remain outstanding under the terms of the bidders' purchase
offers will be satisfied or waived.

Prior to the Bidding Procedures hearing, which was originally set
for March 7, the Creditors Committee; the Ad Hoc Committee of
Holders of Second Liens under a $100,000,000 Senior Secured
Credit Facility; Levine Leichtman; and Union Central Life
Insurance blocked the approval of the Break-Up Fee, arguing that
a break-up fee is not required to indicate an initial bid in the
Debtors' cases, nor is it required to promote more competitive
bidding.

The objecting parties further asserted that the bidding
protections are not necessary to cause competing bids to be
higher than the Stalking Horse Bid because there is already a
higher bid that does not require the Break-Up Fee.

All parties, except the Creditors Committee, support the Bidding
Procedures and the Expense Reimbursement.

The Creditors Committee sought extensive "consultation" rights
and proposed that the Bidding Procedures should require that all
bids include sufficient cash for the Debtors and the panel to
administer and wind down the Debtors' estates, and to pay all
administrative expense and priority claims in cash on the
effective date of a plan of reorganization.

On the Debtors' behalf, Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, stated that it
is the Debtors' desire to sign a Stalking Horse Bid without a
Break-Up Fee.  At this juncture, however, the Debtors require the
flexibility to act in a manner that will maximize the estate
value for the benefit of all creditors, and that might include
the need to offer a Break-Up Fee, he explained.

Mr. Brady added that the investor groups do not contain same sets
of conditions, hence, the Debtors must weigh any requirement for
Bidding Protections in the same manner in which it weighs an
offer containing other non-monetary, but nevertheless costly
conditions.

Moreover, the Debtors have revised the Bidding Procedures to
create consultation rights for the Creditors Committee throughout
the sale process.

No party has objected to the proposed assumption and assignment
procedures.

The Debtors have until March 20 to decide to either file a plan
of reorganization or pursue a sale under Section 363 of the
Bankruptcy Code.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

The Debtors have until March 20, 2007, to decide whether to file
plan or pursue sale.  Their $99 Million DIP Facility matures on
Dec. 27, 2007.


WERNER LADDER: Wants Exclusive Plan Filing Period Moved to May 17
-----------------------------------------------------------------
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to extend their exclusive periods to file a plan of
reorganization until May 17, 2007, and to solicit acceptances of
that plan through and including July 16, 2007.

The Debtors also ask the Honorable Kevin J. Carey that the
extension should be without prejudice to their rights to seek
further extension of the Exclusive Periods, or to seek other
appropriate relief.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells Judge Carey that all major
constituencies in the Debtors' Chapter 11 cases appear to support
further extension of the Exclusive Periods.

Specifically, Mr. Brady notes that as the Debtors have fulfilled
their obligations under the Second Forbearance Agreement, the DIP
Lenders have agreed to support the Debtors' proposed exclusivity
extension through May 17.  In addition, pursuant to the terms of
the $99,000,000 DIP Facility, the Debtors are required to
maintain the Exclusive Periods.  Moreover, he says, the Second
Lien Committee and the Official Committee of Unsecured Creditors
have indicated their support for extension to allow for an
orderly sale of the Debtors' assets under Section 363.

In light of the ongoing negotiations of a definitive deal with
both the Second Lien Investor Group and the Black Diamond Group,
the Debtors state that they are hopeful that one of these
agreements will be designated as the stalking horse purchase
agreement and will serve as a baseline for an auction for their
Assets.

While negotiating with the Preliminary Bidders, the Debtors and
their advisors have laid the groundwork for a process to market
their Assets to other potential purchasers, including financial
and strategic buyers.  Mr. Brady says the effort has required the
Debtors to prepare a detailed confidential information memorandum
with extensive supporting diligence.  The Debtors will continue
to work diligently to maximize the value of their assets.

Mr. Brady asserts that termination of the Debtors' Exclusive
Periods will adversely impact their business operations and the
progress of their cases.

Mr. Brady maintains that denial of the proposed extension at this
critical juncture would unravel the Debtors' "carefully
orchestrated sale process," thus diminishing the potential to
receive the highest and best possible price for the Debtors'
assets.

Furthermore, Mr. Brady assures the Court that the requested
extension will not prejudice the creditors' legitimate interests
because the Debtors continue to make timely payment on all of
their undisputed postpetition obligations as they become due.

The Court will convene a hearing on April 10, 2007, at 10:30
a.m., to consider the Debtors' request.  By application of Rule
9006-2 of the Local Rules of Bankruptcy Practice and Procedures
of the United States Bankruptcy Court for the District of
Delaware, the Debtors' Exclusive Periods is automatically
extended through the conclusion of that hearing.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

The Debtors have until March 20, 2007, to decide whether to file a
plan or pursue sale.  Their $99 Million DIP Facility matures on
Dec. 27, 2007.


ZAUSA/DIAMOND LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Zausa/Diamond, LLC
        10713 Winterset
        Orland Park, IL 60467

Bankruptcy Case No.: 07-04120

Chapter 11 Petition Date: March 8, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: David E. Cohen, Esq.
                  David E. Cohen, P.C.
                  55 West Monroe Street, Suite 600
                  Chicago, IL 60603
                  Tel: (312) 606-3451
                  Fax: (312) 606-0017

Total Assets: $0

Total Debts:  $3,264,099

Debtor's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Centrue Bank                  Vacant land -           $3,236,100
c/o Sharp Law Firm            S/E Corner of
115 Harrison                  Berta Road and
P.O. Box 906                  Route 113,
Mount Vernon, IL 62864        Diamond, Illinois
                              60416

Marty J. Schwartz             Legal fees                 $20,000
20 West Madison Street
Suite 3700
Chicago, IL 60602

Geo Tech                      Engineering and             $7,999
1207 Cedar Wood Drive         surveying services
Joliet, IL 60435


* BOND PRICING: For the week of March 5 -- March 9, 2007
--------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Amer & Forgn Pwr                      5.000%  03/01/30    67
Antigenics                            5.250%  02/01/25    68
Anvil Knitwear                       10.875%  03/15/07    67
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     0
Atherogenics Inc                      1.500%  02/01/12    73
Autocam Corp.                        10.875%  06/15/14    70
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96    15
Bank New England                      9.875%  09/15/99     7
Better Minerals                      13.000%  09/15/09    75
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    59
Calpine Corp                          4.000%  12/26/06    70
Cell Genesys Inc                      3.125%  11/01/11    73
Cell Therapeutic                      5.750%  06/15/08    69
Chic East Ill RR                      5.000%  01/01/54    71
Collins & Aikman                     10.750%  12/31/11     3
Comcast Holdings                      2.000%  10/15/29    41
Dana Corp                             5.850%  01/15/15    70
Dana Corp                             6.500%  03/01/09    73
Dana Corp                             6.500%  03/15/08    73
Dana Corp                             7.000%  03/01/29    72
Dana Corp                             7.000%  03/15/28    72
Dana Corp                             9.000%  08/15/11    71
Decode Genetics                       3.500%  04/15/11    70
Delco Remy Intl                       8.625%  12/15/07    73
Delco Remy Intl                       9.375%  04/15/12    17
Delco Remy Intl                      11.000%  05/01/09    14
Delta Air Lines                       2.875%  02/18/24    55
Delta Air Lines                       7.700%  12/15/05    54
Delta Air Lines                       7.900%  12/15/09    57
Delta Air Lines                       8.000%  06/03/23    56
Delta Air Lines                       8.300%  12/15/29    58
Delta Air Lines                       9.000%  05/15/16    57
Delta Air Lines                       9.250%  03/15/22    53
Delta Air Lines                       9.250%  12/27/07    61
Delta Air Lines                       9.750%  05/15/21    55
Delta Air Lines                      10.000%  08/15/08    57
Delta Air Lines                      10.000%  12/05/14    58
Delta Air Lines                      10.125%  05/15/10    53
Delta Air Lines                      10.375%  02/01/11    55
Delta Air Lines                      10.375%  12/15/22    57
Deutsche Bank NY                      8.500%  11/15/16    74
Diva Systems                         12.625%  03/01/08     0
Dov Pharmaceutic                      2.500%  01/15/25    70
Dura Operating                        8.625%  04/15/12    31
Dura Operating                        9.000%  05/01/09     5
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     12.750%  04/01/06     0
E.Spire Comm Inc                     13.000%  11/01/05     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Encysive Pharmacy                     2.500%  03/15/12    69
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    56
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.160%  03/06/03    75
Federal-Mogul Co.                     8.370%  11/15/01    73
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.400%  11/01/46    74
GB Property Fndg                     11.000%  09/29/05    57
Global Health Sc                     11.000%  05/01/08     7
Gulf States Stl                      13.500%  04/15/03     0
Home Prod Intl                        9.625%  05/15/08    26
Insight Health                        9.875%  11/01/11    30
Iridium LLC/CAP                      10.875%  07/15/05    21
Iridium LLC/CAP                      11.250%  07/15/05    22
Iridium LLC/CAP                      13.000%  07/15/05    23
Iridium LLC/CAP                      14.000%  07/15/05    23
IT Group Inc.                        11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    22
Kaiser Aluminum                      12.750%  02/01/03     3
Kellstrom Inds                        5.500%  06/15/03     4
Kellstrom Inds                        5.750%  10/15/02     4
Kmart Corp                            8.990%  07/05/10    28
Kmart Corp                            9.350%  01/02/20    12
Kmart Corp                            9.780%  01/15/20    28
Kmart Funding                         8.800%  07/01/10    27
Kmart Funding                         9.440%  07/01/18    15
Lehman Bros Hldg                     11.000%  10/25/17    73
Liberty Media                         3.750%  02/15/30    63
Liberty Media                         4.000%  11/15/29    67
LTV Corp                              8.200%  09/15/07     0
Merisant Co                           9.500%  07/15/13    74
MRS Fields                            9.000%  03/15/11    68
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    58
Northern Pacific RY                   3.000%  01/01/47    58
Northwest Airlines                    8.970%  01/02/15    25
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
Nutritional Src                      10.125%  08/01/09    63
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     7
Oscient Pharm                         3.500%  04/15/11    68
Outboard Marine                       9.125%  04/15/17     3
Pac-West Telecom                     13.500%  02/01/09    23
Pac-West Telecom                     13.500%  02/01/09    32
PCA LLC/PCA FIN                      11.875%  08/01/09     3
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                     9.750%  12/01/06     8
Piedmont Aviat                       10.250%  01/15/49     0
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    42
Primus Telecom                        8.000%  01/15/14    58
PSINET Inc                           11.500%  11/01/08     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp                        6.500%  09/01/04     5
RJ Tower Corp.                       12.000%  06/01/13     9
Tribune Co                            2.000%  05/15/29    71
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      8.700%  10/07/08    42
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.200%  03/22/08    53
United Air Lines                      9.210%  01/21/17    11
United Air Lines                      9.300%  03/22/08    57
United Air Lines                      9.350%  04/07/16    41
United Air Lines                      9.560%  10/19/18    58
United Air Lines                     10.020%  03/22/14    54
United Air Lines                     10.110%  02/19/49    53
United Air Lines                     10.125%  03/22/15    57
United Air Lines                     10.850%  02/19/15    53
Universal Stand                       8.250%  02/01/06     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.800%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Vesta Insurance Group                 8.750%  07/15/25     4
Werner Holdings                      10.000%  11/15/07     8
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Wheeling-Pitt St                      6.000%  08/01/10    75
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     12.750%  04/15/10     0

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Melanie C. Pador, Tara
Marie A. Martin, Frauline S. Abangan, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***