TCR_Public/070313.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 13, 2007, Vol. 11, No. 61

                             Headlines

AINSWORTH LUMBER: S&P Junks Corp. Credit Rating with Neg. Outlook
ALFREDO'S TILE: Voluntary Chapter 11 Case Summary
ALLIANCE PHARMA: Dec. 31 Balance Sheet Upside Down by $11.3 Mil.
AMERICAN BIOPHYSICS: Selling Propriety and Inventory Assets
AMERICAN CELLULAR: Moody's Cuts Sr. Debt's Rating to B1 from Ba2

AMORTIZING RESIDENTIAL: S&P Cuts Rating on Class M-1 & M-2 Certs.
AMR CORP: Dec. 31 Balance Sheet Upside-Down by $606 Million
AMTROL INC: Seeks Court OK to Merge Water Soft Into New Unit
ANDREW CORP: S&P Holds Ratings and Removes Positive CreditWatch
APPALACHIAN REGIONAL: Improved Liquidity Cues S&P's Stable Outlook

ARMSTRONG WORLD: S&P Holds BB Rating & Says Outlook is Developing
ATLANTIC MARINE: S&P Holds B+ Rating on Proposed $210 Million Loan
BABSON CLO: S&P Places BB Rating on $4 Mil. Class D-2 Certificates
BANC OF AMERICA: Moody's Affirms Low-B Ratings on 12 Cert. Classes
BAUSCH & LOMB: U.S. Operations Likely to be Unprofitable

BITHORN TRAVEL: Voluntary Chapter 11 Case Summary
CADMUS COMMS: S&P Withdraws BB- Corporate Credit Rating
CATHOLIC CHURCH: Pachulski Stang OK'd as Davenport Panel's Counsel
CATHOLIC CHURCH: Ct. OKs San Diego Interim Postpetition Financing
CATHOLIC CHURCH: Ct. Okays Spokane's Amended Disclosure Statement

CENTENE CORP: S&P Rates $175 Million Senior Notes Offering at BB
CHARLES RIVER: Incurs $55.7 Million Net Loss in Year Ended Dec. 31
CLAYTON HOLDINGS: Moody's Lifts Corp. Family Rating to Ba3 from B1
CLAYTON HOLDINGS: Good Performance Cues S&P's Positive Outlook
COLLINS & AIKMAN: Wants Stipulation with Wachovia Bank Approved

COLLINS & AIKMAN: Auction on Williamston Assets Set for March 14
CREDIT SUISSE: Moody's Holds B3 Rating on $4 Mil. Class O Certs.
CREDIT SUISSE:  Fitch Affirms Low-B Ratings on Three Cert. Classes
CREDIT SUISSE: S&P Junks Rating on Two Certificate Classes
CUMMINS INC: Net Earnings Increase to $715 Million in Fiscal 2006

CUNNINGHAM LINDSEY: Weak Earnings Cue S&P to Lower Ratings
CVS CORP: Chancery Court Allows Vote on Caremark Merger to Proceed
CVS CORPORATION: Moves Shareholders' Meeting Until Late March 2007
CVS CORPORATION: Earns $1.35 Billion in Fiscal 2006
DAIMLERCHRYSLER AG: Shareholders Want Chrysler Deal Investigated

DAIMLERCHRYSLER AG: Sells EUR2 Billion 4.375% Bonds Due March 2010
DALRADA FINANCIAL: Incurs $679,000 Net Loss in Qtr. Ended Dec. 31
DANA CORP: Retirees Panel Objects to Unilateral Termination Motion
DANA CORP: Panel Wants Retiree Benefits Modified
DANIEL WEBSTER: Moody's Affirms B1 Rating on 1999 and 2001 Bonds

DELHPI CORP: InPlay Sells $7.5 Million Settlement Claim
DELPHI CORP: Plan Investors Extend Termination Deadline
DELPHI CORP: Seeks Approval of Valeo/Metcalf Transaction
DENBURY RESOURCES: Earns $202.5 Million in Year Ended December 31
DENT MANUFACTURING: Case Summary & 10 Largest Unsecured Creditors

DEP MARKETING: Voluntary Chapter 11 Case Summary
DEXTER DISTRIBUTING: Case Summary & 22 Largest Unsecured Creditors
DIAMOND OFFSHORE: Moody's Puts Ratings on Review and May Upgrade
DOBSON CELLULAR: Moody's Holds Ba2 Rating on $75 Mil. Sr. Facility
DOBSON COMMS: Moody's Holds Junk Rating on Sr. Unsecured Notes

DOMINO'S PIZZA: $273.6 Million of 8-1/4% Senior Notes Tendered
DURA AUTOMOTIVE: Wants Allied Motion Consigned Stock Pact Assumed
DURA AUTOMOTIVE: Can Make Interim Payments to Junior KMIP Members
EAST WEST MORTGAGE: Moody's Places Ba3 Rating on Class M Certs.
ECHOSTAR COMM: Dec. 31 Balance Sheet Upside-Down by $219 Million

ENCORE ACQUISITION: Closes Big Horn Basin Purchase for $400MM Cash
ENCORE ACQUISITION: Inks New $1.25 Billion Senior Credit Facility
ENERGY PARTNERS: Launches Tender Offer for 8-3/4% Senior Notes
ENERGY PARTNERS: Board Okays Self-Tender Offer for 22% of Shares
ENTEGRA TC: S&P Assigns Initial B+ Rating to $480 Mil. Facilities

EUROTUNNEL GROUP: Balance Sheet Upside Down by GBP1.32 Billion
FORD MOTOR: Inks Pact to Sell Aston Martin for $925 Million
GENERAL CABLE: Moody's Rates Proposed $325 Mil. Senior Notes at B1
GENERAL CABLE: High Leverage Prompts S&P to Affirm BB- Rating
GENERAL MOTORS: Will Release of 2006 Financial Results on Tomorrow

GENERAL MOTORS: May Incur $1 Bil. Charge from Bad Mortgage Loans
GREAT PLAINS: Earns $127.6 Million in Year Ended December 31
HARRAH'S ENTERTAINMENT: Earns $47 Million in Quarter Ended Dec. 31
HEALTH CARE: Moody's Lifts Pref. Stock's Rating to Baa3 from Ba1
HEALTHSOUTH: Dec. 31 Balance Sheet Upside-Down by $2.184 Billion

HOME PRODUCTS: Court Confirms Second Amended Reorganization Plan
IRIDIUM OPERATING: Court Moves Excl. Plan Filing Period to July 14
KANSAS CITY SOUTHERN: Earns $108.9 Million in Year Ended Dec. 31
KMART CORP: Settles with FTC Over Gift Card Sales Practices
LE-NATURE'S INC: Creditors File Joint Chapter 11 Liquidation Plan

LE-NATURE'S INC: Disclosure Statement Hearing Set for April 17
LSI Logic: Earns $59 Million in Fourth Quarter Ended December 31
M/I HOMES: S&P Rates $100 Mil. 9.75% Preferred Stock Offering at B
MAGNOLIA ENERGY: Court Approves Refinancing Transaction
MALDEN MILLS: Wants Cases Converted to Chapter 7 Liquidation

MATTRESS HOLDING: Planned Acquisition Spurs S&P's Negative Watch
MERIDIAN AUTOMOTIVE: Trustee Wants Beneficiary Record Date Fixed
MERIDIAN AUTOMOTIVE: EPA Wants $9 Mil. in Clean Air Act Penalties
MOVIE GALLERY: Loan Revision Cues Moody's to Lift Rating to B1
MSX INT'L: Moody's Rates Proposed $200 Million Senior Notes at B2

NEW CENTURY: Default Cues Morgan Stanley to Discontinue Financing
NEW CENTURY: Repays Outstanding Citigroup Global Obligations
NEW CENTURY: May Not Be Able to File 2006 Form 10-K by March 16
NEW CENTURY: Lenders Accelerate Repurchase of Mortgage Loans
NEW CENTURY: DBRS Further Cuts Rating on Discontinued Financing

NEW CENTURY: Obligations Violations Prompt S&P's Default Rating
NEWCOMM WIRELESS: Court OKs $103.2 Mil. Asset Sale to PR Wireless
NEWCOMM WIRELESS: Panel Hires Falkenberg as Financial Advisors
NORD RESOURCES: Inks Settlement with Platinum of Failed Merger
NORTHWEST AIRLINES: Issues Notice Regarding Claims Trading

PACIFIC LUMBER: Scopac Gets Interim Nod to Employ Blackstone Group
PINNACLE FOODS: Peak Finance Inks $1.3 Billion Credit Facilities
PINNACLE FOODS: Moody's Junks 8.25% Sr. Subordinated Notes' Rating
PLAQUEMINES PARISH: S&P Lifts Revenue Debt Rating to BBB- from B
PLATFORM LEARNING: Wants $600,000 in Additional DIP Financing

PLATFORM LEARNING: Committee May Withdraw Support on Proposed Plan
PT HOLDINGS: Disclosure Statement Hearing Scheduled for March 29
RAMBUS INC: Gets NASDAQ's Second Notice of Non-Compliance
RAMP SERIES 2007-RZ1: Moody's Rates Class B Certificates at Ba2
RASC SERIES 2007-KS2: Moody's Rates Class M-10 Certificates at Ba1

RALI: Fitch Lifts Series 2002-QS1 Class B-2 Certs.' Rating to B+
REFCO INC: Administrators Want Claims Bar Date Extended to Apr. 30
REFCO INC: Crisis Managers Want $7.4 Mil. in Success Fees Paid
ROCK PRAIRIE: Case Summary & 23 Largest Unsecured Creditors
SAINT VINCENTS: Court Approves $300 Million Exit Financing

SANDRIDGE ENERGY: S&P Rates Proposed $1 Billion Senior Loan at B
SG MORTGAGE: S&P Holds BB Rating on Class M13 Certificates
SIERRA HEALTH: Agrees to Sell Assets to UnitedHealth for $2.6 Bil.
SMALL HYDRO: Case Summary & 17 Largest Unsecured Creditors
SMARTIRE SYSTEMS: Completes $1.8 Mil. Convertible Debentures Sale

SMARTIRE SYSTEMS: Sells $782,000 Conv. Debenture to Xentenial
SMURFIT-STONE: DBRS Holds B (high) Senior Unsecured Debt's Rating
SOLO CUP: Moody's Holds Ratings and Revises Outlook to Negative
SOLUTIA INC: Selling Dequest to Thermphos Trading for $67 Million
SPILSBURY PUZZLE: Assignee To Auction Assets on Friday

STRUCTURED ASSET: Moody's Cuts Ratings on Class B-3 Loans to Ba1
SYNAGRO TECH: S&P Junks Rating on $150 Million 2nd-Lien Term Loan
TEMBEC INC: Moody's Holds Junk Corporate Family Rating
TERWIN MORTGAGE: S&P Puts Default Ratings on Six Cert. Classes
TK ALUMINUM: Gets Requisite Consents for Notes Indenture Amendment

TOWER AUTOMOTIVE: Exclusive Plan-Filing Period Extended to Mar. 21
TOWER AUTOMOTIVE: Posts $65 Mil. Net loss in Qtr. Ended Sept. 30
TRITON CBO: Moody's Cuts Rating on $45 Mil. Class A-3 Notes to B2
TRUMP ENTERTAINMENT: Taps Merrill Lynch to Assess Business Options
TRUMP ENT: Merrill Lynch Engagement Cues S&P's Developing Watch

UNICAPITAL: Poor Performance Prompts Fitch's Ratings' Withdrawal
US AIRWAYS: S&P Rates $1.6 Billion Secured Credit Facility at B
USEC INC: Increases Revenues to $1.84 Billion in Yr. Ended Dec. 31
VARIG SA: Bankruptcy Court to Hear Permanent Injunction Plea
VERTRUE INC: Moody's Affirms Corporate Family Rating at B1

WACHOVIA BANK: S&P Rates $29 Million Class N Certificates at BB-
WASHINGTON MUTUAL: Moody's Holds B3 Rating on $1MM Class O Certs.
WINN-DIXIE STORES: Wants Final Decree Entered on 23 Cases
WORLDSPAN LP: S&P Affirms Junk Rating on $250MM Debt & Holds Watch
YUKOS OIL: Russia Raids PwC Office as Part of Criminal Probe

ZAIS INVESTMENT: Moody's Lifts Ratings on $84 Mil. Notes to Ba1

* Cadwalader's Charles Banoun Receives Charles R. English Award
* Gerald Shapiro Joins Corporate Revitalization's New York Office

* Large Companies with Insolvent Balance Sheets

                             *********

AINSWORTH LUMBER: S&P Junks Corp. Credit Rating with Neg. Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the long-term corporate
credit and senior unsecured debt ratings on Vancouver, British
Columbia-based Ainsworth Lumber Co. Ltd. to 'CCC+' from 'B'.

At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed Nov. 10, 2006.  The
outlook is negative.

"Ainsworth has experienced a significant cash drain as market
conditions for oriented strand board, its primary product, remain
very weak and the company continues to expand its Grande Prairie,
Alta., mill," said Standard & Poor's credit analyst Donald
Marleau.

Furthermore, the company's liquidity has deteriorated in the past
year, especially in the most recent quarter.

"In addition, Ainsworth has generated consecutive quarters of
negative EBITDA and faces poor market conditions," Mr. Marleau
added.

Ainsworth's first-quarter 2006 EBITDA will likely be significantly
negative, thereby consuming more cash, along with a small seasonal
investment in working capital.  Nevertheless, the rating agency
does not expect the company's EBITDA to deteriorate significantly
from fourth-quarter 2006 levels.  Ainsworth's 2007 fixed charges
consist of quarterly interest payments of about CDN$20 million
plus CDN$10 million-CDN$15 million per quarter for capital
expenditures, most of which are front-weighted and will be
consumed by the Grande Prairie expansion project.  The company's
existing assets are generally large and modern, and require
maintenance capital expenditures of a low CDN$5 million-CDN$10
million per year.

Oriented strand board market conditions are surprisingly weak, and
show few signs of improving as consumption has dropped along with
the decline in North American residential housing construction.
Further exacerbating this weak demand profile are unfavorable
supply dynamics, where output continues to outstrip consumption as
several new mills ramp up despite market conditions.

The industry could add 15% of new capacity amid weaker demand
through 2008.  The outlook is negative.

Ainsworth's ability to fund its debt-service obligations through
late 2007 and early 2008 depends heavily on an improvement in
North American OSB prices and volumes, and the company's ability
to adjust its capital expenditures.  At this point in the cycle,
Ainsworth has extremely high leverage to volatile OSB prices,
whereby a small US$10 per thousand square foot improvement could
boost annual cash flow by a meaningful CDN$30 million, although
only a sustained improvement in its operating cash flow that
could help arrest the decline in liquidity will prompt an upward
rating action.


ALFREDO'S TILE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Alfredo's Tile, Inc.
        707 West Ferguson
        Pharr, TX 78577

Bankruptcy Case No.: 07-70107

Type of Business: The Debtor offers tile flooring services.

Chapter 11 Petition Date: Southern District of Texas (McAllen)

Court: March 5, 2007

Judge: Richard S. Schmidt

Debtor's Counsel: John Kurt Stephen, Esq.
                  Cardena Whitis and Stephen LLP
                  100 South Bicentennial Boulevard
                  McAllen, TX 78501-7050
                  Tel: (956) 631-3381

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.


ALLIANCE PHARMA: Dec. 31 Balance Sheet Upside Down by $11.3 Mil.
----------------------------------------------------------------
Alliance Pharmaceuticals Corp. filed its quarterly financial
statements for the three-month period ended Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed $2,140,000 in
total assets, $13,501,000 in total liabilities, and $11,361,000 in
stockholders' deficit.  At Sept. 30, 2006, stockholders' deficit
stood at $11,201,000.

Since inception, the company has funded its operations primarily
through the sale of equity securities, payments from its
collaboration agreements, and debt financing.  From inception to
the current period, the company had received $243 million in net
proceeds from sales of its equity securities, $260.8 million in
payments from collaboration agreements and $74.3 million in debt
financing of which $37.8 million of such debt has been converted
into equity and $25.9 million of such debt has been retired
through the restructuring of various agreements and the issuance
of warrants to purchase our common stock.

At Dec. 31, 2006, the company approximately had $2 million in
cash, cash equivalents compared to $3.6 million at June 30, 2006.
The decrease resulted primarily from net cash used in operations
of $1.7 million.

At December 31, 2006, the company had a working capital deficit of
$10.8 million, compared to working capital deficit of $9.6 million
at June 30, 2006.  The deficit increase was principally due to the
net cash used in operations, a net increase of $329,000 in
accounts payable and accrued expenses and $490,000 in accrued
interest on the Senior Notes, partially offset by the reduction of
fair value of the derivative liability of $357,000, the
reclassification of the derivative liability of $484,000 to
additional paid-in capital and the conversion of $438,000 of
Senior Notes.  The company's operations to date have consumed
substantial amounts of cash and are expected to continue to do so
for the foreseeable future.

The company reported a $758,000 net loss on zero revenues for the
quarterly period ended Dec. 31, 2006, compared to a net loss of
$502,000 on total revenues of $53,000 in the same period of 2005.
The company's revenue for last year's quarter consisted of
royalties from products other than its Imagent(R) product.

A full-text copy of the company's financial statements for the
quarterly period ended Dec. 31, 2006, is available for free at:

              http://researcharchives.com/t/s?1b30

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Corbin & Company LLP expressed substantial doubt about Alliance
Pharmaceutical Corp.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended June 30, 2006.  The auditing firm pointed to the
insufficiency of the company's working capital to fund operations
through the fiscal year ending June 30, 2007.

                     About Alliance Pharma

Alliance  Pharmaceutical Corp., is focused on developing its lead
product, Oxygent.  Alliance is currently the only company that has
advanced a synthetic perfluorochemical emulsion-based oxygen
therapeutic into late-stage multi-center international clinical
trials in both Europe and North America.  Alliance is developing
Oxygent as an intravascular oxygen therapeutic, based on its
proprietary PFC and surfactant technologies.


AMERICAN BIOPHYSICS: Selling Propriety and Inventory Assets
-----------------------------------------------------------
American Biophysics Corp. is selling its assets including
propriety technology, US and international patents, inventory,
machinery, equipment, computer systems, and customer database.

Interested parties may contact the receiver at:

     Jonathan N. Savage, Receiver
     Shechtman, Halperin, Savage, LLP
     1080 Main Street
     Pawtucket, RI 02860
     Tel: (410) 272-1400
     Fax: (401) 272-1403
     http://www.shslawfirm.com

Headquartered in North Kingstown, Rhode Island, American
Biophysics Corp. -- http://www.ambiocorp.com/-- manufactures  
mosquito magnet.  Also, the company is a research-based company
that studies the behavior of biting insects.  At present, the
company employs approximately 70 people at its headquarters.


AMERICAN CELLULAR: Moody's Cuts Sr. Debt's Rating to B1 from Ba2
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family, B2
probability of default, Caa1 senior unsecured and SGL-1
speculative grade liquidity ratings of Dobson Communications
Corporation, lowered the senior secured rating of American
Cellular Corporation to B1 from Ba2 and affirmed ACC's B3 senior
unsecured rating.

At the same time, Moody's affirmed the Ba2 first lien senior
secured ratings of Dobson Cellular Systems, Inc. and raised DCS'
second lien senior secured rating to B1 from B2.  

Finally, Moody's said it would withdraw the B3 senior unsecured
rating assigned to ACC's previously planned $425 million senior
unsecured notes issue and stated that ACC's senior secured ratings
on its existing $250 million bank debt would be withdrawn once the
proposed bank facility is complete and existing facilities are
repaid.  Related LGD assessments are noted below. The outlook for
all ratings remains stable.

The rating action follows ACC's report earlier this week that it
would no longer issue $425 million in senior unsecured notes to
partially fund the full redemption of its $900 million 10% senior
unsecured notes issue, but would instead increase the size of its
planned senior secured bank facility by $200 million, to $1.05
billion, and leave approximately $225 million of the 10% senior
unsecured notes outstanding.

The increase in ACC's initial senior secured leverage to roughly
4.75x has caused Moody's to apply a 50% deficiency claim to its
senior secured debt in the loss given default waterfall,
reflecting the significant disparity between the first lien asset
coverage of ACC and DCS.  The upgrade to DCS' 2nd lien senior
secured debt to B1 reflects the application of the deficiency
claim to ACC's senior secured debt, which has reduced the amount
of debt deemed to be prior ranking.

Ratings Affirmed:

   * Dobson Communications Corporation

      -- Corporate family rating at B2
      -- Probability of default rating at B2
      -- Senior unsecured notes at Caa1, LGD 5, 89%
      -- $150 million senior floating rate notes due 2012
      -- $160 million senior convertible debentures due 2025
      -- $420 million 8 7/8% senior notes due 2013
      -- Speculative Grade Liquidity Rating at SGL-1
      
   * Dobson Cellular Systems, Inc.

      -- $75 million senior secured revolving facility at Ba2,
         LGD 1, 0%
      
      -- First priority senior secured notes at Ba2, LGD2, 14%
         from LGD2, 20%
      
      -- $250 million 8 3/8% due 2011
      
      -- $250 million series B 8 3/8% due 2011
      
   * American Cellular Corporation

      -- $225 million 10% Senior unsecured notes due 2011 at B3
         LGD4, 63% from LGD 4, 58% and amount to be reduced from
         $900 million

Ratings Upgraded:

   * Dobson Cellular Systems, Inc.

      -- $325 million second priority secured notes to B1, LGD3,
         40% from B2, LGD4, 54%

Ratings Lowered:

   * American Cellular Corporation

      -- Senior secured bank facility to B1 LGD 3, 39% from Ba2,
         LGD 2, 20%

      -- $75 million revolving facility due 2012

      -- $900 million term facility due 2014
         (amount increased from $700 million)

      -- $75 million delayed draw term facility due 2014

Ratings to be Withdrawn (now):

   * American Cellular Corporation

      -- $425 million senior unsecured notes due 2015 B3, LGD5,
         70%

Ratings to be Withdrawn (after proposed debt issues close):

   * American Cellular Corporation

      -- $250 million senior secured bank facility currently Ba3,
         LGD 1, 9%


AMORTIZING RESIDENTIAL: S&P Cuts Rating on Class M-1 & M-2 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-1 and M-2 from Amortizing Residential Collateral Trust's series
2001-BC5.  Concurrently, the class M-1 rating was placed on
CreditWatch with negative implications.  The class M-2 rating
remains on CreditWatch with negative implications, where it was
originally placed on Sept. 14, 2006.

In addition, the ratings on the other two classes from this
series are affirmed due to adequate actual credit support.

The lowered ratings reflect the continued erosion of credit
support for these classes.  Overcollateralization (O/C) has been
significantly depleted, to $538,430 (0.09%), compared with a
target of $1,448,110 (0.25%).  The decline in O/C is due to losses
that have exceeded excess interest, most significantly during the
January and February 2007 remittance periods, when losses were
$571,646 and $296,178, respectively.  For this transaction, severe
delinquencies (90-plus day, foreclosure, and REO) are 23.61% of
the current pool balance, and the pool factor is 4.51%.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch.  If losses decline to
a point at which they no longer outpace excess interest, and the
level of O/C has not been further eroded, Standard & Poor's will
affirm the ratings and remove them from CreditWatch.

Conversely, if losses continue to outpace excess interest,
Standard & Poor's will take further negative rating actions.

The collateral backing this transaction consists of conventional,
residential, adjustable- and fixed-rate mortgage loans on one- to
four-family homes.  At issuance, the seller acquired primary
mortgage insurance policies for approximately 96% of the
noninsured mortgage loans to reduce the risk to an amount equal to
60% of the appraised value or the purchase price of the property.

                    Rating Lowered And Placed
                     On Creditwatch Negative

              Amortizing Residential Collateral Trust

                                      Rating
                                      ------
             Series     Class   To               From
             ------     -----   --               ----
             2001-BC5   M-1     BB/Watch Neg     AA
              
                   Rating Lowered And Remaining
                     On Creditwatch Negative

             Amortizing Residential Collateral Trust

                                      Rating
                                      ------
             Series     Class   To               From
             ------     -----   --               -----
             2001-BC5   M-2     B/Watch Neg      BBB/Watch Neg     

              
                         Ratings Affirmed

               Amortizing Residential Collateral Trust

                  Series     Class         Rating
                  ------     -----         ------
                  2001-BC5   A-1, A-2      AAA


AMR CORP: Dec. 31 Balance Sheet Upside-Down by $606 Million
-----------------------------------------------------------
AMR Corp. reported net earnings for the year ended Dec. 31, 2006,
of $231 million, compared with net loss of $857 million for the
previous year.  The company's 2006 results reflected an
improvement in revenues somewhat offset by fuel prices and certain
other costs that were higher in 2006, compared to 2005.

The company's total operating revenues were $22.56 billion, which
consisted of $17.86 billion in revenues from American Airlines,
$2.5 billion in revenues from Regional Affiliates, $827 million
cargo revenues, and $1.37 billion in other revenues, for the year
ended Dec. 31, 2006.  The company had total operating revenues of
$20.71 billion for the year ended Dec. 31, 2005.

As of Dec. 31, 2006, the company's balance sheet showed
$29.14 billion in total assets, $29.75 in total liabilities,
resulting to $606 million in stockholders' deficit.  The company's
December 31 balance sheet also showed strained liquidity with $6.9
billion in total current assets available to pay $8.5 billion in
total current liabilities.

Unrestricted cash and short-term investments held by the company
as of Dec. 31, 2006, was $121 million and $4.59 billion,
respectively, as compared with cash of $138 million and
$3.67 billion, respectively, as of Dec. 31, 2005.  AMR Corp.'s
working capital deficit decreased by $505 million, from $2.11
billion at Dec. 31, 2005 to $1.6 billion at Dec. 31, 2006.

AMR Corp. continues to recapitalize its balance sheet and in
May 2006, issued 15 million shares of common stock for net
proceeds of $400 million.  On Jan. 26, 2007, it issued an
additional 13 million shares of common stock for net proceeds of
$497 million.

                          Credit Facility

American Airlines, Inc. has a fully drawn $740 million credit
facility which consists of a fully drawn $295 million senior
secured revolving credit facility, with a final maturity on June
17, 2009, and a fully drawn $445 million term loan facility, with
a final maturity on Dec. 17, 2010.  American's obligations under
the Credit Facility are guaranteed by AMR Corp.

The Credit Facility contains a covenant requiring American to
maintain, as defined, unrestricted cash, unencumbered short term
investments and amounts available for drawing under committed
revolving credit facilities of not less than $1.25 billion for
each quarterly period through the life of the Credit Facility.

The required ratio was 1.2 to 1 for the four-quarter period ending
Dec. 31, 2006, and will increase gradually for each four-quarter
period ending on each fiscal quarter thereafter until it reaches
1.5 to 1 for the four-quarter period ending June 30, 2009.

A full-text copy of the company's annual report for 2006 is
available for free at http://ResearchArchives.com/t/s?1b0e

                          About AMR Corp.

Forth Worth, Tex.-based AMR Corp., operates with its principal
subsidiary, American Airlines, Inc., -- http://www.aa.com/-- a  
worldwide scheduled passenger airline.  At the end of 2006,
American provided scheduled jet service to approximately 150
destinations throughout North America, the Caribbean, Latin
America, Europe and Asia.  American is also a scheduled airfreight
carrier, providing freight and mail services to shippers
throughout its system.  

Its wholly-owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines, Inc. and Executive
Airlines, Inc. and does business as "American Eagle."  American
Beacon Advisors, Inc., a wholly-owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.


AMTROL INC: Seeks Court OK to Merge Water Soft Into New Unit
------------------------------------------------------------
Amtrol Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for permission to
merge Water Soft Inc. into a newly created, wholly owned
subsidiary.

The Debtors also seek the Court's authority to permit Amtrol Inc.
to create Water Soft LLC, a Delaware limited liability company,
the surviving entity of the merger with Water Soft Inc.

After the proposed merger, all the assets and liabilities of Water
Soft Inc. will become the assets and liabilities of Water Soft
LLC.  In addition, Water Soft Inc.'s voluntary petition will be
deemed amended to reflect that Water Soft LLC has replaced Water
Soft Inc. as the Debtor.  The Joint Plan of Reorganization and
Disclosure Statement filed on March 1, 2007, as they relate to
Water Soft Inc., will be deemed to have been proposed by Water
Soft LLC.  

Amtrol Inc. will hold all of the interests in a newly created,
wholly owned subsidiary, Amtrol Water Technology LLC, a single
member Delaware limited liability company and Water Soft LLC will
become a wholly owned subsidiary of Amtrol Water Technology LLC.

The Debtors explain that the merger and the corporate
restructuring set forth in their Chapter 11 Plan will organize the
reorganized Debtors' businesses upon emergence from bankruptcy in
a manner that reflect the product manufacturing, sales and
marketing divisions.  The merge and the corporate restructuring
will also preserve certain tax attributes that are important to
the Debtors' business going forward.

Headquartered in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage  
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Douglas Gray, Esq., Stuart J. Brown, Esq., and William
E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP,
represent the Debtors.  The Debtors' financial advisor is Miller
Buckfire & Co., LLC.  Kara Hammond Coyle, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Official Committee of Unsecured Creditors.  As of Apr. 1,
2006, the Debtors' consolidated financial condition showed
$229,270,000 in total assets and $235,802,000 in total debts.  The
Debtors' exclusive period to file a chapter 11 reorganization plan
expires on April 17, 2007.


ANDREW CORP: S&P Holds Ratings and Removes Positive CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and other ratings on Westchester, Illinois-based Andrew
Corp. and removed the ratings from CreditWatch, where they
originally were placed with positive implications on May 31, 2006.
The outlook is stable.

The CreditWatch implications were revised several times as a
proposed friendly merger with Andrew and a subsequent hostile
takeover bid for Andrew both failed.

"[Thurs]day's action reflects our belief that Andrew will maintain
a financial profile similar to its current profile, and that it
will not pursue transformational acquisitions or aggressive share
repurchases,"  said Standard & Poor's credit analyst Bruce Hyman.

The action also anticipates that that near-term business
conditions likely will be softer than earlier expectations.

The ratings reflect Andrew's good second-tier position in the
communications equipment industry, low technology risk, and
moderate capitalization, offset by its limited diversity and
relatively weak operating profitability.  Andrew designs and
manufactures cable, antennas and related products for wireless
network infrastructure, microwave backbones, and satellite
communications.  Andrew expects to continue its practice of
acquiring small- to mid-size operations to supplement existing
products or extend its range into adjacent markets. In calendar
year 2006, Andrew acquired Skyware Radio Systems GmbH, Precision
Antenna Ltd., CellSite Industries, and EMS Wireless, for a total
of $96 million in cash.

Sales in the fiscal year ended September 2006 were $2.1 billion,
up 9% year over year, including a 19% gain in Antenna and Cable
Products, and 13% growth of base station subsystems. EBITDA was
$170 million, or 8% of sales, compared with 9% in 2005, reflecting
rising copper price levels and the ending of some higher-profit
programs, such as E-911.


APPALACHIAN REGIONAL: Improved Liquidity Cues S&P's Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
the Kentucky Economic Development Finance Authority's series 1997
bonds, issued for Appalachian Regional Healthcare, to stable from
negative, reflecting improved liquidity levels and stronger
management attention to core operations.  In addition, Standard
and Poor's affirmed its 'BB-' rating on ARH's debt.
    
"We expect that Appalachian Regional Healthcare will produce
sufficient cash flow to cover its operating expenses and debt
service payments as it has done in the past," said Standard &
Poor's credit analyst Anita Varghese.  

"ARH's most significant challenge will be managing capital needs
system-wide while continuing to build its balance sheet strength."

ARH filled leadership vacancies system-wide in 2006, and now that
past challenges related to a previous workers compensation carrier
and financial reporting issues have been resolved, management has
renewed its focus on addressing operating weaknesses through
various strategic measures.  The 'BB-' rating reflects ARH's
ongoing challenges, many of which are inherent to its mission of
serving a rural and declining population base in central
Appalachia, including a weak payor mix, increased uncompensated
care, volume declines, and physician recruitment.  Union contract
negotiations present further challenges in 2007.

The 'BB-' rating further reflects ARH's operating losses in fiscal
2006 and the first half of fiscal 2007 after historically posting
operating surpluses; adequate maximum annual debt service coverage
of 2.0x in fiscal 2006 and 1.5x in interim fiscal 2007; high
average age of plant, indicating future capital needs at ARH's
various facilities; and self-insurance exposure, particularly for
medical malpractice and professional liabilities.

A lower rating is precluded by ARH's geographic diversity and
leading or dominant market share in the majority of its service
areas; improved liquidity, highlighted by 41 days' cash on hand as
of Dec. 31, 2006 (unaudited), primarily due to onetime cash
settlements; a manageable debt burden of 2.9% of total operating
revenues; and stronger management oversight and internal controls
over financial reporting.

"Continued deterioration in operating performance and an
unfavorable outcome of union negotiations could negatively
pressure the rating or outlook," added Ms. Varghese.

The rating outlook revision affects $77.3 million in rated debt.


ARMSTRONG WORLD: S&P Holds BB Rating & Says Outlook is Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Service revised its outlook to
developing from stable for Armstrong World Industries Inc.

At the same time, Standard & Poor's affirmed the 'BB' corporate
credit and senior secured ratings for the Lancaster, Pennsylvania-
based company.

"The outlook change reflects Armstrong's retention of an advisor
for a review of its strategic alternatives," said Standard &
Poor's credit analyst John Kennedy.

The developing outlook indicates that the rating agency could
raise, lower, or affirm the rating, based on the outcome of the
review and any related transactions.

Armstrong is a leading producer of ceiling systems, wood and vinyl
flooring, and cabinets, with 43 manufacturing plants worldwide.

"We expect this business to remain strong, given the turnaround in
the commercial construction activity," Mr. Kennedy said.

"However, production in this segment is energy intensive, and if
energy prices ramp up again, margins could thin without a
successful passthrough of price increases to customers."


ATLANTIC MARINE: S&P Holds B+ Rating on Proposed $210 Million Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Atlantic Marine Holding Co.

At the same time, Standard & Poor's affirmed its 'B+' bank loan
rating and '2' recovery rating on the company's proposed
$210 million secured amended credit facility, which is being
increased to fund the redemption of preferred stock and a
dividend.  The outlook is stable.

"The ratings on Atlantic Marine reflect high debt leverage, a
modest revenue base [around $200 million-$225 million], especially
compared with some competitors in the government sector, and
growth dependent on the more competitive and cyclical nonmilitary
and marine fabrication segments," said Standard & Poor's credit
analyst Christopher DeNicolo.

"These factors are offset by the high barriers to entry in the
marine repair industry and the company's fairly good diversity of
vessels serviced."

As Atlantic Marine has performed better than expected when
acquired by J.F. Lehman & Co., a private equity firm, in August
2006, JFL is proposing to use $69.4 million of additional bank
borrowings and cash on hand to fund the redemption of preferred
stock and a dividend.  Debt to EBITDA in fiscal 2006 was around
3x, which was below initial expectations of 3.7x but would
deteriorate to 4.2x pro forma for the proposed dividend.  Other
credit protection measures also decline, but are likely to be
appropriate for the rating, with EBITDA interest coverage of 2.5x
and funds from operations to debt around 15%.  Modest free cash
flows are expected to be used to reduce debt.

Jacksonville, Florida-based Atlantic Marine provides maintenance,
repair, overhaul, and conversion services for military and
commercial vessels, as well as manufacturing ship modules and
subsections for other shipyards.  The MROC industry has high
barriers to entry due to the need for a coastal location, with a
deep draft and unobstructed access, and large, expensive assets
such as drydocks.  The company operates out of three locations:
Mobile, Alabama (about 56% of revenues), on the Gulf coast,
Jacksonville (32%) on the Atlantic, and Naval Station Mayport near
Jacksonville (12%), which primarily services the U.S. Navy.

Steady demand in key market segments and good profitability should
result in modest revenue and earnings growth and allow for some
debt reduction.  Overall, the company is expected to maintain a
credit profile consistent with current ratings in the intermediate
term.  The outlook could be revised to negative if demand or
profitability in growth areas, mega-yachts and marine fabrication,
falls significantly below expectations or if leverage increases
materially to fund acquisitions or further dividends.  

Standard & Poor's don't expect to revise the outlook to positive.


BABSON CLO: S&P Places BB Rating on $4 Mil. Class D-2 Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Babson
CLO Ltd. 2007-I/Babson CLO Inc. 2007-I's $708 million notes.

The transaction is a CLO backed primarily by secured loans.

The ratings are based on:

     -- The adequate credit support provided in the form of
        overcollateralization, subordination, and excess spread;

     -- The characteristics of the underlying collateral pool,
        which consists primarily of senior secured and second-lien
        loans;

     -- The scenario default rates of 52.68% for classes A-1, A-
        2a, and A-2b; 49.93% for class A-3; 47.51% for classes B-1
        and B-2; 42.98% for class C; and 37.03% for classes D-1
        and D-2; and the break-even loss rates of 58.18% for
        classes A-1, A-2a, and A-2b; 55.21% for class A-3; 48.69%
        for classes B-1 and B-2; 44.78% for class C; and 38.30%
        for classes D-1 and D-2;

     -- The weighted average rating of 'B+';

     -- The weighted average maturity for the portfolio of 8.859
        years;

     -- An S&P default measure (DM) of 3.72%;

     -- An S&P variability measure (VM) of 2.67%;

     -- An S&P correlation measure (CM) of 2.85; and

     -- The rated overcollateralization (ROC) of 110.44 for
        classes A-1, A-2a, and A-2b; 110.58% for class A-3;
        102.49% for classes B-1 and B-2; 104.18% for class C; and
        103.43% for classes D-1 and D-2.

Interest on the class B-1, B-2, C, D-1, and D-2 notes may be
deferred up until the legal final maturity date in January 2021
without causing a default under these obligations.  The ratings on
those notes, therefore, address the ultimate payment of interest
and principal.
   
                         Ratings Assigned

                      Babson CLO Ltd. 2007-I
                      Babson CLO Inc. 2007-I
   
           Class               Rating             Amount
           -----               ------             ------
           A-1                 AAA             $298,000,000
           A-2a                AAA             $220,000,000
           A-2b                AAA             $55,000,000
           A-3                 AA              $42,500,000
           B-1                 A               $36,500,000
           B-2                 A               $6,000,000
           C                   BBB             $25,000,000
           D-1                 BB              $21,000,000
           D-2                 BB              $4,000,000
           Income notes        NR              $59,700,000
   
                         NR -- Not rated.


BANC OF AMERICA: Moody's Affirms Low-B Ratings on 12 Cert. Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 36 classes of Banc of America Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-3:

    - Class A-1A, $274,502,978, Fixed w WAC cap, affirmed at Aaa
    - Class A-2, $31,150,342, Fixed, affirmed at Aaa
    - Class A-3, $125,000,000, Fixed, affirmed at Aaa
    - Class A-4, $110,000,000, Fixed, affirmed at Aaa
    - Class A-5, $414,397,485, WAC, affirmed at Aaa
    - Class X, Notional, affirmed at Aaa
    - Class B, $28,879,200, WAC, upgraded to Aa1 from Aa2
    - Class C, $11,551,680, WAC, upgraded to Aa2 from Aa3
    - Class D, $24,547,319, WAC, affirmed at A2
    - Class E, $11,551,680, WAC, affirmed at A3
    - Class F, $15,883,560, WAC, affirmed at Baa1
    - Class G, $11,551,680, WAC, affirmed at Baa2
    - Class H, $15,883,560, WAC, affirmed at Baa3
    - Class J, $4,331,880, Fixed w WAC cap, affirmed at Ba1
    - Class K, $5,775,840, Fixed w WAC cap, affirmed at Ba2
    - Class L, $5,775,840, Fixed w WAC cap, affirmed at Ba3
    - Class M, $4,331,880, Fixed w WAC cap, affirmed at B1
    - Class N, $2,887,920, Fixed w WAC cap, affirmed at B2
    - Class O, $2,887,920, Fixed w WAC cap, affirmed at B3
    - Class CC-A, $1,943,085, Fixed, affirmed at Baa1
    - Class CC-B, $4,316,416, Fixed, affirmed at Baa2
    - Class CC-C, $3,647,676, Fixed, affirmed at Baa3
    - Class CC-D, $6,079,460, Fixed, affirmed at Ba2
    - Class CC-E, $4,255,621, Fixed, affirmed at Ba3
    - Class CC-F, $3,861,990, Fixed, affirmed at B1
    - Class SS-A, $3,219,052, Fixed, affirmed at Baa3
    - Class SS-B, $2,300,945, Fixed, affirmed at Ba1
    - Class SS-C, $3,451,417, Fixed, affirmed at Ba2
    - Class SS-D, $4,601,889, Fixed, affirmed at Ba3
    - Class UH-A, $11,557,209, Fixed, affirmed at Aa1
    - Class UH-B, $8,430,863, Fixed, affirmed at Aa2
    - Class UH-C, $2,956,937, Fixed, affirmed at Aa3
    - Class UH-D, $9,087,152, Fixed, affirmed at A1
    - Class UH-E, $4,817,635, Fixed, affirmed at A2
    - Class UH-F, $5,965,628, Fixed, affirmed at A3
    - Class UH-G, $6,078,461, Fixed, affirmed at Baa1
    - Class UH-H, $4,817,635, Fixed, affirmed at Baa2
    - Class UH-J, $16,149,779, Fixed, affirmed at Baa3

As of the Feb. 12, 2007, distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.1%
to $1.2 billion from $1.3 billion at securitization.  The
Certificates are collateralized by 96 mortgage loans ranging in
size from less than 1.0% to 9.4% of the pool, with the top 10
loans representing 43.4% of the pool.  The pool includes three
investment grade shadow rated loans, which comprise 22.8% of the
pool.  Four loans, representing 5.7% of the pool, have defeased
and are collateralized with U.S. Government securities.

There have been no realized losses since securitization and
currently there is one loan, representing less than 1.0% of the
pool, in special servicing.  Moody's estimates a loss of
approximately $800,000 from this specially serviced loan.  Fifteen
loans, representing 14.4% of the pool, are on the master
servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 98.0% and 72.0%, respectively, of the pool.
Moody's loan to value ratio for the conduit component is 95.3%,
compared to 102.2% at securitization.

Moody's is upgrading Classes B and C due to improved overall pool
performance and increased subordination levels.

The largest shadow rated loan is the U-Haul Portfolio Loan of
$104.8 million (9.4%), which is secured by 78 properties operated
as U-Haul storage or rental centers.  The properties total
4.0 million square feet and are located in 24 states with
concentrations in Texas (20.8%), Florida (16.0%) and Arizona
(10.4%).  The portfolio is also encumbered by a $69.9 million
junior participation loan which is the collateral for non-pooled
Classes UH-A, UH-B, UH-C, UH-D, UH-E, UH-F, UH-G, UH-H and UH-J.
The loan was structured with a 25-year amortization schedule and
has amortized by approximately 4.3% since securitization.  The
loan sponsor is W.P. Carey, an investment firm specializing in
sale-leaseback transactions.  Moody's current shadow rating of the
pooled portion of the loan is Aaa, the same as at securitization.

The second largest shadow rated loan is the Calpine Center Loan of
$75.0 million (6.7%), which is secured by a 690,000 square foot
Class A office building located within the Houston, Texas CBD.  
The property, which is 100.0% leased compared to 91.3% at
securitization, is largely tenanted by firms in the energy
industry.  The largest tenants are Burlington Resources Inc. and
Calpine Corporation.  Calpine filed for Chapter 11 bankruptcy
protection in December 2005.  Calpine's lease has been confirmed
under their bankruptcy plan and it is expected that the tenant
will remain in occupancy for the full lease term.  The property is
also encumbered by a $24.1 million junior participation loan which
is the collateral for non-pooled Classes CC-A, CC-B, CC-C, , CC-D,
CC-E and CC-F.  The loan sponsor is Hines Real Estate Holdings LP
and Rafiq Al-Hariri.  Moody's current shadow rating of the pooled
portion of the loan is A3, the same as at securitization.

The third largest shadow rated loan is the 17 State Street Loan of
$75.0 million (6.7%), which is secured by a 532,000 square foot
office building located within the Financial District submarket of
New York City.  The property is 99.3% occupied, compared to 94.8%
at securitization.  The largest tenants are AXA Reinsurance and
Shareholder Communication Inc.  The property is also encumbered by
a $35.7 million junior participation loan which is the collateral
for non-pooled Classes SS-A, SS-B, SS-C and SS-D.  Moody's current
shadow rating of the pooled portion of the loan is Baa2, the same
as at securitization.

The top three conduit loans represent 17.1% of the outstanding
pool balance.  The largest conduit loan is the SUN Communities --
Scio Farm Loan of $40.9 million (3.7%), which is secured by a
913-pad manufactured housing community located in Ann Arbor,
Michigan.  The property was 97.3% occupied as of September 2006,
compared to 99.6% at securitization.  The sponsor is Sun
Communities, a manufactured housing REIT.  Moody's LTV is 103.3%,
compared to 105.4% at securitization.

The second largest conduit loan is the SUN Communities Portfolio 9
Loan of $37.3 million (3.3%), which is secured by a four
manufactured housing communities totaling 1,235 pads.  The
properties are located in Michigan (3) and Florida.  The portfolio
was 98.0% occupied as of September 2006, essentially the same as
at securitization.  Moody's LTV is 102.4%, compared to 105.6% at
securitization.

The third largest conduit loan is the Quarters at Memorial Loan of
$34.5 million (3.1%), which is secured by a 380-unit multifamily
property located in Houston, Texas.  The property was 92.6%
occupied as of September 2006, compared to 91.8% at
securitization.  Moody's LTV is 96.8%, compared to 98.1% at
securitization.

The pool's collateral is a mix of multifamily (33.5%), office
(28.3%), self storage (16.5%), retail (12.8%), U.S. Government
securities (5.7%), industrial (2.0%) and lodging (1.2%).  The
collateral properties are located in 37 states.  The highest state
concentrations are Texas (19.2%), New York (8.9%), Michigan
(8.6%), Florida (7.9%) and California (7.9%).  All of the loans
are fixed rate.


BAUSCH & LOMB: U.S. Operations Likely to be Unprofitable
--------------------------------------------------------
Bausch & Lomb Inc. reported certain preliminary and unaudited
financial results for the full year and fourth quarter ended Dec.
30, 2006.  Due to the considerable time and effort that it had to
devote to completing the recently completed financial restatement
and filing of its 2005 10-K, the company has not been able to
timely complete its financial close process for 2006.  As a
result, there can be no assurance that the amounts reported will
not differ, including materially, from those reported when the
company files its 2006 10-K.  Bausch & Lomb currently expects to
file its 2006 10-K by April 30, 2007.

                      Net Sales and Income

Because the company has not yet completed its year-end financial
close process, including the calculation and review of income
taxes, Bausch & Lomb is unable to estimate net earnings or
earnings per share at this time.  However, as a result of lower
lens care sales and costs associated with the MoistureLoc recall,
the company expects its U.S. operations to be unprofitable.

The company expects to report income before income taxes and
minority interest of approximately $70 million in 2006, compared
to $246.4 million in 2005.  For the fourth quarter of 2006, the
company expects to report income before income taxes and minority
interest of approximately $25 million, compared to $84.3 million a
year ago.

Bausch & Lomb expects to report consolidated full-year net sales
of approximately $2.293 billion in 2006, down 3% compared to
$2.354 billion in 2005, mainly due to lower sales of vision care
products.

Sales comparisons are also impacted by acquisition and divestiture
activities. In the third quarter of 2005, the Company divested
Woehlk, a German contact lens business, and in the fourth quarter
of 2005 it acquired CT Freda, a Chinese ophthalmic pharmaceuticals
company.

Bausch & Lomb expects to report consolidated net sales of
approximately $598.5 million for the fourth quarter of 2006,
compared to $626.4 million in the same period in 2005.  That
represents a decline of 5%, or 7% on a constant-currency basis,
and mainly reflects lower sales of vision care products.

Because the company has not yet completed its year-end financial
close process, including the calculation and review of income
taxes, Bausch & Lomb is unable to estimate net earnings or
earnings per share at this time.  However, as a result of lower
lens care sales and costs associated with the MoistureLoc recall,
the company expects its U.S. operations to be unprofitable.

The company expects to report income before income taxes and
minority interest of approximately $70 million in 2006, compared
to $246.4 million in 2005.  For the fourth quarter of 2006, the
company expects to report income before income taxes and minority
interest of approximately $25 million, compared to $84.3 million a
year ago.

Bausch & Lomb also expects to report these liquidity metrics:

   * cash and investments of approximately $500 million as of
     Dec. 30, 2006 compared to $720.6 million at the end of 2005;

   * total debt of approximately $835 million at the end of 2006,
     compared to $992.5 million at the end of 2005; and

   * full-year cash flows from operating activities of
     approximately $125 million in 2006, and capital spending of
     approximately $105 million.

"In 2006, we were confronted with two challenges that
significantly impacted our financial performance and hindered our
positive momentum," Bausch & Lomb Chairman and Chief Executive
Officer Ronald L. Zarrella said.  "Having confronted both those
challenges, we're now focused on rebuilding that momentum with
specific emphasis on the areas of our business most affected by
the MoistureLoc recall, so that 2007 can serve as a springboard
for renewed growth."

                      Expectations for 2007

Bausch & Lomb projects 2007 sales of approximately $2.5 billion
based on current exchange rates, or approximately 8% growth
compared to 2006 sales prior to MoistureLoc charges.  These
overall growth projections take into consideration expected market
trends, the anticipated benefit from several new products, and
assume the company is successful in regaining modest market share
in the lens care category.

Bausch & Lomb expects sales of contact lenses to grow 8% to 10% in
2007.

The company currently projects income before income taxes and
minority interest of approximately $220 million in 2007.  Those
expectations are based on these assumptions:

   * gross margin percentages approaching pre-2006 levels, due to
     improved sales mix from the launch of higher-margin new
     products and anticipated growth in lens care;

   * selling, administrative and general expenses of slightly more
     than 40% of sales, reflecting continued brand rebuilding
     efforts and new product launch support, stock-based
     compensation expense, and legal expenses associated with
     product liability and shareholder lawsuits;

   * research and development expense of approximately 8% of
     sales; and

   * net financing expenses of approximately $45 million.

The company's income projections do not include a benefit from the
anticipated reversal of interest and penalties associated with a
previously recorded Brazilian tax assessment.  As previously
disclosed, Bausch & Lomb has applied for, and expects to be
granted, amnesty from the state government of Sao Paulo as to a
portion of the penalties and interest associated with one such
assessment that was recorded as part of the financial restatement.  
The company expects to reverse approximately $20 million of
penalties and interest when it receives formal notification by the
state government of Sao Paulo.

From a liquidity perspective, Bausch & Lomb expects to generate
cash flow from operations of between $240 million and $260 million
and to incur approximately $100 million of capital expenditures.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. --
http://www.bausch.com/-- develops, manufactures, and markets    
eye health products, including contact lenses, contact lens care
solutions, and ophthalmic surgical and pharmaceutical products.  
The company is organized into three geographic segments: the
Americas; Europe, Middle East, and Africa; and Asia (including
operations in India, Australia, China, Hong Kong, Japan, Korea,
Malaysia, the Philippines, Singapore, Taiwan and Thailand).  In
Latin America, the company has operations in Brazil and Mexico

                          *     *     *

On Feb. 2, 2007, Moody's Investors Service downgraded Bausch &
Lomb Inc.'s senior unsecured debt to Ba1 and continues to review
all ratings for possible downgrade.  Moody's also assigned the
company a Ba1 Corporate Family Rating.


BITHORN TRAVEL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bithorn Travel Corp.
        33 Resolution Street, Suite 601
        Doral Bank Plaza
        San Juan, PR 00902

Bankruptcy Case No.: 07-01191

Type of Business: The Debtor is a travel agent.
                  See http://www.bithorn.com/

Chapter 11 Petition Date: March 8, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  Fax: (787) 724-2463

Total Assets: $4,740,403

Total Debts:  $8,040,451

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


CADMUS COMMS: S&P Withdraws BB- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating on Cadmus Communications Corp., following the report
that the purchase of the company by Cenveo Inc. closed [Thurs]day.
Rating on Cadmus' $125 million senior subordinated notes will
remain on CreditWatch with negative implications until the tender
offer for the notes is completed, after which Standard & Poor's
expects to withdraw our rating on the issue.


CATHOLIC CHURCH: Pachulski Stang OK'd as Davenport Panel's Counsel
------------------------------------------------------------------
The Honorable Lee M. Jackwig of the U.S. Bankruptcy Court for the
Southern District of Iowa authorizes the Official Committee of
Unsecured Creditors appointed in the Diocese of Davenport's
Chapter 11 case to retain Hamid R. Rafatjoo, Esq., and Gillian M.
Brown, Esq., of Pachulski Stang Ziehl Young Jones and Weintraub
LLP as its counsel, effective as of Jan. 4, 2007.

Pachulski Stang will not to seek reimbursement from the members
of the Official Committee of Creditors should the Court
disallow any expenses related to the Firm reimbursing members
expenses incurred under Section 503(b)(3)(F) of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Committee Co-Chairman Michl Uhde stated that the legal services
required of the attorneys are:

    (a) to advise and represent the Committee in its consultations
        with Davenport regarding the administration of the case;

    (b) to advise and represent the Committee in analyzing
        Davenport's assets and liabilities, investigating the
        extent and validity of liens, and participating in and
        reviewing any proposed asset sales, any asset
        dispositions, financing arrangements and cash collateral
        stipulations or proceedings;

    (c) to advise and represent the Committee in any manner
        relevant to reviewing and determining Davenport's rights
        and obligations under leases and other executory
        contracts;

    (d) to advise and represent the Committee in investigating the
        acts, conduct, assets, liabilities and financial condition
        of Davenport, the operation of Davenport's business, and
        the desirability of the continuance of any portion of the
        business, and any other matters relevant to the case or
        to the formulation of a plan;

    (e) to assist, advise and represent the Committee in its
        participation in the negotiation, formulation and drafting
        of a plan of liquidation or reorganization;

    (f) to provide advice to the Committee on the issues
        concerning the appointment of a trustee or examiner under
        Section 1104 of the Bankruptcy Code;

    (g) to assist, advise and represent the Committee in the
        performance of all its duties and powers under the
        Bankruptcy Code and the Federal Rules of Bankruptcy
        Procedure and in the performance of other services as are
        in the interests of those represented by the Committee;

    (h) to assist, advise and represent the Committee in the
        evaluation of claims and on any litigation matters; and

    (i) to provide other services to the Committee as may be
        necessary in the case.

Furthermore, Mr. Uhde said, the primary purpose for retaining the
attorneys is to attempt to maximize the amount of money that will
be made available to be distributed to Davenport's personal
injury and tort claimants.

The terms of employment agreed to by the Committee, subject to
Court approval, are:

    (a) no retainer will be paid to Pahulski Stang;

    (b) neither the Committee nor any of its members will be
        liable for any fees or costs incurred by Pachulski Stang;

    (c) Pachulski Stang has agreed to charge a blended rate of
        $400 per hour for partners and of counsel attorneys, $275
        per hour for associates, and $150 per hour for paralegal
        services;

    (d) Pachulski Stang will not bill the estate for non-working
        travel time incurred for traveling to hearings or
        Committee meetings; and

    (e) Pachulski Stang will seek reimbursement of expenses at its
        cost or as otherwise allowed by the Court.

All fees and expenses are subject to Court approval.

Mr. Rafatjoo, Esq., assured the Court that neither he nor his
firm represent interests adverse to the Committee, Davenport, or
the estate, in the matters upon which it is to be engaged; and
his firm is "disinterested" within the meaning of Section 101(14)
of the Bankruptcy Code.

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.  
Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel Young Jones & Weintraub LLP represent the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Davenport Diocese reported $4,492,809 in assets
and $1,650,439 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Ct. OKs San Diego Interim Postpetition Financing
-----------------------------------------------------------------
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California in San Diego authorizes The
Roman Catholic Bishop of San Diego to incur postpetition
financing, on an interim basis pursuant to Section 364(c) of the
Bankruptcy Code, from the ALSAM Foundation, a Utah Trust with
Northern Trust Company.

San Diego also sought authority to borrow under the ALSAM Loan
Documents on the same terms as the ALSAM Prepetition Financing,
and to obtain immediate funds from ALSAM to avoid immediate and
irreparable harm to the estate pending a final hearing on the
request.

                            ALSAM Loan

As part of its mission to provide spiritual and other support to
Catholic education within the territory of the Diocese of San
Diego, The Roman Catholic Bishop of San Diego began a Secondary
Education Initiative for the construction of schools, including
Mater Dei Catholic High School.

The Initiative will deal with the needs of the population growth
within the Diocese and surrounding areas, and ensure access to
all students desiring a Catholic education, related Gerald P.
Kennedy, Esq., at Procopio, Cory, Hargreaves & Savitch LLP, San
Diego, California, San Diego's proposed bankruptcy counsel.

To finance the construction of Mater Dei, San Diego entered into
a loan agreement with the ALSAM Foundation, a Utah Trust with
Northern Trust Company, on Aug. 15, 2005.  ALSAM agreed to
provide a $50,000,000 construction loan secured by a deed of
trust encumbering, among other properties, the real property and
improvements being constructed, and the land and buildings
underlying Marian Catholic High School.  The loan is non-interest
bearing.

With the closure of the ALSAM Loan, San Diego executed documents,
including an ALSAM Loan Agreement, a Promissory Note Secured By
Deed of Trust, a UCC Financing Statement, and a "Deed of Trust
with Absolute Assignment of Rents, Security Agreement, and
Fixture Filing."  Mr. Kennedy explained that the UCC Statement
identifies the collateral as the improvements, fixtures, and
personal property located at the Marian and Mater Dei real
properties.  The Note matures four years after the completion of
construction at Mater Dei at which time all amounts become fully
due and payable.

                      Postpetition Financing

Mater Dei will open in the fall of 2007, and prospective students
have already enrolled.  As of the Diocese's bankruptcy filing,
ALSAM had lent $35,920,500 to San Diego.  To complete the
construction and open Mater Dei as scheduled, San Diego must
continue to draw on the ALSAM Loan, Mr. Kennedy asserted.  He
added that continued draws are required to keep the contractors on
the job, and failure to continue the construction will result in a
default by San Diego that will give ALSAM the right to complete
construction.

San Diego has filed a budget for the construction of Mater Dei on
a monthly basis, Mr. Kennedy said.  A full-text copy of the
budget is available for free at:

               http://ResearchArchives.com/t/s?1b1f

Mr. Kennedy said that San Diego satisfies the procedures for
authorization to obtain postpetition financing according to Rule
4001(c) of the Federal Rules of Bankruptcy Procedure.  He
explained that the Postpetition Financing would merely continue
the prepetition financing provided by ALSAM.  Moreover, the ALSAM
loan is favorable to the estate because it has no interest and a
four-year maturity date, in contrast to obtaining additional
financing on an unsecured super-priority basis.

Mr. Kennedy informed the Court that the proposed financing will
not prejudice San Diego's creditors because it is subject to the
same liens as the prepetition obligations.  Completing the
construction on ALSAM's terms are better for creditors than if
ALSAM were to obtain stay relief and complete the construction,
Mr. Kennedy added.  Besides, he said, no additional collateral
will be provided to ALSAM with respect to the Postpetition
Financing.

                         Parties Respond

Counsel for creditors holding claims for childhood sexual abuse
against San Diego, Raymond P. Boucher, Esq., at Kiesel, Boucher
Larson LLP, in Beverly Hills, Calif., asserted that the request
must denied until critical information is provided.

According to Mr. Boucher, San Diego characterizes Mater Dei as an
"operating asset" without any supporting information as to how
this asset adds value to the estate.  In addition, he said, San
Diego's suggestion that failure to complete the High School could
diminish the estate is without any factual or legal analysis.

Steven Jay Katzman, the U.S. Trustee for Region 15, requested that
the hearing on San Diego's request be continued to a date upon
which a committee can be appointed, and upon which the committee
will be provided with sufficient time to evaluate the substance
of the request.  He said he does not oppose the financing on an
interim basis to accommodate any construction expenditures
necessary to maintain the construction schedule.  However, Mr.
Katzman noted that the funding must not exceed the stated budget.

                      About San Diego Diocese

Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately    
3,000 people in various areas of work.  The Diocese filed for
Chapter 11 protection just before commencement of the first of
court proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.  The Diocese's exclusive period to file a chapter
11 plan of reorganization expires on June 27, 2007.  (Catholic
Church Bankruptcy News, Issue No. 82; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Ct. Okays Spokane's Amended Disclosure Statement
-----------------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington approved a First Amended
Disclosure Statement explaining the Diocese of Spokane and other
plan proponents' Second Amended Joint Plan of Reorganization, at a
hearing held March 8, 2007.

Judge Williams ordered counsel for the Tort Claimants' Committee,
Joseph Shickich, Jr., Esq., at Riddell Williams P.S., in Seattle,
Wash., to revise, and submit to the Court for signature, the
Plan Proponent's proposed disclosure statement order.

Spokane and the other Plan Proponents filed the Amended
Disclosure Statement and Plan on March 7, 2007, to address and
resolve the sole objection to the Disclosure Statement filed by
Ilene J. Lashinsky, the United States Trustee for Region 14.

Specifically, the Second Amended Plan and Disclosure Statement
provide, among other things:

    * a revised allocation of the $48,000,000 pool of funds;

    * the deletion of the provision for "unmarked ballots";

    * a provision for substantial consummation; and

    * the inclusion of a liquidation analysis, a budget, and plan
      funding projection in the Plan exhibits.

                          Fund Allocation

Under the Second Amended Plan, approximately $40,000,000 of the
$48,000,000 pool of funds will be paid to Tort Claimants while
$7,000,000 will be allocated for unpaid Professional Fees.  The
remaining $1,000,000 will be paid to the Plan Trust Costs and
Expenses incurred in determining Tort Claims.  In addition, the
Diocese will provide insurance for -- and certain Parishes in
Future Tort Claims Parish Groups 1 and 2 will pay -- certain
Allowed Future Tort Claims.

The Second Amended Plan further provides that Plan Trust Costs
and Expenses could equal or exceed $1,000,000.  The Plan
Proponents, however, note that the Costs and Expenses are
unlikely to exceed $1,000,000 and might well be no more than
$500,000.  They further estimate that unpaid Professional Fees as
of Dec. 31, 2006, and future Professional Fees will total
$7,000,000.  This includes approximately $1,800,000 paid by the
Diocese on Jan. 31, 2007, which will be deducted from the
$48,000,000 amount payable by the Diocese.

                         $48 Million Note

On the effective date of the Plan, a $48,000,000 Diocese's Note
payable in installments of $37,000,000 on or before Oct. 1, 2007;
$10,000,000 on or before Dec. 31, 2007; and $1,000,000 on or
before Oct. 1, 2009, and secured by the Diocese's Collateral,
which is substantially all of the assets of the Reorganized
Debtor, will be delivered to the Plan Trust.

The Collateral will include:

    (a) a $10,000,000 Parishes' Note 1;

    (b) a $5,000,000 Parishes' Note 2;

    (c) a $1,000,000 Parish Note 3;

    (d) $6,400,000 in Cash and other property from the
        Participating Catholic Entities; and

    (3) approximately $19,800,000 plus accruing interest in
        Insurance Settlements.

                            Estate Fund

On the Joint Plan's Effective Date, the Participating Catholic
Entities will purchase all of the Diocese's interest on certain
properties and the Guse Trust for $5,657,500 that will be
allocated to the Estate Fund.  This includes $382,500 to be paid
by Morning Star Boys' Ranch.

The $14,000,000 Estate's Portion of Parishes Note, and payments
of approximately $5,550,000 from the Diocese's property and
future income will likewise be allocated to the Estate Fund.

Allowed Administrative Expense Claims for Professional Fees
incurred on or before the Plan Effective Date, which were unpaid
on Sept. 14, 2006, now estimated to be $7,000,000, will be
deducted before the amounts are allocated to the Estate Fund.

The Estate Fund is estimated to be approximately $18,207,500

                           Release Fund

The Participating Catholic Entities will pay an additional
$742,500 that will be allocated to the Release Fund, for the Tort
Claimants who elect to receive funds for Releases of Claim.  This
includes $67,500 to be paid by Morning Star Boys' Ranch.

The Insurers will also pay approximately $19,800,000 in Insurance
Settlements to be allocated to the Release Fund.

The Release Fund is estimated to be approximately $22,542,500.

                         Use of Collateral

Upon receipt by the Reorganized Debtor of full or partial payment
of the Diocese's Collateral, the payments or proceeds, which is
the net of a reserve for Allowed Administrative Expense Claims
for Fees of the Tort Claim Reviewer and Professional Persons
employed on or before Sept. 14, 2006, will be immediately
paid in the form received to the Plan Trustee and will be applied
as a partial payment of the Diocese's Note.

                          The Plan Trust

After the Plan Trust has paid all Allowed Convenience Tort
Claims; Allowed Compromise Tort Claims; Allowed Settled
Compromise Tort Claims; Allowed Settled Matrix Tort Claims;
Allowed Matrix Tort Claims; Allowed Litigation Tort Claims;
Allowed Non-Releasing Litigation Tort Claims; Plan Trust costs
and expenses with respect to the Claims; Allowed Professional
Fees; and funding of the Future Claims Fund, any balance due on
the Diocese's Note when paid and any sums then held in Funds
except the Future Claims, will be distributed pro rata to holders
of the Claims.

                 Summary of Assets and Liabilities

Under the Second Amended Plan, the Diocese provides a revised
summary of its assets and liabilities:

                            ASSETS

    Diocese Real Property                 $25,200,000
    Cash                                    2,410,249
    Parish Loans                            2,831,417
    Insurance Policy Limits (pending
      resolution of the insurance
      coverage disputes)                   19,814,290
    Equipment and other personal
      property                                484,834
                                         ------------
    TOTAL ASSETS                          $50,740,790
                                         ============

                          LIABILITIES

    Tort Claims                more than  $40,000,000
    Other Creditors                         4,705,484
    Priest Retirement                       4,500,000
    Administrative Expenses
      (includes accrued but unpaid
      plus remaining estimated)             7,003,777
                                         ------------
    TOTAL LIABILITIES          more than  $56,209,261
                                         ============

The Diocese states that as of Dec. 31, 2006, it reported holding
$2,410,249 in Cash.  However,  $1,823,935 of the Cash is subject
to restrictions, which prevent its use for payment of Claims.

The Plan Proponents note that projections and underlying
assumptions concerning the Diocese's operations are set forth in
a Budget, which shows that the Diocese will be able to perform
its obligations under the Plan.  A full-text copy of the Budget
is available for free at http://ResearchArchives.com/t/s?1b19

The Plan Proponents have also prepared a Plan Funding Projection
for the period starting January 2007 to October 2009.  A full-
text copy of the Projection is available for free at
http://ResearchArchives.com/t/s?1b1a

                       Liquidation Analysis

The Liquidation Analysis under the Second Amended Plan shows the
Liquidation Value of the Diocese as of December 31, 2006, as:

    Cash and cash equivalents                     $2,410,249
    Accounts receivable (DLF Loans)                2,625,288
    Other accounts receivable                        103,065
    Office equipment                                 121,209
    Insurance settlements                          7,764,000
    Interest of Debtor in
       Declaratory Relief Action                   8,329,290
    Interest of Bishop in Catholic Entities        1,000,000
    Interest of Bishop in Other Corporations               -
    Undisputed real property                       3,734,000
    Disputed real property                        10,000,000
                                               -------------
    Total                                        $36,087,101

    Less:
       Real property closing costs                  (384,000)
       Costs of Chapter 7                         (2,082,000)
       Costs of Chapter 11, net after Chancery       (50,000)
       Postpetition payables                      (5,165,000)
       Restricted cash                            (1,823,935)
       Secured debt                                  (44,625)
                                               -------------
    Total                                        ($9,549,560)
                                               -------------
    Total Amount Available to Pay
       Unsecured Creditors                       $26,537,541
                                               =============

The Plan Proponents believe that the Second Amended Plan
satisfies the requirements of the best interests of creditors
standard because each class of creditors will receive, on account
of the Plan payments, equal to or greater than what would be
received in a hypothetical Chapter 7 liquidation.  Accordingly,
they anticipate that the Court will find that the Plan satisfies
the standard at the time of the hearing on Confirmation.

A full-text copy of the Spokane's Liquidation Analysis is
available for free at http://ResearchArchives.com/t/s?1b1b

                        Plan Modification

The Plan Proponents may modify the Joint Plan before the
Confirmation Date in accordance with Section 1127 of the
Bankruptcy Code, provided that an acceptance of the Joint Plan by
holder of an impaired claim constitutes an acceptance of
subsequent modifications of the Joint Plan, which the Court has
determined not to adversely affect or impair the interests of the
creditors.

                     Substantial Consummation

The Plan Proponents note the Second Amended Plan will be deemed
substantially consummated on the Closing Date if the Diocese has
performed all obligations provided by the Joint Plan.

On the Closing Date, the Reorganized Debtor and the Plan Trustee
will execute and commence implementing the Plan.

Moreover, exercise of the Court's continuing jurisdiction of
matters related to the Plan Trust Agreement after the bankruptcy
case has been closed will not require that Spokane's Chapter 11
case be reopened.

A full-text copy of Spokane's First Amended Disclosure Statement
is available for free at http://ResearchArchives.com/t/s?1b1c

A full-text copy of Spokane's Second Amended Plan is available
for free at http://ResearchArchives.com/t/s?1b1d

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.  

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  (Catholic
Church Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CENTENE CORP: S&P Rates $175 Million Senior Notes Offering at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' counterparty
credit rating to Centene Corp.  Standard & Poor's also said that
the outlook on Centene is negative.

At the same time, Standard & Poor's assigned its 'BB' senior debt
rating to Centene's planned seven-year, $175 million senior notes
offering due 2014, which is to be issued via private placement.

The proceeds will be used to refinance bank debt outstanding under
its five-year revolver and to enhance holding-company liquidity.
As of Dec. 31, 2006, on a pro forma basis, debt to capital and
debt to EBITDA were 37% and 2.1x, respectively.

"The rating on Centene reflects its diverse market presence, good
cash-flow profile, and good financial flexibility," said
Standard & Poor's credit analyst Joseph Marinucci.

"Offsetting factors include a narrow market-segment scope, an
acquisition-oriented growth strategy, and a recently diminished
earnings profile."

Membership is expected to decline moderately in 2007 because of
the absence of members in Kansas and Missouri.  Barring
acquisitions, Standard & Poor's expects enrollment to be 1.10
million-1.13 million by year-end 2007.  The rating agency expects
total revenue and pretax income to be $2.7 billion-$2.8 billion
and $100 million-$120 million (a 3.5%-4.5% ROR), respectively, for
the same period.

The outlook could be revised to stable if operating results
through the second quarter of 2007 were to reflect performance
consistent with full-year expectations while also demonstrating
sustained earnings-profile diversity and a willingness and
capacity to manage capital prudently according to
Standard & Poor's capital model.

Conversely, a material shortfall in operating performance relative
to expectations, a more concentrated earnings profile, or a
significant reduction in statutory capitalization could lead to a
one- or two-notch downgrade.


CHARLES RIVER: Incurs $55.7 Million Net Loss in Year Ended Dec. 31
------------------------------------------------------------------
Charles River Laboratories International, Inc. reported a net loss
of $55.78 million for the fiscal year ended Dec. 31, 2006,
compared with net income of $141.99 million for the fiscal year
ended Dec. 31, 2005.  It generated total net sales of $1.05
billion and $993.32 million for the years ended Dec. 31, 2006, and
2005, respectively.

The 2006 annual loss was largely due to the loss from discontinued
businesses, net of tax, which totaled $181 million.  The company
posted an operating income of $188.17 million in 2006, as compared
with $184.69 million in 2005.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $2.55 billion, total liabilities of $953.11 million, and
minority interests of $9.22 million, resulting to total
stockholders' equity of $1.59 billion.

Cash and cash equivalents as of Dec. 31, 2006, totaled
$175.38 million, as compared with $114.82 million a year earlier.

                  Discontinued Operations in 2006

During the first quarter of fiscal 2006, the company initiated
actions to sell Phase II-IV of the Clinical business.  On May 9,
2006, the company disclosed that it entered into a definitive
agreement to sell Phase II-IV of the Clinical Services business
for $215 million in cash as part of a portfolio realignment, which
would allow the company to capitalize on core competencies.

During 2006, the company closed its Interventional and Surgical
Services business, which was formerly included in the Preclinical
Services segment.  It performed an impairment test on the long-
lived assets of the ISS business and based on that analysis, the
book value of the ISS assets exceeded the future cash flows of the
business.  Accordingly, the company recorded an impairment charge
of $1.07 millin during 2006.

For the year-end Dec. 30, 2006, the discontinued businesses
recorded a loss from operations of $181 million, which included a
$546 loss from the sale of the Phase II-IV Clinical business. As a
direct result of the sale, the Company realized a significant tax
gain resulting in additional tax expense of $37.83 million, all of
which has been paid by the end of fiscal year 2006.

                  Northwest Kinetics Acquisition

On Oct. 30, 2006, the company acquired all of the capital stock of
privately held Tacoma, Washington based Northwest Kinetics for
$29.5 million in cash.  Northwest Kinetics runs clinical trials,
primarily in Phase I, in a 150-bed facility with a focus on high-
end clinical pharmacology studies.

The final price allocation of the Northwest Kinetics acquisition,
including transaction costs of $265,000 and net of $812,000 of
cash acquired, was $28.81 million.

                          Long-term Liabilities

On July 31, 2006, the company amended and restated its then-
existing $660 million credit agreement to reduce the current
interest rate, modify certain restrictive covenants and extend the
term.

The now $428 million credit agreement provides for a $156 million
U.S. term loan facility, a $200 million U.S. revolving facility, a
CAD57.8 million term loan facility and a CAD12 million revolving
facility for a Canadian subsidiary, and a GBP6 million revolving
facility for a U.K. subsidiary.

As of Dec. 30, 2006, there was no outstanding balance on the
revolving facility.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b13

                 About Charles River Laboratories

Charles River Laboratories International, Inc., headquartered in
Wilmington, MA, (NYSE: CRL) -- http://www.criver.com/-- provides  
research tools and integrated support services for drug and
medical device discovery and development.  The company's business
segments are Research Models and Services, which involves the
commercial production and sale of animal research models; and Pre-
clinical, which involves the research, development and safety
testing of drug candidates.  

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2006,
Moody's affirmed its ratings on Charles River Laboratories
International, Inc. with a negative outlook, Corporate Family
Rating, Ba1; Probability of Default Rating, Ba1; Loss Given
Default Assessment, LGD4, 50%; Senior Secured U.S. Revolving
Credit Facility ($200 million face), Baa3, LGD2, 23%; and Senior
Secured U.S. term loan facility ($156 million face), Baa3, LGD2,
23%.


CLAYTON HOLDINGS: Moody's Lifts Corp. Family Rating to Ba3 from B1
------------------------------------------------------------------
Moody's Investors Service upgraded Clayton Holdings senior secured
term loan, senior secured revolver and corporate family rating to
Ba3 from B1 with a stable outlook.  The loan is guaranteed by its
domestic subsidiaries and is secured by 100% of the capital stock
of all subsidiaries and all domestic real and intangible property.

This rating action reflects Clayton's strong margins, and ROAA of
16% in 2006, as well as growth reflecting a developing franchise.
In addition, the company maintains low debt levels and generates
ample free cash flow.  These positive attributes are offset by
earnings concentration in its due diligence business, which though
improving remains high at 54% of total revenues.  In addition,
Clayton operates in a fragmented market, and its principal
customers are large financial institutions with significant
pricing power.

Further ratings improvement is dependent on Clayton's ability to
further develop its mortgage franchise diversifying its business
including developing new business lines.  Specifically, upward
rating pressure is predicated on revenue diversification
continuing to improve, such that the due diligence business
contributes less than half of overall revenue with EBITDA margin
in the high teens.  A downgrade could result from declines in
operating performance including fixed charge coverage below 2x or
EBITDA margin under 15%. An increase in leverage above 4x would
also pressure the rating.

These ratings were upgraded:

   * Clayton Holdings, Inc.

      -- Senior secured term loan at Ba3;

      -- senior secured revolver at Ba3;

      -- corporate family rating at Ba3.

Clayton Holdings, Inc. is based in Shelton, Connecticut, USA,
provides outsourced services, information-based analytics and
specialty consulting for buyers and sellers of, and investors in,
mortgage-related loans and securities and other debt instruments.


CLAYTON HOLDINGS: Good Performance Cues S&P's Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Shelton,
Connecticut-based Clayton Holdings Inc. to positive from stable
following the company's improved financial performance and credit
metrics.  The corporate credit rating is affirmed at 'B+'.

"The rating reflects the company's narrow business profile,
exposure to macroeconomic factors that affect mortgage origination
and securitization, and noncontractual revenue streams," said
Standard & Poor's credit analyst David Tsui.  

These factors partly are offset by long-standing relationships
with top MBS originators, good competitive position, and
conservative leverage levels for the rating.  Clayton is a service
provider to buyers and sellers of, and investors in, non-
conforming loans and nonagency mortgage backed securities.

Sales have grown rapidly in the past three years, from $85 million
in 2003 to $239 million in 2006, reflecting robust organic growth
in nonconforming mortgage origination, increased securitization
rates and expansion of service offerings.  Originations and
nonagency MBS issuance experienced declines during 2006.  Despite
that, Clayton has been able to expand its revenue base and improve
its profitability.  The company's EBITDA margin improved to about
22% in the December quarter, up from a temporary dip at about 13%
in the March quarter, largely a result of reduced compensation
costs and increasing utilization of the company's central
underwriting facilities to perform services which reduces
reimbursable travel expenses that are also included as part of
revenues.  EBITDA margin from previous years was in the 17% area.


COLLINS & AIKMAN: Wants Stipulation with Wachovia Bank Approved
---------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates ask the Honorable
Steven W. Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan to approve a stipulation with Wachovia
Bank and Trust Company, N.A.

Before filing for bankruptcy, the Debtors established a trust for
paying supplemental retirement benefits to a former chief
executive officer.  The agreement underlying the C&A Rabbi Trust
provides for certain actions to be taken by the trustee, Wachovia
Bank and Trust Company, N.A., upon written notice of insolvency
of the Debtors.  The Debtors have asserted claims against
Wachovia for alleged failure to take the actions required by the
Trust Agreement.

The Trust Asset Claim includes a demand for the return of the C&A
Rabbi Trust property, and a claim of $35,215 plus interest
related to the distribution of certain Trust Assets to the sole
beneficiary of the C&A Rabbi Trust after the trustee's alleged
receipt of the notice of insolvency.

During the course of negotiations to resolve the outstanding
issues, the parties identified certain fundamental disagreements
regarding the liability of Wachovia for its actions as trustee as
well as disagreement over the effectiveness of the service of the
notice of insolvency.

To avoid the costs and uncertainty of litigation, the parties
decided to compromise and entered into a stipulation.  The
Debtors and Wachovia agreed that, among other things:

     * Wachovia will turn over the Trust Assets to the Debtors;

     * Wachovia will provide an accounting of the Trust Assets;

     * Wachovia will pay the Debtors an additional $5,000 to
       resolve all disputes associated with respect to the C&A
       Rabbi Trust;

     * the parties release each other from any and all claims,
       damages, actions, rights or allegations arising from and
       related to the Trust Agreement, the breach claim, the
       transfer of Trust Assets, and termination of the Trust;
       and

     * the Trust is terminated.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 54;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COLLINS & AIKMAN: Auction on Williamston Assets Set for March 14
----------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates intend to sell
certain of their assets including all rights, title, interests and
goodwill to all assets, properties and rights used in the
operation of their facilities located at:

   (a) 1560 Noble Road, Williamston, Michigan 48895 and
   (b) 845 Progress Court, Williamston, Michigan 48895.

The Debtors have agreed to sell the Williamston Assets to
Williamston Products, Inc., for $2,900,000, absent higher and
better offers for the property.

           Sale Agreement with Williamston Products

Debtor Collins & Aikman Plastics, Inc., and Williamston Products
entered into an asset purchase agreement for the Williamston
Assets on Feb. 15, 2007.

Pursuant to the sale agreement, Collins & Aikman Plastics will
assign to Williamston Products its rights, title and interest
under the lease to the premises at Progress Court, at which it
conducted business, the leases to certain equipment, and other
contracts.

C&A Plastics will be responsible for any cure payments required
under Section 365 of the Bankruptcy Code to be made in connection
with the assumption and assignment to Williamston Products of the
assumed Leases and Contracts.  

C&A Plastics will also take the necessary steps, at its expense,
to convey title to the designated Equipment to the purchaser free
and clear of liens, claims, interests and encumbrances, subject
only to permitted encumbrances and the assumed obligations, and
the Designated Equipment.

Among the assets excluded in the sale are the rights under the
Purchase Agreement, claims, counterclaims, demands and causes of
action of C&A Plastics; all or portions of accounts receivable,
as of the Closing; any and all intellectual property; any and all
excluded records, tax refunds for periods ended before the
Closing Date, cash and cash equivalents; and all rights under the
Debtors' insurance policies and warranties or representations
made by third parties.  The sale also excludes these liabilities:

    -- environmental costs and liabilities existing on or before
       the Closing Date, regardless of whether it was discovered
       or was capable of being discovered on or before the
       Closing Date;

    -- any liability or obligation incurred by C&A Plastics on or
       after the Closing Date;

    -- all trade payables; and

    -- the Debtors' obligations under all employee benefit plans,
       and retired and inactive employees.

Williamston Products will purchase the Williamston Assets for
$2,900,000, payable as:

    -- an earnest money deposit of $145,000 to be paid upon
       execution of the Purchase Agreement, and held pursuant to
       the Sale Procedures;

    -- $2,555,000 to be paid on the Closing Date by wire transfer
       of immediately available funds; and

    -- $200,000 payable to C&A Plastics.

A copy of the Purchase Agreement is available for free at:

                http://ResearchArchives.com/t/s?1b25

                          Competing Bids

Pursuant to the Court-approved procedures for disposing of
certain assets, the Debtors will entertain competing bids for the
Williamston Assets through an auction.

The Debtors have designated Williamston Products as the stalking
horse bidder.  As a result, the Debtors agree to pay Williamston
Products a break-up fee of $125,000 upon the occurrence of an
"alternative transaction," which terminates the Williamston
Purchase Agreement.

The Debtors have also agreed to set certain overbid protections:

    -- a competing bidder, if any, for all or a substantial part
       of the Williamston Assets must submit an initial minimum
       overbid of $200,000 more than the purchase price; and

    -- subsequent bids must be in minimum increments of at least
       $100,000.

The auction with respect to the sale of the Williamston Assets
will be held at Collins & Aikman Corp., 26533 Evergreen Road,
Suite 900, Southfield, Michigan, on March 14, 2007, at
10:00 a.m., Eastern Time.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 54;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CREDIT SUISSE: Moody's Holds B3 Rating on $4 Mil. Class O Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 22 classes of
Credit Suisse First Boston Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2004 C5:

   -- Class A-1, $36,891,786, Fixed, affirmed at Aaa
   -- Class A-2, $241,510,000, Fixed, affirmed at Aaa
   -- Class A-3, $101,000,000 Fixed, affirmed at Aaa
   -- Class A-4, $575,728,000, Fixed, affirmed at Aaa
   -- Class A-AB, $78,557,000, Fixed, affirmed at Aaa
   -- Class A-1-A, $422,425,478, Fixed, affirmed at Aaa
   -- Class A-J, $100,348,000, Fixed, affirmed at Aaa
   -- Class A-X, Notional, affirmed at Aaa
   -- Class A-SP, Notional, affirmed at Aaa
   -- Class B, $58,342,000, Fixed, affirmed at Aa2
   -- Class C, $16,336,000, Fixed, affirmed at Aa3
   -- Class D, $32,671,000, Fixed, affirmed at A2
   -- Class E, $25,671,000, Fixed, affirmed at A3
   -- Class F, $23,336,000, Fixed, affirmed at Baa1
   -- Class G, $18,670,000, Fixed, affirmed at Baa2
   -- Class H, $25,670,000, Fixed, affirmed at Baa3
   -- Class J, $4,668,000, Fixed, affirmed at Ba1
   -- Class K, $11,668,000, Fixed, affirmed at Ba2
   -- Class L, $9,335,000, Fixed, affirmed at Ba3
   -- Class M, $7,001,000, Fixed, affirmed at B1
   -- Class N, $9,335,000, Fixed, affirmed at B2
   -- Class O, $4,667,000, Fixed, affirmed at B3

As of Feb. 15, 2007 distribution date, the transaction's aggregate
certificate balance has decreased by approximately 2.0% to
$1.83 billion from $1.87 billion at securitization.  

The Certificates are collateralized by 225 mortgage loans secured
by commercial and multifamily properties.  The loans range in size
from less than 1.0% to 17.5% of the pool, with the top 10 loans
representing 36.9% of the pool.  The pool includes two shadow
rated loans, representing 3.7% of the pool.  Two loans,
representing 0.8% of the pool, have defeased and have been
replaced with U.S. Government securities.  There have been no
loans liquidated from the trust and therefore no realized losses.
Twenty-four loans, representing 7.2% of the pool, are on the
master servicer's watchlist.  Two loans, representing 0.3% of the
pool, are in special servicing.  

Moody's has not estimated any losses at this time for the
specially serviced loans.

Moody's was provided with year-end 2005 and partial-year 2006
operating for 99.6% and 95.0%, respectively, of the performing
loans.  Moody's loan to value ratio ("LTV") for the conduit
component is 98.8%, compared to 94.7% at securitization.

The largest shadow rated loan is the East Gate Mall Loan of
$51.8 million (2.8%), which is secured by the borrower's interest
in an 849,000 square foot (557,000 square feet of collateral)
regional mall located in Cincinnati, Ohio.  Built in 1998, the
property is anchored by Dillard's (35.0% GLA; lease expiration
January 2022) and Kohl's (17.0% GLA; lease expiration July 2015).
The property is also shadow anchored by J.C. Penney and Sears.  As
of September 2006 the property was 96.0% leased, the same as at
securitization.  Overall performance has declined due to decreased
revenue.  The loan sponsor is CBL & Associates Properties, Inc.
Moody's current shadow rating is Ba1, compared to Baa3 at
securitization.

The second largest shadow rated loan is the Pleasant Hill Square
Loan of $17.1 million (0.9%), which is secured by the borrower's
interest in a 287,000 square foot retail center located in Duluth,
Georgia.  Built in 1997, the property is anchored by J.C. Penney
(18.0% GLA; lease expiration August 2007).  As of March 2006 the
property was 98.0% leased, the same as at securitization.  The
loan is interest only for its entire term.  Moody's current shadow
rating is Aa3, the same as at securitization.

The top three conduit exposures represent 24.5% of the outstanding
pool balance.  The largest conduit loan is the Time Warner Retail
Loan of $320.0 million (17.5%), which is secured by a 343,000
square foot retail center located at Columbus Circle between West
58th and West 60th Street in New York City.  Built in 2004, the
major tenants include Whole Foods (17.0% GLA; lease expiration
January 2024), Equinox (12.0% GLA; lease expiration February 2019)
and Borders Books (8.0% GLA; lease expiration February 2019).  As
of September 2006 the property was 90.0% leased, compared to 95.0%
at securitization.  The loan sponsor is Related Companies LP and
Apollo Real Estate Advisors.  The loan matures in December 2014
and is interest only through December 2007.  Moody's LTV is 97.9%,
compared to 95.0% at securitization.

The second largest conduit loan is the 275 Madison Ave., Loan of
$71.0 million (3.9%), which is secured by a 306,000 square foot
office building located in New York City.  The building was
constructed in 1931 and renovated in 2004.  As of October 2006
occupancy was of 94.0% compared to 95.0% at securitization.  The
largest tenant is Valley National Bank.  Increased expenses have
resulted in a reduced net cash flow since securitization.  The
loan matures in November 2011 and is interest only through
November 2007.  Moody's LTV is in excess of 100.0% compared to
98.6% at securitization.

The third largest conduit loan is the AT&T Consumer Services
(Kemble Plaza) Loan of $58.0 million (3.2%), which is secured by a
387,000 square foot office building located in Morris Township,
New Jersey.  The building was constructed in 1979 and renovated in
2004.  The property serves as the corporate headquarters of AT&T
Consumer Services and is leased through September 2014.  The loan
is interest only for its entire term.  Moody's LTV is in excess of
100.0%, the same as at securitization.

The pool's collateral is a mix of retail (42.6%), multifamily and
manufactured housing (28.0%), office and mixed use (22.6%),
industrial and self storage (5.5%), lodging (1.3%) and U.S.
Government securities (0.8%).  The collateral properties are
located in 37 states and the District of Columbia.  The highest
state concentrations are New York (24.0%), California (13.0%),
Texas (8.7%), Florida (5.8%), and Indiana (5.3%).  All of the
loans are fixed rate.


CREDIT SUISSE:  Fitch Affirms Low-B Ratings on Three Cert. Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on CSFB Mortgage Securities
Corp.'s transactions:

Series 2002-5 G1 through 3:

   -- Class IA affirmed at 'AAA';
   -- Class CB1 affirmed at 'AAA';
   -- Class CB2 affirmed at 'AAA';
   -- Class CB3 affirmed at 'AAA';
   -- Class CB4 upgraded to 'AA+' from 'AA'; and
   -- Class CB5 upgraded to 'AA-' from 'A'.

Series 2002-26 G1

   -- Class IA affirmed at 'AAA';
   -- Class IB1 affirmed at 'AAA';
   -- Class IB3 affirmed at 'AAA';
   -- Class IB4 affirmed at 'AAA'; and
   -- Class IB5 upgraded to 'AA+' from 'AA'.

Series 2006-1 G1

   -- Class 1A, 2A, 5A affirmed at 'AAA';
   -- Class DB1 affirmed at 'AA';
   -- Class DB2 affirmed at 'A';
   -- Class DB3 affirmed at 'BBB';
   -- Class DB4 affirmed at 'BBB-';
   -- Class DB5 affirmed at 'BB'; and
   -- Class DB6 affirmed at 'B'.

Series 2006-1 G2

   -- Class 3A, 4A affirmed at 'AAA';
   -- Class CB1 affirmed at 'AA';
   -- Class CB2 affirmed at 'A';
   -- Class CB3 affirmed at 'BBB'; and
   -- Class CB4 affirmed at 'BB'.

The upgrades reflect an improvement in the relationship of credit
enhancement to future loss expectations and affect approximately
$5.36 million of outstanding certificates.

The affirmations, affecting approximately $907.5 million of
outstanding certificates, are due to CE and collateral performance
generally consistent with expectations.

The mortgage loans consist of fixed-rate, 15- and 30-year
mortgages extended to Prime and AltA borrowers and are secured by
first liens, primarily on one- to four-family residential
properties.  As of the January 2007 distribution date, the
transactions are seasoned from a range of 12 months to 59 months,
and the pool factors range from 6% to 94%.

The mortgage loans are being serviced by various entities and the
depositor is Credit Suisse First Boston.

Fitch will continue to monitor these deals.


CREDIT SUISSE: S&P Junks Rating on Two Certificate Classes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of mortgage pass-through certificates from 12 CSFB
transactions.  The ratings remain on CreditWatch with negative
implications.  Concurrently, the ratings on four other classes
from four series were lowered and placed on CreditWatch with
negative implications.  

In addition, the ratings on two classes from two series were
lowered to 'CCC' and removed from CreditWatch negative.
Furthermore, the ratings on five classes from five series were
placed on CreditWatch with negative implications.  Lastly, the
ratings 49 classes from these 13 series were affirmed.

The downgrades and negative CreditWatch placements reflect
deterioration of the credit support to the respective classes as
the transactions continue to realize losses that far exceed
monthly excess interest cash flows, thereby eroding
overcollateralization (O/C).  For series 2001-HE20, O/C has been
completely eroded, while O/C is less than half of the 0.50% target
for eight of the 13 series and below that target for the remaining
four series.

Furthermore, cash flow projections indicate that net losses will
continue to exceed excess interest cash flows. In addition, 10 of
these 13 transactions have paid down to below 10% of their
original pool balances, while the remaining three have paid down
to below 15% of their original pool balance.

Total delinquencies for these transactions range from
approximately 33% for series 2003-5 to just over 51% for series
2001-HE16.  Moreover, severe delinquencies for these transactions
average roughly 20% of the current pool balances.  Cumulative
realized losses range from approximately 1.64% for series 2003-3
to approximately 4.72% for series 2001-HE20.

Standard & Poor's will continue to closely monitor the performance
of these transactions.  If losses decline to a point at which they
no longer exceed excess interest, and the level of O/C has not
been further eroded, Standard & Poor's will affirm the ratings and
remove them from CreditWatch.  Conversely, if losses continue to
exceed excess interest and further erode O/C, Standard & Poor's
will take additional negative rating actions.

Standard & Poor's removed the ratings on the two classes that were
downgraded to 'CCC' from CreditWatch because Standard & Poor's
surveillance practices state that ratings lower than 'B-' on
classes of certificates or notes from RMBS transactions are not
eligible to be on CreditWatch negative.

The affirmed ratings reflect adequate actual and projected credit
support percentages and the shifting interest structure of the
transactions.

Credit support for these transactions is provided by
subordination, O/C, and excess interest cash flow.  The collateral
consists of 30-year, fixed- and adjustable-rate, first- and
second-lien subprime mortgage loans secured by
one- to four-family residential properties.
    
                     Ratings Lowered And Remaining
                       On Creditwatch Negative
  
                      Credit Suisse First Boston
                       Mortgage Securities Corp.

                     Mortgage-Backed Pass-Through
                     Certificates Series 2003-17

                                   Rating
                                   ------
                   Class    To                 From
                   ------   --                 ----
                   D-B-4    B/Watch Neg        BB/Watch Neg

                   CSFB Home Equity Asset Trust
              Home Equity Pass-Through Certificates

                                      Rating
                                      ------
              Series   Class     To             From
              ------   -----     --             ----
              2002-1   B-1       B/Watch Neg    BB/Watch Neg
              2002-2   B-1       B/Watch Neg    BB/Watch Neg
              2002-3   B-1       B/Watch Neg    BB/Watch Neg
              2002-5   B-1       B/Watch Neg    BB/Watch Neg
              2003-1   B-2       BB/Watch Neg   BBB/Watch Neg
              2003-2   B-1       BB/Watch Neg   BBB+/Watch Neg
              2003-3   B-2       B/Watch Neg    BB/Watch Neg
              2003-3   B-3       B-/Watch Neg   BB-/Watch Neg
              2003-5   B-2       BB/Watch Neg   BBB/Watch Neg
              2003-5   B-3       B/Watch Neg    BB-/Watch Neg
              2003-6   B-3       BB-/Watch Neg  BBB-/Watch Neg
               
                          CSFB ABS Trust
                Mortgage Pass-Through Certificates

                                       Rating
                                       ------
               Series   Class     To             From
               ------   -----     --             -----
               2001-HE16  M-2     BBB/Watch Neg  A/Watch Neg
               2001-HE16  B       B/Watch Neg    BB/Watch Neg
               2001-HE20  M-2     BB/Watch Neg   BBB/Watch Neg

                    Ratings Lowered And Placed
                     On Creditwatch Negative

                   CSFB Home Equity Asset Trust
              Home Equity Pass-Through Certificates

                                         Rating
                                         ------
                Series   Class     To              From
                ------   -----     --              ----
                2003-1   B-1       BB+/Watch Neg   BBB+
                2003-3   B-1       BB/Watch Neg    BBB+
                2003-2   M-3       BBB/Watch Neg   A
                2003-5   B-1       BB+/Watch Neg   BBB+

                   Ratings Lowered And Removed
                    From Creditwatch Negative

                  CSFB Home Equity Asset Trust
             Home Equity Pass-Through Certificates

                                    Rating
                                    ------
             Series   Class     To           From
             ------   -----     --           ----
             2003-1   B-3       CCC          B/Watch Neg
             2003-2   B-2       CCC          B/Watch Neg

                Ratings Placed On Creditwatch Negative

                    Credit Suisse First Boston
                     Mortgage Securities Corp.

                   Mortgage-Backed Pass-Through
                   Certificates Series 2003-17

                                 Rating
                                 ------
                 Class    To                 From
                 -----    --                 ----
                 D-B-3    BBB-/Watch Neg     BBB-

                   CSFB Home Equity Asset Trust

               Home Equity Pass-Through Certificates

                                       Rating
                                       ------
             Series   Class     To                From
             ------   -----     --                ----
             2002-1   M-2       A+/Watch Neg      A+
             2002-4   B-1       BBB+/Watch Neg    BBB+
             2003-3   M-3       A-/Watch Neg      A-
             2003-6   B-2       BBB/Watch Neg     BBB

                         Ratings Affirmed
     
                    Credit Suisse First Boston
                     Mortgage Securities Corp.

                   Mortgage-Backed Pass-Through
                   Certificates Series 2003-17

      Class                                          Rating
      -----                                          ------
      III-A-1, III-A-2, III-A-3, III-A-4, III-A-5    AAA
      III-A-6, III-A-7, III-X, III-P                 AAA
      D-B-1                                          AA
      D-B-2                                          A-

                          CSFB ABS Trust

                 Mortgage Pass-Through Certificates

     Series     Class                                 Rating
     ------     -----                                 ------
     2001-HE16  A                                     AAA
     2001-HE16  M-1                                   AA+
     2001-HE20  A-1, A-IO, M-1                        AAA

                   CSFB Home Equity Asset Trust

             Home Equity Pass-Through Certificates

     Series   Class                                   Rating
     ------   -----                                   ------
     2002-1   A-2, A-3, A-4                           AAA
     2002-2   A-2, A-3, A-4                           AAA
     2002-2   M-1                                     AA+
     2002-2   M-2                                     A+
     2002-3   A-2, A-4, A-5                           AAA
     2002-3   M-1                                     AA+
     2002-3   M-2                                     A
     2002-4   M-1                                     AA+
     2002-4   M-2                                     A
     2002-5   M-1                                     AA
     2002-5   M-2                                     A
     2003-1   M-1                                     AA
     2003-1   M-2                                     A+
     2003-1   M-3                                     A
     2003-2   M-1                                     AA
     2003-2   M-2                                     A+
     2003-3   M-1                                     AA
     2003-3   M-2                                     A
     2003-5   A-1, A-2                                AAA
     2003-5   M-1                                     AA
     2003-5   M-2                                     A
     2003-5   M-3                                     A-
     2003-6   M-1                                     AA
     2003-6   M-2                                     A
     2003-6   M-3                                     A-
     2003-6   B-1                                     BBB+


CUMMINS INC: Net Earnings Increase to $715 Million in Fiscal 2006
-----------------------------------------------------------------
Cummins, Inc. reported results for the full year 2006 with the
Securities and Exchange Commission.  Net sales for the year ended
Dec. 31, 2006, were $11.36 billion, compared with $9.91 billion
for the year ended Dec. 31, 2005.  The company had net earnings of
$715 million in 2006, compared with $550 million in 2005.

As of Dec. 31, 2006, the company listed total assets of
$7.46 billion, total liabilities of $4.4 billion, minority
interests of $254 million, resulting to total stockholders' equity
of $2.8 billion.

Its net cash flow from operating activities was $840 million, net
cash flow used in investing activities was $277 million, and its
net cash used in financing was $508 million, which resulted to
cash and cash equivalents of $840 million as of Dec. 31, 2006, up
from $779 million in cash and cash equivalents as of Dec. 31,
2005.  The company's marketable securities were $95 million and
$61 million for the years 2006 and 2005, respectively.

A full text copy of the company's annual report for the year ended
Dec. 31, 2006, is available for free at
http://ResearchArchives.com/t/s?1b17

                         Business Expansions

In January 2006, the company signed a joint venture agreement with
KAMAZ, Inc., a vehicle manufacturer in Russia, to produce B Series
engines under the name ZAO Cummins Kama.

After a feasibility study, the company signed an agreement in
October 2006 with Beiqi Foton Motor Co. to form a 50/50 joint
venture, Beijing Foton Cummins Engine Co., to produce two families
of Cummins light-duty, high performance diesel engines in Beijing.  
The parties are awaiting approval of the joint venture by the
Chinese government.

In July 2006, the company disclosed that it had reached agreement
with a major automotive manufacturer serving the North American
market to produce and market a light-duty, diesel-powered engine.  
In October 2006, the company said it would use an existing
facility for production of this new engine platform and that
DaimlerChrysler was its significant customer.  The first vehicles
with this engine are expected to be ready for market by the end of
the decade.

In August 2006, the company's first technical center in China was
opened in Wuhan City.  The East Asia Technical Center, a 55/45
consolidated joint venture between Cummins and Dongfeng Cummins
Engine Company Ltd., will provide engineering and technical
development services for the full range of Cummins products built
in China.

                        Sale of SEG GmbH

On Sept. 22, 2006, the company said it had reached an agreement to
sell its SEG GmbH subsidiary based in Kempen, Germany to Woodward
Governor Co.  The sale closed in the fourth quarter for about $35
million and resulted in a pre-tax gain of approximately $9
million.

Total sales of SEG were about $51 million and $72 million, for
the ten months ended Oct. 31, 2006, and for the year ended
Dec. 31, 2005, respectively.

                       Financing Matters

On May 8, 2006, the Board of Directors approved a plan to redeem
all of the 7% convertible quarterly income preferred securities
that the company issued in June 2001.  On May 9, 2006, the company
gave the trustee a formal irrevocable notification of its intent
to redeem the preferred securities.  As a result, substantially
all of the related $300 million of 7% convertible subordinated
debentures outstanding were converted into shares of the company's
common stock.

During the second quarter of 2006, the company completed its
previously announced $100 million share repurchase program.  
During the third and fourth quarters, the company purchased
500,000 shares for about $59 million.  In addition, the Board also
voted in July to increase the quarterly cash dividend per share by
20 percent to $0.36 per share.

The company's level of debt at Dec. 31, 2006, has decreased by
$556 million since Dec. 31, 2005 and its debt-to-capital ratio has
improved to 22.4 percent at Dec. 31, 2006, from 42.3 percent at
Dec. 31, 2005.  The company repaid its $250 million 9.5% notes in
December 2006, the first call date for the debt.

During 2006, the company made contributions of around $266 million
to its pension plans.  As of the end of 2006, its global pension
funding was around 88.5 percent of its obligation.

                         About Cummins, Inc.

Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes,  
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems.  Cummins serves customers
in more than 160 countries through its network of 550 Company-
owned and independent distributor facilities and more than 5,000
dealer locations.

                           *     *     *

The company's Junior Convertible Subordinated Debentures carry
Fitch's 'BB' rating with a stable outlook.


CUNNINGHAM LINDSEY: Weak Earnings Cue S&P to Lower Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Cunningham Lindsey Group Inc. to 'B-' from 'B'.

The outlook is negative.

"The downgrade reflects LIN's weak earnings and cash flow,
liquidity dependant on support from Fairfax Financial Holdings
Ltd. (Fairfax, 75% equity owner), and sizeable debt obligations
maturing in 2008," said Standard & Poor's credit analyst Damien
Magarelli.

"Also, LIN has undergone further operational changes and
restructurings in 2006 that have increased expenses without
generating increased revenues."

Total obligations to total capital decreased in 2006 to about 67%
from 72% in 2005, but this is still viewed as high leverage and is
not expected to decrease significantly further in 2007.  Interest
coverage is expected to remain low at 1.2x in 2006, below previous
expectations of 1.7x.  Lastly, the rating reflects a high degree
of exposure to currency fluctuations that creates volatility in
the financial statements.

LIN is a global claims services company with operations in Canada,
the U.S., the U.K., Europe, the Far East, Latin America, and the
Middle East.  Fairfax owns more than 75% of LIN's equity and has
been providing financial support and liquidity to LIN.

The negative outlook reflects that LIN will be unable to service
its maturing debt obligations in 2008 without external support,
either from Fairfax or through refinancing.  Fairfax is supporting
LIN's bank facility obligations explicitly, but if it is
determined that Fairfax will not continually extend its support to
LIN, the rating would immediately decrease one notch.  Also, if
LIN is unable to initiate a clear plan toward refinancing its
senior debt and bank facility obligations, the rating will fall
another notch.  If LIN is able to refinance its debt obligations,
and remove near-term liquidity concerns, a stable
outlook is possible.  

However, a sustainable track record of positive earnings and cash
flow would also be a main consideration of a stable outlook.
Standard & Poor's expects that LIN will likely measure a small net
profit in 2007, less than CDN$1 million before any tax related
benefits, asset sales, or currency related benefits.  The company
is not expected to measure profits near 2005 levels as that year
benefited from high catastrophe events as well as tax recoveries.


CVS CORP: Chancery Court Allows Vote on Caremark Merger to Proceed
------------------------------------------------------------------
In response to the decision by the Delaware Chancery Court to deny
the motions of Express Scripts, Inc. and the class plaintiffs to
postpone the Caremark RX Inc. shareholder meeting, CVS Corp.
issued this statement:

"We are extremely pleased that the decision by Chancellor Chandler
will allow Caremark's shareholders' voices to be heard.

"In his decision, Chancellor Chandler described the class
plaintiffs' motion for contempt as "theatrical and absurd" and
dismissed it "out of hand."  In addition, the court noted that
further delay will cause uncertainty and be disruptive to
Caremark's business.  Finally and most importantly, the court
noted that one is left to wonder why Express Scripts has not made
an unconditional bid.

"CVS looks forward to receiving Caremark shareholder approval for
our transformational combination next week and closing our merger
shortly thereafter.

                        About Caremark Rx

Caremark Rx Inc. (NYSE: CMX) -- http://www.caremark.com/--   
provides comprehensive prescription benefit management services to
over 2,000 health plans, including corporations, managed care
organizations, insurance companies, unions and government
entities.  Caremark operates a national retail pharmacy network
with over 60,000 participating pharmacies, seven mail service
pharmacies, and nine call centers, which have been recognized for
customer satisfaction excellence by J.D. Power & Associates.  
Caremark also has 21 specialty pharmacies accredited by the Joint
Commission on Accreditation of Healthcare Organizations, and
21 disease management programs through Accordant(R) accredited by
the National Committee for Quality Assurance.

                      About Express Scripts

Headquartered in St. Louis, Missouri, Express Scripts, Inc. --
http://www.express-scripts.com/-- provides integrated PBM  
services to over 50 million members, including network-pharmacy
claims processing, home delivery services, benefit-design
consultation, drug-utilization review, formulary management,
disease management, and medical- and drug-data analysis services.
The Company also distributes a full range of injectable and
infusion biopharmaceutical products directly to patients or their
physicians, and provides extensive cost-management and patient-
care services.  Express Scripts serves thousands of client groups,
including managed-care organizations, insurance carriers,
employers, third-party administrators, public sector, and union-
sponsored benefit plans.

                         About CVS Corp.

CVS Corp. (NYSE: CVS) -- http://www.cvs.com/-- is America's   
largest retail pharmacy, operating approximately 6,200 retail and
specialty pharmacy stores in 43 states and the District of
Columbia.  With more than 40 years in the retail pharmacy
industry, CVS serves the healthcare needs of all customers through
its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-
based health clinic subsidiary, MinuteClinic; and its pharmacy
benefit management, mail order and specialty pharmacy subsidiary,
PharmaCare.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Moody's Investors Service confirmed the Ba1 rating of CVS
Corporation's $125 million Series A-2 lease obligations.


CVS CORPORATION: Moves Shareholders' Meeting Until Late March 2007
----------------------------------------------------------------
CVS Corp. intends to once again delay to a much later date in
March 2007, a shareholders' special meeting to approve the
company's merger plans with Caremark Rx, Inc. in light of a
Delaware court's ruling on Feb. 23, 2007.  The company had
previously disclosed that its special meeting of shareholders for
the same purpose had been adjourned to March 9, 2007.

The company on Nov. 1, 2006, had entered into a definitive
agreement and plan of merger with Caremark Rx, Inc.  The agreement
is structured as a merger of equals under which Caremark
shareholders will receive 1.67 shares of common stock, par value
$0.01 per share, of CVS for each share of common stock of
Caremark, par value $0.001 per share, issued and outstanding
immediately prior to the effective time of the merger.

On Jan. 16, 2007, CVS and Caremark announced that Caremark
shareholders would receive a special one-time cash dividend of
$2 per share upon or promptly after closing of the transaction.

On Feb. 13, 2007, CVS and Caremark announced that the special
one-time cash dividend payable to Caremark shareholders upon or
promptly after closing of the transaction would be increased to
$6 per share.  On the same date, the Court of Chancery of the
State of Delaware determined that, to permit additional time for
dissemination to Caremark shareholders of certain newly filed
information, the Caremark special meeting of shareholders to
approve the merger must be postponed to a date not earlier than
March 9, 2007.  

On Feb. 23, 2007, the Court of Chancery of the State of Delaware
further delayed the Caremark shareholder vote until twenty days
after Caremark makes supplemental disclosures regarding Caremark
shareholders' right to seek appraisal and the structure of fees to
be paid by Caremark to its financial advisors.  The supplemental
disclosures were mailed to Caremark shareholders on Feb. 24, 2007,
at which time Caremark announced that its special meeting of
shareholders to approve the merger had been adjourned to March 16,
2007.

                 Changes in the Board of Directors

At the effective time of the merger, the CVS/Caremark board of
directors will consist of an equal number of directors designated
by each the parties and will have an audit committee, a management
planning and development committee, a nominating and corporate
governance committee and an executive committee.

Also, the chairman of the audit committee will be designated by
former Caremark directors that are members of the new set of board
of directors.  The chairman of each of the committee will be
designated by former CVS directors that are members of the new set
of board of directors.

At the effective time of the merger, the executive committee will
consist of four members namely, E. Mac Crawford, Thomas M. Ryan,
one member appointed by the former CVS directors and one member
appointed by the former Caremark directors.  E. Mac Crawford will
be the chairman and Thomas M. Ryan will be the chief executive
officer of CVS/Caremark and a director.  In addition, senior
management will also include Howard A. McLure as president of the
company's pharmacy services business.

                      About Caremark Rx, Inc.

Caremark Rx, Inc. (NYSE: CMX) -- http://www.caremark.com/-- is a  
pharmaceutical services company in the U.S.  The company offers
pharmacy benefit management services that involve the design and
administration of programs for prescription drug use.

                          About CVS Corp.

CVS Corp. (NYSE: CVS) -- http://www.cvs.com/-- is a retail  
pharmacy in the U.S. and operates approximately 6,200 retail and
specialty pharmacy stores in 43 states and the District of
Columbia.  With more than 40 years in the retail pharmacy
industry, CVS serves the healthcare needs of all customers through
its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-
based health clinic subsidiary, MinuteClinic; and its pharmacy
benefit management, mail order and specialty pharmacy subsidiary,
PharmaCare.

                           *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Moody's Investors Service confirmed the Ba1 rating of CVS Corp.'s
$125 million Series A-2 lease obligations.


CVS CORPORATION: Earns $1.35 Billion in Fiscal 2006
---------------------------------------------------
CVS Corp. reported net revenues of $43.81 billion for the year
ended Dec. 31, 2006, compared with net revenues of $37 billion for
the year ended Dec. 31, 2005.

Net earnings for 2006 were $1.35 billion, up from $1.21 billion a
year earlier.

As of Dec. 31, 2006, the company had total assets of
$20.56 billion, total liabilities of $10.65 billion, resulting to
total stockholders' equity of $9.91 billion.

Cash and cash equivalents in 2006 were $530.7 million, as compared
with $513.4 million in 2005.

                      Credit Facilities and Notes

The company maintains a $675 million, five-year unsecured back-up
credit facility, which expires on June 11, 2009 and a $675 million
five-year unsecured backup credit facility, which expires on
June 2, 2010.

In preparation for the consummation of the acquisition of the
Standalone Drug Business, the company entered into a $1.4 billion,
five-year unsecured back-up credit facility, which expires on
May 12, 2011.

As of Dec. 30, 2006, the Company had no outstanding borrowings
against the credit facilities. The weighted average interest rate
for short-term debt was 5.3% and 3.3% as of Dec. 30, 2006 and
Dec. 31, 2005, respectively.

On Aug. 15, 2006, the Company issued $800 million of 5.75%
unsecured senior notes due Aug. 15, 2011 and $700 million of
6.125% unsecured senior notes due Aug. 15, 2016.  Net proceeds
from the Notes were used to repay a portion of the outstanding
commercial paper issued to finance the acquisition of the
Standalone Drug Business.

             Acquisition of a Standalone Drug Business

On June 2, 2006, CVS acquired for $4 billion the assets and
liabilities of Albertson's, Inc., including the latter's 700
standalone drugstores and a distribution center.  CVS financed the
acquisition of the Standalone Drug Business by issuing commercial
paper and borrowing $1 billion from a bridge loan facility.

During the third quarter of 2006, CVS repaid a portion of the
commercial paper used to finance the acquisition with the proceeds
received from the issuance of $800 million of 5.75% unsecured
senior notes due Aug. 15, 2011 and $700 million of 6.125%
unsecured senior notes due Aug. 15, 2016.

During the fourth quarter of 2006, CVS sold a substantial portion
of the acquired real estate through a sale-leaseback transaction,
the proceeds of which were used in retiring the bridge loan
facility.       

                      Merger with Caremark Rx

The company on Nov. 1, 2006, had entered into a definitive
agreement and plan of merger with Caremark Rx, Inc.  The agreement
is structured as a merger of equals under which Caremark
shareholders will receive 1.67 shares of common stock, par value
$0.01 per share, of CVS for each share of common stock of
Caremark, par value $0.001 per share, issued and outstanding
immediately prior to the effective time of the merger.

Currently, the company intends to once again delay to a much later
date in March 2007, a shareholders' special meeting to approve the
company's merger plans with Caremark Rx, Inc. in light of a
Delaware court's ruling on Feb. 23, 2007.  The company had
previously disclosed that its special meeting of shareholders for
the same purpose had been adjourned to March 9, 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b0b

                          About CVS Corp.

CVS Corp. (NYSE: CVS) -- http://www.cvs.com/-- is a retail  
pharmacy in the U.S. and operates approximately 6,200 retail and
specialty pharmacy stores in 43 states and the District of
Columbia.  With more than 40 years in the retail pharmacy
industry, CVS serves the healthcare needs of all customers through
its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-
based health clinic subsidiary, MinuteClinic; and its pharmacy
benefit management, mail order and specialty pharmacy subsidiary,
PharmaCare.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Moody's Investors Service confirmed the Ba1 rating of CVS Corp.'s
$125 million Series A-2 lease obligations.


DAIMLERCHRYSLER AG: Shareholders Want Chrysler Deal Investigated
----------------------------------------------------------------
DaimlerChrysler AG shareholders Ekkehard Wenger and Leonhard Knoll
are calling for special audits that could lead to damage claims
against the company's supervisory board, in a new sign of friction
between investors and management of the German-U.S. car maker,
Matthias Krust of The Wall Street Journal reports.

The two investors, WSJ says, have succeeded in amending the agenda
of the company's April 4 annual shareholders meeting to include a
motion that, if successful, would require an audit of the 1998
takeover of the former Chrysler Corp. by the former Daimler-Benz
AG.

According to the report, Messrs. Wenger and Knoll say company
officials did not calculate the companies' value correctly and
that DaimlerChrysler management added a 30% premium to the market
value of the Chrysler shares when determining the exchange ratio
used for the merger of both companies.

In response, DaimlerChrysler said in a statement cited by WSJ that
there is no reason for the requested investigations.

As reported in the Troubled Company Reporter on March 8, 2007, the
Journal said that DaimlerChrysler Chief Executive Officer Dieter
Zetsche confirmed his company is talking to General Motors Corp.
about sharing the costs of future sport-utility vehicles, but he
and GM's CEO stayed mum about whether GM could try to buy its
Chrysler arm outright.

According to that report, Mr. Zetsche reiterated that the auto
maker is considering "all options" for Chrysler, including a
possible sale, which move came amid rising investor frustration
over the division's losses.

                       Lower February Sales

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

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

                      About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER AG: Sells EUR2 Billion 4.375% Bonds Due March 2010
------------------------------------------------------------------
DaimlerChrysler AG sold EUR2 billion of 4.375% bonds due March
2010 at a yield premium or a spread of 35 basis points over the
mid-swaps rate, the Budapest Business Journal reports citing
Bloomberg as its source.

Investors earlier demanded the highest risk premiums to hold the
company debt in at least a month after a rise in supreme mortgage
failures.

According to Mahmoud El-Shaer, who helps manage about US$35
billion of fixed-income assets for State Street Investment
Management in London, the market is entering into a more normal
phase following a period of volatility, BBJ relates.

Mr. E-Shaer said speculations that DaimlerChrysler will
successfully find a buyer for its unprofitable Chrysler division
may have also helped boost demand for the bonds.

However, a company spokeswoman refused to disclose details on how
the automobile manufacturer intends to use the proceeds of the
sale.

According to data compiled by Bloomberg, DaimlerChrysler has up to
EUR8.3 billion of bonds maturing this year.  Commerzbank AG, Royal
Bank of Scotland Group Plc and UniCredit SpA is managing the sale
of the debt.

The company's bonds reported a gain on Feb. 14 after
DaimlerChrysler CEO Dieter Zetsche disclosed that his company is
keeping all options open, including a sale or possible
partnerships, for its loss-making Chrysler division.

                       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 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.


DALRADA FINANCIAL: Incurs $679,000 Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------------
Dalrada Financial Corp. disclosed a net loss of $679,000, despite
an increase in total revenues of $58.94 million for the second
quarter ended Dec. 31, 2006, compared with a net income of
$3.42 million on total revenues of $17.83 million for the second
quarter ended Dec. 31, 2005.  

The 2006 second quarter net loss is attributed to the company's
higher expenses incurred, which consisted of temporary staffing
costs of $29.1 million, professional employer organization
services costs of $24.65 million, and products and other costs
of $9,000.  PEO services costs incurred for the quarter ended
Dec. 31, 2005 was much lower at $299,000.  In addition, the
company also incurred higher interest expense for the current
quarter with $1.82 million, as compared with $140,000 for the
year-ago quarter.

The company's acquisition of All Staffing, Inc. in September 2006
has significantly caused increases in the company's PEO services
revenues and expenses for the quarter ended Dec. 31, 2006,
compared to the prior-year quarter.

For the six months ended Dec. 31, 2006, the company had a net
loss of $3.91 million on total revenues of $95.9 million, as
compared with a net income of $3.15 million on total revenues
of $29.86 million for the same period in 2005.

As of Dec. 31, 2006, the company listed $21.83 million in total
assets, $46.76 million in total liabilities, and $550,000 in
minority interests, resulting to $25.47 million in total
stockholders' deficit.

The company's Dec. 31, 2006, balance sheet also showed strained
liquidity with $13.53 million in total current assets available
to pay $42.04 million in total liabilities coming due within the
next 12 months.

Full-text copies of the company's quarter financials for the
period ended Dec. 31, 2006, are available for free at:

                http://ResearchArchives.com/t/s?1b10

                 Acquisition of All Staffing, Inc.

On Sept. 12, 2006, DFCO acquired all the outstanding stock for All
Staffing, Inc., a Tennessee corporation for $500 in cash and note
payable and a warrant to purchase 450,000 shares to DFCO's stock,
to be valued at $3,000 around 36 months after issuance, subject to
adjustment.

All Staffing, Inc, established in 1991, is a Professional Employer
Organization in Lansford, PA.  The company has clients in
Pennsylvania, New Jersey and New York.  All Staffing provides
human resource outsourcing and benefit administration, payroll and
tax processing for the benefit of all the Dalrada Financial
companies.

                      About Dalrada Financial

Headquartered in San Diego, California, Dalrada Financial
Corp. (OTCBB: DFCO) -- http://www.dalrada.com/-- provides  
a number of professional services related to human resources for
businesses.  Dalrada provides a variety of innovative financial
services to businesses, including comprehensive human resource
administration, workers' compensation coverage, and extensive
employee benefits such as health insurance, HSA savings plans,
125 cafeteria plans, deferred compensation plans, and 401(k)
plans.  Dalrada also offers debit card payroll accounts and
payroll advances.  These services enable small to medium-size
employers to offer benefits and services to their employees that
are generally available only to large companies.

Dalrada provides services through its wholly owned subsidiaries
and division, SourceOne Group, Inc., Master Staffing and Heritage
Staffing.  The Solvis Group, Inc., (OTC: SLVG), its 90% owned
subsidiary, includes several operating units, including
CallCenterHR(TM), Worldwide of California, and M&M Nursing.
Solvis also operates Imaging Tech, Inc., whose proprietary
product, PhotoMotion(TM), is a patented color medium of multi-
image transparencies.


DANA CORP: Retirees Panel Objects to Unilateral Termination Motion
------------------------------------------------------------------
The Official Committee of Non-Union Retirees of Dana Corp. and its
debtor-affiliates asks the Honorable Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York to deny the
Unilateral Termination Motion.

As previously reported, the Debtors have asserted that the non-
union pension benefits are not "vested" and are subject to
termination on contractual grounds and under the Employee
Retirement Income Security Act of 1977.

The Official Committee of Non-Union Retirees argues that the
totality of information the Debtors provided to the non-union
retirees mandates a finding that the non-union pension benefits
are vested under Second Circuit law.

The Debtors relied on incomplete and misleading documents and
ignored applicable Summary Plan Descriptions and the historical
changes of the applicable pension plans at issue and other
written materials routinely provided to their employees, the
Retirees Committee contends.

Trent P. Cornell, Esq., at Stahl Cowen Crowley, LLC, in Chicago
asserts that the Debtors' non-union retirees fall into
one of the three Pension Plans and all have vested benefits.

As a general rule, retiree welfare plans are not presumed to
vest, Mr. Cornell concedes.  The Second Circuit, however, has
repeatedly held that welfare plans are in fact vested when
promised by or offered as lifetime benefits by an employer.

The Second Circuit also held that welfare benefits are deemed
"vested" when there is writing reflecting the intent, Mr. Cornell
notes.  In In re Schonholz v. Long Island Jewish Medical Center,
87 F.3d 72, 77 (2nd Cir. 1996), the standard with respect to
writings required to establish vesting is that a retiree or
employee merely "point to written language capable of reasonably
being interpreted as creating a promise to . . . vest . . .
benefits."

Mr. Cornell informs the Court that since 1983, the Debtors have
modified their non-union retirees' pension benefits and inserted
unilateral termination languages on the benefit plans.  The
Debtors have also sent letters and memos to non-union employees
that their pension benefits are company expenses, Mr. Cornell
adds.

The modifications of the benefit plans over the years have
resulted to many separate claims asserted by the retirees against
the Debtors under ERISA, Mr. Cornell says.

The Retirees Committee asserts that the proper standard to use in
the Debtors' Unilateral Termination Motion is Section 1114 of the
Bankruptcy Code and not Section 363.

Section 1114 prohibits a debtor from terminating or modifying any
retiree benefits during a Chapter 11 case unless the debtor
complies with the procedures and requirements of the Section,
regardless of whether the debtor has the contracted right to
unilaterally terminate the benefits, Mr. Cornell relates.  In
addition, Section 1114 contains no carve outs or any exceptions
for situations where a debtor has an asserted "contractual" or
ERISA-based right to unilaterally terminate benefits.

A finding that the non-union benefits plans are vested does not
prohibit the Debtors from modifying the plans, Mr. Cornell
maintains.  A finding of vesting, however, will directly affect
the unsecured claim the Retirees will have if the Plans are
modified under Section 1114.  Under Section 1114, the Retirees
can assert an unsecured claim amount equal to any reduction of
their benefits.

            Creditors Committee, et al. Support Debtors

The Official Committee of Unsecured Creditors and an ad hoc
committee of Dana Corporation noteholders support the Debtors'
Unilateral Termination Motion to the extent that it does not
result to the existence of a dilutive rejection damages claim
from the non-union retirees.

The Committees point out that if the non-union pension benefits
are terminated, the Debtors' estates will save more than
$35,000,000 in 2007 alone.

The Creditors Committee asserts that to the extent the Court
determines that the Debtors have the unilateral right to
terminate the non-union pension benefits, no rejection damages
claim can result.

On behalf of the Creditors Committee, Thomas Moers Mayer, Esq.,
at Kramer Levin Naftalis & Frankel, LLP, in New York, notes that
the Bankruptcy Code does not provide the non-union retirees with
a claim for damages they would not have been entitled to outside
of bankruptcy.

                         Debtors Talk Back

Corinne Ball, Esq., at Jones Day, in New York, argues that the
Debtors have met their burden under Section 363 based on the
significant savings to the estates from the termination of the
non-pension retiree benefits.

Ms. Ball tells the Court that the Retirees Committee has not
pointed to any affirmative language in the relevant plan
documents that demonstrates a promise to provide benefits for the
life of a beneficiary -- a showing that is necessary to establish
"vesting" in the Second Circuit.

The Debtors maintain that application of the proper legal
standard demonstrates that the non-pension retiree benefits of
non-union retirees and active employees are not "vested."

The Retirees Committee mischaracterized the legal standard for
determining whether the welfare benefits vest, Ms. Ball says.  
The quoted language from In re Schonholz addresses the standard
for surviving summary judgment, not for prevailing on the merits
of a vesting claim.  Thus, when an employee points to language
"capable of reasonably being interpreted" as promising vested
benefits, he is merely entitled to present his case to a trier of
fact.  To prevail on a vesting claim, according to Ms. Ball, the
employee must prove to the trier of fact by a preponderance of
the evidence that the employer intended the benefits to vest.

Ms. Ball relates that a claim with respect to lost welfare
benefits is preempted by ERISA.  Under Section 1132(a)(1)(B) of
ERISA, an ERISA plan participant or beneficiary may bring a civil
action to recover benefits, enforce rights or clarify rights
within an applicable statute of limitations.  Because "ERISA does
not prescribe a limitations period for actions under Section, the
controlling limitations period is that specified in the most
nearly analogous state limitations statute." Miles v. New York
State Teamsters Conference Pension and Retirement Fund Employee
Pension Benefit Plan, 698 F.2d 593, 598 (2d Cir.)(citation
omitted), cert. denied, 464 U.S. 829(1983).

In the Second Circuit, an ERISA claim accrues on a clear
repudiation by the plan that is known, or should be known, to the
plaintiff, Ms. Ball adds.

The Retirees Committee has conceded that since 1983, various
substantial modifications were made to the Brown Book.  Hence,
the Debtors' employees were on actual notice of the modifications
not later than Jan. 1, 1983, Ms. Ball contends.  The retirees
covered under the Retiree Flex, on the other hand, were notified
of the modifications of their benefits on or about Jan. 1, 1993.

Hence, Ms. Ball asserts, the Brown Book Retirees' claims became
time barred under the applicable six-year statute of limitations
no later than Jan. 1, 1989, and the Retiree Flex Retirees' claims
became time barred no later than Jan. 1, 1999.

Ms. Ball adds that the Debtors may terminate unvested retiree
benefits without resort to Section 1114 of the Bankruptcy Code.  
By its terms, Section 1114(1) merely prevents a debtor from
circumventing Section 1114 by terminating benefits during the six
months prior to bankruptcy, according to Ms. Ball.  

Accordingly, the Debtors ask the Court to overrule the Retirees
Committee's objection to the Unilateral Termination Motion.

                          About Dana Corp.

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.  (Dana Corporation Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Panel Wants Retiree Benefits Modified
------------------------------------------------
The Official Committee of Unsecured Creditors asks the Honorable
Burton R. Lifland of the U.S. Bankruptcy Court for the Southern
District of New York to authorize Dana Corp. and its debtor-
affiliates to modify the Retiree Benefits, subject to a finding
that the resulting damage claim will not dilute creditor
recoveries.

As previously reported, the Debtors asserted that rejection of
their collective bargaining agreements and modification of their
retiree benefits will enable them to save $100,000,000 to
$150,000,000 in annual cash costs.

The Official Committee of Unsecured Creditors contends that the
cash savings, while substantial, could be illusory to the extent
that it could result in huge and dilutive rejection damage claims
against the Debtors' estates.

The union and non-union retirees have asserted that their damages
claims with respect to the termination of their benefits alone
will total more than $1,400,000,000, Thomas Moers Mayer, Esq., at
Kramer Levin Naftalis & Frankel, LLP, in New York, points out.

The size of a rejection damage claim is relevant in determining
whether the conditions for relief under Sections 1113 and 1114 of
the Bankruptcy Code have been met, Mr. Mayers contends.  While
the Creditors Committee generally supports the termination of
Retiree Benefits under Section 1114, Mr. Mayers says its support
is conditioned on a finding that the resulting claims, if any,
will not reduce creditor recoveries.

The Creditors Committee suggests that the Debtors provide more
evidence as to the amount of the rejection claims, if any, as
part of the Section 1114 process.

With regard to the Debtors' request to reject their CBAs, the
Creditors Committee says it does not have enough information to
determine whether or not the request will actually increase
creditor recoveries.  The Creditors Committee, hence, takes no
position at this time on the Section 1113 request, but will
develop its position as discovery progresses and after the
Debtors and the Unions provide additional information.

               Unions Reply to Committee's Argument

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America; and the United Steel,
Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union assert that
their efforts to address the Debtors' Section 1113/1114 proposals
should not be additionally burdened by the Creditors Committee's
insistence on a claims adjudication that would otherwise occur
after the Court has granted the Debtors' requests and the Unions
have actually calculated and asserted their claims.

Babette A. Ceccotti, Esq., at Cohen, Weiss and Simon, LLP, in New
York, points out that the Creditors Committee's single-minded
focus demonstrates the merits of the Seventh Circuit's ruling In
re UAL Corp., 408 F.3d 847, 851 (7th Cir. 2005) that third
parties with merely a financial stake in the outcome of a Section
1113 proceeding do not have a standing to participate as
"interested parties" at the hearing.

The Creditors Committee wanted the Court to embark on what would
be a protracted and complex claim litigation designed to purely
address its support for the Debtors' request, Ms. Ceccotti notes.  
The principal goal of Sections 1113 and 1114 to promote
negotiated solutions is clearly undermined by an expansion of the
litigation as proposed by the Creditors Committee, Ms. Ceccotti
avers.

The Unions believe that the Creditors Committee only seeks to
complicate and exacerbate the already fractious process.

Thus, the Unions ask the Court to reject the Creditors
Committee's effort to interject itself into the Section 1113/1114
process.

                         Debtors Talk Back

None of the objectors disputed the fact that the Debtors'
operating structure is not sustainable and that the Section
1113/1114 proposals would generate cash savings of more than
$100,000,000 annually, Corinne Ball, Esq., at Jones Day, in New
York, points out.

The Debtors maintain that they have provided all the information
necessary for all interested parties to make an informed
evaluation of the Proposals.  The Debtors admit that they have
not provided their 2008 and beyond financial projections because
they are not yet complete.

The Debtors assert that it cannot achieve the operating profit
margins it needs to compete by repatriating cash from foreign
operations:

   1. The Official Committee of Non-Union Retirees "projections"
      of the Debtors' future liquidity neither account for the
      repayment of the Debtors' $900,000,000 DIP term loan nor
      the reduction in liquidity that will result upon emergence
      from Chapter 11, when the Debtors must pay its
      administrative claims, reclamation claims, contract cure
      payments, success fees, professional fee hold-backs, and
      priority and other secured claims.

   2. The Debtors' ability to repatriate cash from its foreign
      operations is severely limited by a number of constraints.

   3. Repatriation does nothing to address the core problem that
      threatens the Debtors' continued viability -- the current
      cost structure of the consolidated enterprise is simply not
      sustainable.

The Debtors contend that they cannot survive as a viable entity
without eliminating their obligations to pay long-term retiree
healthcare and welfare benefits.

Ms. Ball maintains that the Debtors' Proposals treat all parties
fairly and equitably.  The Debtors have also negotiated in good
faith, Ms. Ball continues.  The Debtors have made it clear to the
Retirees Committee that they are ready to negotiate all other
aspects of the Proposals, including details and funding of the
proposed Voluntary Employees' Benefit Association.

The evidence at trial will show that the Debtors have not
proposed below-market wages, Ms. Ball avers.  There is no merit
to the Unions' assertions that the Debtors cannot retain a
productive workforce if the Proposals are implemented, Ms. Ball
adds.

"When the unions and retirees make demands that are not
economically feasible and offer no alternatives that would permit
the debtor to reorganize successfully, they do not have 'good
cause' to reject the debtor's proposal," Ms. Ball asserts.

The Unions and the Official Committee of Unsecured Creditors have
not proposed any alternatives to the Section 1113/1114 proposals
that will generate the cost savings and revenue enhancements that
the Debtors need to achieve the operating profit margins required
to emerge from bankruptcy and compete as a viable entity in the
global marketplace, Ms. Ball tells the Court.

The International Association of Machinists and Aerospace Workers
have argued that it is entitled to ignore Section 1113 proposals
with respect to its CBAs at the facilities in Churubusco,
Ind.; Robinson, Ill.; and Manchester, Mo., because the CBAs were
extended after their bankruptcy filing, thus making the
CBAs postpetition contracts.  "Extension of a prepetition
contract during the course of a Chapter 11 case, absent other
material modifications, does not create a new postpetition
contract," Ms. Ball contends.

                          About Dana Corp.

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.  (Dana Corporation Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANIEL WEBSTER: Moody's Affirms B1 Rating on 1999 and 2001 Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed its B1 rating on Daniel
Webster College's Series 1999 and 2001 bonds which were issued
through the New Hampshire Health and Educational Facilities
Authority.  The College has $16.6 million of debt rated by Moody's
and $22.3 million of total outstanding debt, including bonds,
various capital leases, notes payable, and a line of credit.  The
College's rating outlook remains negative reflecting Moody's
concerns about enrollment declines in fall 2006, continued tight
operating performance and debt service coverage, and a lack of
financial resources to cushion any unexpected operational
challenges.

Legal security:

Obligations under the loan agreements are a general obligation of
College.  The bonds are secured by debt service reserve funds, a
pledge of the College's gross receipts, and a first priority
mortgage on and security interest in substantially all of the
College's land, building, and equipment at its Nashua, New
Hampshire campus, subject to permitted encumbrances.

In addition to the rated bonds, the College had approximately
$2.5 million outstanding on a line of credit as of June 30, 2006.
The line of credit is annually renewable by the bank, payable on
demand by the bank, and is secured by certain accounts receivable
and a first security interest in certain aircraft owned by the
College.  As of the end of FY 2006, Daniel Webster also had
$2.9 million of notes payable outstanding which are collateralized
by certain aircraft and vehicles.

Debt-Related Rate Derivatives:

None

Strengths:

   * Resumed growth of net tuition revenue and net tuition per
     student after two years of declines ($15,155 net tuition per
     student in FY 2006), a critical credit factor as the College
     relies on student charges for over 90% of its operating
     revenue

   * Increased application volume for fall 2007 admission, with
     management reporting that applications for the traditional
     undergraduate day division program at its Nashua, New
     Hampshire campus exceed the number received at the same point     
     in 2003-2006; however, application volume for the College's
     aviation flight operations program, which represent over one-
     third of day enrollment, continues to decline and management
     is focused on diversifying program enrollment and revenue
     sources in order to compensate for the declining interest in
     the aviation programs

   * Legal structure provides some additional bondholder security,
     including debt service reserve funds, first priority
     mortgage, pledge of gross receipts, and rate covenant.

Challenges:

   * Negative financial resource base, excluding plant equity
     (-$2.6 million of total financial resources in FY 2006).  The
     College's lack of financial resources and reliance on a line
     of credit for seasonal cash flow needs leave it with little
     margin for error

   * Declining enrollment in the College's degree completion
     (EXCEL) and continuing education programs, contributing to a
     10% decline in total full-time equivalent (FTE) enrollment in
     fall 2006. Daniel Webster's small enrollment size (852 FTE)
     and heavy dependence on student charges make it very
     vulnerable to any fluctuations in enrollment.  The declines
     in these specific programs were offset by a nearly 11%
     increase in the traditional day student population in fall
     2006.

   * Thin operating performance and debt service coverage
     (-1.9% three-year average operating margin and 1.1x average
     debt service coverage).  Moody's decision to maintain the B1
     rating at this time heavily incorporates management's
     projections for FY 2007 operating performance.  Despite the
     enrollment delcline, management is forecasting breakeven
     operating performance for FY 2007, compared to -$625,000 and
     -$500,000 deficits generated in FY 2005 and 2006,
     respectively.  The FY 2007 budget incorporated anticipated
     enrollment declines and operating expenses were essentially
     held flat in the current fiscal year.

   * Significant capital needs and capital intensive program as a
     result of aviation programs.  The College is in the early
     stages of evaluating different opportunities to work with
     private developers to construct additional student housing
     and a student union on campus.  Moody's would need to
     evaluate the sources of payment and legal structure for these
     proposed projects in order to assess their specific credit
     impact.

Recent Developments:

Daniel Webster has been notified of a dispute involving the estate
of a major contributor to the College and has been named as a
party in the lawsuit.  The plaintiff is seeking recovery of
approximately $1.7 million in contributions made to the College.
Attempts to settle this matter out of court have been unsuccessful
to-date, and a court date is set for May 2007.  Moody's will
continue to monitor the progress and outcome of this lawsuit and
will assess the potential credit impact as more information
becomes available.

Outlook:

The negative outlook reflects Moody's concerns about recent
enrollment declines and demonstrated weaker interest in the
College's flight operations program.  The outlook also reflects
the College's weak debt service coverage, thin liquidity and
reliance on line of credit for seasonal cash flow needs, as well
as uncertainty over the resolution and financial impact of the
lawsuit proceedings.

What could change the rating -- up

Significant growth of financial resources coupled with enrollment
growth and stronger annual cash flow and debt service coverage.

What could change the rating -- down

Financial liability related to lawsuit; additional borrowing;
further enrollment declines resulting in deepening of operating
deficits and weaker cash flow.

Key Indicators:

   * Total Full-Time Equivalent Enrollment: 852 FTE

   * Total Financial Resources: -$2.6 million

   * Total Direct Debt: $22.3 million

   * Expendable Financial Resources to Debt: -0.2x

   * Expendable Financial Resources to Operations: -0.2x

   * Three-Year Average Operating Margin: -1.1%

   * Operating Cash Flow Margin: 10.2%

   * Three-Year Average Debt Service Coverage: 1.1x

Rated Debt:

   * Series 1999 and 2001: B1


DELHPI CORP: InPlay Sells $7.5 Million Settlement Claim
-------------------------------------------------------
InPlay Technologies(R) disclosed Monday that it sold its allowed
$7.5 million general unsecured non-priority claim against Delphi
Automotive Systems LLC.

InPlay sold the claim for a value no less than the face amount of
the allowed claim.

In February 2007, the U.S. Bankruptcy Court for the Southern
District of New York approved a settlement agreement between
InPlay and Delphi under which InPlay was granted an allowed
general unsecured non-priority claim against Delphi Automotive
Systems, LLC in the amount of $7.5 million.

InPlay's claim stems from an agreement signed between Duraswitch
and Delphi in 2000. Delphi paid a non-refundable payment of
$4 million and committed $12 million minimum royalties to
Duraswitch through 2007 for exclusive rights to use Duraswitch
technologies in the automotive industry.

Delphi had paid $3 million of that $12 million commitment to
InPlay, with an additional $3 million due in July 2006 and
$6 million in July 2007.  As part of its bankruptcy filing in
October 2005, Delphi filed a motion seeking rejection of this
agreement under relevant bankruptcy law.  The Court allowed the
rejection subject to InPlay's right to claim damages for the
breach of the agreement.  InPlay subsequently filed a damages
claim for the remaining $9 million in minimum royalties.

                  About InPlay Technologies

InPlay Technologies -- http://www.inplaytechnologies.com/--
(NASDAQ: NPLA) develops, markets and licenses proprietary emerging
technologies.  Working with its licensees and OEM customers,
InPlay offers technology solutions that enable innovative designs
and improved functionality for electronic products.  The company's
MagicPoint(R) technology is the only digital-based pen-input
solution for the rapidly growing tablet PC and mobile computing
markets.  Its Duraswitch(R) brand of electronic switch
technologies couples the friendly tactile feedback of mechanical
pushbuttons and rotary dials with the highly reliable, thin
profile of membrane switches, making it ideal in a wide range of
commercial and industrial applications.  InPlay is focused on
further commercializing these technologies and seeking additional
innovative technologies to enhance its portfolio.

                         About Delphi

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  The Debtors' exclusive plan-filing period expires
on July 31, 2007.


DELPHI CORP: Plan Investors Extend Termination Deadline
-------------------------------------------------------
David M. Sherbin, vice president, general counsel, and chief
compliance officer of Delphi Corporation, disclosed in a Form 8-K
filing with the Securities and Exchange Commission that Delphi
and the Plan Investors entered into an amendment of the Equity
Purchase Commitment Agreement on Feb. 28, 2007.

The Plan Investors are:

   -- A-D Acquisition Holdings LLC, an affiliate of Appaloosa
      Management L.P.;

   -- Harbinger Del-Auto Investment Co. Ltd., an affiliate of
      Harbinger Capital Partners Master Fund I, Ltd.;

   -- Dolce Investments LLC, an affiliate of Cerberus Capital
      Management, L.P.;

   -- Merrill Lynch, Pierce, Fenner & Smith Incorporated; and

   -- UBS Securities LLC.

Under the EPCA Amendment, the date by which Delphi, A-D
Acquisition Holdings, LLC, or Dolce Investments LLC have the
right to terminate the EPCA on account of Delphi not having
completed tentative labor agreements with its principal U.S.
labor unions and a consensual settlement of legacy issues with
General Motors Corporation is extended beyond Feb. 28, 2007,
to a future date to be established pursuant to a 14-day notice
mechanism among the parties.

Delphi, ADAH and Dolce have agreed not to exercise the
termination right before March 15, 2007, Mr. Sherbin relates.

The EPCA Amendment also extends the deadline to make certain
regulatory filings under the federal anti-trust laws in
connection with the framework transaction.

A full-text copy of the EPCA Amendment is available for free at
the Securities and Exchange Commission:

               http://ResearchArchives.com/t/s?1a90

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  

The Debtors' exclusive plan-filing period expires on July 31,
2007. (Delphi Corporation Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DELPHI CORP: Seeks Approval of Valeo/Metcalf Transaction
--------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the Honorable
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York to authorize an affiliate, Delphi Automotive
Systems, LLC, to enter into a Purchase Agreement, Assignment
Agreement, Lease, Sublease, and Escrow Agreement, and effectuate
the Valeo/Metcalf Transaction.

The Purchase Agreement, Assignment Agreement, Lease, Sublease,
and Escrow Agreement were negotiated at arm's-length and in good
faith, John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago says avers.  

Moreover, the Debtors' entry into the Transaction will generate
$123,000,000 worth of net savings over 10 years, with a one-time
capital spending and expenses of approximately $41,000,000 over
two years.

The Debtors also seek the Court's permission to reject two of
their property leases in connection with their entry into and
consummation of the Transaction.

The Debtors have determined that it would be strategically
advantageous to consolidate multiple office and technical sites
in Michigan and Illinois into one new location in Michigan.
Subsequently, in the latter part of 2006, the Debtors conducted a
search for a facility that would allow them to meet their
objective.

In October 2006, the Debtors located an appropriate site in
Auburn Hills, Michigan.  The Property comprises approximately of
347,000 square feet of office space and 90,000 square feet of lab
space situated on roughly 35 acres of land.

The Property will allow the Debtors to locate a single state-of-
the-art technical center closer to their major customers like
General Motors Corp., Ford, DaimlerChrysler, and Hyundai,
Mr. Butler says.

After locating the Property, the Debtors proceeded to negotiate a
multiparty transaction pursuant to which the Property would be
acquired by a third-party investor and leased to Delphi
Automotive Systems, LLC.  DAS negotiated with the Property's
current owner, Valeo Electrical Systems, Inc., to acquire the
Property for $33,000,000.

Over a period of several months, the Debtors solicited offers
from numerous parties for proposals to purchase the Property and
lease it to DAS on an initial 10-year lease term, Mr. Butler
relates.  After reviewing more than 10 offers, the Debtors
determined that the Metcalf Family Trust presented the best
offer.

The agreements that make up the Valeo/Metcalf Transaction include
a purchase agreement, an assignment agreement, a lease, a
sublease, and an escrow agreement.

                        Purchase Agreement

To effectuate the Transaction, DAS executed a Purchase Agreement
and immediately assigned the Purchase Agreement to Metcalf under
an Assignment Agreement.  Once Metcalf closes the transactions
contemplated under the Purchase Agreement and attains possession
of the Property, the Lease from Metcalf to DAS will commence.

The parties have agreed that DAS and Metcalf will have until
April 6, 2007, to complete their due diligence of the Property
and title.  Prior to the expiration of the Due Diligence Period,
Metcalf is required to give written notice of its approval of the
Property to Valeo.

Within three business days of execution of the Purchase
Agreement, Metcalf will deposit $825,000 with a title company.
After giving the Approval Notice, Metcalf will deposit an
additional $825,000 with a title company.  Once the Approval
Notice is sent to Valeo, the Deposit will be non-refundable.

The parties have slated April 30, 2007, as the closing date of
the Purchase Agreement.

A full-text copy of the Purchase Agreement, with attached copies
of the Sublease and the Escrow Agreement, is available for free
at http://ResearchArchives.com/t/s?1b28

                       Assignment Agreement

In addition to assigning the Purchase Agreement to Metcalf, the
Assignment Agreement provides that if the Lease Transaction is
terminated through DAS' direction and through no fault of
Metcalf, DAS will compensate Metcalf up to $50,000 for its actual
and reasonable expense.

Pursuant to the Assignment Agreement, Metcalf will assign to DAS
LLC its interest, if any, in any rents collected under the
Sublease between DAS and Valeo.

A full-text copy of the Assignment Agreement between DAS and
Metcalf is available for free at:

               http://ResearchArchives.com/t/s?1b29

                              Lease

The Lease provides for an initial term of 10 years, with two
optional additional terms of five years each.  The monthly base
rental for the initial 10-year term is $268,125, or $7.35 per
square foot, per annum.  DAS will be responsible for all
operating expenses and real estate taxes.  As a result, the
effective cost per square foot, including base rent and operating
costs, is approximately $19.98 for the first year.

DAS relates that its extensive market analysis indicate that the
rental rate is within market rates for similar situated
properties.

A full-text copy of the Lease between DAS and Metcalf is
available for free at http://ResearchArchives.com/t/s?1b2a

                             Sublease

Under the Sublease, Valeo will sublet a portion of the Property
from DAS while it transitions out of the Property.  For the first
120 days after the effective date of the Lease, Valeo will sublet
141,800 square feet from DAS.  For the succeeding 30 days, Valeo
will sublet 57,000 square feet.  Prior to the 150th day after the
Lease' effectivity, Valeo will completely depart from the
Property and the Sublease will terminate by its terms.

The total rent for the Sublease term amounts to $780,250,
provided that Valeo does not elect to exit the Property before
the end of the Sublease, Mr. Butler notes.  The Sublease will
therefore enable DAS to earn revenue from a portion of the
Property while it is transitioning certain operations to the
Property.

                         Escrow Agreement

As security for the rent due under the Sublease and to protect
DAS from any potential damages related to its subtenancy, Valeo
will deposit $880,250 into escrow under the terms of an Escrow
Agreement.

The size of the Property, according to Mr. Butler, will enable
the Debtors to consolidate six of their leased office and
technical centers in Michigan and Illinois and a portion of one
owned site in Flint, Michigan.  The facilities that would be
moved to the Property or other Delphi facilities and their
current lease end dates are:

                                                       Lease
   City            State  Address                     End Date
   ----            -----  -------                     --------
   Brighton          MI   12501 East Grand River      06/30/2008
   Troy              MI   1322 Rankin                 04/30/2007
   Troy              MI   1441 Long Lake Road         04/30/2007
   Troy              MI   1401 Crooks Road            03/31/2010
   Shelby Township   MI   51786 Shelby Parkway        07/31/2010
   Downers Grove     IL   3110 Woodcreek Drive        08/14/2010
   Flint             MI   1601 North Averill Avenue   N/A

With respect to the Brighton, Rankin, and Long Lake facilities,
the Debtors would vacate those facilities and complete the
transition of the functions performed in those facilities to the
Property by the end of the current lease terms for each of the
facilities.  With respect to the Crooks Road property, the
Debtors would terminate the lease under its terms by exercising a
negotiated termination provision in the lease.  Some of the
employees in the Flint Technical Center would move to the
Property and the Flint Technical Center would await further
disposition.

As the Debtors sell or wind-down their non-core businesses, they
will only be using approximately 76% of their office capacity at
the Shelby facility and 33% of their office capacity at the
Downers Grove facility, Mr. Butler tells the Court.  

In conjunction with their financial and real estate advisors, the
Debtors have determined that the Shelby Lease and the Downers
Grove Lease cannot be profitably assumed and assigned to a third
party.  With both leases set to expire in 2010, the Debtors need
to reject the leases to avoid paying for excess capacity for the
remainder of the lease terms, Mr. Butler maintains.

The Debtors expect that they will need until Sept. 30, 2007,
to vacate the Shelby facility and transition operations to the
Property.  Similarly, the Debtors expect to vacate the Downers
Grove facility by Nov. 30, 2007.

Accordingly, the Debtors seek the Court's authority to reject:

   (i) the Shelby Lease effective as of September 30, 2007; and
  (ii) the Downers Grove Lease effective as of November 30, 2007.

In the event the Debtors are able to vacate the Shelby and
Downer's Grove facilities earlier than anticipated, the Debtors
seek the Court's permission to reject the Shelby Lease effective
as of Aug. 31, 2007, and the Downers Grove Lease effective as
of Oct. 31, 2007, upon 10 days' written notice to the lessors
of those premises.

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  

The Debtors' exclusive plan-filing period expires on July 31,
2007. (Delphi Corporation Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DENBURY RESOURCES: Earns $202.5 Million in Year Ended December 31
-----------------------------------------------------------------
Denbury Resources Inc. reported net earnings of $202.5 million on
total revenues of $731.5 million for the year ended Dec. 31, 2006,
compared to net earnings of $166.5 million on total revenues of
$560.4 million for the year ended Dec. 31, 2005.  The increase was
due to a 23% increase in average production levels, combined with
slightly higher commodity prices on a BOE basis.  

Fourth quarter 2006 net income was $55.1 million, slightly less
than fourth quarter 2005 net income of $57.2 million, the decrease
as a result of significantly lower natural gas prices and higher
expenses in the fourth quarter of 2006 (other than non-cash
commodity derivative income), partially offset by 16% higher
production levels.  

Cash flow from operations for 2006 was $461.8 million, a record
annual amount, as compared to $361.0 million for 2005.

While commodity prices were 6% higher on an annual per BOE basis
in 2006 as compared to 2005, fourth quarter of 2006 commodity
prices on the same basis were 19% lower than in the comparable
2005 period, primarily due to a significant drop in natural gas
prices between the two periods.  As a result, even with 16% higher
production in the 2006 fourth quarter, total revenues during the
same period decreased $9.8 million, as compared to total revenues
in the fourth quarter of 2005.  During both fourth quarters, NYMEX
oil prices averaged around $60 per Bbl.  However, NYMEX natural
gas prices declined 44% between the two periods, averaging
approximately $7.20 per Mcf in the fourth quarter of 2006 as
compared to a NYMEX average of approximately $12.84 per Mcf in the
fourth quarter of 2005.

Hedge payments decreased significantly in 2006, with fourth
quarter 2006 payments totaling only $100,000 as compared to
payments of $10.1 million in the fourth quarter of 2005.  The
company did recognize a $30.7 million non-cash gain in the fourth
quarter of 2006 consisting of a $26.9 million mark-to-market value
adjustment on the company's 2007 natural gas swaps acquired in
mid-December and a $3.8 million gain on the company's oil swaps,
both resulting from the decline in commodity prices during the
quarter.  There was only a $200,000 non-cash loss on the company's
hedges in the fourth quarter of 2005.

The company incurred more expenses in almost every category during
the fourth quarter of 2006 as compared to the fourth quarter of
2005.  Lease operating expenses increased $14.3 million on a gross
basis in the fourth quarter of 2006 as compared to levels in the
fourth quarter of 2005 primarily as a result of (i) increasing
emphasis on tertiary operations with their inherently higher
operating costs, (ii) general cost inflation in the industry,
(iii) increased personnel and related costs, (iv) higher fuel and
energy costs to operate company properties, and (v) additional
lease payments for certain tertiary operating facilities.
Production taxes and marketing expenses also increased primarily
as a result of the increased production.

General and administrative expenses increased 12% between the
respective fourth quarters on a gross basis, but decreased 3% on a
per BOE basis.  General and administrative expenses increased as a
result of the adoption of SFAS No. 123R relating to stock
compensation effective Jan. 1, 2006, adding approximately
$1.3 million to expense in the fourth quarter of 2006 as compared
to the prior fourth quarter.  Expenses have also increased as a
result of a 30% increase in total employees during 2006.  These
increases were partially offset as result of a fourth quarter
reduction in the 2006 bonus accrual as bonuses were not granted at
the upper end of the range as had been previously accrued, because
of the company's overall performance during 2006.  

During the fourth quarter of 2006, the company capitalized
approximately $4.6 million of interest expense primarily related
to the unevaluated properties associated with the company's two
2006 acquisitions.  This caused interest expense to decline
slightly between the respective fourth quarters, even though
average debt levels were 79% higher in the fourth quarter of 2006
than in the comparable period of 2005.  These higher debt levels
were primarily due to the use of debt to partially fund the
$250 million acquisition which closed in January 2006, to fully
fund the $50 million Delhi acquisition in the second quarter of
2006, and to fully fund the $37.5 million option payment to
acquire Hastings Field in the fourth quarter, all acquisitions of
future tertiary flood properties.

Depletion, depreciation and amortization expenses increased
$10.6 million in the fourth quarter of 2006 as compared to
depletion, depreciation and amortization expenses in the prior
year fourth quarter.

At Dec. 31, 2006, the company's balance sheet showed
$2.139 billion in total assets, $1.033 billion in total
liabilities, and $1.106 billion in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $183.3 million in total current assets available to
pay $200.4 million in total current liabilities.

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?1b0d

          Agreement to Acquire Anadarko Seabreeze Complex

The company has entered into an agreement with Anadarko Petroleum
to acquire their Seabreeze complex, which is composed of five
significant fields and a few smaller fields, in the general area
of Houston, Texas, for $42 million.  The acquisition is expected
to close during March and is subject to satisfactory completion of
normal and customary due diligence and closing conditions.  These
fields are currently producing approximately 750 BOE/d and have
estimated current conventional proved reserves of between 500 MBOE
and 750 MBOE.  Certain of these fields are potential CO2 tertiary
flood candidates.  The company has preliminarily estimated that
these fields have net reserve potential of up to 30 to 40 MMBOE
from tertiary flood operations.

                     About Denbury Resources

Denbury Resources Inc. (NYSE: DNR) -- http://www.denbury.com/--  
is a growing independent oil and gas company.  The company is the
largest oil and natural gas operator in Mississippi, owns the
largest reserves of CO2 used for tertiary oil recovery east of the
Mississippi River, and holds key operating acreage in the onshore
Louisiana and Texas Barnett Shale areas.  The company increases
the value of acquired properties in its core areas through a
combination of exploitation drilling and proven engineering
extraction practices.

                           *     *     *

Denbury Resources Inc. carries Moody's Investors Service's Ba3
Corporate Family Rating.


DENT MANUFACTURING: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dent Manufacturing, Inc.
        226-236 West 27th Street
        Northampton, PA 18067
        Tel: (610) 262-6701

Bankruptcy Case No.: 07-20372

Type of Business: The Debtor produces a specialized line of custom
                  non-ferrous hardware and castings, commercial
                  refrigeration hardware, and fire-fighting,
                  marine, & mass transit hardware for original
                  equipment manufacturers.
                  See http://www.dent-mfg.com/

Chapter 11 Petition Date: March 5, 2007

Court: Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtor's Counsel: Dexter K. Case, Esq.
                  Case DiGiamberardino & Lutz, P.C.
                  845 North Park Road, Suite 101
                  Wyomissing, PA 19610
                  Tel: (610) 372-9900
                  Fax: (610) 372-5469

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bengal Industries                  Trade Debt             $10,670
11346 53rd Street North
Clearwater, FL 33760

GMP Union                          Pension                 $9,000
P.O. Box 607
608 East Baltimoirei Pike
Media, PA 19063-0607

Lancaster Foundry Supply           Trade Debt              $8,980
2314 Norman Road
Lancaster, PA 17601

Applied Powder Coatings            Trade Debt              $7,535

Wells Fargo                        Credit Card             $7,027

U.S. Bankcard Manifest Funding     Trade Debt              $6,788

Manifest Funding Service           Trade Debt              $5,810

Stratasys Inc.                     Trade Debt              $5,784

John A. Steer                      Trade Debt              $5,368

Compass & Anvil Sales              Trade Debt              $5,360

PP&L                               Utility                 $5,278


DEP MARKETING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: DEP Marketing, LLC
        aka Appliance Depot and More
        aka American Home for Less
        6338 South Tamiami Trail
        Sarasota, FL 34231

Bankruptcy Case No.: 07-01806

Chapter 11 Petition Date: March 9, 2007

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Bernard J. Morse, Esq.
                  Morse & Gomez P.A.
                  119 South Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  Fax: (813) 301-1001

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.


DEXTER DISTRIBUTING: Case Summary & 22 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Dexter Distributing Corporation
             1045 South Edward Drive
             Tempe, AZ 85281

Bankruptcy Case No.: 07-01017

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      New Castle Megastore Corp.                 07-01018
      1113 Progress Drive, Medford, L.L.C.       07-01019

Type of Business: The Debtor sells adult books, periodicals,
                  newspaper, adult toys, lingerie & adult videos.

                  Dexter and New Castle previously filed for
                  bankruptcy on March 5, 2003 (Bankr. D. Ariz.
                  Case Nos. 03-03546 & 03-03548).

Chapter 11 Petition Date: March 9, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtors' Counsel: Alan A. Meda, Esq.
                  Stinson Morrison Hecker LLP
                  1850 North Centra Avenue #2100
                  Phoenix, AZ 85004
                  Tel: (602) 279-1600
                  Fax: (602) 240-6925

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Dexter Distributing Corp.    $1 Million to       $1 Million to
                             $100 Million        $100 Million

New Castle Megastore Corp.   $1 Million to       $1 Million to
                             $100 Million        $100 Million

1113 Progress Drive,         Less than $10,000   $1 Million to
  Medford, L.L.C.                                $100 Million

A. 20 Largest Unsecured Creditors of:

         -- Dexter Distributing Corp.
         -- New Castle Megastore Corp.

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ANMP                          Terms of confirmed     $10,000,000
James C. Sell, Receiver       2004 Plan in Dexter
2222 E. Camelback Rd. #110
Phoenix, AZ 85016

Allco Enterprises             Lease                     $450,000
Fairbridge Corporation
412 SW Jefferson Pkwy #201
Lake Oswego, OR 97035

Pulse Distribution LLC        Trade Debt                 $50,880
9640 Owensmouth
Chatsworth, CA 91311

California Exotic Novelties   Trade Debt                 $50,620
14235 Ramona Avenue
China, CA 91710-5751

Marina Pacific Distributors   Trade Debt                 $46,795

Pipedream Products            Trade Debt                 $45,273

Dreamgirl Lingerie            Trade Debt                 $44,167

Fantasy Lingerie              Trade Debt                 $35,975

California Sunshine           Trade Debt                 $35,170

BodyZone                      Trade Debt                 $34,702

Topco Sales Vast Resources    Trade Debt                 $28,449
Inc.

Vibratex Inc.                 Trade Debt                 $27,239

Kama Sutra Company            Trade Debt                 $23,175

Love Toys Inc.                Trade Debt                 $22,137

Media Products                Trade Debt                 $17,803

Leg Avenue Inc.               Trade Debt                 $16,857

Sin City Video                Trade Debt                 $16,705

Earthly Body Video            Trade Debt                 $16,416

Novelties by Nass-Walk Inc.   Trade Debt                 $13,390

Clear Channel                 Trade Debt                 $16,000


B. 1113 Progress Drive, Medford, L.L.C.'s Two Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ANMP                          Terms of confirmed         Unknown
James C. Sell, Receiver       2004 Plan in Dexter       Secured:
2222 E. Camelback Rd. #110                               Unknown
Phoenix, AZ 85016                                   Senior lien:
                                                      $1,642,143

Internal Revenue Service                                 Unknown
Centralized Insolvency
Operations
P.O. Box 21126
Philadelphia, PA 19114-0326


DIAMOND OFFSHORE: Moody's Puts Ratings on Review and May Upgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings for Diamond Offshore
Drilling, Inc. on review for possible upgrade.  The ratings
affected were Diamond's Baa2 senior unsecured notes as well as its
Baa3 rated subordinated shelf and the Ba1 preferred shelf.

Moody's anticipates that this review will be completed shortly
after the release of the company's first quarter results and will
likely result in a one-notch upgrade of the current ratings.

The ratings review is prompted by the recent conversion of
approximately $440 million of debt into equity, reducing Diamond's
outstanding debt at Dec. 31, 2006 by 46% to approximately
$524 million.  The review is further supported by Diamond's
contract drilling backlog of $7.4 billion that provides high
visibility to the company's earnings and cash flows through at
least 2008, and by Loews Corporation's controlling ownership
interest which mitigates the event risk concerns that hang over
the offshore drilling sector.

The ratings review will focus on Diamond's financial policies with
regards to future levels of debt, special dividends and liquidity.
In addition, Moody's will consider management's strategies
regarding the growth of its drilling fleet and expectations of
capital expenditures to maintain and upgrade its current fleet.

In 2006 and 2007, the company has funded special dividends out of
cash balances.  The 2006 special dividend of $194 million was
relatively modest in comparison to cash and marketable securities
of $845 million at Dec. 31, 2005.  The 2007 special dividend of
approximately $550 million is much more substantial in comparison
to cash and marketable securities of $826 million at Dec. 31, 2006
and free cash flow of about $150 million.  The lower liquidity
from reduced cash balances is partially offset by a $285 million
revolving credit facility that the company established last
November.  Given expected capital growth and maintenance
expenditures of $580 million for 2007, Moody's will focus on what
parameters the company will set for minimum cash balances, overall
liquidity and levels of free cash flow in determining future
special dividends.

Diamond Offshore Drilling, Inc. is an offshore drilling service
contractor headquartered in Houston, Texas.


DOBSON CELLULAR: Moody's Holds Ba2 Rating on $75 Mil. Sr. Facility
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family, B2
probability of default, Caa1 senior unsecured and SGL-1
speculative grade liquidity ratings of Dobson Communications
Corporation, lowered the senior secured rating of American
Cellular Corporation to B1 from Ba2 and affirmed ACC's B3 senior
unsecured rating.

At the same time, Moody's affirmed the Ba2 first lien senior
secured ratings of Dobson Cellular Systems, Inc. and raised DCS'
second lien senior secured rating to B1 from B2.  

Finally, Moody's said it would withdraw the B3 senior unsecured
rating assigned to ACC's previously planned $425 million senior
unsecured notes issue and stated that ACC's senior secured ratings
on its existing $250 million bank debt would be withdrawn once the
proposed bank facility is complete and existing facilities are
repaid.  Related LGD assessments are noted below. The outlook for
all ratings remains stable.

The rating action follows ACC's report earlier this week that it
would no longer issue $425 million in senior unsecured notes to
partially fund the full redemption of its $900 million 10% senior
unsecured notes issue, but would instead increase the size of its
planned senior secured bank facility by $200 million, to $1.05
billion, and leave approximately $225 million of the 10% senior
unsecured notes outstanding.

The increase in ACC's initial senior secured leverage to roughly
4.75x has caused Moody's to apply a 50% deficiency claim to its
senior secured debt in the loss given default waterfall,
reflecting the significant disparity between the first lien asset
coverage of ACC and DCS.  The upgrade to DCS' 2nd lien senior
secured debt to B1 reflects the application of the deficiency
claim to ACC's senior secured debt, which has reduced the amount
of debt deemed to be prior ranking.

Ratings Affirmed:

   * Dobson Communications Corporation

      -- Corporate family rating at B2
      -- Probability of default rating at B2
      -- Senior unsecured notes at Caa1, LGD 5, 89%
      -- $150 million senior floating rate notes due 2012
      -- $160 million senior convertible debentures due 2025
      -- $420 million 8 7/8% senior notes due 2013
      -- Speculative Grade Liquidity Rating at SGL-1
      
   * Dobson Cellular Systems, Inc.

      -- $75 million senior secured revolving facility at Ba2,
         LGD 1, 0%
      
      -- First priority senior secured notes at Ba2, LGD2, 14%
         from LGD2, 20%
      
      -- $250 million 8-3/8% due 2011
      
      -- $250 million series B 8-3/8% due 2011
      
   * American Cellular Corporation

      -- $225 million 10% Senior unsecured notes due 2011 at B3
         LGD4, 63% from LGD 4, 58% and amount to be reduced from
         $900 million

Ratings Upgraded:

   * Dobson Cellular Systems, Inc.

      -- $325 million second priority secured notes to B1, LGD3,
         40% from B2, LGD4, 54%

Ratings Lowered:

   * American Cellular Corporation

      -- Senior secured bank facility to B1 LGD 3, 39% from Ba2,
         LGD 2, 20%

      -- $75 million revolving facility due 2012

      -- $900 million term facility due 2014
         (amount increased from $700 million)

      -- $75 million delayed draw term facility due 2014

Ratings to be Withdrawn (now):

   * American Cellular Corporation

      -- $425 million senior unsecured notes due 2015 B3, LGD5,
         70%

Ratings to be Withdrawn (after proposed debt issues close):

   * American Cellular Corporation

      -- $250 million senior secured bank facility currently Ba3,
         LGD 1, 9%


DOBSON COMMS: Moody's Holds Junk Rating on Sr. Unsecured Notes
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family, B2
probability of default, Caa1 senior unsecured and SGL-1
speculative grade liquidity ratings of Dobson Communications
Corporation, lowered the senior secured rating of American
Cellular Corporation to B1 from Ba2 and affirmed ACC's B3 senior
unsecured rating.

At the same time, Moody's affirmed the Ba2 first lien senior
secured ratings of Dobson Cellular Systems, Inc. and raised DCS'
second lien senior secured rating to B1 from B2.  

Finally, Moody's said it would withdraw the B3 senior unsecured
rating assigned to ACC's previously planned $425 million senior
unsecured notes issue and stated that ACC's senior secured ratings
on its existing $250 million bank debt would be withdrawn once the
proposed bank facility is complete and existing facilities are
repaid.  Related LGD assessments are noted below. The outlook for
all ratings remains stable.

The rating action follows ACC's report earlier this week that it
would no longer issue $425 million in senior unsecured notes to
partially fund the full redemption of its $900 million 10% senior
unsecured notes issue, but would instead increase the size of its
planned senior secured bank facility by $200 million, to $1.05
billion, and leave approximately $225 million of the 10% senior
unsecured notes outstanding.

The increase in ACC's initial senior secured leverage to roughly
4.75x has caused Moody's to apply a 50% deficiency claim to its
senior secured debt in the loss given default waterfall,
reflecting the significant disparity between the first lien asset
coverage of ACC and DCS.  The upgrade to DCS' 2nd lien senior
secured debt to B1 reflects the application of the deficiency
claim to ACC's senior secured debt, which has reduced the amount
of debt deemed to be prior ranking.

Ratings Affirmed:

   * Dobson Communications Corporation

      -- Corporate family rating at B2
      -- Probability of default rating at B2
      -- Senior unsecured notes at Caa1, LGD 5, 89%
      -- $150 million senior floating rate notes due 2012
      -- $160 million senior convertible debentures due 2025
      -- $420 million 8 7/8% senior notes due 2013
      -- Speculative Grade Liquidity Rating at SGL-1
      
   * Dobson Cellular Systems, Inc.

      -- $75 million senior secured revolving facility at Ba2,
         LGD 1, 0%
      
      -- First priority senior secured notes at Ba2, LGD2, 14%
         from LGD2, 20%
      
      -- $250 million 8 3/8% due 2011
      
      -- $250 million series B 8 3/8% due 2011
      
   * American Cellular Corporation

      -- $225 million 10% Senior unsecured notes due 2011 at B3
         LGD4, 63% from LGD 4, 58% and amount to be reduced from
         $900 million

Ratings Upgraded:

   * Dobson Cellular Systems, Inc.

      -- $325 million second priority secured notes to B1, LGD3,
         40% from B2, LGD4, 54%

Ratings Lowered:

   * American Cellular Corporation

      -- Senior secured bank facility to B1 LGD 3, 39% from Ba2,
         LGD 2, 20%

      -- $75 million revolving facility due 2012

      -- $900 million term facility due 2014
         (amount increased from $700 million)

      -- $75 million delayed draw term facility due 2014

Ratings to be Withdrawn (now):

   * American Cellular Corporation

      -- $425 million senior unsecured notes due 2015 B3, LGD5,
         70%

Ratings to be Withdrawn (after proposed debt issues close):

   * American Cellular Corporation

      -- $250 million senior secured bank facility currently Ba3,
         LGD 1, 9%


DOMINO'S PIZZA: $273.6 Million of 8-1/4% Senior Notes Tendered
--------------------------------------------------------------
Domino's Pizza, Inc., disclosed that the bond tender offer for all
of subsidiary Domino's, Inc.'s outstanding 8-1/4% Senior
Subordinated Notes due 2011 expired March 9, 2007, at 12:01 a.m.,
Eastern time, and that Domino's, Inc. has accepted for payment and
will purchase all notes validly tendered in the tender offer and
not validly withdrawn prior to expiration.

Domino's Pizza's separate equity tender offer expired March 9,
2007 at 5:00 p.m., Eastern time.

According to The Bank of New York, the depositary for the bond
tender offer, approximately $273.6 million in aggregate principal
amount of the notes (or 99.9%) were validly tendered and not
withdrawn.  The holders who tendered their notes prior to 5:00
p.m., Eastern time, on Feb. 23, 2007 will receive $1,048.50 per
$1,000 principal amount of the notes, plus accrued interest on the
tendered notes up to, but not including, the date of payment of
the notes, which is March 9, 2007.  Holders who tendered their
notes after the consent payment deadline will receive $1,028.50
per $1,000 principal amount of the notes, plus accrued interest on
the tendered notes up to, but not including, the date of payment
of the notes.

The aggregate cost to purchase the notes tendered in the tender
offer, including accrued and unpaid interest, will be
approximately $291.1 million.  Following the purchase of the notes
accepted in the tender offer, approximately $300,000 in aggregate
principal amount of the notes will remain outstanding, which
Domino's, Inc. intends to redeem on July 1, 2007, the first date
on which it may redeem the notes.

J.P. Morgan Securities Inc., Lehman Brothers Inc. and Merrill
Lynch & Co. acted as dealer managers and solicitation agents,
Global Bondholder Services Corporation acted as the information
agent and The Bank of New York acted as the depositary for the
tender offer and the related consent solicitation.

Persons with questions regarding the tender offer and consent
solicitation should contact:

     J.P. Morgan Securities Inc.
     Attention: Liability Management Group
     Telephone (866) 834-4666 (toll-free) or
               (212) 834-4077 (collect)

                      About Domino's Pizza

Headquartered in Ann Arbor, Michigan, Domino's Pizza Inc.
(NYSE:DPZ) -- http://www.dominos.com/-- through its primarily  
franchised system, operates a network of 8,190 franchised and
company-owned stores in the United States and more than 50
countries.  Founded in 1960, the company has more than 500 stores
in Mexico.  The Domino's Pizza(R) brand, named a Megabrand by
Advertising Age magazine, had global retail sales of nearly
$5 billion in 2005, comprised of $3.3 billion domestically and
$1.7 billion internationally.

As of Dec. 31, 2006, Domino's Pizza's balance sheet showed a
$564.9 million stockholders' deficit compared with a $511 million
at Jan. 1, 2006.


DURA AUTOMOTIVE: Wants Allied Motion Consigned Stock Pact Assumed
-----------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates seek
authority from the Honorable Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to assume a consigned stock
agreement, as amended, dated March 1998, with Allied Motion/Motor
Products, Inc.

The Debtors' Atwood Mobile Products division manufactures parts
and accessories for recreational and specialty vehicles.  
Pursuant to the Consigned Stock Agreement, Allied supplies motor
parts needed for Atwood's production of furnaces in its Salt Lake
City facility.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that after the Debtors'
bankruptcy filing, Allied (i) ceased to perform under the
Consigned Stock Agreement; and (ii) demanded improved trade terms
from the Debtors.  The Debtors believe that Allied had breached
the Agreement.

Since their bankruptcy filing, the Debtors have been justifiably
concerned that suppliers could disrupt production at their
automotive, and recreational and specialty vehicles operations if
they refuse to supply the Debtors with needed parts and
equipment, Mr. DeFranceschi tells the Court.

Notwithstanding Allied's breach, the Debtors have sought to
consensually resolve any concerns that they have in a manner that
is in the best interest of their estates.

After further negotiations, on Feb. 23, 2006, the Debtors and
Allied executed a letter agreement amending the Consigned Stock
Agreement, granting the Debtors more favorable trade terms.

Due to sensitive pricing and customer-specific terms in the
Amendment Agreement, the Debtors filed with the Court a redacted
copy of the Amendment Agreement.

The terms of the Letter Agreement include:

   (a) the Debtors will receive a 10% discount on amounts
       otherwise payable pursuant to Section 365(b)(1)(A) of the
       Bankruptcy Code, leaving an estimated cure amount of
       $297,700;

   (b) each party can terminate the Consigned Stock Agreement
       upon 60 days' written notice, but only after one year from
       the assumption of the Consigned Stock Agreement;

   (c) the Debtors agree to an enhancement of their monthly
       rolling inventory commitment; and

   (d) Allied will resume the consigned inventory at the Salt
       Lake City Facility.

Mr. DeFranceschi asserts that assuming the Consigned Stock
Agreement, as amended, will allow the Debtors to benefit from the
improved trade terms.

The Amendment Agreement's minimum term of 10 years will provide
the Debtors certainty that, during the pivotal period in their
restructuring, Allied will not be able to opt out,
Mr. DeFranceschi contends.  In the absence of the certainty and
the inventory cushion provided by the Consigned Stock Agreement,
the debtors face the real risk of a production line shutdown in
the event that shipments from Allied are delayed or withheld.

A shutdown could jeopardize Atwood's ongoing contractual
relationships with its customers and threaten a loss of goodwill,
in addition to breach of contract claims that would inflict
incalculable harm on the Debtors, Mr. DeFranceschi maintains.

The Debtors have provided unredacted copies of the Amendment
Agreement to the U.S. Trustee, the Official Committee of
Unsecured Creditors and the ad hoc committee of certain of their
prepetition second lien secured lenders.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.  

The Debtors' exclusive plan-filing period expires on March 21,
2007. (Dura Automotive Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DURA AUTOMOTIVE: Can Make Interim Payments to Junior KMIP Members
-----------------------------------------------------------------  
In a stipulation approved by the U.S. Bankruptcy Court for the
District of Delaware effective Feb. 21, 2007, Dura Automotive
Systems Inc. and its debtor-affiliates, the Official Committee of
Unsecured Creditors, and the ad hoc committee of certain of the
Debtors' prepetition second lien secured lenders agree that:

   (a) the Creditors Committee and the Second Lien Committee will
       not object to certain interim payments of $440,000, in
       aggregate, approved on Jan. 18, 2007, by the Compensation
       Committee -- a group of three independent directors who
       have no direct interest in the KMIP -- to approximately
       50 non-senior management KMIP participants;

   (b) the interim payments to the Junior KMIP Participants will
       be indefeasible and will not be subject to disgorgement,
       provided that, the interim payments are without waiver of
       or prejudice to any future payments;

   (c) the interim payments for senior management KMIP
       participants that the Debtors have identified to the
       Creditors Committee and the Second Lien Committee, and all
       other future payments under the KMIP will be subject of a
       further motion;

   (d) the Debtors will not seek the Court's permission to pay
       the senior management KMIP participants until after
       supplying a business plan proposed KMIP to the Creditors
       Committee and the Second Lien Committee; and

   (e) All parties reserve all rights with respect to
       consideration of the KMIP, the scheduled interim payments   
       for Senior KMIP Participants, and all future payment under
       the KMIP.

The U.S. Trustee has consented to the Stipulation.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, asserts that through the Stipulation,
the Debtors are not asking the Court to approve the KMIP at this
time.

Mr. DeFranceschi emphasizes that the Stipulation will permit:

   (i) the Debtors to present their business plan to the
       Creditors Committee and Second Lien Committee;

  (ii) the parties to negotiate a settlement regarding the KMIP
       that is fair and equitable to all parties-in-interest; and

(iii) the Creditors Committee and Second Lien Committee to
       conduct the necessary due diligence to permit them to
       properly evaluate the Debtors' business plan and KMIP
       proposals.

Mr. DeFranceschi asserts that the Stipulation, of which the UAW
was fully aware several days prior to filing its objection,
renders moot the UAW's contention that it is premature for the
Court to consider the KMIP.  The UAW will have ample opportunity,
upon the filing of the Subsequent Motion, to renew its objection
as it sees fit.

Mr. DeFranceschi further argues that the Interim Payments, as
contemplate by the KMIP:

   (a) are not antithetical to "the basic purpose of a chapter 11
       reorganization."  They are merely one small part of a
       broad paradigm shift that the Debtors has embarked upon to
       restore profitability;

   (b) do not implicate Section 503(c)(3) of the Bankruptcy Code,
       but are instead, well within the ordinary course of
       business, and are the product of a heavily-negotiated
       settlement among the parties; and

   (c) do not unfairly discriminate among employees.  They are
       targeted at those employees who are most key to the
       Debtors' operational restructuring efforts.

Accordingly, the Debtors ask the Court to overrule UAW's
objection, without prejudice.


                            Objections

(1) U.S. Trustee

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
wanted the key management incentive plan denied due to the
Debtors' failure to provide sufficient information that would
allow interested parties an opportunity to properly analyze the
proposed compensation structure.

Under the Key Management Incentive Plan, the Debtors propose
payments for approximately 55 management employees who allegedly
are involved in implementing the 50 Cubed Plan and the 510
Program.  The Debtors have identified four general areas upon
which the progress or bonus payments are allegedly based.

The request is devoid of facts to support the authorization of
the proposed bonus payments, William K. Harrington, trial
attorney for the U.S. Department of Justice, stated.  The
specific milestones to be achieved; the specific identity of the
participants; how the performance objectives were established;
previous recipients; and the amount of the potential awards for
each participant are not disclosed, he pointed out.

The Debtors also have not demonstrated that the proposed
executive payments are appropriate under Section 503(c) of the
Bankruptcy Code, in light of the Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005 to limit payments to a debtor's
senior management, Mr. Harrington contended.

Pursuant to Section 503(c), the Debtors must demonstrate that the
proposed bonuses are "justified by the facts and circumstances of
the case" and are necessary to preserve the value of the estate.

Mr. Harrington argued that the compensation committee appears to
have unlimited and absolute discretion to alter and amend the
KMIP plan.

The KMIP Plan also has no definitive objective structure and
thus, is structured more to ensure that the participants receive
their bonuses than for the purpose of preserving value of the
state, Mr. Harrington noted.

(2) UAW

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is the exclusive
collective bargaining representative of approximately
690 employees of the Debtors at their facilities in Freemont and
Mancelona, Michigan, and in LaGrange, Indiana.  It is a party,
with its locals, to collective bargaining agreements with the
Debtors.

Susan Kaufman, Esq., at Heiman, Gouge & Kaufman, LLP, in
Wilmington, Delaware, related that each employee covered by the
KMIP must meet personal targets relating to the achievement of
the 50 Cubed Plan and the 510 Program in order to receive his
reward, which is a percentage of the employee's direct
compensation.  However, details regarding the targets and the
amounts of rewards have not been provided, she said.

The Debtors' reorganization program heavily emphasizes job losses
rather than job preservation, Ms. Kaufman noted.  A business
strategy to move better-paying jobs out of the United States to
lower-cost countries creates harsh consequences not only for the
affected workers, but for the economy as well, she argued.

The Debtors, through the KMIP, seek to reward their executives
and management personnel who succeed by eliminating U.S.- and
Canada-based jobs through transfers to lower-costs countries.  
However, the program is counterproductive to any notion the
Debtors may have of sustaining employee cooperation during the
bankruptcy, Ms. Kaufman told the Court.

Section 503(c), which severely restricts payments to insiders for
the purpose of inducing them to stay with the company, governs
payments under the KMIP, Ms. Kaufman contended.

The KMIP unfairly discriminates among its employees as it rewards
management employees in part for transferring the jobs of its
rank-and-file employees to lower-costs countries, Ms. Kaufman
maintained.

Ms. Kaufman added it is premature to approve the KMIP based on a
reorganization strategy that does not yet have the support of
creditors and stakeholders.  That the Debtors already promised
payments under the KMIP is not determinative, nor indicative that
its ultimate strategy will be implemented, Ms. Kaufman asserted.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.  

The Debtors' exclusive plan-filing period expires on March 21,
2007. (Dura Automotive Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


EAST WEST MORTGAGE: Moody's Places Ba3 Rating on Class M Certs.
---------------------------------------------------------------
Moody's Investors Service assigned ratings to the Class A and
Class M mortgage pass-through certificates issued by East West
Mortgage Securities Trust 2007-1.

These are the rating actions:  

   * East West Mortgage Securities Trust 2007-1

      -- $372,562,650 Class A Certificates, rated Aa1
      -- $13,849,912 Class M Certificates, rated Ba3

The rating of the Class A certificates is based on the financial
guaranty insurance policy issued by Assured Guaranty Corp. whose
financial strength rating is Aa1.

Support to Assured consists of subordination provided by the Class
M certificates, over-collateralization and excess spread available
to absorb losses.  Credit enhancement to the Class M certificates
consists of over-collateralization and excess spread available to
absorb losses.  In addition, the ratings are based on the quality
of the collateral, structural features of the transaction, and the
experience of East West Bank as master servicer.

The collateral pool consists of 750 multifamily, fully-amortizing
mortgage loans secured by first liens on mortgage properties.  The
average principal balance as of the cut-off date was approximately
$527,616; the weighted average LTV at origination was
approximately 64.6%.  Substantially all the mortgage loans are
secured by properties located in California.

The notes were sold in a privately negotiated transaction without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuance has been designed to permit
resale under Rule 144A.


ECHOSTAR COMM: Dec. 31 Balance Sheet Upside-Down by $219 Million
----------------------------------------------------------------
EchoStar Communications Corporation reported total revenue of
$2.58 billion for the quarter ended Dec. 31, 2006, a 17% increase
compared with $2.2 billion for the corresponding period in 2005.

Net income totaled $153 million for the quarter ended Dec. 31,
2006, compared with $133 million during the corresponding period
in 2005.

For the year ended Dec. 31, 2006, EchoStar reported total revenue
of $9.82 billion compared with $8.45 billion for the year ended
Dec. 31, 2005, an increase of 16.2 percent.  EchoStar's net income
for the year ended Dec. 31, 2006, totaled $608 million, compared
with $1.51 billion for the year ended Dec. 31, 2005.  Net income
for the year ended Dec. 31, 2005, includes a non-recurring, non-
cash benefit of approximately $593 million to recognize the tax
benefits of previously reported tax losses and a $134 million gain
related to the settlement of EchoStar IV satellite insurance and
related claims.

DISH Network(TM) added approximately 350,000 net new subscribers
during the quarter ended Dec. 31, 2006, giving the company
approximately 13.105 million subscribers as of that date, an
increase of 1.065 million subscribers compared to the number of
subscribers as of Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed
$9.768 billion in total assets and $9.988 billion in total
liabilities, resulting in a $219.4 million total stockholders'
deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1b0f

                   About EchoStar Communications

EchoStar Communications Corporation (Nasdaq: DISH) --
http://www.echostar.com/ -- serves more than 13.1 million  
satellite TV customers through its DISH Network(TM), a pay-TV
provider in the country since 2000.  DISH Network's services
include hundreds of video and audio channels, Interactive TV,
HDTV, sports and international programming, together with
professional installation and 24-hour customer service.  EchoStar
has been a leader for more than 25 years in satellite TV equipment
sales and support worldwide.  

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 29, 2007,
Fitch affirmed the 'BB-' Issuer Default Rating assigned to
Echostar Communications Corporation.


ENCORE ACQUISITION: Closes Big Horn Basin Purchase for $400MM Cash
------------------------------------------------------------------
Encore Acquisition Company's subsidiaries have completed the
acquisition of the oil properties in the Big Horn Basin from
subsidiaries of Anadarko Petroleum Corporation for $400 million in
cash.  The company disclosed entering into a purchase and sale
agreement with subsidiaries of Anadarko Petroleum Corporation on
Jan. 17, 2007.

The properties are comprised of the Elk Basin Unit and the
Gooseberry Unit in Park County, Wyoming.  Encore's internal
engineers have estimated that the properties have total proved
reserves of approximately 20 million barrels of oil equivalent,
which are 97% oil and 90% proved developed producing.  Encore
estimates that the 2 million BOE of proved undeveloped reserves
will require approximately $17 million to develop.  The properties
currently produce approximately 4,000 net BOE per day with an
additional 350 net BOE per day of natural gas liquids produced by
the Elk Basin Gas Plant.  The producing properties have a shallow
one-year proved developed decline rate estimated at 6%.  Encore
estimates that the properties have a total proved reserves-to-
production ratio of approximately 14 years.  These properties will
be 100% operated by Encore and fit nicely into Encore's long-life
portfolio.

The acquisition also includes the Elk Basin Gas Plant, which
processes natural gas liquids from the produced gas in the Elk
Basin Unit and injects waste gases into the field to maintain
production.

Encore's internal engineers have estimated that the proved
developed properties will generate approximately $50 million in
cash flow (revenues less direct operating expenses) in each of
2007 and 2008.  Lease operating expenses are estimated to be
approximately $10.25 per BOE.

"The luxury of these properties is that production can be held
flat with a relatively modest $7 million annual investment and the
remaining $43 million is available to grow production or to reduce
debt," Jon S. Brumley Encore's Chief Executive Officer and
President stated.  "We are comfortable with waterfloods and
tertiary recovery projects because they fit into our basket of
expertise."

In connection with the acquisition, Encore has purchased put
contracts on approximately two-thirds of the acquisition's proved
developed producing volumes at $65 per barrel for remainder of
2007 and all of 2008.  By purchasing puts, the company has
mitigated the negative effects of declining commodity prices in
2007 and 2008 with respect to the acquired production, while
retaining the benefits of increasing commodity prices.

                    About Encore Acquisition

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE: EAC) -- http://www.encoreacq.com/-- is an independent   
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on oil and gas exploration and production company
Encore Acquisition Company.   The outlook is negative.

As reported in the Troubled Company Reporter on Jan. 23, 2007,
Moody's Investors Service placed Encore Acquisition's Ba3
corporate family rating and all other existing ratings on review
for downgrade upon its announced $400 million acquisition of
Anadarko Petroleum's Big Horn Basin (northern Rocky Mountains)
assets.


ENCORE ACQUISITION: Inks New $1.25 Billion Senior Credit Facility
-----------------------------------------------------------------
Encore Acquisition Company has entered into a new five-year
$1.25 billion senior secured credit facility with an initial
borrowing base of $650 million that matures on March 7, 2012 under
which Bank of America will serve as administrative agent.  The
facility replaces Encore's previous $750 million credit facility,
which had a $550 million borrowing base and would have matured in
December 2010.  The new credit facility is secured by a first-
priority lien on certain of the company's proved oil and natural
gas reserves.

In addition, one of the company's subsidiaries entered into a new
five-year, $300 million senior secured credit facility with an
initial borrowing base of $115 million that matures on March 7,
2012 under which Bank of America will serve as administrative
agent.  The new credit facility is secured by a first-priority
lien on the subsidiary's proved oil and natural gas reserves and
contains a $10 million overadvance feature.

                    About Encore Acquisition

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE: EAC) -- http://www.encoreacq.com/-- is an independent   
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on oil and gas exploration and production company
Encore Acquisition Company.   The outlook is negative.

As reported in the Troubled Company Reporter on Jan. 23, 2007,
Moody's Investors Service placed Encore Acquisition's Ba3
corporate family rating and all other existing ratings on review
for downgrade upon its announced $400 million acquisition of
Anadarko Petroleum's Big Horn Basin (northern Rocky Mountains)
assets.


ENERGY PARTNERS: Launches Tender Offer for 8-3/4% Senior Notes
--------------------------------------------------------------
Energy Partners, Ltd., intends to commence a cash tender offer to
purchase all of its outstanding 8-3/4% Senior Notes due 2010 in
connection with the announced equity self-tender offer to purchase
up to 8,700,000 outstanding common shares for $23 per share in
cash.  The cash tender offer is expected to be commenced within
approximately 10 business days.

In conjunction with the tender offer, the company will also seek
consents to certain proposed amendments to certain provisions of
the indenture that governs the Notes.  The purpose of the proposed
amendments is to eliminate substantially all restrictive covenants
and certain event of default provisions of the indenture.

The purchase price for the Notes will be based on a fixed spread
of 50 basis points over the yield of the relevant U.S. Treasury
Note to the earliest redemption date of the Notes (Aug. 1, 2007,
at 104.375% of principal amount).

The purchase price will be inclusive of a consent payment for
holders who validly tender and do not withdraw Notes on or prior
to the payment deadline.

The consent payment deadline is expected to be the 10th business
day following commencement of the tender offer.  The tender offer
will be conditioned upon, among other things:

   -- the receipt of consents from the holders of a majority in
      aggregate outstanding principal amount of the Notes,

   -- the concurrent closing of the company's equity self-tender
      offer, and

   -- consummation of the requisite financing to purchase the
      Notes.

Banc of America Securities LLC is expected to act as dealer
manager for the equity self-tender offer and dealer manager for
the debt tender offer and related consent solicitation.

MacKenzie Partners, Inc., is expected to act as the information
agent for both tender offers, and can be contacted at
1-800-322-2885 toll free or at 1-212-929-5500 collect or by e-mail
at EPL@mackenziepartners.com

                     About Energy Partners Ltd.

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

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Standard & Poor's Ratings Services 'B+' corporate credit rating
on Energy Partners Ltd. remained on CreditWatch with developing
implications.

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


ENERGY PARTNERS: Board Okays Self-Tender Offer for 22% of Shares
----------------------------------------------------------------
Energy Partners, Ltd.' Board of Directors, after a comprehensive
review, has concluded its strategic alternatives process.  During
the course of this process, the company solicited domestic and
international industry participants and private equity sources,
but did not receive a definitive offer to purchase the company.

The Board, in conjunction with the company's financial advisors
and management, has determined to continue with the execution of
the company's strategic plan, augmented by a self-tender offer and
the divestment of selected properties.

The company's Board authorized self-tender offer provides for the
repurchase of up to 8,700,000 issued and outstanding common shares
for approximately $200 million at $23 per share, which is expected
to commence within approximately 10 business days.  Assuming the
offer is fully subscribed, the company would repurchase
approximately 22% of its currently outstanding common shares.

The company has received a commitment from Banc of America
Securities LLC to provide sufficient funds to:

   -- finance the self-tender offer,

   -- refinance the company's bank credit facility, and

   -- refinance its 8-3/4% senior notes through a concurrent
      debt tender and consent solicitation offer.

In addition, the company plans to divest selected properties for
an estimated $125 million to reduce debt following the completion
of the self-tender offer.

The company also indicated that the Board has authorized
additional open market purchases of its common shares up to an
aggregate amount of $50 million during the one-year period
following the conclusion of the $200 million self-tender offer.

The open market share repurchase program, the implementation of
which is subject to business and market conditions, will not start
prior to 10 business days following completion of the self-tender
offer.

The company's strategic plan for 2007 and beyond will be focused
on achieving disciplined growth through a balanced capital and
exploration program that is underpinned by its existing
exploratory portfolio.

The company reaffirmed its previously announced $300 million
capital budget for 2007, which includes a budgeted exploratory
program of 23 wells.

Richard A. Bachmann, EPL's chairman and chief executive officer,
commented, "EPL and its Board conducted an extensive process of
exploring strategic alternatives during a period of volatile
commodity prices.

"We approached 63 potential bidders for the company including
25 domestic oil and gas companies, 23 international oil and gas
companies, and 15 financial sponsors.

"Of those approached, 14 parties expressed interest and executed a
confidentiality agreement with EPL.  Nine of those parties
received a management presentation and had the opportunity to
review additional information in our data room.

"However, although preliminary bids were received during a very
thorough process, no definitive offers resulted.  After carefully
reviewing other strategic alternatives, our Board believes that
the best option for shareholders is to continue to pursue our
current plan, augmented by a repurchase of shares.

"The execution of the self-tender offer and the ability for us to
repurchase shares on the open market will return value to our
shareholders, while our divestitures are expected to provide
significant cash to help finance the stock repurchases.  As
always, we will continue to take actions that we believe are in
the best interest of shareholders."

Mr. Bachmann continued, "It is important to note that the
self-tender offer and authorization for additional open market
purchases do not impact our 2007 capital budget of $300 million.

"In fact, we have preserved the company's upside, which we
continue to believe is significant, and at the same time provided
additional liquidity for those desiring it.

"We remain rich in exploration opportunities in the deepwater, on
the Shelf, and onshore, which have the potential to grow the
Company meaningfully.

"We will sharpen our focus on the prudent reinvestment of our
significant cash flows through the continued exploration and
exploitation of our existing asset base and portfolio, and
development of our discoveries yet to be brought on line on the
Shelf and in the deepwater Gulf of Mexico."

The company's self-tender offer will not be subject to any minimum
number of shares being tendered.  If more than 8,700,000 shares
are tendered, the company will purchase the shares tendered on a
pro rata basis pursuant to procedures to be specified in the offer
to purchase to be mailed to shareholders.

The self-tender offer will be subject to a number of conditions,
including the receipt of funds pursuant to the commitment letter
from Bank of America and the successful completion of the debt
tender.

The Board of Directors of EPL has approved the self-tender offer.
However, neither the company nor its Board of Directors makes any
recommendation to shareholders as to whether to tender or refrain
from tendering their shares.  The company's directors and
executive officers have advised the company that they intend to
tender at least a portion of their shares in the self-tender
offer.

Banc of America Securities LLC is expected to act as dealer
manager for the equity self-tender offer and dealer manager for
the debt tender offer and related consent solicitation.

MacKenzie Partners, Inc., is expected to act as the information
agent for both tender offers, and can be contacted at
1-800-322-2885 toll free or at 1-212-929-5500 collect.

The company has retained Merrill Lynch Petrie Divestiture Advisors
to assist in the divestiture of selected properties.

                     About Energy Partners Ltd.

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

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Standard & Poor's Ratings Services 'B+' corporate credit rating
on Energy Partners Ltd. remained on CreditWatch with developing
implications.

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


ENTEGRA TC: S&P Assigns Initial B+ Rating to $480 Mil. Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
rating and '1' recovery rating to debt issued in conjunction with
Entegra TC LLC's planned recapitalization.  

The recapitalization consists of the formation of a new holding
company, Entegra Holdings LLC, which is subordinated to Entegra
TC, the new intermediate holding company.  The ratings are
assigned to the credit facilities at Entegra TC, which consists of
a $450 million second-lien senior term loan facility due 2014 and
a $30 million synthetic revolving credit facility due 2012.  The
ratings are based on preliminary terms and conditions, and are
subject to review once final documentation is received.  The loans
sit behind an existing $350 million first-lien LOC facility due
2012, used exclusively for hedging purposes, and ahead of a new
$850 million third-lien payment-in-kind (PIK) senior term facility
due 2015 (both unrated).

Entegra will use the $1.33 billion of new money to refinance its
existing $675 million tranche A debt plus accrued interest, pay
related transaction expenses, and make a one-time distribution of
$545 million to members.  The outlook is stable

The ratings incorporate these risks:

   * Exposure to price and quantity volatility in the merchant
     power market.  

   * Exposure to the SERC's relatively underdeveloped market rules
     and regulations.  

   * Many vertically integrated utilities in the Southeast do not
     recover their fixed costs in the market, instead collecting
     these costs through rate-base, cost-of-service regulation.  
     Weak transmission infrastructure around the Union Power
     facility results in discriminatory access to transmission in
     the Southeast markets.

Gila River is a transmission wheel away from the relatively liquid
Palo Verde hub, and could experience transmission cost increases.
Cancellation of the long-term service agreement with the turbine
OEM has risks, especially since certain gas turbine parts secured
from Pratt & Whitney Power Systems have a limited operating
record.  However, commercial terms offered by PWPS cap the risk.

Cash flow is highly vulnerable to low natural gas prices in the
near term, and to overbuilding in the longer term.  The company
requires the continuation of current market conditions to maintain
adequate operating cash cushion and service debt.  

Standard & Poor's estimates that the company requires around $24
per kilowatt-year in net revenues to achieve cash breakeven, and a
further $5 per kW-year to cover major maintenance requirements.
Union County's markets are weak.  

Based on market data, Standard & Poor's  stimate the 12-month
forward net revenue for a 7,200-BTU-per-kilowatt-hour heat rate
CCGT to be about $30 per kW-year.

There is refinancing risk for the seven-year revolver and seven-
year senior term facility.  At maturity of the senior term
facility, consolidated leverage, including the PIK term facility,
of approximately $505 per kW is high under the company's base
case.  Exposure to rising interest rates because the company is
required to fix only 50% of the new debt during the first three
years of the term loan and PIK facilities.

These strengths somewhat mitigate the risks at the rating level:

   * A 100% excess cash sweep designed to repay debt during
     periods of strong cash flow.  While the PIK debt influences
     Entegra's default risk, some measure of insulation is
     available to the senior term facility, from the structural   
     subordination of the PIK term facility.

   * Lack of financial covenants in the PIK term facility loan
     documents is also favorable for the senior notes.

Based on Platt's data, net revenues in the AZ-NM-SNV subregion
have improved to over $70 per kW-year in 2007 from $45 per kW-year
in 2005.  Still, the lack of a pooled market could result in lower
net revenues for Gila River than those observed in the market.
A new 10-year tolling arrangement with Arizona Public Service Co.
points to recovery in the Southwest markets, which could offer
further contracting opportunities.

There is no construction risk, as the facilities have met
commercial operation requirements.  Financial and physical hedge
contracts with investment-grade counterparties provide cash flow
stability for the next two to three years.  Although the company
has indicated that it will enter into additional hedging
agreements on an opportunistic basis, Standard & Poor's does not
assume that these hedges will be replaced.  Hedging terms are also
weaker compared with similarly rated peers.

While the abrogation of the long-term service agreement exposes
the company to risks, it also offers the potential for large cost
savings, which are expected to be in excess of $170 million
through 2020.

High liquidity availability through the six-month debt service
reserve, six-quarter major maintenance reserve, and excess
liquidity of about $90 million of cash at closing, which, combined
with the low 1% required amortization of the term loan, reduces
default risk prior to refinancing.

"The stable outlook reflects our view that current expectations of
net revenues and the liquidity available to the company will be
sufficient to reduce the size of the second lien over the next
three years," said Standard & Poor's credit analyst Aneesh Prabhu.

However, under a low-gas-price scenario, the project would suffer
without the benefit of contracted revenues, and Standard & Poor's
could revise the outlook to negative or lower the ratings if
spark spreads deteriorate substantially or if loan paydown lags
expectations.  

On the other hand, Standard & Poor's could revise the outlook to
positive if market conditions improve and allow Entegra to enter
more long-term contracts, and if continuing good operating
performance allows the company to repay sufficient debt to ensure
that it will substantially reduce the second-lien term loan before
maturity.


EUROTUNNEL GROUP: Balance Sheet Upside Down by GBP1.32 Billion
--------------------------------------------------------------
Eurotunnel Group released its financial results for the year ended
Dec. 31, 2006.

The group posted a GBP142.88 million net loss on GBP567.6 in
revenue for the year ended Dec. 31, 2006, compared with a GBP1.97
billion net loss on GBP541.46 in revenue for the same period in
2005.

At Dec. 31, 2006, Eurotunnel's balance sheet showed GBP5.25
billion in total assets, GBP6.56 billion in total liabilities and
GBP1.32 billion in shareholders' deficit.

                         Safeguard Plan

In 2006, Eurotunnel focused on restructuring the company's
operations and negotiating with creditors, initially to find a
consensual agreement and, from Aug. 2, 2006 onwards, in the
context of a safeguard procedure.  The Paris Commercial Court
approved Jan. 15, the safeguard plan put forward by company.

The Joint Board of Eurotunnel approved March 6, the accounts for
2005 and 2006, on the basis of the Safeguard Plan.

The Auditors and Commissaires aux Comptes certified the accounts
with matters of emphasis, notably regarding going concern.  This
depended on the full implementation of the safeguard plan and upon
the success of the Exchange Tender Offer.  If this will fail,
Eurotunnel may be placed in liquidation.

"These excellent operating results clearly show that it will only
be through the new company, Groupe Eurotunnel SA (GET SA), created
as a result of Safeguard and the ETO, relieved of more than half
of the current debt and with substantially reduced financial
charges, that we will finally be able to remove the specter of
bankruptcy which threatened Eurotunnel in 2005," Jacques Gounon,
chairman and CEO of Eurotunnel disclosed.

A full-text copy of Eurotunnel's 2006 financial analysis and
summary accounts is available at no charge at:

               http://ResearchArchives.com/t/s?1b2e

                          About Eurotunnel

Headquartered in Folkestone, United Kingdom and Calais, France,
Eurotunnel Group -- http://www.eurotunnel.co.uk/-- operates a  
fleet of 25 shuttle trains, which carry cars, coaches and trucks.  
It manages the infrastructure of the Channel Tunnel and receives
toll revenues from train operating companies whose trains pass
through the Tunnel.

The British and French governments have granted Eurotunnel a
concession to operate the Channel Tunnel until 2086.

Eurotunnel Group files reports in the U.S. Securities and
Exchange Commission under the names of Eurotunnel PLC (ETNUF.PK)
and Eurotunnel SA (ETTFF.PK).

Eurotunnel obtained Aug. 2 an order placing the channel operator
under the protection of the Court pursuant to the new safeguard
legislation (Procedure de sauvegarde).  At end of 2006, the
group's creditors and bondholder approved a plan to decrease its
GBP6.2 billion debt to GBP2.84 billion.

On Jan. 15, the Court approved Eurotunnel's safeguard plan, backed
by the court-appointed representatives to the company and to the
creditors.


FORD MOTOR: Inks Pact to Sell Aston Martin for $925 Million
-----------------------------------------------------------
Ford Motor Company has entered into a definitive agreement to sell
Aston Martin, its prestigious sports car business, to a consortium
comprised of David Richards, John Sinders, Investment Dar and
Adeem Investment Co.

This transaction is the result of Ford's decision, as announced in
August 2006, to explore strategic options for the Aston Martin
business as the company restructures its core automotive
operations and builds liquidity.

The sale is expected to close during the second quarter and is
subject to customary closing conditions, including applicable
regulatory approvals.  The transaction values Aston Martin at
GBP479 million ($925 million).  As part of the transaction, Ford
will retain a GBP40 million ($77 million) investment in Aston
Martin.  Other terms and conditions specific to the sale are not
being disclosed at this time.

"The sale of Aston Martin supports the key objectives of the
company, to restructure to operate profitably at lower volumes,
changed model mix, and to speed the development of new products,"
Ford President and Chief Executive Officer Alan Mulally said.

"From Aston Martin's point of view, the sale will provide access
to additional capital, which will allow Aston Martin to continue
the growth it has experienced under Ford's stewardship.  Today's
announcement is good for Ford Motor Company, good for Aston Martin
and good for the UK.  We wish Aston Martin every possible success
for the future."

The new owner of Aston Martin is a consortium comprised of:

   -- David Richards, founder and chairman of Prodrive, a
      world-leading motorsport and automotive technology company;

   -- John Sinders, an avid Aston Martin collector and a backer of
      Aston Martin Racing; and

   -- Investment Dar and Adeem Investment Co, international
      investment companies headquartered in Kuwait.

                       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 280,000
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.


GENERAL CABLE: Moody's Rates Proposed $325 Mil. Senior Notes at B1
------------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to the proposed
$325 million senior unsecured notes of General Cable Corporation
consisting of $125 million of floating rate notes and $200 million
fixed rate notes.  Concurrently, Moody's affirmed all other
ratings for this issuer.  The rating outlook remains stable.

The proceeds of the senior unsecured notes will be used to
refinance the existing senior unsecured notes, pay transaction
costs, fund the tender premium with respect to the senior notes
due in 2010 and provide additional funds for general corporate
purposes.

Moody's took these rating actions:

Assigned:

   -- $125 million senior unsecured floating rate notes due 2015,
      B1, LGD4, 63%

   -- $200 million senior unsecured notes due 2017, B1, LGD4, 63%

Affirmed:

   -- $355 million senior unsecured convertible notes due 2013, at
      B1, LGD4, 63%

   -- $285 million senior unsecured notes due 2010, at B1, LGD4,
      63%

   -- Corporate Family Rating, at Ba3

   -- Probability of Default Rating, at Ba3

The outlook is stable.

The rating on the $285 million senior unsecured notes due 2010
will be withdrawn upon the successful conclusion of the tender
offer.

The assignment of a B1 rating to the proposed senior unsecured
notes and the affirmation of the Corporate Family Rating at Ba3
continues to reflect:  

   * the company's moderate leverage;

   * good interest coverage;

   * low cost operations; and

   * leading market position in the wire & cable industry and
     highly diversified end markets and customer base.

The stable outlook reflects Moody's expectation that GCC will
continue to grow volume, particularly in the electric utility and
electrical infrastructure segments as a result of strong demand
for its products.

Moody's also assumes that the Company will continue to take a
conservative approach to acquisitions with consideration paid at
or below replacement cost for cash flow accretive operations that
will expand the Company's geographic footprint or product breadth.
In the event that a major acquisition adds material debt the
expectation is that GCC will utilize cash flow to de-lever in its
historically disciplined manner.

The ratings could come under upward rating pressure if total debt
to EBITDA fall below 2.5x on a sustained basis or if demand for
the Company's products lead to a sustained level of free cash flow
to total debt in excess of 10%.  Downgrade pressure could occur if
the company makes a major acquisition that leverages the balance
sheet and that poses material integration and span-of-control
issues.  The ratings could also be impaired if total debt to
EBITDA increases above 3.7x or if EBIT to interest expense
declines below 2.3x on a sustained basis.

GCC, headquartered in Highland Heights, Kentucky, is a leading
global developer and manufacturer within the wire and cable
industry.  The Company manufactures, markets and distributes
copper, aluminum and fiber optic wire and cable products globally.
For the last twelve months ended Dec. 31, 2006, the company
reported revenues of $3.7 billion.


GENERAL CABLE: High Leverage Prompts S&P to Affirm BB- Rating
-------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on Highland
Heights, Kentucky-based General Cable Corp., including the BB-
corporate credit rating.  

At the same time, Standard & Poor's assigned a 'B+' to the
proposed $325 million senior unsecured notes, which are
refinancing the existing $285 million senior unsecured notes.  

The outlook is stable.
    
"The ratings on General Cable Corp. reflect moderately high
leverage and a cyclical operating profile, driven by fluctuating
market demand and volatility in raw material pricing that can
affect working capital requirements and cash flow," said Standard
& Poor's credit analyst Stephanie Crane Merganthaler.

These factors are somewhat offset by the company's leading
position in a global market for wire and cables, especially in the
energy transmission and distribution market, as well as recent
increases in profitability, in part because of volume growth and
raw material pricing increases passed on to end customers, as well
as effective cost cutting and efficiency efforts.  

General Cable is a leading global supplier in the fragmented
$140 billion wire and cable market, supplying power utilities for
the electrical grid, industrial and specialty markets, and the
telecom market, including land-line telephone and computer data
networks.

The company's business is subject to somewhat volatile
profitability because of the commodity nature of product,
fluctuations in market demand, and periodic unfavorable changes in
product pricing and input costs.  Prices for key raw materials,
including copper and aluminum, which account for as much as 50% of
manufacturing costs, were at an all time high in 2006.  Copper
costs have increased dramatically (three-fold) since September
2003, largely because of global supply and demand imbalances, as
well as inefficiencies in investment in production.


GENERAL MOTORS: Will Release of 2006 Financial Results on Tomorrow
------------------------------------------------------------------
General Motors Corp. has scheduled the release of its 2006 fourth-
quarter and calendar year financial results for 7:00 a.m. EDT,
Wednesday, March 14, 2007, via PR Newswire and GM Media Online.

GM Vice Chairman and Chief Financial Officer Fritz Henderson will
conduct a conference call at 9:30 a.m. EDT.  A question-and-answer
session with financial analysts and media will follow a review of
the results.  The call is expected to last approximately 120
minutes.

                    Conference Call Information

   * Dial 1-800-266-1824 or 212-896-6043 for international access.

   * The conference call will also be webcast live on GM's
     Investor website http://investor.gm.comin the  
     Calendar/Events section.

   * Charts will be posted in the Earnings Release section.

   * The webcast and charts will also be available via a hot link
     in GM Media OnLine http://media.gm.com

   * Archive: A taped replay of the call will be made available
     from 1:00 p.m. EDT March 14, 2007, until 1:00 p.m. EDT
     March 16, 2007.  Dial 1-800-633-8284 (or 402-977-9140 for
     international access) and enter reservation number 21332769
     to access the taped replay.

As reported in the Troubled Company Reporter on Mar. 8, 2007, the
automaker pushed back the filing of its Annual Report on Form 10-K
with the U.S. Securities and Exchange Commission after failing to
make the March 1 filing deadline.

According to the company, the delay is due to the issues regarding
the accounting for deferred income tax liabilities and certain
hedging activities under the Statement of Financial Accounting
Standards.

GM also intends to report restated results for the years ended
Dec. 31, 2002, to Dec. 31, 2005, and for the first three quarters
of 2006.

"As disclosed in prior [SEC] filings, the current estimate of the
cumulative impact of the accounting adjustments under SFAS No. 133
to retained earnings, as of September 30, 2006, is an increase of
approximately $200 million," the company disclosed in its SEC
filing.

"In addition, GM previously disclosed that retained earnings as of
December 31, 2001 and subsequent periods are understated by a
range of US$450 million to US$600 million due to an overstatement
of deferred tax liabilities.  GM currently estimates that the
deferred income tax liability overstatement is approximately
$1 billion.  This impact is partially offset by an estimated
$500 million adjustment to stockholders' equity related to
taxation of foreign currency translation, arising primarily prior
to 2002, and affects all periods through the third quarter of
2006.  The estimate net effect of such tax adjustments results in
an understatement of stockholders' equity as of December 31, 2001
and subsequent periods of approximately $500 million," the company
said.

                    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 MOTORS: May Incur $1 Bil. Charge from Bad Mortgage Loans
----------------------------------------------------------------
General Motors Corp. may take a charge of almost $1 billion to
cover bad mortgage loans made by its former home-lending unit,
Greg Bensinger of Bloomberg reports, citing a Lehman Brothers
Holdings Inc. analyst.

According to the report, the company in November sold a 51% stake
in General Motors Acceptance Corp. for $14.4 billion to a group
led by Cerberus Capital Management LP.

Residential Capital LLC, a part of GMAC, relies on loans to people
with poor or limited credit records or high debt burdens, for more
than three-quarters, or $57 billion, of its loan portfolio,
Bloomberg says, citing a research report by Lehman analyst Brian
Johnson.  Delinquency rates on such subprime loans made last year
are at a record high, the report added.

The subprime market is "a key factor to see what the earnings
power of GM's remaining interest in GMAC is going to be," Mr.
Johnson said in an interview with Bloomberg.

Mr. Johnson told Bloomberg last month that GM may have to spend as
much as $950 million to make up the difference between the
original value of the finance unit and any losses for subprime
loans made by ResCap.

GM spokeswoman Renee Rashid-Merem and GMAC spokeswoman Toni
Simonetti both declined to comment on analysts' estimates for the
automaker's subprime mortgage exposure, Bloomberg said.

                     Possible Chrysler Tie-Up

DaimlerChrysler AG Chief Executive Officer Dieter Zetsche
confirmed last week his company is talking to General Motors about
sharing the costs of future sport-utility vehicles, but he and
GM's CEO stayed mum about whether GM could try to buy its Chrysler
arm outright, Stephen Power and Neal E. Boudette of the Wall
Street Journal reported.

According to the source, Mr. Zetsche reiterated that the auto
maker is considering "all options" for Chrysler, including a
possible sale, which move came amid rising investor frustration
over the division's losses.  

As reported in the Troubled Company Reporter on Mar. 8, 2007,
General Motors Chief Executive Rick Wagoner said he does not
expect a consolidation in the U.S. auto industry in the near term
despite the intense pressures from fierce competition and excess
production capacity, Neal E. Boudette and Stephen Power of The
Wall Street Journal reported.

The U.S. auto industry has enough plants to produce more vehicles
than it sells for at least 10 years, the Journal said, citing
Mr. Wagoner as saying in an interview.

Reuters' Kevin Krolicki cited Mr. Wagoner's previous statement
that escalating costs would mean more industry alliances and
mergers.

Reuters said in that report that according to Mr. Wagoner, the
costs of developing the next generation of automobiles, especially
the replacement for the traditional internal combustion engine,
meant that the industry would be driven toward deeper
collaboration.

GM is open to tie-ups with other automakers to develop an all-
electric car like the Chevrolet Volt concept that GM unveiled in
January, Mr. Wagoner said, as cited by Reuters.

                    Higher February U.S. Sales

Despite an expected 6 to 7% decline in its U.S. industry sales,
the automaker reported a 3.4% total sales increase last month, due
to an 11% retail sales increase.  

The company lowered its sales forecast for last month following
its decision to reduce sales to daily rental fleets.

As reported in the Troubled Company Reporter on Mar. 1, 2007, GM
reduced discounted fleet sales with the prospect of returning
to profitability in North America.  The move, according to
analysts, allowed the automaker to keep its assembly plants
running but eroded the value of its brands.

According to Reuters, GM planned to cut its daily rental sales
more than 200,000 units this year after a reduction of about
77,000 units in 2006.  The planned cuts would take GM's annual
rental-related sales below 700,000 units by the end of 2008 from
more than 1 million before the effort began.

                    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 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.


GREAT PLAINS: Earns $127.6 Million in Year Ended December 31
------------------------------------------------------------
Great Plains Energy, Inc. reported a net income of $127.63 million
on total operating revenues of $2.67 billion for the year ended
Dec. 31, 2006, compared with a net income of $162.29 million on
total operating revenues of $2.6 billion for the year ended
Dec. 31, 2005.

Company revenues consisted of revenues from Kansas City Power
and Light's increased $1.14 billion in 2006, as compared with
$1.13 billion in 2005 due to increased retail revenues; Strategic
Energy revenues of $1.53 billion in 2006, as compared with
revenues of $1.47 billion in 2005; and other revenues of
$2.88 million in 2006, as compared with $2.6 million a year
earlier.

As of Dec. 31, 2006, the company's balance sheet showed
$4.33 billion in total assets, $2.95 billion in total liabilities,
resulting to $1.38 billion in total capitalization and
shareholders' equity.  As of Dec. 31, 2006, the company had
$607.5 million in long-term debt, excluding current maturities.

The company's December 31 balance sheet also showed strained
liquidity with $570.78 million in total current assets available
to pay $1.2 billion in total current liabilities coming due within
the next 12 months.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b23

                            Guarantees

Great Plains Energy and certain of its subsidiaries enter into
various agreements providing financial or performance assurance to
third parties on behalf of certain subsidiaries.  Such agreements
include, guarantees and indemnification of letters of credit and
surety bonds.

Great Plains Energy has provided $258.7 million of guarantees to
support certain Strategic Energy power purchases and regulatory
requirements.  At Dec. 31, 2006, guarantees related to Strategic
Energy are as follows:

     -- Great Plains Energy direct guarantees to counter parties
        totaling $142 million, which expire in 2007;

     -- Great Plains Energy indemnifications to surety bond
        issuers totaling $500,000, which expire in 2007;

     -- Great Plains Energy guarantee of Strategic Energy's
        revolving credit facility totaling $12.5 million, which
        expires in 2009; and

     -- Great Plains Energy letters of credit totaling
        $103.7 million, which expire in 2007.

At Dec. 31, 2006, KCP&L had guaranteed, with a maximum potential
of $2.9 million, energy savings under an agreement with a customer
that expires over the next three years.  A subcontractor would
indemnify KCP&L for any payments it made under this guarantee.

                          Credit Facility

During 2006, Great Plains Energy entered into a five-year
$600 million revolving credit facility with a group of banks.
The facility replaced a $550 million revolving credit facility
with a group of banks.  At Dec. 31, 2006, the company had no
cash borrowings and had issued letters of credit totaling
$103.7 million under the credit facility as credit support for
Strategic Energy.

                     About Great Plains Energy

Based in Kansas City, Missouri, Great Plains Energy, Inc.
(NYSE:GXP) -- http://www.greatplainsenergy.com/-- is the holding  
company for Kansas City Power & Light Company, a regulated
provider of electricity in the Midwest, and Strategic Energy LLC,
a competitive electricity supplier.

                           *     *     *

Great Plains Energy's preferred stock carries Moody's Investors
Service's Ba1 rating.


HARRAH'S ENTERTAINMENT: Earns $47 Million in Quarter Ended Dec. 31
------------------------------------------------------------------
Harrah's Entertainment Inc. reported net income of $47.6 million
on revenues of $2.43 billion for the fourth quarter ended
Dec. 31, 2006, compared with a net loss of $142.2 million on
revenues of $2.095 billion for the same period in 2005.

Fourth-quarter income from operations was $229.7 million, an
increase of 47.4 percent from income from operations of
$155.8 million in the year-ago quarter.  Income from continuing
operations was $39.4 million, compared with a loss of
$24.5 million posted in the 2005 fourth quarter.  The 2006 and
2005 fourth-quarter results were impacted by $20.7 million and
$138.6 million, respectively, in charges to recognize the
impairment of certain intangible assets.

Fourth-quarter same-store sales at properties that Harrah's has
operated for more than 12 months rose 6.8 percent from the year-
ago quarter.  The comparison excludes properties closed in the
prior year period due to hurricane damage sustained in the third
quarter of 2005.

Harrah's Entertainment Inc. reported net income of $535.8 million
on net revenues of $9.673 billion for the year ended
Dec. 31, 2006, compared with net income of $236.4 million on net
revenues of $7.01 billion in 2005.

Full-year 2006 income from operations was $1.556 billion, up 51.3
percent from $1.029 billion in 2005.  Income from continuing
operations in 2006 was $523.9 million, compared with
$316.3 million in 2005.  

The effective tax rate for the full-year 2006 was 36.1 percent,
compared with 41.7 percent in 2005.  The 2006 effective tax rates
reflect the impact of certain income-tax benefits identified as
the company completed its 2005 tax returns and the adjustment to
tax reserves due to issues in tax periods that have now been
settled.  Excluding the impact of these benefits from the tax-rate
calculation, the effective tax rates for 2006 would have been 38.6
percent.

                     Fourth-Quarter Highlights

Harrah's entered into a definitive agreement with affiliates of
Texas Pacific Group (TPG) and Apollo Management L.P. (Apollo) to
acquire the company in an all-cash transaction.  Under the terms
of the agreement, Harrah's stockholders will receive $90 in cash
for each outstanding Harrah's share.  On Feb. 8, 2007, Harrah's
filed a preliminary proxy statement with the Securities and
Exchange Commission that provides details regarding the pending
sale of the company.

In December 2006, Harrah's completed the acquisition of London
Clubs, which operates seven casinos in the United Kingdom, two in
Egypt and one in South Africa, and has four others under
development in the UK.

On Oct. 2, 2006, Harrah's announced a definitive agreement to
acquire the Barbary Coast, giving the company control of three of
the four corners of Las Vegas Boulevard and Flamingo Road.  
Coupled with previously completed land-purchase agreements, the
Barbary Coast transaction will give Harrah's control of about 350
acres at or near the center of the Las Vegas Strip.

"During the 2006 fourth quarter, continued robust visitation in
the Las Vegas Region, due in large part to completion of the
integration of our Total Rewards customer-loyalty program into the
Caesars legacy properties, drove revenues to a record level," said
Gary Loveman, Harrah's Entertainment chairman, president and chief
executive officer.  "Development costs and narrower margins in
Atlantic City than in the 2005 fourth quarter impacted overall
Property EBITDA and, combined with higher interest expenses,
affected per-share results."

At Dec. 31, 2006, the company's balance sheet showed
$22.284 billion in total assets, $16.161 billion in total
liabilities, $52.4 million in minority interests, and
$6.071 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?1b14

The company had cash and cash equivalents of $799.6 million at
Dec. 31, 2006, compared to $724.4 million at Dec. 31, 2005.

                    About Harrah's Entertainment

Harrah's Entertainment (NYSE: HET) -- http://www.harrahs.com/--  
is the world's largest provider of branded casino entertainment.  
The company's properties operate primarily under the Harrah's,
Caesars and Horseshoe brand names; Harrah's also owns the London
Clubs International family of casinos.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Fitch Ratings may downgrade Harrah's Entertainment Inc.'s Issuer
Default Rating into the 'B' category from its current 'BB+' rating
based on the planned capital structure for its leveraged buyout by
Apollo Management and Texas Pacific Group, which was outlined in
its preliminary proxy statement.  


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.


HEALTHSOUTH: Dec. 31 Balance Sheet Upside-Down by $2.184 Billion
----------------------------------------------------------------
Health South Corp.'s balance sheet at Dec. 31, 2006, showed
$3.359 billion in total assets, $4.885 billion in total
liabilities, $271.1 million in minority interest, and
$387.4 million in convertible perpetual stock, resulting in a
$2.184 billion total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $880.3 million in total current assets available to
pay $1.261 billion in total current liabilities.

HealthSouth Corp. reported a net loss of $625 million on net
operating revenues of $3 billion for the year ended Dec. 31, 2006,
compared with a net loss of $446 million on net operating revenues
of $3.117 billion for the year ended Dec. 31, 2005.

Loss from continuing operations before income tax expense
increased 63.9% to $557.9 million in 2006 from loss from
continuing operations before income taxes of $340.4 million in
2005.

Loss from continuing operations before income tax expense for 2006
included a $365.6 million loss on early extinguishment of debt
related primarily to the private offering of senior notes in June
2006 and a series of recapitalization transactions in the first
quarter of 2006, and a $31.2 million reduction in the liability
associated with the company's securities litigation settlement.  
Pre-tax loss from continuing operations for 2005 included a
$215 million settlement associated with the securities litigation.

Excluding these items, pre-tax loss from continuing operations for
2006 was $223.5 million, compared to a pre-tax loss from
continuing operations for 2005 of $125.4 million, resulting in an
increase of $98.1 million year over year.  Additionally, the
company recorded a $30.5 million net gain on lease termination
during 2005 associated with the Braintree and Woburn facilities,
representing the difference between the $42 million liability that
remained under the lease when the lease was terminated and the
remaining liability on the date the judgment was entered against
the company in 2005.

Loss from continuing operations was $599 million in 2006, compared
with $378.8 million in 2005.

Loss from discontinued operations for 2006 was $26 million,
compared with $67.2 million in 2005.  The decrease was primarily
due to the $34.6 million decrease in loss from discontinued
operations in the corporate and other segment.

Volume decreases in the company's operating segments was the
primary factor that contributed to the declining net operating
revenues in 2006.  The company's inpatient segment reduced its
"non-compliant" case volumes due to the continued phase-in of the
75% Rule.  

Surgery centers that became equity method investments rather than
consolidated entities in 2006 and 2005 as a result of ownership
changes, facility closures that did not qualify as discontinued
operations, and market competition negatively impacted volumes in
the surgery centers segment.

Competition from physician-owned similar sites, the nationwide
physical therapist shortage, closure of underperforming facilities
that did not qualify as discontinued operations, and the annual
per beneficiary limitations on Medicare outpatient therapy
services that became effective Jan. 1, 2006 continued to
negatively impact volumes in the outpatient segment.

Competition from physician-owned diagnostic equipment and the
closure of underperforming facilities that did not qualify as
discontinued operations continued to negatively impact volumes in
the diagnostic segment.

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?1b16

                           Long-term Debt

As of Dec. 31, 2006, the company had approximately $3,402,300,000
of long-term debt outstanding, compared with $3,401,900,00 at
Dec. 31, 2005.

As of Dec. 31, 2006, approximately $170 million was drawn under
the $400 million revolving credit facility (excluding
approximately $32.3 million utilized under the revolving letter of
credit subfacility) due to seasonal borrowing needs, the timing of
interest payments, and government settlement payments.

                         About HealthSouth  

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(OTC Pink Sheets: HLSH) -- http://www.healthsouth.com/-- is the  
largest provider of rehabilitative health care and ambulatory
surgery services in the United States, with 978 facilities and
approximately 33,000 full- and part-time employees.  The company
provides these services through a national network of inpatient
and outpatient rehabilitation facilities, outpatient surgery
centers, diagnostic centers, and other health care facilities.


HOME PRODUCTS: Court Confirms Second Amended Reorganization Plan
----------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware has confirmed the Second Amended Plan
of Reorganization filed by Home Products International Inc. and
Home Products International - North America Inc.

The Court determined that the Plan satisfies the standards for
confirmation under Section 1129(a) of the Bankruptcy Code.

The Plan, as reported in the Troubled Company Reporter on Feb. 2,
2007, provides that these classes of claims are unimpaired:

   -- Administrative Claims,
   -- Priority Tax Claims,
   -- Class 1 Priority Non-Tax Claims,
   -- Class 2 Prepetition Lender Secured Claims,
   -- Class 3 Miscellaneous Secured Claims,
   -- Class 4 General Unsecured Claims, and
   -- Class 7 Interests in HPI-NA.

Class 5 Noteholder Claims and Class 6 Interests in HPI are
impaired classes.

At the Debtors' option, holders of Allowed Administrative Claims
will be paid:

   -- in full in cash on the later of the plan effective date or
      the date the claim is allowed, or

   -- on terms agreed upon by the holder and the debtors.

Holders of Allowed Priority Tax Claims will receive cash payments
in equal annual installments starting on the anniversary of the
plan effective date, together with interest on the unpaid balance
on the later of the plan effective date, the date the claim is
allowed, or the date the holder and the Debtors made an agreement.

Holders of Allowed Class 1 Priority Non-Tax Claims will received
cash on the later of the plan effective date, the date the claim
is allowed, or the date the holder and the Debtors made an
agreement.

Holders of Allowed Prepetition Lender Secured Claims will be
allowed in an amount equal to the principal amount outstanding on
the plan effective date plus accrued and unpaid interest, costs,
attorneys' fees, and expeses through the effective date.
Reorganized HPI-NA will pay the allowed claim in cash on the later
of the plan effective date or the date the claim became allowed.

At the sole option of the Reorganized Debtors, on the plan
effective date:

   -- the legal, equitable, and contractual rights of each holder
      of Class 3 Allowed Miscellaneous Secured Claims and Class 4
      Allowed General Unsecured Claims will remain the same and
      will not be discharged upon confirmation of the plan, or

   -- the Reorganized Debtors will provide other treatment as they
      and the holders agree.

Holders of Class 5 Allowed Noteholder Claims will receive:

   -- their pro rata share on 95% of the New HIP stock on the plan
      effective date, subject to dilution by the Management
      Incentive Plan Shares and Option.  The holders, however, may
      elect on the ballot to receive, in lieu of the new stock,
      cash equal to $22.97 for each $1,000 of Notes held, and

   -- the right to purchase New Convertible Notes.

Holders of Class 6 Allowed Interests in HPI will be cancelled.
Holders of Class 7 Allowed Interests in HPI-NA, however, will
retain their interests since Old HPI-NA stock will not be
cancelled.

A full-text copy of Home Product's Second Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?1952  

A full-text copy of Home Product's Second Amended Plan of
Reorganization is available for free at:

               http://ResearchArchives.com/t/s?1953  

                        About Home Products

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and markets
ironing boards, covers, and other high-quality, non-electric
consumer houseware products.  The Debtor's product lines include
laundry management products, bath and shower organizers, hooks,
hangers, home and closet organizers, and food storage containers.
Their products are sold under the HOMZ brand name, and are
distributed to hotels, discounters, and other retailers such as
Wal-Mart, Kmart, Sears, Home Depot, and Lowe's.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Eric D.
Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between $1 million and
$100 million and debts of more than $100 million.


IRIDIUM OPERATING: Court Moves Excl. Plan Filing Period to July 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Iridium Operating LLC and its debtor-affiliates' 27th
motion extending the Debtors' exclusive periods.

The Bankruptcy Court gave the Debtors until July 14, 2007, to file
a chapter 11 plan of reorganization and until Sept. 9, 2007, to
solicit acceptances of that plan.

The Debtor said they need the extensions to implement a proposed
settlement with regards to an ongoing litigation against Motorola
Inc.

                        Motorola Litigation

In July 2001, the Official Committee of Unsecured Creditors sued
Motorola for $8 billion alleging 10 different causes of action.  
Motorola is the Debtor's principal investor.  The lawsuit is still
pending.

Subsequently, the Debtors signed a settlement with The Chase
Manhattan Bank and the rest of their senior secured lenders
resolving a suit commenced by the Creditors Committee in the
Debtors' behalf, seeking to avoid liens on $154.6 million of the
Debtors' assets.  The Bankruptcy Court approved the Settlement
Agreement.  The U.S. District Court for the Southern District of
New York affirmed the decision after Motorola appealed the
Bankruptcy Court's decision.  

Motorola brought the issue to the U.S. Court of Appeals for the
Second Circuit.

                         Motorola's Appeal

Bill Rochelle of Bloomberg News relates that Motorola won in its
appeal regarding the Bankruptcy and District Courts' ruling on its
long-running dispute with the Debtor's creditors.

According to the source, the decision by the U.S. 2nd Circuit
Court of Appeals in New York stated that creditors with top
priority cannot settle by allowing payments to creditors with low
priority while excluding those in the middle.

Motorola, the report says, asserted $1.3 billion in priority
claims that should be paid after those of senior secured bank
creditors, but before claims by unsecured creditors.  Of the
$130 million in dispute, the settlement gave $92.5 million to the
banks and $37.5 million to unsecured creditors.

The lawsuit filed by the Committee against Motorola is not
directly related to the March 5 appeals court ruling, Mr. Rochelle
says.

                     About Iridium Operating

Iridium Operating LLC used to develop and deploy global wireless
personal communication systems.  On August 19, 1999, some holders
of Iridium's senior notes filed an involuntary chapter 11 petition
(Bankr. S.D.N.Y. Case No: 99-45005) against Iridium and its
subsidiary Capital Corp.  At that time, the Debtors were highly
leveraged with $3.9 billion in secured and unsecured debt.  On the
same date, Iridium and 7 other subsidiaries filed voluntary
chapter 11 petitions in Delaware.  They consented to the
jurisdiction of the N.Y. Court in Sept. 7, 1999.  

William J. Perlstein, Esq., and Eric R. Markus, Esq., at Wilmer,
Cutler & Pickering represent the Debtors in their restructuring
efforts.  John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP
represent the petitioning creditors: Magten Partners, Wall
Financial Investments (USA) Ltd., and Canyon Capital Advisors LLC,
as Fund Manager for The Value Realization Fund, L.P.  Bruce
Weiner, Esq., at Rosenberg, Musso & Weiner LLP, represent the
Official Committee of Unsecured Creditors.


KANSAS CITY SOUTHERN: Earns $108.9 Million in Year Ended Dec. 31
----------------------------------------------------------------
Kansas City Southern generated a net income of $108.9 million on
revenues of $1.6 billion for the year ended Dec. 31, 2006,
compared with a net income of $100.9 million on revenues of
$1.3 billion for the year ended Dec. 31, 2005.

Operating income increased $242 million in 2006 to $304.3 million,
as compared with $62.3 million in 2005.  The increase in operating
income was driven primarily by increased revenues during the year.

The company achieved record revenues in 2006, over revenues in
2005, which was primarily driven by price increases, new and
expanding business in both the U.S. and Mexico, and by the
continued integration of the consolidated operations results of
Kansas City Southern de Mexico, S. de R.L. de C.V.  

The company's Dec. 31, 2006, balance sheet showed total assets
of $4.6 billion, total liabilities of $2.9 billion, and minority
interests of $100.3 million, resulting to total stockholders'
equity of $1.6 billion.

As of Dec. 31, 2006, the company's cash provide by operating
activities was $267.5 million, cash used for investing activities
was $166 million, and cash used for financing activities was
$53.6 million, resulting to $79 million in cash and cash
equivalents, a net increase in cash flow of $47.9 million.

A full-text copy of the company's annual report for 2006 is
available for free at http://ResearchArchives.com/t/s?1b24

                         Outlook for 2007

Kansas City Southern expects consolidated revenue growth in 2007
to be in line with 2005 and 2006.  Price increases and higher
volume are expected to be key drivers of growth.

With continued productivity increases in operations as well as the
projected revenue growth, the full year operating ratio for 2007
is expected to fall below 80 percent.  Although, the company
believes seasonality of business will have an impact on the
current quarter-over-quarter improvement trends in the first half
of the year.

The company believes that liquidity will continue to improve as
will its key credit statistics with anticipated improvements in
operating income, continued focus on working capital reduction and
other balance sheet opportunities.

The company projects cash capital expenditures to maintain the
railroad and meet anticipated future demand to be around
$270 million in 2007.  It also plans to acquire 150 new
locomotives through operating lease arrangements at a cost of
about $300 million.  It is currently projected that U.S.
operations will take delivery of 60 locomotives and 90 locomotives
will be used in Mexico.

Panama Canal Railway, an equity investment of KCS, is also
expected to continue strong growth in volumes and cash flow.

                      Credit Facility Waiver

On Jan. 31, 2007, Kansas City Southern provided written notice to
the lenders under the 2006 Credit Agreement of certain
representation and other defaults under the 2006 Credit Agreement
arising from the potential defaults, which existed under the
Kansas City Southern Railway indentures.  

These defaults limited KCSR's access to the revolving credit
facility.  In its notice of default, the company also requested
that the lenders waive these defaults.

On Feb. 5, 2007 the company received a waiver of such defaults
from all of the lenders under the 2006 Credit Agreement. The
Company is currently not in default of the 2006 Credit Agreement
and has access to the revolving credit facility.

                    About Kansas City Southern

Kansas City Southern is a Delaware holding company with principal
operations in rail transportation.  The company owns and operates
domestic and rail operations in North America that are
strategically focused on the growing north/south freight corridor
connecting key commercial and industrial markets in the central
U.S. with major industrial cities in Mexico.

The company's rail network extends from the Midwest and
Southeastern portions of the U.S. south into Mexico and connects
with all other Class I railroads providing shippers with an
effective alternative to other railroad routes and giving direct
access to Mexico and the southeastern and southwestern U.S.
through less congested interchange hubs.

The company also owns 50% of the stock of the Panama Canal Railway
Company, which holds the concession to operate a 47-mile coast-to-
coast railroad located adjacent to the Panama Canal.  The railroad
handles containers in freight service across the isthmus.  
Panarail Tourism Company, Panama Canal Railway's wholly owned
subsidiary, operates commuter and tourist railway services over
the lines of the Panama Canal Railway.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Kansas
City Southern, including the 'B' corporate credit rating, and
removed the ratings from CreditWatch, where they were placed
Jan. 29, 2007.  The 'D' rating on the preferred stock was not on
CreditWatch.


KMART CORP: Settles with FTC Over Gift Card Sales Practices
-----------------------------------------------------------
Kmart Corporation has agreed to settle Federal Trade Commission
charges that it engaged in deceptive practices in advertising and
selling its Kmart gift card.  As part of the settlement, Kmart
will implement a refund program and publicize it on its Web site.  
This is the agency's first law enforcement action involving gift
cards.

"Consumers have a right to know when gift cards come with strings
attached," FTC Chairman Deborah Platt Majoras said.  "If fees or    
restrictions apply, gift card issuers must fully and clearly
disclose them."

According to the FTC's complaint, Kmart promoted the card as
equivalent to cash but failed to disclose that fees are assessed
after two years of non-use, and misrepresented that the card would
never expire.  Kmart has agreed to disclose the fees prominently
in future advertising and on the front of the gift card.

The FTC's complaint alleges that since 2003, Kmart did not
disclose adequately that after 24 months of non-use, a $2.10
"dormancy fee" would be deducted from the card's balance for each
month of inactivity, resulting in a $50.40 reduction from the
card's value if the card was not used for 24 months.  In many
instances, the Commission alleges, consumers did not learn of the
fee until they attempted to use their cards.

According to the complaint, the Kmart gift card was sold bearing
inadequate disclosures that appeared in fine print on the backside
and that were phrased in legalese.  In some instances the
disclosures on the card were wholly concealed before sale, and
there were no pre-sale disclosures in online sales.  The FTC's
complaint alleges that since December 2005, Kmart's Web site
stated that the gift cards never expire, even though the dormancy
fee caused cards valued at $50.40 or less to expire after two
years of inactivity.  As of May 1, 2006, Kmart stopped charging a
dormancy fee on all Kmart gift cards.

Under the proposed settlement, which is subject to public comment,
Kmart Corporation, Kmart Services Corporation, and Kmart
Promotions LLC, will not advertise or sell Kmart gift cards
without disclosing, clearly and prominently, any expiration date
or fees in all advertising and on the front of the gift card.  The
proposed settlement further requires Kmart to disclose, clearly
and prominently, all material terms and conditions of any
expiration date or fee at the point of sale and before purchase.  
It bars Kmart from misrepresenting any material term or condition
of the gift cards, and prohibits Kmart from collecting dormancy
fees on any gift card sold before the proposed order is issued.

The proposed settlement requires Kmart to reimburse the dormancy
fees for consumers who provide an affected gift card's number, a
mailing address, and a telephone number.  Kmart will publicize the
refund program on its Web site, including a toll-free number,
e-mail address, and a postal address for eligible consumers to
contact Kmart to seek a refund.

The FTC has established a Consumer Hotline at (202) 326-3569 for
consumers who have questions about the refund program.

The Commission vote to accept the proposed consent agreement was
5-0, with Commissioners Pamela Jones Harbour and Jon Leibowitz
issuing a separate statement concurring in part and dissenting in
part.  In their statement, Commissioners Harbour and Leibowitz
said they concur in the decision to bring an action against Kmart,
but dissent in part from the proposed consent agreement because
they believe the remedy should include disgorgement of ill-gotten
profits: "Otherwise, Kmart will remain unjustly enriched by a
substantial amount of buried 'dormancy fees' while many consumers
will have lost the chance for reimbursement because they long ago
threw out their seemingly worthless gift cards in frustration."

Comments should be addressed to:

     Federal Trade Commission
     Office of the Secretary, Room H-135
     600 Pennsylvania Avenue, N.W.,
     Washington, D.C. 20580

Copies of the complaint, proposed consent agreement, and an
analysis of the agreement to aid in public comment are available
from the FTC's Web site at http://www.ftc.gov/and also from:

     Federal Trade Commission
     Consumer Response Center
     Room 130
     600 Pennsylvania Avenue, N.W.
     Washington, D.C. 20580

                      About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates   
approximately 2,114 stores, primarily under the Big Kmart or
Kmart Supercenter format, in all 50 United States, Puerto Rico,
the U.S. Virgin Islands and Guam.

The company filed for chapter 11 protection on Jan. 22, 2002
(Bankr. N.D. Ill. Case No. 02-02474).  Kmart emerged from
chapter 11 protection on May 6, 2003.  John Wm. "Jack" Butler,
Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the retailer in its restructuring efforts.

The company's balance sheet showed $16,287,000,000 in assets and
$10,348,000,000 in debts when it sought chapter 11 protection.  

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  The waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act expired on
Jan. 27, 2005, without complaint by the Department of Justice.


LE-NATURE'S INC: Creditors File Joint Chapter 11 Liquidation Plan
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors, the Ad Hoc
Committee of Secured Lenders, and the Ad Hoc Committee of Senior
Subordinated Noteholders, filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania their Joint Chapter 11 Plan
of Liquidation for Le-Nature's, Inc., and its debtor-affiliates.  
The Plan Proponents a filed a Disclosure Statement explaining that
Plan.

                      Overview of the Plan

The Plan Proponents tell the Court that the Plan's primary
objectives are to:

    -- liquidate the Assets of the Estates and prosecute Causes of
       Action,

    -- maximize the value of the ultimate recovery to all
       Creditors on a fair and equitable basis, compared to the
       value they would receive if the assets of the Debtor was
       liquidated under chapter 7 of the Bankruptcy Code; and

    -- settle, compromise or otherwise dispose of certain disputes
       and Claims.

                       Treatment of Claims

Under the Plan, Administrative Claims, Priority Tax Claims, and
Fee Claims will be paid in full and in cash.

Holders of Priority Non-Tax Claims will be paid 100% of the unpaid
amount of their claim in cash.

Lenders Secured Claims will receive, in full satisfaction,
settlement, release, and discharge of and in exchange for their
Claim:

    (a) a pro-rata share of the Tier One Trust Beneficial
        Interests;

    (b) an additional pro-rata share of the Tier One Trust
        Beneficial Interests, as a result of the disallowance of
        any Disputed Claim under this Class; and

    (c) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement.

Holders of Other Secured Claims will receive, in full satisfaction
of their claims, at the option of the Liquidation Trust:

    (a) payment in cash from proceeds from the sale or disposition
        of the collateral securing their claims, to the extent of
        the value of any holder's Lien on such property;

    (b) surrender of the collateral securing their claims; or

    (c) other distributions as that will satisfy the requirements
        set forth in Section 1129 of the Bankruptcy Code.

Holders of Subordinated Litigation Claims will receive:

    (a) a pro-rata share of the Tier Three Trust Beneficial
        Interests;

    (b) additional pro-rate share of the Tier Three Trust
        Beneficial Interests, as a result of the disallowance of
        any Disputed Claim in this Class; and

    (c) all proceeds distributed pursuant to the terms of
        the Plan and the Liquidation Trust Agreement.

Interest Holders will receive:

    (a) a pro-rata share of the Tier Four Trust Beneficial
        Interests;

    (b) additional pro-rate share of the Tier Four Trust
        Beneficial Interests, as a result of the disallowance of
        any Disputed Interest in this Class; and

    (c) all proceeds distributed pursuant to the terms of
        the Plan and the Liquidation Trust Agreement.

                       Unsecured Claims

The Plan Proponents disclose that Unsecured Claims are divided
into three sub-classes:

    * Lenders Unsecured Claims;
    * General Unsecured Claims; and
    * Unsecured Subordinated Notes Claims.

Under the Plan, Holders of Lenders Unsecured Claim will receive:

    (a) a pro-rata share of the Tier Two Trust Beneficial
        Interests;

    (b) an additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of disallowance of any
        Disputed Claim under this class;

    (c) and additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of Turnover Enforcement
        of Unsecured Subordinated Notes Claims distributions; and

    (d) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement.

Creditors holding General Unsecured Claims will receive:

    (a) a pro-rata share of the Tier Two Trust Beneficial
        Interests;

    (b) an additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of disallowance of any
        Disputed Claim under this class;

    (c) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement.

Holders of Unsecured Subordinated Notes Claims will receive:

    (a) a pro-rata share of the Tier Two Trust Beneficial
        Interests;

    (b) an additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of disallowance of any
        Disputed Claim under this class;

    (c) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement, provided, however,
        that the distributions will be deemed reallocated and
        distributed on account of Lenders Unsecured Claims, as a
        settlement of potential claims by Lenders for enforcement
        of contractual subordination provisions in Senior
        Subordinated Notes Indenture, in accordance with the
        "Turnover Enforcement."


A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=070312002018

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC,
represents the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and John K. Sherwood,
Esq., Sharon L. Levine, Esq., and Kenneth A, Rosen, Esq., at
Lowenstein Sandler PC, represent the Official Committee of
Unsecured Creditors.  Edward S. Weisfelner, Esq., Robert J. Stark,
Esq., and Andrew Dash, Esq., at Brown Rudnick Berlack Israels LLP,
and James G. McLean, Esq., at Manion McDonough & Lucas represent
the Ad Hoc Committee of Secured Lenders.  Thomas Moers Mayer,
Esq., and Matthew J. Williams, Esq. at Kramer Levin Naftalis &
Frankel LLP, represent the Ad Hoc Committee of Senior Subordinated
Noteholders.  


LE-NATURE'S INC: Disclosure Statement Hearing Set for April 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
set a hearing at 3:00 p.m., on April 17, 2007, to consider the
adequacy of the Disclosure Statement explaining the Joint Chapter
11 Plan of Liquidation filed by the Official Committee of
Unsecured Creditors, the Ad Hoc Committee of Secured Lenders, and
the Ad Hoc Committee of Senior Subordinated Noteholders, for Le-
nature's, Inc., and its debtor-affiliates.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC,
represents the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and John K. Sherwood,
Esq., Sharon L. Levine, Esq., and Kenneth A, Rosen, Esq., at
Lowenstein Sandler PC, represent the Official Committee of
Unsecured Creditors.  Edward S. Weisfelner, Esq., Robert J. Stark,
Esq., and Andrew Dash, Esq., at Brown Rudnick Berlack Israels LLP,
and James G. McLean, Esq., at Manion McDonough & Lucas represent
the Ad Hoc Committee of Secured Lenders.  Thomas Moers Mayer,
Esq., and Matthew J. Williams, Esq. at Kramer Levin Naftalis &
Frankel LLP, represent the Ad Hoc Committee of Senior Subordinated
Noteholders.  


LSI Logic: Earns $59 Million in Fourth Quarter Ended December 31
----------------------------------------------------------------
LSI Logic Corporation reported fourth quarter 2006 revenues of
$524 million, a 3% increase year-over-year compared to the
$506 million reported in the fourth quarter of 2005, and up 6%
sequentially compared to the $493 million reported in the third
quarter of 2006.

Fourth quarter 2006 net income was $59 million, compared to fourth
quarter 2005 net income of $38 million.  Fourth quarter 2006
results compare to third quarter 2006 net income of $44 million.
Fourth quarter 2006 net income included $10.9 million of stock-
based compensation expense and a net charge of $5.2 million from
special items, acquisition-related amortization, restructuring and
their related tax effect.

Cash and short-term investments totaled $1.01 billion at quarter
end, with $272 million in repayment of convertible notes completed
during the quarter.

"Our solid fourth quarter performance was fueled by the
seasonally-strong demand for storage products, with 22% sequential
growth and record quarterly revenue in our Engenio systems
business," said Abhi Talwalkar, LSI Logic president and chief
executive officer.  "For the full year, storage semiconductor and
system revenues grew at healthy, double-digit rates of 14% and 12%
respectively.  During the quarter, we also agreed to merge with
Agere Systems Inc. to create a storage, networking and consumer
powerhouse that we anticipate will better serve our customers,
shareholders and employees."

LSI recorded full year 2006 revenues of $1.982 billion, a 3%
increase compared to $1.919 billion in 2005.  The company reported
2006 net profit of $170 million, which includes $47 million of
stock-based compensation expense and a net charge of $19.5 million
from special items, acquisition-related amortization,
restructuring and their related tax effect.  Full year 2006
results compare to full year 2005 net loss of $6 million which
included a $91 million non-cash charge associated with the sale of
the company's former Gresham, Oregon manufacturing facility.

"GAAP net income for the quarter grew 35% sequentially and 56%
compared to the same quarter in 2005," said Bryon Look, LSI Logic
chief financial officer.  "Our balance sheet remained strong with
a net cash position of $659 million.  The company generated
operating cash flows of $51 million for the quarter and
$247 million for the full year."

At Dec. 31, 2006, the company's balance sheet showed
$2.852 billion in total assets, $956.2 million in total
liabilities, $235,000 in minority interest in subsidiary, and
$1.895 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?1b20

                          About LSI Logic

Based in Milpitas, California, LSI Logic Corporation (NYSE: LSI)
-- http://www.lsi.com/-- is a leading provider of silicon-to-
systems solutions that are used at the core of products that
create, store and consume digital information.  LSI offers a broad
portfolio of capabilities including custom and standard product
ICs, host bus and RAID adapters, storage area network solutions
and software applications.  

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 5, 2006,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on LSI Logic Corp.


M/I HOMES: S&P Rates $100 Mil. 9.75% Preferred Stock Offering at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to a
$100 million 9.75% preferred stock offering by M/I Homes Inc.  The
rating on this new issuance does not affect the existing 'BB'
corporate credit rating on M/I Homes or Standard & Poor's  
negative outlook.

Proceeds from the offering are expected to be used to reduce
borrowings under the company's revolving credit agreement.  
Standard & Poor's view this preferred stock as a costly capital
source in relation to the company's average cost of debt; however,
the security does receive partial equity consideration.

Standard & Poor's treats the preferred stock issuance as having an
intermediate level of equity content, which for ratio calculation
purposes results in 50% of the security being treated as equity
and 50% as debt.  Additionally, the preferred stock contains
change-of-control language that, under certain circumstances,
allows M/I Homes to optionally redeem the preferred stock or
accept a 100-basis-point increase to 10.75%.

Although this transaction will enhance near-term liquidity and
create room under the company's credit facility interest coverage
covenant, the rating agency maintains its negative outlook because
Standard & Poor's expects market conditions to remain challenging
and to pressure already weakened cash flow.


MAGNOLIA ENERGY: Court Approves Refinancing Transaction
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Magnolia Energy L.P. and its debtor-affiliates to enter into a
transaction that will refinance their business.

The Debtors tell the Court that its indirect equity holder, Kelson
Holdings LLC, has been pursuing a potential refinancing of several
power plan projects including their facility in Benton County,
Mississippi.

Mayflower Energy, Inc., a subsidiary of Kelson and also an
indirect equity holder in the Debtors, signed an engagement letter
with Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Merrill Lynch Capital Corporation.  The Debtors disclose that
Merrill Lynch has started a marketing process to refinance various
businesses indirectly owned by Kelson, including the Benton County
facility.

Pursuant to the Refinance Transaction, non-debtor subsidiaries of
Kelson will borrow funds sufficient to make a capital contribution
to the Debtors to enable the Debtors to repay, among other things,
all existing valid secured and unsecured claims against the
Debtors and valid expenses of administration of the Debtors'
estates.  These borrowings will be secured by a pledge of their
equity interests in various subsidiaries.  The obligations will be
guaranteed by various operating subsidiaries, including the
Debtors, and will pledge their assets to secure the obligations
under the guaranty.

The Debtors related to the Court that upon the closing of the
refinance transaction, there will be no longer a need for further
restructuring efforts in Chapter 11 as funds will be available to
pay all creditors in full in accordance with their contractual
rights.

In this regard, the Court also ordered that upon closing of the
refinancing and filing of a certification stating that the closing
of the transaction and payment of the claims have occurred, the
Debtors' chapter 11 cases will be considered closed.

                      About Magnolia Energy

Headquartered in Ashland, Michigan, Magnolia Energy L.P., and
three of its affiliates filed for chapter 11 protection on
Sept. 29, 2006 (Bankr. D. Del. Case Nos. 06-11069 through
06-11072).  Mark D. Collins, Esq., at Richards Layton & Finger,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and debts of
more than $100 million.  The Debtors' exclusive right to file its
Chapter 11 Plan will expire on May 29, 2007.


MALDEN MILLS: Wants Cases Converted to Chapter 7 Liquidation
-------------------------------------------------------------
Malden Mills Industries, Inc., and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Massachusetts to convert
their chapter 11 cases to a chapter 7 liquidation proceeding.

The Debtors tell the Court that they expect to wind-down their
case through chapter 7 and that their Wind-Down request had been
granted.

The Debtors relates that the Wind-Down Order provides that the
actual allowed amounts of:

    a. all administrative claims incurred through the conversion,
       and

    b. other claims as set forth in sections A, B, and C of the
       Wind-Down Budget incurred through the Closing Date,

will be paid.

The Order further provided for GECC's consent to the use of cash
collateral in the form of Sale proceeds to fund the chapter 11
expenses from the Closing Date through the conversion subject to
the Wind-Down Budget.

As reported in the Troubled Company Reporter on March 5, 2007, the
Debtors obtained authority from the Court to sell its business to
Chrysalis Capital Partners LLC for $44 million plus assumed
liabilities.

The Debtors contend that conversion to chapter 7 is the most
effective mechanism to wind-down their estates in an orderly
fashion.

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

The company filed for chapter 11 protection on Nov. 29, 2001
(Bankr. Mass. Case No. 01-47214).  The Court confirmed the
Debtor's plan on Aug. 14, 2003.

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

On Jan. 12, 2007, the Delaware Bankruptcy Court transferred the
case to the U.S. Bankruptcy Court for the District of
Massachusetts (Case No. 07-40124).


MATTRESS HOLDING: Planned Acquisition Spurs S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Houston, Texas-based Mattress
Holding Corp. on CreditWatch with negative implications.  These
actions followed the company's disclosure that it has signed a
letter of intent to acquire Marlboro, Maryland-based Mattress
Discounters Corp. for an as yet undisclosed amount.

The acquisition would add more than 150 stores to Mattress
Holding's existing base of about 350 stores and expand its
operations into the Northeastern U.S., a market previously
untapped by the company.

"The CreditWatch listing will be resolved," said Standard & Poor's
credit analyst John Thieroff, "either upon closing of the
acquisition or an announcement that the transaction will not be
consummated."

Key to Standard & Poor's analysis will be the purchase price,
method of financing, geographic fit of the acquired operations,
and a reassessment of Mattress Holding's growth strategy.

"Scant margin existed in the current ratings for additional
leverage," added Mr. Thieroff, " and should the acquisition be
primarily debt funded, ratings will likely be lowered."


MERIDIAN AUTOMOTIVE: Trustee Wants Beneficiary Record Date Fixed
----------------------------------------------------------------
Ocean Ridge Capital Advisors, LLC, the litigation trustee
appointed pursuant to the Debtors' confirmed plan of
reorganization, asks the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to fix a record date
for identifying:

   (a) Prepetition First Lien Claim Beneficiaries,
   (b) Prepetition Second Lien Claim Beneficiaries, and
   (c) Prepetition General Unsecured Claim Beneficiaries.

Pursuant to the Trust Agreement:

   -- Prepetition First Lien Claim Beneficiaries means Holders,
      as of the Effective Date, of the Prepetition First Lien
      Claim Trust Interests;

   -- Prepetition General Unsecured Claim Beneficiaries means
      Holders of General Unsecured Claims as of the Distribution
      Record Date, to the extent the Claims are Allowed Claims;
      and

   -- Prepetition Second Lien Claim Beneficiaries means Holders,
      as of the Effective Date, of the Prepetition Second Lien
      Claim Trust Interests.

The Litigation Trustee explains that the "Defined Terms" section
of the Debtors' Plan establishes the Distribution Record Date as
the date of the entry of the order confirming the Plan --
Dec. 6, 2006.

The Litigation Trustee, however, points out that pursuant to the
"Notice of (I) Entry of Order Confirming the Fourth Amended Joint
Plan of Reorganization Proposed by the Debtors; (II) the Bar Date
for Certain Administrative Claims; and (III) the Occurrence of
the Effective Date of the Plan" the Debtors filed on Jan. 8,
2007, the Effective Date is Dec. 29, 2006.

Given the provisions of the Trust Agreement that prohibit the
transfer of beneficial interests in or rights to payments to be
made under the Trust Agreement, the Litigation Trustee says, it
appears that the fixed record dates for the identification of
Trust beneficiaries are:

   (a) December 29, 2006 -- the Effective Date -- for Prepetition
       First Lien Claims and Prepetition Second Lien Claims; and

   (b) December 6, 2006 -- the Distribution Record Date -- for
       Prepetition General Unsecured Claims, to the extent that
       the Prepetition General Unsecured Claims are allowed
       claims.

The Litigation Trustee also notes that the Trust Agreement
contains a subsection titled "Identification of Prepetition
General Unsecured Claim Beneficiaries," which requires the
Debtors to promptly deliver to the Litigation Trustee a Claims
Report showing claims as of the Distribution Record Date, and to
provide updated Claims Reports to the Litigation Trustee
periodically.  The Litigation Trustee notes it is authorized to
rely on the Claims Reports for purposes of making distributions
to Prepetition General Unsecured Claim Beneficiaries.

Given that the Plan and the Trust Agreement contemplate that
Prepetition General Unsecured Claims may be disputed as of the
Distribution Record Date, and that holders of disputed
Prepetition General Unsecured Claims are not Trust beneficiaries,
the purpose of the subsequent Claims Reports is presumably to
inform the Litigation Trustee of new Prepetition General
Unsecured Claim Beneficiaries.  

To the extent that any disputed Prepetition General Unsecured
Claims become allowed in whole or in part after the Distribution
Record Date, the holders of the allowed claims will become Trust
Beneficiaries and are entitled to distributions as and to the
extent provided in the Plan and the Trust Agreement, the
Liquidation Trustee tells the Court.

In addition, the Trust Agreement indicates that the Litigation
Trustee may rely on the Claims Reports for the addresses of the
Prepetition General Unsecured Claim Beneficiaries.  

Prepetition First Lien Claim Beneficiaries and Prepetition Second
Lien Claim Beneficiaries are permitted to send written notice of
changes of address directly to the Litigation Trustee, but the
Trust Agreement contains no provision with respect to Prepetition
General Unsecured Claim Beneficiaries, the Litigation Trustee
adds.

The Litigation Trustee asks Judge Walrath to clarify that:

   -- the fixed record date for identifying Prepetition First
      Lien Claim Beneficiaries and Prepetition Second Lien Claim
      Beneficiaries is Dec. 29, 2006, the Plan Effective
      Date;

   -- the fixed record date for identifying Prepetition General
      Unsecured Claim Beneficiaries is Dec. 6, 2006, the
      Distribution Record Date, for those holders of Prepetition
      General Unsecured Claims whose claims are allowed as of
      Dec. 6, 2006;

   -- the Litigation Trustee is authorized to rely on the Claims
      Reports provided to it by the Debtors for the addresses of
      Prepetition General Unsecured Claim Beneficiaries, for the
      dollar amount of the claim of each Prepetition General
      Unsecured Claim, and for information concerning Prepetition
      General Unsecured Claims that are disputed as of the
      Distribution Record Date and are subsequently allowed in
      whole or in part; and

   -- the Litigation Trustee is authorized to recognize as Trust
      Beneficiaries and make distributions solely to:

      (a) holders of Prepetition First Lien Claims and
          Prepetition Second Lien Claims as of Dec. 29, 2006;

      (b) holders of allowed Prepetition General Unsecured Claims
          as of Dec. 6, 2006; and

      (c) holders of Prepetition General Unsecured Claims that
          are allowed after Dec. 6, 2006, to the extent the
          allowance is reflected in the Claims Reports provided
          to the Trustee and consistent with the Plan and the
          Trust Agreement.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  

Judge Walrath confirmed the Revised Fourth Amended Reorganization
Plan of Meridian and that plan became effective on Dec. 29, 2006.
(Meridian Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: EPA Wants $9 Mil. in Clean Air Act Penalties
-----------------------------------------------------------------
The United States Environmental Protection Agency asks the U.S.
Bankruptcy Court for the District of Delaware to compel Meridian
Automotive Systems Inc. and its affiliates to pay civil penalties
for violation under the Clean Air Act.

Matthew McKeown, Esq., Trial Attorney, Environmental Enforcement
Section of Environment and Natural Resources Division of the U.S.
Department of Justice, in Washington D.C., states that civil
penalties for those violations qualify as administrative expenses
under Section 503 of the Bankruptcy Code.

From April 26, 2005, until May 24, 2006, volatile organic
compound emissions from a Sheet Molding Machine at the Debtors'
plant in Jackson, Ohio, exceeded the hourly, daily, and yearly
limitations set forth in the Permit to Install and the Title V
permit the Debtors obtained.

Mr. McKeown says that the Debtors are liable for civil penalties
of up to $32,500 per day -- for 279 days -- for each of the
violations.  Accordingly, the statutory maximum in civil
penalties for which the Debtors may be liable for each violation
is roughly $9,000,000.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  

Judge Walrath confirmed the Revised Fourth Amended Reorganization
Plan of Meridian and that plan became effective on Dec. 29, 2006.
(Meridian Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MOVIE GALLERY: Loan Revision Cues Moody's to Lift Rating to B1
--------------------------------------------------------------
Moody's Investors Service upgraded the rating on Movie Gallery
Inc.'s $100 million senior secured credit facility to B1 and
affirmed all its other ratings after the companies revision of its
new capital structure and change in the terms of the revolving
credit facility.  The rating outlook remains positive.

The upgrade reflects the revolving credit facility now being a
"first-out" revolver that will get paid first in the event of a
default.  In addition, the capital structure changed such that the
first lien term loan was increased to $600 million from the
original $525 million and the second lien term loan was decreased
to $175 million from the original $250 million, as discussed in
Moody's press release dated Feb. 20, 2007.  The total amount of
the debt in the capital structure remains unchanged.

This rating is upgraded:

   * $100 million senior secured revolving credit facility to B1,
     LGD1,9% from B2, LGD3, 33%.

These ratings are affirmed:

   * Corporate family rating at Caa1;

   * Probability of default rating at B3;

   * $25 million synthetic letter of credit facility at B2, with
     the LGD assessment changed to LGD3-39%;

   * $600 million senior secured first lien term loan at B2, with
     the LGD assessment changed to LGD3-39%;

   * $175 million senior secured second lien term loan at Caa1
     LGD4, 66%.

   * Senior unsecured guaranteed notes at Caa2, with the LGD
     assessment changed to LGD5-88%;

   * Speculative grade liquidity rating at SGL-3.

This rating is withdrawn:

Senior secured credit facilities at B3, LGD3, 41%.

The Caa1 corporate family rating reflects the company's continued
eroding competitive position of its Hollywood Entertainment
subsidiary, its very weak credit metrics and the numerous threats
the home video rental industry faces.  The rating is also
constrained by the company's high seasonality and aggressive
financial policies.  The company has very little financial
flexibility as result of the high leverage it incurred in order to
finance its acquisition of Hollywood Entertainment in early 2005.
Balancing out these weaknesses is the company's national
diversification, credible market position, and its scale with
approximately $2.5 billion in annual revenues.

The rating outlook is positive.

Ratings could be upgraded should the company demonstrate that its
internally generated cash flow has stabilized and can fully
support, with a moderate cushion, its working capital, video
rental library purchases, capital expenditures, and its debt
service requirements.  Given the positive outlook it is currently
unlikely that ratings would be downgraded.  However, downward
rating pressure would develop should the company's liquidity
position deteriorate or should there be further notable erosion in
the company's operating income.

Movie Gallery, headquartered in Dothan, Alabama, is a leading
provider of in-home movie and game entertainment in the United
States.  It operates over 4,650 stores in the United States,
Canada, and Mexico under the Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ banners.  Pro forma revenues
for fiscal year 2006 were $2.5 billion.


MSX INT'L: Moody's Rates Proposed $200 Million Senior Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to MSX
International Inc.'s proposed $200 million in senior secured
notes, consisting of:

   1) a $65 million strip to be issued by MSX International
      Business Services France, SAS;

   2) a $70 million strip to be co-issued by MSX International UK
      PLC ("MSX UK"); and,

   3) a $65 million strip to be issued by MSX International GmbH
      ("MSX Germany").

Each of the issuers is an indirect wholly-owned subsidiary of MSX
International, Inc., the primary operating company.  MSX will be
wholly-owned by a newly-formed holding company, MSX-IBS Holdings,
Inc.

Concurrently, the Corporate Family Rating has been upgraded to B3
from Caa1 and the outlook has been changed to stable from
negative.  The proceeds of the proposed financing will be used to
refinance certain existing indebtedness of MSX and to pay fees and
expenses associated with the transaction.

These are the rating actions:

Assigned:

   * MSX International Business Services France, SAS, MSX
     International UK PLC, and MSX International GmbH

      -- $200 million senior secured notes due 2012, B2, LGD3, 34%

Upgraded:

      -- Corporate Family Rating, upgraded to B3 from Caa1; and
      -- Probability of Default Rating, upgraded to B3 from Caa1

These ratings have been withdrawn:

   * MSX International, Inc.

      -- $65.5 million 11% senior secured notes due 2007, rated
         B1, LGD2 11%;

      -- $130 million 11.375% senior subordinated notes due 2008,
         rated Caa2, LGD5, 75%;

   * MSX International, Ltd.

      -- $10 million 11% senior secured notes due 2007, rated B1,
         LGD2, 11%;

The rating outlook is changed to stable from negative.

The upgrade in the Corporate Family Rating primarily reflects the
elimination of refinancing risk posed by the near-term maturity of
roughly $100 million of MSX's term debt.  The refinancing of
roughly $49 million in mezzanine and fourth lien term loans at the
newly-formed holding company, Holdings, materially strengthens the
creditworthiness of this issuer because the reissued notes will
require no debt service, will mature after the proposed senior
secured notes, will be deeply subordinated and, thus, will provide
enhanced loss absorption for the senior secured notes.

The upgrade in the rating also reflects Moody's belief that the
appointment of a new CEO will serve to focus and revitalize the
company in its core business, the automotive outsourced business
solutions market.  It is Moody's understanding that the company is
in the process of extending the maturity of its senior secured
revolving credit facility concurrently with the issuance of the
proposed notes.

The stable ratings outlook recognizes that while volume and
pricing pressures in each of the firm's lines of business are
expected to continue for the foreseeable future, the company's
core business will maintain the recent trend of favorable top-line
growth.

The ratings could move down if growth in revenues and EBITDA in
the company's integrated business solutions falters, thereby
leading to lower profitability levels, negative free cash flows
from operations and impaired liquidity.  Moody's does not
anticipate any upward movement in the ratings during the next
twelve months.  If the company is able to realize the free cash
flow levels discussed above, the outlook could become positive.

MSX International, Inc. is a global provider of outsourced
technical business services. Revenues for the twelve months ended
Oct. 1, 2006, were $360 million.


NEW CENTURY: Default Cues Morgan Stanley to Discontinue Financing
-----------------------------------------------------------------
New Century Financial Corporation disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that on March 9,
2007, it received a letter from Morgan Stanley Mortgage Capital
Inc. notifying the company:

    * of certain purported defaults,

    * that Morgan Stanley was accelerating certain obligations
      under the Morgan Stanley Agreement, and

    * Morgan Stanley was discontinuing financing to the company
      under the Morgan Stanley Agreement.

                  Morgan Stanley Agreement

The company and certain of its subsidiaries and Morgan Stanley, on
March 8, 2007, entered into an Amendment No. 8 to a certain Master
Repurchase Agreement dated December 12, 2005.  The amended
agreement allowed to company to add new borrowers and pledge
additional assets for $265 million in new financing.

Subsidiaries include:

    * New Century Mortgage Corporation,
    * NC Capital Corporation,
    * NC Asset Holding, L.P.,
    * Home123 Corporation,
    * New Century Credit Corporation,
    * NC Residual III Corporation, and
    * NC Residual IV Corporation.

The Amended Agreement also provides that Morgan Stanley may, in
its discretion, elect to discontinue extending financing to the
company.

A full-text copy of the Morgan Stanley Agreement, as amended, is
available for free at http://researcharchives.com/t/s?1b39

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.


NEW CENTURY: Repays Outstanding Citigroup Global Obligations
------------------------------------------------------------
New Century Financial Corporation disclosed that along with its
subsidiaries, on March 8, 2007, they repaid their outstanding
obligations pursuant to a master repurchase agreement with
Citigroup Global Markets Realty Corp.

Although the parties to the Citigroup Agreement have not formally
terminated the Citigroup Agreement, the company said it does not
expect to be able to obtain additional financing under the
Citigroup Agreement.

The company discloses that under the respective financing
arrangements between the company and its lenders, each of the
company's lenders have the right to cease providing financing to
the company and its subsidiaries during the pendency of an event
of default.

As of March 9, 2007, all of the company's lenders under its short-
term repurchase agreements and aggregation credit facilities had
discontinued their financing with the Company or had notified the
Company of their intent to do so.  Certain of these lenders had
also purported to terminate the company's servicing rights under
the respective financing arrangement.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.


NEW CENTURY: May Not Be Able to File 2006 Form 10-K by March 16
---------------------------------------------------------------
New Century Financial Corporation reports that although it
continues to work diligently to finalize its financial statements
for the year ended December 31, 2006, it does not expect to
finalize its financial statements, or to file its 2006 Form 10-K,
prior to March 16, 2007.

The company had disclosed that it would not be able to complete
its 2006 Form 10-K until:

    (i) the Audit Committee of its Board of Directors completes
        its previously announced internal investigation into the
        issues giving rise to the company's need to restate its
        2006 interim financial statements, as well as issues
        pertaining to the company's valuation of residual
        interests in securitizations in 2006 and prior periods,
        and

   (ii) the company provides its independent registered public
        accounting firm, KPMG LLP, with the information that it
        needs in order to complete its audit of the company's
        financial statements and internal control over financial
        reporting.

The company says that it doesn't file its 2006 Form 10-K with the
SEC on or before March 16, 2007, it will be in violation of
Section 203.01 of the New York Stock Exchange's Listed Company
Manual and will be subject to the procedures specified in Section
802.01E of the NYSE Listed Company Manual.

This section provides that the NYSE will monitor the Company and
the filing status of the 2006 Form 10-K.  If the Company has not
filed its 2006 Form 10-K within six months of the filing due date
of the 2006 Form 10-K, the NYSE will determine whether the Company
should be given up to an additional six months to file its 2006
Form 10-K.  If the NYSE determines that such an additional time
period is not appropriate, suspension and delisting procedures
would be commenced pursuant to Section 804.00 of the NYSE Listed
Company Manual.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.


NEW CENTURY: Lenders Accelerate Repurchase of Mortgage Loans
------------------------------------------------------------
New Century Financial Corporation disclosed Monday in a regulatory
filing with the Securities and Exchange Commission all of its
lenders under its short-term repurchase agreements and aggregation
credit facilities had discontinued their financing with the
company or had notified the company of their intent to do so.  

Certain of the lenders had also purported to terminate the
company's servicing rights under the respective financing
arrangement.

The lenders asserted that the company and its subsidiaries have
violated their respective obligations under the financing
arrangements and that the violations amount to events of default.

Certain of the lenders have further advised the company that they
are accelerating the company's obligation to repurchase all
outstanding mortgage loans financed under the applicable
agreements.

Ther company had said that it company relies on short-term
repurchase agreements and aggregation credit facilities and an
asset-backed commercial paper facility to fund mortgage loan
originations and purchases pending the pooling and sale of such
mortgage loans.  It has been in discussions with its lenders in an
effort to obtain waivers for certain of the obligations of the
company and its subsidiaries under the financing arrangements.
Under the company's respective financing arrangements with its
lenders, each of the company's lenders have the right to cease
providing financing to the company and its subsidiaries during the
pendency of an event of default.

The company's financial obligations purported to have been
accelerated by the company's lenders as well as a description of
additional notices received by the company from its lenders are:

Bank of America, N.A.
---------------------

  * The company has received two letters from Bank of America,
    each dated March 8, 2007.  The letters allege that certain
    subsidiaries of the company failed to satisfy margin calls
    under that certain Third Amended and Restated Master Purchase
    Agreement, dated as of May 13, 2002, amended and restated to
    and including September 7, 2006, by and among certain
    subsidiaries of the Company and Bank of America, and that
    certain Amended and Restated Master Repurchase Agreement,
    dated as of September 5, 2005, amended and restated to and
    including September 28, 2006, by and among certain
    subsidiaries of the company and Bank of America and that as a
    result Events of Default have occurred.

    The letters also purport to accelerate the obligation of the
    Company's subsidiaries to repurchase all outstanding mortgage
    loans financed under the Bank of America Agreements.  Under
    the Bank of America Agreements, such acceleration would
    require the immediate repayment of the repurchase obligation.
  
    The Company estimates that the aggregate repurchase obligation
    of its subsidiaries under the Bank of America Agreements was
    approximately $0.6 billion as of March 9, 2007.  The Company
    is a guarantor under the Bank of America Agreements.  In the
    letters, Bank of America additionally purports to transfer to
    itself the company's subsidiaries' servicing rights under the
    Bank of America Agreements and requests that the company and
    such subsidiaries transfer the relevant servicing records to a
    party designated by Bank of America.

Barclays Bank PLC
-----------------

   * The company received a Notice of Termination of Servicing
     from Barclays, dated March 8, 2007, purporting to terminate
     the right of one of the Company's subsidiaries to service
     certain loans under that certain Master Repurchase Agreement,
     dated as of March 31, 2006, by and among the Company, certain
     of its subsidiaries, Barclays and Sheffield Receivables
     Corporation.  In its notice, Barclays also requested that the
     Company and its subsidiaries take certain actions to
     facilitate the transfer of the servicing rights to a party
     appointed by Barclays.

Citigroup Global Markets Realty Corp.
-------------------------------------

   * The company received a Notice of Maintenance Call from
     Citigroup, dated March 6, 2007, stating that a margin deficit
     under that certain Master Repurchase Agreement, dated as of
     August 1, 2006, among certain subsidiaries of the company,
     the company, as guarantor, and Citigroup exists, and
     demanding that such subsidiaries transfer approximately
     $80.3 million to Citigroup in immediately available funds on
     or before 5:00 p.m. on March 7, 2007.  

   * The company also received a Notice of Repurchase and
     Termination of Transactions from Citigroup, dated March 6,     
     2007, notifying the company that Citigroup was exercising its
     option under the Citigroup Agreement to require the company
     and its subsidiaries to satisfy their obligation to
     repurchase all outstanding mortgage loans financed under the
     Citigroup Agreement and to pay the amount of such obligation
     to Citigroup no later than 5:00 p.m. on March 7, 2007.  The
     aggregate amount of this obligation at March 7, 2007 was
     approximately $717 million.  On March 8, 2007, the company
     used the proceeds of the additional financing under the
     Morgan Stanley Amendment to satisfy this obligation.

   * Additionally, the company and one of its subsidiaries
     received a Notice of Default, dated March 8, 2007, alleging
     that an Event of Default as defined in that certain Servicer
     Advanced Financing Facility Agreement between such subsidiary
     and Citigroup exists as a result of the downgrade, on
     March 8, 2007, by Fitch Ratings and Moody's Investor Services
     of such subsidiary's residential primary servicer rating and
     the company's alleged breach of its covenant to maintain cash
     and cash equivalents at all times in an amount of not less
     than $60 million.

     The Notice of Default states that all amounts and obligations
     of the company (as guarantor) and such subsidiary in the
     aggregate principal amount of approximately $31.9 million
     together with interest, fees, expenses and other charges as
     provided in the Citigroup Servicer Agreement and the Note are
     immediately due and payable.  The amount remains outstanding
     as of March 9, 2007.

Credit Suisse First Boston Mortgage Capital LLC
-----------------------------------------------

   * The company received a Notice of Event of Default and
     Exercise of Remedies, dated March 11, 2007, from CSFBMC
     alleging that certain Events of Default as defined in that
     certain Amended and Restated Master Repurchase Agreement,
     dated as of January 31, 2007, by and among the company,
     certain of its subsidiaries and CSFBMC have occurred as a
     result of:

      i) the alleged failure of such subsidiaries to make certain
         cash payments; and

     ii) alleged defaults of the company and its subsidiaries
         under certain of their other financing arrangements.

    The March 11, 2007 letter purports to accelerate the
    obligation of the company's subsidiaries to repurchase all
    outstanding mortgage loans financed under the CSFBMC Agreement
    and demands repayment of the aggregate repurchase obligation.

    Under the CSFBMC Agreement, such acceleration would require
    the immediate repayment of the repurchase obligation.  The
    company estimates that the aggregate repurchase obligation of
    its subsidiaries under the CSFBMC Agreement was approximately
    $0.9 billion as of March 9, 2007.

    The company is a guarantor under the CSFBMC Agreement.  In its
    notice, CSFBMC additionally purports to terminate the
    company's subsidiary's servicing rights under the CSFBMC
    Agreement and requests that the subsidiary take certain
    actions to facilitate the transfer of the servicing rights to
    a party appointed by CSFBMC.

DB Structured Products
----------------------

   * The company received two Reservation of Rights notices from
     DBSP, each dated March 10, 2007, alleging that certain Events
     of Default, as defined in that certain Master Repurchase
     Agreement, dated as of April 14, 2006, by and among certain
     of the company's subsidiaries, DBSP, Aspen Funding Corp.,
     Newport Funding Corp. and Gemini Securitization Corp., LLC,
     and the related Loan and Security Agreement, have occurred as
     a result of:

      i) the failure of the company and its subsidiaries to
         satisfy an alleged margin and collateral deficit;

     ii) alleged defaults of the company's subsidiaries under
         certain of their other financing arrangements; and

    iii) an alleged failure of the company to maintain the
         profitability required by the April 2006 Agreements.

     DBSP purports in the notices to reserve its rights with
     respect to the alleged Events of Default and also, among
     other requested actions, requests that the company and its
     subsidiaries take certain actions to facilitate the
     establishment of a back up servicing arrangement with a party
     appointed by DBSP.

   * The company received a Reservation of Rights notice from
     DBSP, dated March 10, 2007, alleging that certain Events of
     Default, as defined in that certain Master Repurchase
     Agreement, dated as of September 2, 2005, by and among
     certain of the company's subsidiaries, DBSP, Aspen Funding
     Corp., Newport Funding Corp., Tucson Funding LLC and Gemini
     Securitization Corp., LLC, have occurred as a result of:

     -- the failure of the company and its subsidiaries to satisfy
        an alleged margin deficit;

     -- alleged defaults of the company's subsidiaries under
        certain of their other financing arrangements; and

     -- an alleged failure of the company to maintain the
        profitability required by the DB Agreement.

     DBSP purports in the notice to reserve its rights with
     respect to the alleged Events of Default and also, among
     other requested actions, requests that the company and its
     subsidiaries take certain actions to facilitate the
     establishment of a back up servicing arrangement with a party
     appointed by DBSP.

Goldman Sachs Mortgage Company
------------------------------

   * The company received notices from GSMC, dated March 7, 2007
     and March 8, 2007, respectively, alleging that an Event of
     Default as defined in that certain Master Purchase Agreement,
     dated as of February 15, 2006, between the company, as
     guarantor, one of its subsidiaries and GSMC has occurred due
     to the failure of such subsidiary to comply with a margin
     call under the GSMC Agreement.

     The March 8, 2007 letter purports to accelerate the company's
     and its subsidiary's obligation to repurchase all outstanding
     mortgage loans financed under the GSMC Agreement and demands
     repayment of the aggregate repurchase obligation.

     Under the GSMC Agreement, such acceleration would require the
     immediate repayment of the repurchase obligation.  The
     March 8, 2007 letter also purports to terminate the right of
     the company's subsidiary to service certain loans.  The
     company estimates that the aggregate repurchase obligation of
     the company and its subsidiary under the GSMC Agreement was
     approximately $0.1 billion as of March 9, 2007.

   * The company's subsidiary received an additional notice from     
     GSMC, dated March 9, 2007, in which GSMC purported to offset
     the mortgage loans held by GSMC (and for which the subsidiary
     has a repurchase obligation under the GSMC Agreement) against
     the subsidiary's repurchase obligation to GSMC.  In this
     notice, GSMC states that it will inform the company's
     subsidiary of the total value credited by GSMC (as a result
     of this offset) against the company's and the subsidiary's
     obligation under the GSMC Agreement.

IXIS Real Estate Capital, Inc.
------------------------------

   * The company received a Notice of Default and Reservation of
     Rights from IXIS, dated March 8, 2007, alleging that certain
     Events of Default as defined in that certain Fifth Amended
     and Restated Master Repurchase Agreement, dated as of
     November 10, 2006, by and among the company, certain of its
     subsidiaries and IXIS (the "IXIS Agreement") have occurred as
     a result of such subsidiaries' alleged failure to:

     -- deliver certain financial statements of the company and
        its consolidated subsidiaries;

     -- keep adequate books and records of account;

     -- maintain the profitability required by the IXIS Agreement;
        and

     -- make certain cash payments.

     The March 8, 2007 letter purports to accelerate the
     obligation of the company's subsidiaries to repurchase all
     outstanding mortgage loans financed under the IXIS Agreement
     and demands repayment of the aggregate repurchase obligation.

     Under the IXIS Agreement, such acceleration would require the
     immediate repayment of the repurchase obligation.  The
     company estimates that the aggregate repurchase obligation of
     its subsidiaries under the IXIS Agreement was approximately
     $0.8 billion as of March 9, 2007.  The company is a guarantor
     under the IXIS Agreement.  In its notice, IXIS additionally
     purports to terminate the company's subsidiaries' servicing
     rights under the IXIS Agreement and requests that the
     subsidiaries take certain actions to facilitate the transfer
     of the servicing rights to a party appointed by IXIS.

Morgan Stanley Mortgage Capital Inc.
------------------------------------

   * The company received a Notice of Event of Default,
     Acceleration and Exercise of Remedies from Morgan Stanley,
     dated March 9, 2007, alleging that certain Events of Default
     have occurred as a result of:

     -- alleged defaults of the company's subsidiaries under
        certain of their other financing arrangements; and

     -- a determination by Morgan Stanley that there has been a
        material adverse change to the company's subsidiaries or
        their ability to perform their obligations under the
        Morgan Stanley Agreement.

     The March 9, 2007 letter purports to accelerate the
     obligation of the company's subsidiaries to repurchase all
     outstanding mortgage loans and securities financed under the
     Morgan Stanley Agreement and demands repayment of the
     aggregate repurchase obligation.

     Under the Morgan Stanley Agreement, such acceleration would
     require the immediate repayment of the repurchase obligation.
     The company estimates that the aggregate repurchase
     obligation of the company's subsidiaries under the Morgan
     Stanley Agreement was approximately $2.5 billion as of
     March 9, 2007.  In its notice, Morgan Stanley additionally
     purports to terminate the company's subsidiary's servicing
     rights under the Morgan Stanley Agreement and requests that
     the subsidiary take certain actions to facilitate the
     transfer of the servicing rights to a party appointed by
     Morgan Stanley.

All of the company's financing arrangements with its lenders
contain cross default and cross acceleration provisions.
Accordingly, each of the company's lenders that have not yet
delivered notices of default or acceleration to the company will
be permitted to do so under the terms of their applicable
financing arrangement with the company.

If each of the company's lenders were to accelerate the
obligations of the company and its subsidiaries to repurchase all
outstanding mortgage loans financed under all of the company's
outstanding financing arrangements, the aggregate repayment
obligations would be approximately $8.4 billion.

Further, under the respective financing arrangements, each of the
company's lenders have the right to cease providing financing to
the company and its subsidiaries during the pendency of an event
of default.

As of March 9, 2007, all of the company's lenders under its short-
term repurchase agreements and aggregation credit facilities had
discontinued their financing with the company or had notified the
company of their intent to do so.

One of the company's lenders has subsequently indicated to the
company that, notwithstanding its written notification to the
company of its intention to cease providing financing to the
company, it may be willing to continue providing limited financing
under its existing agreements with the company, but that such
financing may be eliminated by the lender at any time.

The company and its subsidiaries do not have sufficient liquidity
to satisfy their outstanding repurchase obligations under the
company's existing financing arrangements.

The company is continuing its discussions with its lenders and
other third parties regarding refinancing and other alternatives
to obtain adequate liquidity.  No assurance can be given that any
of these discussions will be successful.  If the company and its
subsidiaries are not able to satisfy their repurchase obligations,
one or more of the company's lenders may seek to liquidate the
mortgage loans or other assets financed under the applicable
financing arrangement with the company.  If this were to occur and
if such liquidation was for an amount less than the contractual
amount at which the company and its subsidiaries have agreed to
repurchase such mortgage loans from the applicable lender, then
the lender may seek to recover this deficiency from the company
and its subsidiaries. The company and its subsidiaries may not
have sufficient resources to satisfy any such deficiency.

                Ceased Loan Application Acceptance

As reported in the Troubled Company Reporter on Mar. 9, 2007,
as a result of its current constrained funding capacity, New  
Century elected to cease accepting loan applications from
prospective borrowers effective immediately while the company
seeks to obtain additional funding capacity.  The company expected
to resume accepting applications as soon as practicable, however,
there can be no assurance that the company will be able to resume
accepting applications.

                  KPMG Warns Going Concern Doubt

In the event the company is unable to obtain satisfactory
amendments to or waivers of the covenants in its financing
arrangements from a sufficient number of its lenders, or obtain
alternative funding sources, KPMG informed the Audit Committee
that its report on the company's financial statements will include
an explanatory paragraph indicating that substantial doubt exists
as to the company's ability to continue as a going concern.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.


NEW CENTURY: DBRS Further Cuts Rating on Discontinued Financing
---------------------------------------------------------------
Dominion Bond Rating Service downgraded the Issuer Rating of New
Century Financial Corporation to C from CCC.  The rating remains
Under Review with Negative Implications.  This rating downgrade
follows the company's Mar. 12, 2007 Form 8-K filing stating that
as of Mar. 9, 2007, all of the company's lenders under its short-
term repurchase agreements and aggregation credit facilities had
discontinued their financing with the company, or had notified the
company of their intent to do so.

The company stated that some of these lenders had also purported
to terminate the company's servicing rights under the respective
financing arrangement.  Moreover, New Century's filing stated that
the company has received notices from certain lenders asserting
that the company and its subsidiaries have violated their
respective obligations under certain financing arrangements and
that such violations amount to events of default.  Some lenders
have further advised the Company that they are accelerating New
Century's obligation to repurchase all outstanding mortgage loans
financed under the applicable agreements.  The rating reflects
DBRS's view that New Century is at high risk of defaulting on its
financial obligations.

According to the 8K filing, New Century and its subsidiaries do
not have sufficient liquidity to repurchase all outstanding
mortgage loans financed under all of the company's outstanding
financing agreements, which may total $8.4 billion, if all lenders
were to accelerate the obligations under the existing financing
arrangements.  Although the company is continuing its discussions
with its lenders and other third parties regarding refinancing and
other alternatives to obtain adequate liquidity, DBRS believes
that New Century's ability to obtain sufficient financing is
extremely limited.  DBRS also believes that the company's
inability to file its Form 10-K and the various legal, regulatory
and criminal allegations has significantly eroded investor
confidence.  This is further exacerbated by the deteriorating
market conditions in the residential subprime mortgage industry.

DBRS believes that New Century's inability to obtain replacement
financing in a timely fashion will have a dire impact on the
company's viability.  DBRS notes that more negative ratings
actions would occur should the Company announce its inability
to obtain adequate liquidity to fund its obligations, or should
the company default or indicate default on its financial
obligations.

                       Previous Downgrade

Dominion had previously downgraded the Issuer Rating of New
Century to CCC from B and retained it Under Review with Negative
Implications.  The rating downgrade is based on the intensified
liquidity pressure that New Century is experiencing attributed to
the large margin calls and the inability to access its funding
agreements.

Moreover, New Century stated that it has not yet obtained the
necessary waivers of the net income covenant from its remaining
five financing arrangements.  DBRS believes that these factors are
exacerbated by the continued uncertainties caused by the delay
in filing its Form 10-K, the uncertainties about the company's
ability to fund new loans and the deteriorating market conditions
in the residential subprime mortgage industry.

New Century is under significant liquidity pressure.  The company
has stated that it has received an aggregate of approximately
$150 million of margin calls, of which only approximately
$80 million has been satisfied.  Accordingly, the Company has
approximately $70 million in outstanding margin calls from five
lenders.

Additionally, New Century has indicated that it has only been able
to fund a portion of its loans this week, as its capacity to fund
new originations is substantially limited because of its lenders'
restrictions or refusals to allow the company to access their
financing arrangements.  This has constrained funding capacity,
causing New Century to cease accepting loan applications from
prospective borrowers effective immediately.

DBRS believe the actions of the lenders as detailed in the
company's press release are an indication that New Century's
efforts to obtain the necessary waivers are falling short.  The
inability to obtain waivers from a substantial number of the
lenders or the inability to adequately modify this covenant in its
credit facilities is likely to have a dire impact on liquidity and
the long-term viability of the company.

On Mar.2, 2007, New Century announced that it expects to
breach a profitability waiver embedded in 11 of its 16 financing
agreements that collectively provide an aggregate of approximately
$13 billion of committed and $4.4 billion of uncommitted borrowing
capacity to fund mortgage loan originations and purchases.  The
covenant requires that the company report at least $1 of
profitability for any rolling two-quarter period. In addition
to obtaining waivers from its lenders, New Century is seeking
amendments on certain financing agreements, modifying its rolling
two quarter profitability covenant for the remainder of 2007.  The
company has stated that it has obtained waivers from six of the 11
lenders.

DBRS continues to be concerned that the various legal, regulatory
and criminal allegations, announced in New Century's March 2,
2007, release, will not only be a distraction for management, but
may also have a significant impact on the negotiations with its
lenders.

Lastly, although New Century is currently still assessing the
financial and legal impact of the anticipated restatements and has
yet to file its Form 10-K, New Century has stated that it expects
to report lower net gain on sales of loans and impairments to the
fair value of its residual assets, loans held for sale and loans
held for investment.  DBRS believes that the results of the
aforementioned may have a sizable impact on the company's
financial flexibility, but uncertainties remain until the
Form 10-K is actually filed.  The impact of these uncertainties
is exacerbated by the current deteriorating market conditions in
the residential subprime mortgage industry.

DBRS believes that the fundamentals of the New Century business
are under severe stress.  Although the company reports some
progress in reducing the incidence of early payment defaults,
it continues to face high levels of repurchase requests from its
lenders.  DBRS notes that negative rating action is likely should
the Company announce its inability to obtain adaquate liquidity
to fund its originations and balance sheet.


NEW CENTURY: Obligations Violations Prompt S&P's Default Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'D' from 'CC'.  The
ratings on the senior unsecured debt and preferred stock remain on
CreditWatch with negative implications.

"The rating action reflects New Century's receipt of notices from
several of its lenders stating that the violations of its
obligations regarding certain financing arrangements amount to
events of default," said Standard & Poor's credit analyst Adom
Rosengarten.

As a result, these lenders have advised that they are accelerating
the repurchase of all of New Century's outstanding mortgage loans
financed under the respective agreements, making these repayable
immediately.

The senior unsecured debt rating and preferred stock ratings
remain on CreditWatch Negative, and will be lowered when payments
are not made on the date due, or upon the filing of a bankruptcy
petition, whichever comes first.

                       Previous Downgrade

S&P had previously lowered its counterparty credit rating on New
Century Financial Corp. to 'CC' from 'CCC' and retained it on
CreditWatch with negative implications.

"The rating action reflects New Century's inability to continue to
originate new loans due to its severely constrained funding
capacity," said Standard & Poor's credit analyst Adom Rosengarten.

This is largely the result of the company's lender restrictions on
access to financing.  In addition, the company faces $150 million
of lender margin calls, of which it was only able to satisfy
$80 million.  No information is available regarding the company's
ability to meet the remaining $70 million.

The rating will remain on CreditWatch with negative implications.
At this point, it remains unclear how the company will overcome
this stressful situation in terms of its reputation and financial
standing.


NEWCOMM WIRELESS: Court OKs $103.2 Mil. Asset Sale to PR Wireless
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized NewComm Wireless Services, Inc., to sell substantially
all of its assets to PR Wireless, Inc., for $103.2 million,
subject to higher and better offers.

As reported in the Troubled Company Reporter on Dec. 21, 2006,
under the asset purchase agreement, PR Wireless is liable to pay
$3 million if it wins the bidding but fails to consummate the
sale, while it stands to get $3.3 million break-up fee if it loses
to another bidder.

Proceeds from the sale will be used to pay NewComm's secured
prepetition debt and fund its network upgrade project that would
give it a competitive advantage.

The sale transaction is expected to close by April 15, 2007.

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.


NEWCOMM WIRELESS: Panel Hires Falkenberg as Financial Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Newcomm
Wireless Services, Inc., obtained permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to retain
Falkenberg Capital Corp. as its financial advisors.

Falkenberg Capital is expected to:

   a) advise the Committee regarding the Debtor's proposed
      upgrade of its existing wireless network, which includes
      the agreement between the Debtor and Nortel Networks
      (CALA) Inc., Nortel Networks Limited and Nortel Networks
      Puerto Rico governing the upgrade;

   b) evaluate and advise the Committee regarding the Debtor's
      sale of substantially all of its assets in connection with
      the bidding procedures already approved by the Bankruptcy
      Court; and

   c) assist the Committee in evaluating competing bids to buy
      the Debtor's assets.

George E. Harris, Falkenberg Capital's senior vice president,
disclosed that Falkenberg Capital would charge the Debtor a
$50,000 flat fee for its work.  The first half payment would
be due upon the entry of the Court's final order and the
remaining $25,000 would be paid after the auction completion
of the Debtor's assets on Feb. 28, 2007, but not later than
March 9, 2007, Mr. Harris adds.

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

Mr. Harris can be reached at:

        Falkenberg Capital Corp.
        Cherry Creek Plaza, Suite 1108
        600 South Cherry Street
        Denver, CO 80246
        Fax: (303) 322-5796

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.


NORD RESOURCES: Inks Settlement with Platinum of Failed Merger
--------------------------------------------------------------
Nord Resources Corporation's Ronald Hirsch, Chairman of the board
of Directors has entered into a settlement agreement with Platinum
Diversified Mining Inc. and Platinum Diversified Mining USA, Inc.
and PDM Merger Corp., in connection with agreement and plan of
merger dated Oct. 23, 2006.  Mr. Hirsch said that the Merger
Agreement contemplated the acquisition of Nord Resources by PDM
in an all-cash merger transaction.

The Settlement Agreement sets forth the terms and conditions of
the settlement of the dispute and disagreements between Nord
Resources and the PDM Parties arising from the failure of the
Merger to close.

                      Terms of Settlement

Under the Settlement Agreement, the PDM Parties have agreed to pay
to Nord Resources an amount of up to $3.6 million in full and
final settlement of all claims and disputes between the parties:

   a. The PDM Parties have agreed to forthwith pay the sum of
      $1.1 million to Nord, to be paid by way of the release to
      Nord of the $1 million previously deposited by PDM with
      American Stock Transfer & Trust Company, as escrow agent,
      pursuant to the Merger Agreement, with any shortfall to be
      paid from PDM's working capital; and

   b. PDM has agreed to pay the sum of $50,000 to Nord Resources
      each calendar month, beginning on April 1, 2007, until the
      earlier of:

      i. the completion of an acquisition by PDM that meets
         certain prescribed criteria, or

     ii. the actual liquidation of PDM if it has not entered into
         a letter of intent or agreement in principle to effect a
         Qualifying Acquisition, or if it has not completed a
         Qualifying Transaction, by certain prescribed dates.

Nord Resources has received the Initial Payment of $1.1 million.  
If PDM completes a Qualifying Acquisition, PDM will be required to
pay the balance owing on the settlement sum of $3.6 million, net
of the Initial Payment and any Monthly Payments actually received
by Nord Resources.  The Balance of Settlement Funds will be
payable to Nord out of certain funds being held in trust as a
condition of PDM's listing as a special purpose acquisition
corporation on the AIM market of the London Stock Exchange.  

If there are not sufficient Trust Funds to pay the Balance of
Settlement Funds, PDM will be required to pay to Nord the greater
of:

   i. the funds available and

  ii. $1 million, payable in either case out of the Trust Funds
      and continue to make Monthly Payments, plus interest, until
      the Balance of Settlement Funds has been paid.

                      About Nord Resources

Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/-- is an emerging copper  
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.

                       Going Concern Doubt

In August 2006, Mayer Hoffman McCann PC expressed substantial
doubt about Nord's ability to continue as a going concern after it
audited the company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's significant operating losses.


NORTHWEST AIRLINES: Issues Notice Regarding Claims Trading
----------------------------------------------------------
Northwest Airlines, Inc., has published notice that, pursuant to
an Oct. 28, 2005 order by the U.S. Bankruptcy Court for the
Southern District of New York, the court supervising the company's
bankruptcy proceeding:

The Debtors are actively considering whether to utilize Section
382(l)(5) of the Internal Revenue Code and may request, after
notice and a hearing, the entry of an order by the Bankruptcy
Court approving the issuance of a Sell Down Notice to insure that
the requirements of Section 382(l)(5) are satisfied.

The complete notice has been published in New York Times and Wall
Street Journal on March 9, 2007, and is also available at
http://www.nwa-restructuring.com/

                 About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  On Feb. 15, 2007, the Debtors
filed an Amended Plan & Disclosure Statement.  The hearing to
consider the adequacy of the Disclosure Statement has been
scheduled for March 26, 2007.


PACIFIC LUMBER: Scopac Gets Interim Nod to Employ Blackstone Group
------------------------------------------------------------------
Judge Richard S. Schmidt of the United States Court for the
Southern District of Texas has granted, on an interim basis,
authority to Scotia Pacific Company LLC to employ Blackstone Group
L.P. as its financial advisor.

The Court will consider the proposed Scopac Restructuring Fee or
the Debt Financing Fee at a later date.

The Court has set a final hearing on March 15, 2007, to consider
Scopac's request.

As reported in the Troubled Company Reporter on March 6, 2007,
Scotia Pacific Company LLC sought the permission of the Bankruptcy
Court to employ The Blackstone Group L.P. as its financial
advisor.

After considering various alternative candidates, Scopac selected
Blackstone to serve as its financial advisor because of the firm's
diverse experience and extensive knowledge in the fields of
advisory services and bankruptcy.

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 7, http://bankrupt.com/newsstand/or     
215/945-7000).


PINNACLE FOODS: Peak Finance Inks $1.3 Billion Credit Facilities
----------------------------------------------------------------
Pinnacle Foods Group Inc. disclosed that Peak Finance LLC is
expected to enter into a senior secured credit facility consisting
of:

   * a senior secured term loan in an aggregate amount of
     $1.175 billion and

   * a senior secured revolving credit facility in an aggregate
     amount of $125 million.

Peak Finance LLC, the borrower under the senior secured credit
facility, is expected to merge with and into Pinnacle Foods
Finance LLC pursuant to the agreement between Peak Acquisition
Corp., an affiliate of The Blackstone Group, and Crunch Holding
Corp., the parent of Pinnacle Foods.  After the merger, Pinnacle
Foods will be a subsidiary of the borrower.  The net proceeds from
the senior secured term loan, together with other financing, are
expected to be used to finance the merger and related
transactions.  Up to $10 million of the senior secured revolving
credit facility may be drawn in connection with the merger.

                   About Pinnacle Foods Group

Pinnacle Foods Group Inc. -- http://www.pinnaclefoodscorp.com/--   
manufactures and markets branded convenience food products in the
United States and Canada.  Its product range includes frozen
dinners and entrees, frozen seafood, breakfasts, bagels, pickles,
peppers and relish, baking mixes and frostings, and syrups and
pancake mixes.  The company primarily offers its products through
its broker network to traditional classes of trade, including
grocery wholesalers and distributors, grocery stores and
supermarkets, convenience stores, mass and drug merchandisers and
warehouse clubs.  It also distributes its products through
foodservice and private label channels.


PINNACLE FOODS: Moody's Junks 8.25% Sr. Subordinated Notes' Rating
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of Pinnacle Food
Group Inc., including the company's corporate family rating to B3
from B1, its existing senior secured bank credit agreements to B1
from Ba3 and its 8.25% senior subordinated notes to Caa2 from B3.
The rating outlook is stable.

These rating actions conclude the review for possible downgrade
begun on Feb. 13, 2007.  Moody's also assigned ratings, with a
stable rating outlook, to the proposed debt of a new intermediate
holding company -- Pinnacle Foods Finance LLC -- which will own
Pinnacle Food Group Inc. upon the acquisition of Pinnacle by
affiliates of The Blackstone Group.

Ratings lowered, and to be withdrawn upon the acquisition by
Blackstone:

   * Pinnacle Food Group Inc.

      -- Corporate family rating to B3 from B1

      -- Probability of default to B3 from B1

      -- Senior secured revolving credit to B1, LGD3, 32% from Ba3
         LGD3, 33%

      -- Senior secured term loan B to B1, LGD3, 32% from Ba3,
         LGD3, 33%

      -- Senior subordinated 8.25% notes to Caa2, LGD5, 84% from
         B3, LGD5, 85%

Ratings assigned:

   * Pinnacle Foods Finance LLC

      -- Corporate family rating at B3

      -- Probability of default rating at B3

      -- $125 million senior secured revolving credit agreement at
         B2, LGD3, 33%

      -- $1,175 million senior secured Term Loan B at B2, LGD3,
         33%

      -- $400 million guaranteed senior unsecured notes, co-issued
         by Pinnacle Foods Finance Corp., at Caa2, LGD5, 81%

      -- $250 million senior subordinated notes, co-issued by
         Pinnacle Foods Finance Corp., at Caa2, LGD6, 93%

      -- Speculative Grade Liquidity rating at SGL2

The downgrade of Pinnacle's ratings is based on the expected
deterioration in credit measures when the company is purchased by
affiliates of The Blackstone Group for approximately $2.2 billion
in cash and the assumption of certain obligations.

"Pinnacle's B3 corporate family rating reflects the weak credit
metrics that are anticipated upon the acquisition by Blackstone,
with leverage likely to be quite high for at least one year post
transaction", said Elaine Francolino, Vice President, Senior
Credit Officer.

Pinnacle's ratings also incorporate the diversification of its
brand portfolio and the market share of its leading brands.

Moody's analyzes Pinnacle's operations in the context of the
Rating Methodology for Global Packaged Goods Companies.  Using the
16 factors cited in this methodology and credit metrics for fiscal
2006 -- proforma for the leveraged buyout by Blackstone --
Pinnacle's rating would be B2, one notch higher than the company's
actual B3 rating.  The actual rating reflects the significant
weight that Moody's places on very weak post-transaction credit
metrics that are unlikely to rebound in the intermediate term.

The speculative grade liquidity rating of SGL2 assigned to
Pinnacle Foods Finance LLC reflects Moody's expectation that cash
flow generation over the next twelve months will be at levels that
are likely to cover major cash uses, and that its proposed new
$125 million revolving credit is expected to have ample
availability.  However, the company may need to borrow under its
revolving credit to cover seasonal working capital needs in its
third quarter.

The stable rating outlook reflects Moody's expectation that free
cash flow will be applied to debt reduction and that liquidity
will remain solid.  Ratings could be lowered if Pinnacle's debt to
EBITDA is likely to be sustained above 8 times or if EBIT to
interest is likely to be sustained below 1 time one year following
the transaction, or if liquidity deteriorates.  Given the recent
downgrade, there is little upward rating pressure.  Over the
longer term, an upgrade would require that debt to EBITDA be
sustained at under 6.5x and EBIT to interest above 1.5x.

The acquisition of Pinnacle will be financed by about $444 million
of common equity from the new sponsor; $1,175 million senior
secured Term Loan B; $400 million senior unsecured notes; and
$250 million unsecured subordinated debt. In addition, the company
will have a $125 million senior secured revolving credit
agreement.  All are expected to be the obligation of Pinnacle
Foods Finance LLC.  The new public debt will also be an obligation
of co-issuer Pinnacle Foods Finance Corp.  All current and future
direct and indirect domestic subsidiaries of Pinnacle Foods
Finance LLC will guarantee the bank debt and public debt.  The new
term loan and revolving credit agreements are secured by
substantially all assets.  Moody's notes that the bank facilities
will not contain any maintenance financial covenants which -- if
present -- could help capture deteriorating financial performance
and weakening credit profile.

Headquartered in Cherry Hill, New Jersey, Pinnacle Foods Group
Inc. manufactures and markets branded convenience food products in
the US and Canada.  Its brands include Hungry-Man and Swanson
Dinners, Vlasic pickles, Mrs. Paul's and Van de Kamp's frozen
prepared seafoods, Aunt Jemima frozen breakfasts, Log Cabin and
Mrs. Butterworth's syrup and Duncan Hines cake mixes.  Net sales
for fiscal year ended Dec. 31, 2006 exceeded $1.4 billion.


PLAQUEMINES PARISH: S&P Lifts Revenue Debt Rating to BBB- from B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating on
Plaquemines Parish, La.'s sales tax revenue debt five notches to
an investment-grade 'BBB-' from a speculative-grade 'B' based on
the parish's steady sales tax revenue collections in the 18 months
following Hurricane Katrina and the restoration of a significant
portion of the parish's oil and gas industry.  The outlook is
now stable.

The persistence of a degree of economic dislocation and
uncertainty over the restoration of a viable and sustainable
economic base preclude a higher rating.

Standard & Poor's originally lowered the rating on Plaquemines
Parish's sales tax revenue debt to 'B' from 'A-' based on
Katrina's economic and financial effect on the parish.

"We believe the restoration of oil and gas activity within the
parish should support a consistent level of sales tax revenues and
provide continued strong debt service coverage on the parish's
bonds outstanding," said Standard & Poor's credit analyst Horacio
Aldrete.

"If reconstruction continues and if the activity in the oil and
gas industry returns to historical levels, the rating could be
raised further."

After a two-month delay due to the interruption of government
operations and mail delivery services, the processing of sales tax
collections was fully restored.

Based on unaudited figures, pledged revenues provided a very
strong 5.6x maximum annual debt service coverage in fiscal 2006.
Parish officials budgeted for a pledged revenue decline of nearly
35% and a maximum annual debt service coverage of 3.4x for fiscal
2007, which is in-line with historical collections.  The parish
experienced an increase of 46% in sales tax collections in fiscal
2006, which management attributes, in large part, to a temporary
surge in retail sales due to reconstruction and recovery efforts.
At this point, it remains unclear what level of long-term retail
sales and tax collections the parish will generate.

The parish's financial position was very strong with a
$70.1 million unreserved general fund balance at fiscal year-end
2005.

Prior to the damage caused by Katrina, the economy had been
concentrated in oil and gas production and refining, along with
some agriculture and tourism.  Two large refineries in the
northern part of the parish that were originally damaged by the
storm and flooding have since resumed operations.  Many residents
in Belle Chaase have also returned to their homes.

The rating action affects roughly $15 million of debt outstanding.


PLATFORM LEARNING: Wants $600,000 in Additional DIP Financing
-------------------------------------------------------------
Platform Learning Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to obtain up to
$600,000 in additional debtor-in-possession financing from
Blue Wolf Education Capital LLC.

In November 2006, the Debtor obtained Court approval to borrow
up to $3 million in DIP Financing from Blue Wolf.

Prior to the Blue Wolf DIP Facility, Ascend Ventures II LP and
Ascend Ventures NY II LP provided approximately $1.76 million in
postpetition financing to the Debtor.  That amount remains due and
payable as part of the Blue Wolf DIP Facility, and is junior to
any amounts funded by Blue Wolf previously or in the future.

The Debtor will use the additional financing to fund its
operations pursuant to a cash flow projection, a copy of which is
available for free at http://researcharchives.com/t/s?1b2b

The Debtor explains that it failed to realize its financial
projections under the previous DIP Facilities because its actual
revenues turned out to be less than projected and that there was
delay in the collection of receivables.

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq., at
Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at Blank Rome LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $21,026,148, and total debts of $36,933,490.


PLATFORM LEARNING: Committee May Withdraw Support on Proposed Plan
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Platform Learning
Inc.'s chapter 11 case served notice last week stating that
Platform missed a Feb. 16 deadline for filing a definitive Chapter
11 plan, Bill Rochelle of Bloomberg News reports.

In November 2006, the Debtor and the Committee, together with
other parties, agreed, in a stipulation approved by the U.S.
Bankruptcy Court for the Southern District of New York, to "work
together and cooperate to achieve the expedient confirmation of a
Plan."

According to Mr. Rochelle, while not opposing Platform's motion to
extend its exclusive right to file a plan, the Committee reserved
its right to terminate its plan support agreement because of the
Debtor's failure to timely file a plan.

As reported in the Troubled Company Reporter on Feb. 5, 2007, the
Debtor sought a Feb. 16, 2007 extension of its exclusive period to
file a chapter 11 Plan of reorganization.

The Debtor said that the extension will give it additional time to
explore development of a Plan that will insure continuity of
services to the students it serves.

The Debtor reminded the Court that it had already:

   a. completed its significant downsizing,

   b. closed and jettisoned unnecessary office leaseholds to the
      direct benefit of the Debtor's estate,

   c. worked through a contemplated expedited sale process,

   d. converted the sale process to new DIP financing and renewed
      efforts towards a confirmable Plan, and

   e. maintained operations allowing it to continue providing
      tutorial services to schoolchildren in the new school year.

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq., at
Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at Blank Rome LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $21,026,148, and total debts of $36,933,490.


PT HOLDINGS: Disclosure Statement Hearing Scheduled for March 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
set a hearing at 9:30 a.m., on March 29, 2007, to consider the
adequacy of the Disclosure Statement explaining Chapter 11 Plan of
Reorganization by PT Holdings Company, Inc., and its two debtor-
affiliates, Port Townsend Paper Corporation and PTPC Packaging
Co., Inc., and the Informal Committee of Senior Secured
Noteholders.

                   Overview of the Plan

As reported in the Troubled Company Reporter on March 5, 2007, the
Proponents tell the Court that the Plan is designed to:

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

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

    * preserve the jobs of employees.

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

                    Treatment of Claims

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

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

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

    * paid in full and in cash; or

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

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

    * 100% of the Noteholders Term Loan Debt;

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

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

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

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

Holders of Subordinated Claims will get nothing under the plan.

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

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

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

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

                        About PT Holdings

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

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

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


RAMBUS INC: Gets NASDAQ's Second Notice of Non-Compliance
---------------------------------------------------------
Rambus Inc. disclosed that it is unable to timely file its Form
10-K for the period ended Dec. 31, 2006, according to its Form
12(b)-25 filed with the Securities and Exchange Commission.

As expected, on March 6, 2007, the company received an additional
notice of non-compliance from the Staff of The NASDAQ Stock
Market, in accordance with NASDAQ Marketplace Rule 4310(c)(14),
due to the delay in the filing of its Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2006.

As reported, the company received notices of non-compliance from
NASDAQ on Aug. 14, 2006 and Nov. 15, 2006 due to delays in the
filing of the company's Quarterly Reports on Forms 10-Q for the
quarters ended June 30, 2006 and Sept. 30, 2006, respectively.  
The company said that the Forms 10-Q and 10-K filing delays are
attributable to the fact that Rambus' Audit Committee is
conducting an independent review of the company's historical
stock option granting practices and related accounting.

                        Initial Response

In response to the first notice of non-compliance, the company
requested a hearing before the NASDAQ Listing Qualifications
Panel.  Following the hearing, the Panel granted the company's
request for continued listing of its common stock, subject to the
requirements that the company provide the Panel with certain
information relating to the Audit Committee's review, which was
submitted to the Panel, and that the Company file the Forms 10-Q
and any necessary restatements by Feb. 9, 2007.

On Feb. 6, 2007, the NASDAQ Listing and Hearing Review Council
determined it would call the Company's matter for review.  The
Listing Council also determined to stay the Panel decision that
required the Company to file the Forms 10-Q by Feb. 9, 2007.  In
connection with the call for review, the Listing Council has
requested that the company provide an update on its efforts to
file the delayed Forms 10-Q by Mar. 30, 2007.  NASDAQ has also
asked the company to provide a submission addressing the delay in
filing the Form 10-K.  The Company intends to provide all
requested submissions to NASDAQ as promptly as possible.

At present, the company is working diligently to complete all
necessary filings and thereby demonstrate compliance with all
applicable requirements for continued listing on the NASDAQ Global
Select Market; however, there can be no assurance that the Listing
Council will determine to grant the Company a further extension
following its review of the forthcoming submissions.

                          About Rambus Inc.

Rambus Inc. (NASDAQ: RMBS) -- http://www.rambus.com/-- is a  
technology licensing company specializing in the invention and
design of high-speed chip architectures.  Headquartered in Los
Altos, California, Rambus has regional offices in North Carolina,
India, Germany, Japan, Korea and Taiwan. Additional information is
available at www.rambus.com.

                           *     *     *

Rambus disclosed that on Sept. 8, 2006, it received a notice of
purported defaults from the trustee under the indenture governing
the Rambus Zero Coupon Convertible Senior Notes due February 1,
2010.  The notice asserted that because Rambus was delinquent in
its SEC filings, it was in default under the indenture governing
the Notes, and such default would ripen into an "Event of
Default," as defined in the indenture, on or about Oct. 17, 2006.
While Rambus has questioned the legal theories as to whether it
was in default under the terms of the indenture, if an "Event of
Default" were to occur, the trustee or holders of at least 25% in
aggregate principal amount of the Notes then outstanding would
have the contractual right to declare all unpaid principal, and
any default or additional interest on the Notes then outstanding
to be due and payable.

If an "Event of Default" were to occur, the noteholders would have
a right to accelerate and receive the $160.0 million aggregate
principal amount outstanding under the notes, plus any interest
which may have accrued.  Rambus believes that, if an Event of
Default were to occur and the Notes were accelerated, it has
adequate financial resources to pay any unpaid principal and any
interest due on the Notes.  Rambus is evaluating its options with
respect to the Notes.


RAMP SERIES 2007-RZ1: Moody's Rates Class B Certificates at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by RAMP Series 2007-RZ1 Trust, and ratings
ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
high loan-to-value mortgage loans acquired by Residential Funding
Corporation.  The collateral was originated by Homecomings
Financial, LLC, GMAC Mortgage, LLC, and other originators.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread, and a swap greeement.  Moody's expects collateral
losses to range from 5.55% to 6.05%.

Primary servicing will be provided by Homecomings Financial, LLC,
and GMAC Mortgage, LLC. Residential Funding Company, LLC will act
as master servicer.  Moody's has assigned Homecomings its top
servicer quality rating of SQ1 as a primary servicer of prime
loans and a servicer quality rating of SQ2+ as a primary servicer
of subprime loans.  Furthermore, Moody's has assigned GMAC-RFC its
top servicer quality rating of SQ1 as a master servicer.

These are the rating actions:

   * RAMP Series 2007-RZ1 Trust

   * Mortgage Asset-Backed Pass-Through Certificates, Series 2007-
     RZ1

                     Class A-1,  Assigned Aaa
                     Class A-2,  Assigned Aaa
                     Class A-3,  Assigned Aaa
                     Class M-1S, Assigned Aa1
                     Class M-2S, Assigned Aa2
                     Class M-3S, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned A3
                     Class M-8, Assigned Baa1
                     Class M-9, Assigned Baa2
                     Class M-10,Assigned Baa3
                     Class B,   Assigned Ba2


RASC SERIES 2007-KS2: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by RASC Series 2007-KS2 Trust, and ratings
ranging from Aa1 to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by New Century Mortgage Corporation,
Homecomings Financial, LLC and other originators originated
adjustable-rate and fixed-rate subprime mortgage loans.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread, and a swap agreement.  Moody's expects collateral
losses to range from 5.45% to 5.95%.

Primary servicing will be provided by Homecomings Financial, LLC,
New Century Mortgage Corporation, and GMAC Mortgage, LLC.
Residential Funding Company, LLC will act as master servicer.

These are the rating actions:

   * RASC Series 2007-KS2 Trust

   * Home Equity Mortgage Asset-Backed Pass-Through Certificates,
     Series 2007-KS2

                    Class A-I-1, Assigned Aaa
                    Class A-I-2, Assigned Aaa
                    Class A-I-3, Assigned Aaa
                    Class A-I-4, Assigned Aaa
                    Class A-II,  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 M-10,Assigned Ba1


RALI: Fitch Lifts Series 2002-QS1 Class B-2 Certs.' Rating to B+
----------------------------------------------------------------
Fitch Ratings has taken action on Residential Accredit Loan,
Inc.'s mortgage-pass through certificates:

Series 2001-QS19

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AAA';
   -- Class M-2 affirmed at 'AAA';
   -- Class M-3 upgraded to 'AA+' from 'AA-';
   -- Class B-1 upgraded to 'A-' from 'BB+'; and
   -- Class B-2 upgraded to 'BB+' from 'B'.

Series 2002-QS1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AAA';
   -- Class M-2 affirmed at 'AAA';
   -- Class M-3 upgraded to 'AAA' from 'AA+';
   -- Class B-1 upgraded to 'AA-' from 'A'; and
   -- Class B-2 upgraded to 'B+' from 'B'.

Series 2002-QS4

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AAA';
   -- Class M-2 affirmed at 'AA+';
   -- Class M-3 upgraded to 'A+' from 'A-';
   -- Class B-1 upgraded to 'BBB+' from 'BB+'; and
   -- Class B-2 upgraded to 'BB' from 'B'.

The affirmations reflect satisfactory credit enhancement (CE)
relationships to future loss expectations and affect approximately
$74.52 million of outstanding certificates.  The upgrades reflect
an improvement in the relationship of CE to future loss
expectations and affect approximately $6.3 million of
certificates.

The mortgage loans consist of 30- and 15-year fixed-rate mortgages
extended to prime borrowers and are secured by first liens on
one- to four-family residential properties.  As of the January
2007 distribution date, the transactions are seasoned from a range
of 58 to 61 months.  The pool factor for series 2001-QS19, 2002-
QS1 and 2002-QS4 is approximately 10%, 0.08% and 13%,
respectively.

GMAC Mortgage Corporation, the servicer for the aforementioned
transactions, is rated 'RPS1' as a primary servicer for prime
residential mortgage loans by Fitch.

Fitch will continue to monitor these deals.


REFCO INC: Administrators Want Claims Bar Date Extended to Apr. 30
------------------------------------------------------------------
RJM, LLC, the duly appointed administrator of Refco Inc.'s case,
and Marc S. Kirschner, the duly appointed administrator and
Chapter 11 Trustee of Refco Capital Markets, Ltd.'s estate, ask
the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to extend the Administrative Claims
Objection Deadline through and including April 30, 2007.

Upon the Effective Date of the Chapter 11 Plan filed by Refco,
Inc., and its debtor-subsidiaries, the plan administrators assumed
the rights, powers, and duties of the Reorganized Debtors and RCM
on the estates' behalf.

Under the Plan Confirmation Order, the Court set Jan. 25, 2007,
-- 30 days after the Effective Date -- as the deadline to file an
administrative expense priority claim.

Steven Wilamowsky, Esq., at Bingham McCutchen LLP, in New York,
relates that before the expiration of the Administrative Claims
Bar Date, over 200 administrative claims have been filed against
the Refco estates.  

On Feb. 9, 2007, the Plan Administrators, on behalf of Refco F/X
Associates, LLC, objected to approximately 150 administrative
expense claims filed against FXA.

Over the course of the Debtors' Chapter 11 cases, a number of
administrative expense claims have been resolved by Court order
or by consent of the parties, Mr. Wilamowsky notes.

The Plan Administrators continue to reconcile the remaining
Administrative Claims filed against the Chapter 11 estates.

According to Mr. Wilamowsky, the Plan defines "Administrative
Claims Objection Deadline" as the last day for filing an
objection to any request for the payment of an Allowed
Administrative Claim, which will be:

   (a) the later of 60 days after the Effective Date, or 30 days
       after filing an Administrative Claim; or

   (b) other date specified in the Plan or ordered by the
       Court.

Mr. Wilamowsky points out that since the Effective Date occurred
on Dec. 26, 2006, the Administrative Claims Objection
Deadline is presently Feb. 26, 2007, and not Jan. 25, 2007.

The Plan Administrators state that by virtue of filing their
request, the Administrative Claims Objection Deadline is
automatically extended until entry of an order approving or
denying the extension.

The Plan Administrators assert that an extension of the
Administrative Claims Objection Deadline is appropriate to
complete the administrative claims reconciliation process and to
help ensure that all non-meritorious administrative claims are
appropriately challenged.

Furthermore, the Plan Administrators believe that the extension
is particularly important to ensure that no unwarranted
administrative expense claims are allowed simply by virtue of the
passage of time; allowed administrative expense claims are
required to be paid in full under the Plan, and, thus have a
greater relative impact upon recoveries to prepetition unsecured
creditors, who are expected to receive only a fraction of the
allowed amounts of their claims.

While the need to seek additional extensions is not anticipated,
the Plan Administrators reserve the right to seek further
extensions of the Administrative Claims Objection Deadline.

                          About Refco Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007. (Refco Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


REFCO INC: Crisis Managers Want $7.4 Mil. in Success Fees Paid
--------------------------------------------------------------
AP Services, LLC, and Goldin Associates, LLC, ask the U.S.
Bankruptcy Court for the Southern District of New York to compel
Refco, Inc., and its debtor-subsidiaries to pay them contingent
success fees totaling $7,430,433 for services rendered as crisis
managers in the Debtors' Chapter 11 cases.

Specifically, APS seeks approval of a $5,000,000 Success Fee
consistent with the terms of its Court-approved engagement letter
with the Debtors, dated Oct. 18, 2005.

Goldin seeks payment of a $2,430,433 Success Fee in connection
with its engagement as crisis manager for Refco, including
services performed by Harrison J. Goldin, as chief executive
officer; David Pauker and Mark Slane, as chief restructuring
officers; and Jerry Lombardo, as chief financial officer.

The Goldin Success Fee represents a 25% premium to the hourly
fees paid to Goldin in connection with its Engagement Letter with
the Debtors, dated Jan. 5, 2006.

APS and Goldin believe that the exceptional results they achieved
in Refco's successful cases in a narrow time frame, as well as
their relevant contributions, fully merit the award of the
requested Success Fees.

                    APS $5,000,000 Success Fee

Sheldon S. Toll, Esq., at Sheldon S. Toll PLLC, in Southfield,
Michigan, tells Judge Drain that amid the chaos from the Debtors'
bankruptcy filing through the effective date of the Reorganized
Debtors' Chapter 11 Plan, APS has expended incredible crisis
management efforts around the world to ensure a timely and orderly
wrap-up of the Debtors' affairs, while seeking to maximize the
cash available to their creditors.

According to Mr. Toll, the APS team, working with the other
retained firms in the Debtors' cases, led certain key aspects and
contributed significantly to the overall success and prompt wind-
down of the Refco business by:

   (1) managing the lengthy and complex post-closing processes
       of the Man Financial Inc. transaction, which included
       Refco's largest U.S. operation and related international
       entities in the United Kingdom, Canada, and Asia;

   (2) working with management and parties-in-interest to wind
       down Refco Securities, LLC, out of court, hence, saving
       substantial direct costs and accelerating the speed of
       the case;

   (3) analyzing customer accounts with and assets and
       liabilities of Refco Capital Markets, Ltd., which effort
       provided valuable insights to the Debtors and creditors
       during the customer litigation and RCM customer
       settlement process, and enabled prompt initial
       distributions to creditors after the Plan Effective Date;

   (4) leading intercompany analysis, providing creditors and
       debtors with valuable insights into the company's
       intercompany accounts and historical transactions, and
       providing information necessary for the parties to
       conduct Plan negotiations;

   (5) separating information technology function from Man
       Financial subsequent to the acquisition, and leading the
       development of an independent estate IT function; and

   (6) leading the claims analysis and resolution efforts for
       the Debtors, which led to the resolution to a substantial
       number of claims before the Effective Date and enabled
       distribution of over $1,400,000,000 in cash to RCM
       creditors in December 2006 -- within two days after the
       Effective Date.

Other estate management issues addressed by the APS team include
liquidity and cash management; wind-down of fund management
business; wind-down of Refco F/X Associates, LLC; human resources
and facilities management; and general case management.

Mr. Toll asserts that APS has played a key role in worldwide
asset sales and orderly liquidations that will result in over
$1,000,000,000 in cash to the Debtors' estates.

Mr. Toll also points out that the APS role has been key not only
to the negotiation of various asset purchase agreements and
planning of orderly wind downs, but also key in leading
implementation of those initiatives, as well as in the absence of
any management structure.  In addition, APS has enabled the
estate to preserve value through management of complex
postpetition negotiations, with estimated proceeds totaling up to
$1,283,200,000, he states.

Mr. Toll notes that during the Debtors' case, neither APS nor
other retained firms were paid on a current basis.  Thus, he
says, APS and the other firms were effectively uncompensated DIP
lenders to the estate.  He adds that the estates benefited
because they would have had to borrow at rates in excess of 11%
if they could have borrowed at all.  APS' average monthly unpaid
balance from the Debtors' bankruptcy filing through the Effective
Date was over $7,000,000, he discloses.

Mr. Toll acknowledges other retained firms and individuals who
played important roles in the Reorganized Debtors' cases.  He
maintains, however, that the successful results would not have
occurred without the APS team efforts.

Mr. Toll insists that the APS Success Fee is appropriate because
it was included in the $180,000,000 fee cap computation, and,
thus should be approved.

                  Goldin's $2,430,433 Success Fee

Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
LLP, in New York, states that Goldin played a significant role in
organizing a consensual Chapter 11 Plan in the Debtors' cases by
providing interim management and restructuring services to the
Debtors.  Goldin also:

   (a) orchestrated and led a strategy based on full cooperation
       with all governmental investigations in connection with
       the alleged fraud present in the Debtors' cases;  

   (b) led negotiations that successfully resolved all issues
       concerning RSL distribution;    

   (c) worked for the Reorganized Debtors' overseas operations
       to ensure distributions of foreign subsidiaries and
       affiliates;

   (d) sought to maximize the number of qualified estate
       personnel regarding the Debtors' human resource
       activities and functions; and

   (e) was responsible for overseeing the accounting, financial
       reporting and related activities.

Mr. Reisman notes that Goldin continued to be involved in
maximizing future distributions to customers and facilitating
orderly resolution of the issues facing RCM, even after the RCM
estate came under the separate management of a Court-appointed
trustee.

Mr. Reisman says Goldin was also involved in formulating and
executing numerous strategies to maximize recoveries to Refco
from Refco, LLC, by providing extensive resources of the parent
company and its professionals to support the activities of Albert
Togut, as Chapter 7 Trustee for the Refco LLC estate.

Moreover, Mr. Reisman states, Goldin played a key role in
representing the interests of the FXA creditors during the Plan
negotiations, and actively negotiated to obtain numerous
improvements, including increased cash, reduced expenses and
interests in a litigation trust.

Mr. Reisman further discloses that Goldin minimized the costs to
the estates of outside management consultants throughout the
bankruptcy proceedings by reducing the combined Goldin/AP
Services, LLC, interim management staff from 23 in January 2006,
to 12 by December 2006.

Through the final quarter of 2006, Goldin was paid $9,721,734 in
fees and reimbursed $106,107 in expenses for services rendered
during the Debtors' cases, Mr. Reisman states.

"Given the extraordinary circumstances presented when Goldin was
retained to take over management, a success fee is a normal and
expected component of compensation," Mr. Reisman asserts.

The Court will convene a hearing on April 11, 2007, at 10.00 a.m.
to consider approval of the APS and Goldin Success Fees.

                          About Refco Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007. (Refco Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ROCK PRAIRIE: Case Summary & 23 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Rock Prairie Holdings, Ltd.
             17330 Penick Road
             Waller, TX 77484

Bankruptcy Case No.: 07-31580

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Centex Kwik Care, Inc.                     07-31577

Type of Business:

Chapter 11 Petition Date: March 5, 2007

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtors' Counsel: Peter Johnson, Esq.
                  Law Offices of Peter Johnson
                  Suite 2820, Eleven Greenway Plaza
                  Houston, TX 77046
                  Tel: (713) 961-1200
                  Fax: (713) 961-0941

                                Total Assets     Total Debts
                                ------------     -----------
Rock Prairie Holdings, Ltd.       $1,244,942      $1,327,551
Centex Kwik Care, Inc.               $47,317        $185,384

A. Rock Prairie Holdings, Ltd.'s Three Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Business Loan Center, LLC     Deed of Trust Lien      $1,107,000
Alvin Pedescleaux                                         Value:
700 North Pearl Street                                  $659,150
Suite 1850
Dallas, TX 75201

Kwik Industries, Inc. (Loan)  Loan                      $138,816
4725 Nall Road
Dallas, TX 75244

Brazos County 2006 Tax        County & School Tax        $17,002
(Rock Prairie)
Gerald L. Winn
300 E. W.J. Bryan
Bryan, TX 77803


B. Centex Kwik Care, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Business Loan Center, LLC     Tex Bus Comm            $1,107,000
Alvin Pedescleaux             Code Article 9
700 North Pearl Street
Suite 1850
Dallas, TX 75201


Kwik Industries, Inc. (Loan)  Standby Loan for          $138,819
4725 Nall Road                1/2 SBA down
Dallas, TX 75244              payment 10% interest


Wolpoff & Abramson, L.L.P.    Collections for MBNA/      $28,538
Two Irvington Centre          Master Card
702 King Farm Blvd
Rockville, MD 20850

MBNA America                  Credit Card                $20,823

Tax Ease Funding, LP 2005     Tax Collection             $20,000
Tax

Brazos County 2006 Tax        County & School Tax        $17,002

Allen L Adkins & Associates,  Judgement for Citi         $13,218
P.C.                          Bank Credit Card

Kwik Industries, Inc.         Goods for resell           $12,994

NCB Management                Collections for            $11,692
                              Advanta Bank

Hosto & Buchan, P.L.L.C.      Collections for            $11,313
                              GM Card

Sear's Gold Card              Credit Card                $11,058

Wolpoff & Abramson, L.L.P.    Collections for            $10,477
                              MBNA America Bank

State Bank                    Personal Loan               $7,101
                              for Business

Allied Sales Co.              Goods for resell            $6,833

Sam's Club                    Credit Card                 $5,978

AMO Recoveries                Collections                 $2,625

American Express              Credit Card                 $2,100

Centex Environmental          Miscellaneous                 $900
Consultants

American Express              Credit Card                   $814

HSBC Business Solutions       Credit Card                   $589


SAINT VINCENTS: Court Approves $300 Million Exit Financing
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a commitment letter between Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates and General
Electric Capital Corporation for a $300,000,000 exit financing
facility.

In addition, the Court authorized the payment of fees,
reimbursement of expenses and indemnification in accordance with
the terms of a related fee letter agreement.

The Debtors had authority to obtain postpetition financing of up
to $350,000,000 on a senior secured, super-priority basis, under
a certain debtor-in-possession credit agreement between the
Debtors and GE Capital, as agent and lender, and certain other
financial institutions.

The Debtors filed their joint plan of reorganization and related
disclosure statement on Feb. 9, 2007.  The Plan will only be
effective if, among other things, SVCMC obtains exit financing.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
related that exit financing is necessary to enable the Debtors to
pay Plan obligations, including administrative expenses and
outstanding DIP financing, and meet the reorganized Debtors'
general corporate and working capital expenditures.  GE Capital
has agreed to provide reorganized SVCMC with a $300,000,000
credit facility pursuant to the terms of the Commitment Letter.

In connection with the execution of the Commitment Letter, the
Debtors and GE Capital will also execute the Fee Letter, which
obligates the Debtors to pay various fees in consideration for GE
Capital's commitment to fund the Exit Facility.  Pursuant to the
Exit Facility Letters, the Debtors are also obligated to pay GE
Capital's reasonable costs and expenses and to provide certain
indemnifications.

Full-text copies of the Commitment Letter and the Fee Letter are
collectively available for free at:

              http://ResearchArchives.com/t/s?1b31

The Exit Facility is comprised of a $250,000,000 term loan
secured primarily by real estate, and a $50,000,000 revolving
credit facility secured by receivables.  All amounts outstanding
under the Exit Facility will bear interest, at SVCMC's option, at
the index rate plus the applicable margin or the LIBOR rate plus
the applicable margin.

The Applicable Margin varies between 1% and 2% for the revolver
and 2.0% and 3.0% for the term loan.

The Exit Facility will mature seven years from the closing date.  
The facility will be used, among other things, to meet Plan
obligations and provide for the working capital and general
corporate purposes of the reorganized Debtors, including the
issuance of letters of credit.

(A) The Commitment Letter

The Commitment Letter provides that to become effective and
create a binding commitment by GE Capital, SVCMC must obtain
Court approval of:

   -- the execution and delivery of the Commitment Letter and
      Fee Letter to GE Capital by Feb. 28, 2007, which has
      been extended until March 9 by letter dated Feb. 16; and

   -- the payment of an underwriting fee of $200,000 and a
      commitment fee of $450,000.  $50,000 of the Underwriting
      Fee was paid upon execution of the Commitment Letter, with
      the balance to be paid upon approval.

The Commitment Fee will be considered fully earned and non-
refundable upon its receipt by GE Capital so long as GE Capital
does not breach its commitment.

SVCMC is obligated to indemnify and hold GE Capital harmless from
and against, as and when incurred, all claims, expenses, damages,
and liabilities of any kind which may be incurred by, or asserted
against, any person in connection with, or arising out of, the
Commitment Letter, the Exit Facility and related transactions,
any related financing, investigation, litigation, or proceeding.  
In no event will an indemnified person be entitled to indemnity
for any claim or expense to the extent it is found by a final,
non-appealable judgment of a court of competent jurisdiction to
have resulted directly from the gross negligence, willful
misconduct or fraud of that indemnified person.

(B) The Fee Letter

The Fee Letter provides for payment of:

     * the Commitment Fee, which will be payable to GE Capital
       upon approval of the Commitment Letter;

     * a non-refundable closing fee of 1.5% of the maximum
       commitment amount, against which will be credited the
       $450,000 Commitment Fee upon closing; and

     * a non-refundable administrative and collateral management
       fee of $150,000 annually.

Maximum fees of $4,700,000 will be due and payable to GE Capital
prior to or at the closing of the Exit Facility.

The Exit Facility Letters obligate the reorganized Debtors to pay
the reasonable, documented out of pocket expenses incurred by GE
Capital and its affiliates in connection with the Exit Facility
and a field examination fee of $925 per person per day plus
actual reasonable and documented field audit expenses, but
excluding costs and expenses for GE Capital's syndication of the
loan.

Mr. Oswald tells Judge Hardin that procuring a cost-effective
exit financing facility that provides adequate and sufficient
liquidity is critical to confirmation.  The Exit Financing
Letters are products of good faith and arm's-length negotiations
between the parties and reflect market rates and competitive
terms.  

GE Capital is the agent for the Debtors' DIP credit facility and
will act as agent under the Exit Facility.  Because of GE
Capital's familiarity with the Debtors' business and its role as
agent under the DIP facility, the fees and expenses payable under
the Exit Facility Letters are lower than what would be incurred
if a different lender was to provide the financing, Mr. Oswald
explains.

Moreover, Mr. Oswald says the approval of the Exit Facility
Letters is necessary at this time to permit GE Capital to proceed
with its due diligence and the parties can document the Exit
Facility.  

To secure all obligations of SVCMC, GE Capital, on behalf of
itself and the Lenders, will receive a fully perfected first
priority lien and security interest in all of the real and
personal, tangible and intangible assets of SVCMC, provided that
the collateral will not include reimbursements or accounts
received by SVCMC pursuant to the Indigent Care Pool and the GME
Pool and Excluded Deposit Accounts.  All collateral will be free
and clear of other liens, claims, and encumbrances, except for:

   (a) currently existing liens in favor of Commerce Bank, Sun
       Life, RCG Longview II, L.P., Aptium W. New York, Inc., the
       Dormitory Authority of the State of New York, and Staten
       Island Savings Bank currently covering certain property of
       SVCMC for existing obligations,

   (b) a second lien in favor of a medical malpractice trust to
       be created under the Plan of Reorganization covering
       certain Staff House and Westchester properties,

   (c) a senior lien created under the Plan in favor of general
       unsecured creditors covering certain identified property,
       and

   (d) other encumbrances reasonably acceptable to GE Capital.

             Sun Life Objects to Priority of Liens

When the Debtors filed for bankruptcy, they owed $78,320,995 to
Sun Life Assurance Company of Canada and Sun Life Assurance
Company of Canada (U.S.).  The Sun Life Claim is secured by first
and second priority liens on four properties in New York and their
rents, profits and proceeds, including the Westchester Collateral.

Eric R. Wilson, Esq., at Kelley Drye & Warren LLP, in New York,
noted that the Debtors acknowledged that the Sun Life Liens are
valid and duly perfected liens, subject only to the Official
Committee of Unsecured Creditors' right to challenge Sun Life's
lien on the Westchester Collateral.  The Creditors Committee's
right to challenge that lien has been extended through June 4,
2007.

Mr. Wilson said the proposed Term Sheet is ambiguous because it
contemplates first priority liens in favor of GE Capital against
collateral, including the Sun Life Collateral, that is subject to
existing first and second priority liens in favor of Sun Life.  

Hence, to clarify the ambiguity, Sun Life had asked the Court to
expressly provide in any order granting the Debtors' request that
any liens or encumbrances that may be granted to GE Capital are
presently subordinate to the Sun Life liens.

However, Sun Life withdrew its objection.

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 49 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SANDRIDGE ENERGY: S&P Rates Proposed $1 Billion Senior Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to privately held oil and gas exploration and
production company SandRidge Energy Inc.  

At the same time, Standard & Poor's assigned a 'B' rating to the
company's proposed $1 billion senior unsecured term loan.  The
term loan is expected to be exchanged into 144A senior unsecured
notes within 412 days of closing.  Closing is expected to occur
simultaneously with an approximately $300 million private equity
infusion.  SandRidge will use proceeds to repay an $850 million
bridge and partially fund the company's large 2007 capital budget.
The outlook is stable.  

Pro forma for the term loan issuance, Oklahoma City, Oklahoma-
based SandRidge will have $1.1 billion in debt.

"The ratings on SandRidge reflect its midsize reserve base, highly
leveraged financial profile, high general and administrative (G&A)
expenses, geographic concentration in the Pinon field in West
Texas, and the E&P industry's highly cyclical and capital
intensive nature," said Standard & Poor's credit analyst David
Lundberg.

"These weaknesses are only partially offset by the company's
internal growth opportunities, competitive finding & development
(F&D) costs, and experienced management team.  Another ratings
consideration is the financial flexibility of being able to pay
interest expense and preferred stock dividend payments in kind
over the next several years," Mr. Lundberg continued.

The outlook is stable.  In 2007 and 2008, Standard & Poor's
expects the company to spend aggressively to ramp up production
levels, particularly in the West Texas Overthrust.  Lifting and
F&D costs should be in line with 2006 levels, and the rating
agency would expect G&A expense on a per-unit-of-production basis
to decrease significantly.  

Standard & Poor's expects debt levels to remain in the
$1.1 billion area, but the rating agency expects deleveraging
through reserve and production growth.  A positive rating action
could result if the company deleverages materially and operating
results are in line with expectations and the company.  A
successful IPO and conversion of the convertible preferred stock
into common would contribute to deleveraging targets.  A negative
rating action could result if the company is not able to increase
production levels at a reasonable cost, which would pressure the
company's coverage ratios.  Also, if the company does not raise
additional capital over the next three to four quarters but is
still pursuing a very aggressive capital budget, liquidity could
become constrained, which could result in a negative rating
action.


SG MORTGAGE: S&P Holds BB Rating on Class M13 Certificates
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 16
classes of certificates from SG Mortgage Securities Trust
2005-OPT1.

The affirmations reflect the stable performance of the collateral
as of the February 2007 remittance date.  Current and projected
credit support percentages are sufficient at each rating level.  
SG Mortgage Securities Trust 2005-OPT1 is supported by
overcollateralization (O/C), excess interest, and subordination.

This transaction is 14 months seasoned and has maintained O/C
of 0.70% of the original balance since closing.  While the deal
has realized $197,564 in cumulative losses, monthly excess
interest has covered these losses and O/C has not been
compromised.  Total and serious delinquencies are 15.73% and 9.17%
of the current principal balance, respectively.  While these
percentages have increased over recent months, they have not
translated into significant realized losses or reduced credit
enhancement levels.

The collateral backing these certificates consist of subprime
fixed- and adjustable-rate mortgage loans originated by Option One
Mortgage Corp.

                         Ratings Affirmed

              SG Mortgage Securities Trust 2005-OPT1

                      Class            Rating
                      -----            ------
                      A1, A2, A3       AAA
                      M1               AA+
                      M2               AA
                      M3, M4           AA-
                      M5               A+
                      M6               A
                      M7               A-
                      M8               BBB+
                      M9, M10          BBB
                      M11              BBB-
                      M12              BB+
                      M13              BB


SIERRA HEALTH: Agrees to Sell Assets to UnitedHealth for $2.6 Bil.
------------------------------------------------------------------
Sierra Health Services, Inc., and UnitedHealth Group Inc. have
signed a definitive merger agreement under which UnitedHealth
Group will acquire all of the outstanding shares of Sierra for
$43.50 per share in cash, representing a total equity value of
$2.6 billion.  The transaction, which has been approved by the
Boards of Directors of both companies and is expected to close by
the end of 2007 or sooner, is subject to state and federal
regulatory approvals, including in Nevada, California and Texas,
approval by Sierra's stockholders, and other customary conditions.

"We have completed extensive due diligence, and expect Sierra's
positive performance to continue," Mike Mikan, chief financial
officer of UnitedHealth Group, said.  "Sierra is a financially
strong organization with very stable operations and systems, and
has a long and well-recognized history of consistently and
profitably delivering high-quality, affordable health care in
Nevada."

Sierra is a provider of health benefits and services, serving
approximately 310,000 employer-sponsored health plan members in
Nevada and 320,000 people in senior and government programs
throughout the United States.  The combined business in the Nevada
region will continue under the leadership of Sierra's chairman and
chief executive officer Anthony M. Marlon, M.D. and his management
team.  The transaction combines Sierra's broad local networks of
high-quality health care providers and services with UnitedHealth
Group's organized system of care providers and clinical centers of
excellence programs throughout the United States, its significant
capabilities and technologies to support consumers, and its
leadership role in making the health care system work better for
all constituents.

"Combining UnitedHealthcare and Sierra brings together two strong
and innovative companies that each have a heritage of providing
consumers access to affordable, quality medical care,"
UnitedHealth Group president and chief executive officer Stephen
J. Hemsley said.  "The combined enterprise will have the scale,
resources and commitment to offer the most comprehensive range of
affordable services to our clients in the Southwest, as well as
for clients with business interests across the country.

"Sierra's clinical operations are led by the physicians of its
affiliate, Southwest Medical Associates, which is Nevada's largest
multi-specialty medical group practice," Mr. Hemsley continued.  
"They have long provided strong leadership around the delivery of
quality care.  We see significant opportunities to learn from them
and to leverage their expertise in combination with our leading
data assets to gain clinical insights that will be useful in a
wide variety of broader care delivery settings in our network-
based care model."

"United's national scope, reputation for affordable, quality
product design and overall credibility with decision-makers assure
me that the best interests of our customers, providers and
employees will be considered," Dr. Marlon, the founder of Sierra,
said.  "The key to Sierra's success over the past 25 years has
always been our exceptional people and their promise to provide
consumers with quality health care.  These attributes have
contributed to Sierra's positive reputation in Nevada and to the
value the Company has created for its shareholders.  This merger
is the next step in continuing that promise, and we are confident
that this combination will generate significant benefits for all
of our stakeholders as we work to improve the delivery of care
across the health care system."

UnitedHealth Group sees this business combination creating
opportunities in a number of areas:

   * The full spectrum of health benefit programs and services for
     commercial and governmental employers -- ranging from large
     multisite corporations to small local businesses -- as well
     as for individuals;

   * The most extensive portfolio of services to address the needs
     of participants in government-sponsored programs, including
     older Americans in a variety of Medicare programs and Nevada
     state Medicaid beneficiaries;

   * Diversified services dedicated to specialized health care
     needs such as behavioral, dental, vision and pharmaceutical
     benefits.

The addition of Sierra further complements UnitedHealth Group's
businesses in the high-growth Southwest region.  The U.S. Census
Bureau estimates that Nevada was the second fastest-growing state
in 2006 -- after ranking number one for population growth
percentage in each of the 19 previous years.  UnitedHealth Group
already has solid market positions in the adjacent growth states
of Arizona, California, Colorado and Utah.

"The assets, brands and reputations of Sierra and Southwest
Medical Associates will significantly strengthen our growth
platform in the region," David Wichmann, president of UnitedHealth
Group's individual and employer markets business group, which
includes its UnitedHealthcare business, said.  "Sierra is widely
recognized as the best-in-class local health benefits provider in
Nevada.  We have immense respect for Dr. Marlon and his management
team and the 3,000 dedicated employees of Sierra, and we look
forward to welcoming them into the UnitedHealth Group family."

Under the agreement a wholly owned subsidiary of UnitedHealthcare,
a UnitedHealth Group company, will merge with Sierra.  The merger
agreement requires Sierra to pay UnitedHealth Group a termination
fee of approximately $85 million in the event the merger is not
consummated for certain specified reasons, such as Sierra's Board
of Directors changing its recommendation of the merger.

UnitedHealth Group anticipates the acquisition will be immediately
accretive to earnings per share upon closing, adding earnings of
approximately $0.04 per share in the first 12 months without
consideration of any potential synergies.  UnitedHealth Group will
not include these earnings gains in its financial outlook until
the transaction has closed.  UnitedHealth Group also expects the
combined company to realize operating enhancements that will
provide additional value for all constituents, including
shareholders.  Financial synergies are expected to contribute up
to $30 million in additional operating earnings to combined
company results in calendar 2008, with additional gains to follow
in subsequent years.  The transaction will be financed by
UnitedHealth Group with cash on hand, cash flows from operations
and normal capital market activities.  Separately, UnitedHealth
Group reiterated that it plans to buy back approximately
$4 billion to $4.5 billion in stock in 2007 under its ongoing
share repurchase program.

Sierra Health Services and UnitedHealth Group were served on this
agreement by financial advisors Lehman Brothers and J.P. Morgan,
respectively.

                       About UnitedHealth

Headquartered in Minneapolis, Minnesota, UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- offers   
products and services through six operating businesses:
UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix.  Through its family of businesses,
UnitedHealth Group serves approximately 70 million individuals
nationwide.

                       About Sierra Health

Headquartered in Las Vegas, Nevada, Sierra Health Services Inc.
(NYSE: SIE) -- http://www.sierrahealth.com/-- is a diversified   
health care services company that operates health maintenance
organizations, indemnity insurers, military health programs,
preferred provider organizations and multispecialty medical
groups. Sierra's subsidiaries serve more than 1.2 million people
through health benefit plans for employers, government programs
and individuals.

                          *     *     *

The company's 2-1/4% Senior Convertible Debentures due 2023 carry
Standard & Poor's BB+ rating.


SMALL HYDRO: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Small Hydro of Texas, Inc.
        1298 FM 766
        Cuero, TX 77954

Bankruptcy Case No.: 07-60033

Chapter 11 Petition Date: March 1, 2007

Court: Southern District of Texas (Victoria)

Judge: Wesley W. Steen

Debtor's Counsel: Jerome A. Brown, Esq.
                  Brown & Associates
                  P.O. Box 1667
                  Victoria, TX 77902
                  Tel: (361) 579-6700
                  Fax: (361) 485-0465

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Raleigh Coppedge                   Promissory Note        $48,825
1105 North McLeod
Cuero, TX 77954

Sanders Hydrostatic Testing Co.    Business Debt          $46,339
P.O. Box 690
Cuero, TX 77954

Van Sanders                        Promissory Note        $29,503
P.O. Box 690
Cuero, TX 77954

Jim Conrad                         Promissory Note        $29,433

Lionel Flores                      Promissory Note        $25,000

Robert Sollock                     Promissory Note        $22,840

AT&T                               Business Debt          $17,281

Bradley Construction               Business Debt          $13,993

Central Concrete Inc.              Business Debt           $8,517

Scrapco Inc.                       Business Debt           $7,500

McPhillips Insurance               Business Debt           $6,000

William Finney, Sr.                Litigation                  $0

Tim Pennell                        Litigation                  $0

Rosemary Harrison                  Litigation                  $0

John Braden                        Litigation                  $0

Dan Donalson                       Litigation                  $0

Bob McCurdy                        Litigation                  $0


SMARTIRE SYSTEMS: Completes $1.8 Mil. Convertible Debentures Sale
-----------------------------------------------------------------
SmarTire Systems Inc. has completed the sale of the third and last
convertible debenture to be sold pursuant to the terms of the
securities purchase agreement dated Jan. 23, 2007.

As reported in the Troubled Company Reporter on Jan. 30, 2007
SmarTire entered into an agreement providing for the sale of
convertible debentures in the amount of up to $1,800,000.  
On Jan. 23, 2007, SmarTire sold one convertible debenture for
gross proceeds of $684,000.  The agreement provides that SmarTire
may sell convertible debentures for the balance of up to
$1,116,000 at any time over the next six months.

Pursuant to the securities purchase agreement with Xentenial
Holdings Limited dated January 23, 2007, the company has sold a
third convertible debenture to Xentenial Holdings Limited.  This
third convertible debenture is dated March 2, 2007, and is in the
amount of $782,000.

Under the terms of this March 2, 2007 secured convertible
debenture, the company is required to repay principal, together
with accrued interest calculated at an annual rate of 10%, on or
before Jan. 23, 2009.  Interest may be paid either in cash or in
shares of our common stock valued at the closing bid price on the
trading day immediately prior to the date paid, at our option.  
Subject to a restriction, all or any part of principal and
interest due under the secured convertible debenture may be
converted at any time at the option of the holder into shares of
our common stock.  The conversion price in effect on any
conversion date shall be equal to the lesser of (i) $0.0573 or;
(ii) 80% of the lowest volume weighted average price of our common
stock during the 30 trading days immediately preceding the
conversion date as quoted by Bloomberg, LP.

The conversion price is subject to adjustment in the event the
company issues any shares of its common stock at a price per share
less than the conversion price then in effect, in which event,
subject to certain agreed exceptions, the conversion price will be
reduced to the lower purchase price.

The secured convertible debenture contains a contractual
restriction on beneficial share ownership.  It provides that the
holders may not convert the convertible debenture, or receive
shares of our common stock as payment of interest, to the extent
that the conversion or the receipt of the interest payment would
result in such holder, together with its respective affiliates,
beneficially owning in excess of 4.99% of our then issued and
outstanding shares of common stock.  The holder upon may waive
this beneficial ownership limitation not less than 65 days' notice
to us.

"With a number of recent successes behind us, the proceeds from
this financing will be used for working capital as we continue to
streamline operations and establish a foothold in the estimated
$2.2 billion commercial, recreational vehicle, bus and off-highway
markets; an industry that depends on cost-saving measures in order
to grow margins as tire, fuel and operator expenditures continue
to squeeze profitability," SmarTire CFO Jeff Finkelstein said.

On March 5, 2007, the company amended its stock option agreements
with 28 employees of the company, including the officers of the
company, in order to reprice an aggregate of 8,525,000 employee
stock options to the market price for our common shares on the
closing price for our common shares on the OTC Bulletin Board,
which was $0.035 per share.

A full-text copy of the Amendment to the Securities Purchase
Agreement is available for free at:

              http://ResearchArchives.com/t/s?1b2d

                      About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTCBB: SMTR) -- http://smartire.com/--develops   
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2007,
the company's balance sheet at Oct. 31, 2006, showed $6.1 million
in total assets, $38.7 million in total liabilities, $2.2 million
in preferred shares subject to mandatory redemption, resulting in
a stockholders' deficit of $34.8 million.


SMARTIRE SYSTEMS: Sells $782,000 Conv. Debenture to Xentenial
-------------------------------------------------------------
Smartire Systems Inc. have sold a third convertible debenture to
Xentenial Holdings Limited in the amount of $782,000, dated
March 2, 2007, pursuant to the securities purchase agreement with
Xentenial Holdings Limited dated Jan. 23, 2007 and reported in a
Form 8-K filed Jan. 26, 2007, as amended by an amendment dated
Feb. 9, 2007 and reported in a Form 8-K filed Feb. 15, 2007,

Under the terms of this Mar. 2, 2007 secured convertible
debenture, The company are required to repay principal, together
with accrued interest calculated at an annual rate of 10%, on or
before Jan. 23, 2009.  Interest may be paid either in cash or in
shares of its common stock valued at the closing bid price on the
trading day immediately prior to the date paid, at our option.  
Subject to a restriction describe below, all or any part of
principal and interest due under the secured convertible debenture
may be converted at any time at the option of the holder into
shares of our common stock.  The conversion price in effect on
any conversion date shall be equal to the lesser of

  a. $0.0573 or;

  b. 80% of the lowest volume weighted average price of its common
     stock during the 30 trading days immediately preceding the
     conversion date as quoted by Bloomberg, LP.

The conversion price is subject to adjustment in the event we
issue any shares of its common stock at a price per share less
than the conversion price then in effect, in which event, subject
to certain agreed exceptions, the conversion price will be reduced
to the lower purchase price.

The secured convertible debenture contains a contractual
restriction on beneficial share ownership.  It provides that the
holders may not convert the convertible debenture, or receive
shares of its common stock as payment of interest, to the extent
that the conversion or the receipt of the interest payment would
result in such holder, together with its respective affiliates,
beneficially owning in excess of 4.99% of our then issued and
outstanding shares of common stock.  This beneficial ownership
limitation may be waived by the holder upon not less than 65 days'
notice to us.

On Mar. 5, 2007, the company amended its stock option agreements
with 28 employees of our company, including the officers of its
company listed below, in order to reprice an aggregate of
8,525,000 employee stock options to the market price for its
common shares on the closing price for its common shares on the
OTC Bulletin Board, which was $0.035 per share.

                       About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/--develops   
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2007,
the company's balance sheet at Oct. 31, 2006, showed $6.1 million
in total assets, $38.7 million in total liabilities, $2.2 million
in preferred shares subject to mandatory redemption, resulting in
a stockholders' deficit of $34.8 million.


SMURFIT-STONE: DBRS Holds B (high) Senior Unsecured Debt's Rating
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the Senior Unsecured Debt
rating of Smurfit-Stone Container Corporation at B (high).  The
trend is Stable.

The rating of Smurfit-Stone Container remains on track regardless
of the fact that the corrugated packaging industry has experienced
long periods of oversupply conditions in the past five years that
have produced weak financial results.  The company's heavy
reliance on this sector results in a business risk that is greater
than the forest product industry's average.

Containerboard producers reduced supply to met demand in 2005
and 2006 and product prices have been on an upward trend since
fourth quarter 2005.  Slow growth in packaging demand and
containerboard/packaging industry capacity discipline should
produce gradually increasing product prices.  However, cost
pressures, including high chemical and freight costs, and rising
fibre prices are showing few signs of abating and are expected
to offset some of the positive aspects of higher revenues.

The company also faces the risk of:

   1. increased linerboard imports from China as more domestic
      capacity comes on stream in 2007 and 2008, and

   2. pressure from major retailers to reduce packaging volumes.  
      Despite the potential for a negative impact on earnings, the   
      aforementioned risks are not expected to have a major impact
      on company profitability in the near term.

A major restructuring plan to reduce costs is underway.  The
Company expects to achieve $525 million in annual cost savings by
the end of 2008.  Smurfit-Stone achieved $243 million in savings
in 2006 and is targeting another $177 million in additional
incremental cost reduction in 2007.

Capex is expected to remain at high levels in 2007 and 2008 as
the company completes its restructuring and cost reduction
program.  Cash flow from operations is forecasted to be sufficient
to fund capital expenditures in 2007 and 2008.  However, free cash
flow is only expected to be marginally positive in the next two
years, preventing an improvement in the financial profile until
the restructuring program is completed at the end of 2008.

Smurfit-Stone has a long history of high leverage and this trend
is expected to continue in the near term.  As a result, the
company's credit profile is not expected to change significantly
over the next two years, remaining within the parameters
associated with the above-noted rating.

The greatest risk facing the company is a North American
recession, particularly given its continuing high leverage.  
Smurfit-Stone would have limited financial flexibility to fund
large free cash flow losses in the event of sharply lower
earnings.  However, DBRS does not expect this to occur over the
near term, and the downside risk to the current rating is limited.


SOLO CUP: Moody's Holds Ratings and Revises Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service confirmed the B3 Corporate Family Rating
of Solo Cup Company and revised the rating outlook to negative.
Moody's assigned a B1 rating to both the $638 million senior
secured term loan B and $150 million revolver and confirmed all
other instrument ratings.

The revision of the ratings outlook to negative reflects the
company's dependency on asset sales to ease liquidity constraints
as well as the positive change in corporate governance at Solo
Cup.  The company's substantial working capital needs cannot be
managed without significant utilization of the revolver because of
the current and projected lack of free cash flow.  Moreover, Solo
Cup is dependent upon asset sales to provide adequate headroom
under its covenants for working capital needs.  Credit metrics are
weak for the rating category and the company's viability and the
ratings are dependent upon improvements in free cash flow and
liquidity and reductions in debt and interest expense.

Solo Cup has been plagued by poor corporate governance, an
inability to execute on previous performance improvement plans,
inadequate financial controls, increased competition, rising raw
material prices, weak information systems, and high financial
leverage.

Moody's acknowledges that the new leadership structure is expected
to have a greater focus on performance and accountability and has
the potential to drive improved results.  Solo Cup's strong brand
name, broad product portfolio, scale and long standing customer
relationships are also contemplated in the ratings and outlook.

Affirmed:

   -- Confirmed Corporate Family Rating, B3

   -- Confirmed $130 million senior secured second lien term loan
      due March 31, 2012, Caa1, LGD4, 69%

   -- Confirmed $325 million 8.5% subordinated notes due
      Feb. 15, 2014, Caa2 LGD 5, 87 %

   -- Assigned $150 million senior secured revolving credit
      facility maturing Feb 27, 2010, B1, LGD3, 32%

   -- Assigned $638 million senior secured term loan B due Feb 27,
      2011, B1, LGD3, 32 %

   -- Confirmed Probability of Default Rating, B3

The rating outlook is revised to negative.

Headquartered in Highland Park, Illinois, Solo Cup Company with
annual revenues of about $2.4 billion is one of the largest
domestic manufacturers of disposable paper and plastic food and
beverage containers used in the foodservice and retail consumer
markets.


SOLUTIA INC: Selling Dequest to Thermphos Trading for $67 Million
-----------------------------------------------------------------
Solutia Inc. has reached a definitive agreement to sell
Dequest(r), its water treatment phosphonates business.  Under the
terms of the agreement, Thermphos Trading GmbH will purchase the
assets and assume certain of the liabilities of the Dequest
business for $67 million in cash, subject to a working capital
adjustment.

The parties will also enter into a lease and operating agreement
under which Solutia will continue to operate the Dequest facility
to produce Dequest products exclusively for Thermphos at Solutia's
plant in Newport, Wales, in the United Kingdom.  The closing of a
sale of the Dequest business will be subject to certain
governmental and regulatory approvals and other customary closing
conditions.

In addition, the sale transaction is subject to authorization by
the bankruptcy court overseeing Solutia's reorganization,
following completion of a court-supervised auction process.  
Solutia plans to seek bankruptcy court approval of the bidding
procedures and other aspects of the auction process in April 2007.

                          About Dequest

Dequest -- http://www.dequest.com/-- produces phosphonates, which  
are used as additives in water processing across a broad spectrum
of markets, including industrial water treatment, household and
industrial detergents, industrial cleaners, enhanced oil recovery
operations, and various industrial processes such as desalination
and pulp production.  In 2006, sales for the Dequest business
accounted for less than 4% of the total sales of Solutia Inc.

                  About Thermphos International

Thermphos International -- http://www.thermphos.com/-- produces  
and sells phosphorus, phosphoric acid, phosphorus derivates and
phosphates.  Thermphos employs approximately 1,150 people
worldwide with locations in the Netherlands, Germany, Switzerland,
France, England Argentina and China.

                       About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell     
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.


SPILSBURY PUZZLE: Assignee To Auction Assets on Friday
------------------------------------------------------
William A. Brandt, Jr., the assignee for the benefit of creditors
of Spilsbury Puzzle Company, will hold a public auction to sell
all of Spilsbury's inventory, furniture and equipment, and
intellectual property and goodwill on March 16, 2007, at 9:00 a.m.
at the offices of:

      Development Specialists Inc.
      70 West Madison Street, Suite 2300
      Chicago, IL 60602
      Attn: Steven L. Victor
            Matthew E. Farnsworth

The Assignee has received an offer to purchase substantiall all of
Spilsbury's auctioned assets for $1,100,000.  The Assignee has
granted the offeror a $50,000 bid protection.

The next bid must be at least $1,150,000.  Thereafter, all bids
must be in the increments of $10,000.

All prospective bidders must deposit $25,000 in cashier's check or
certified check with the Assignee before the auction to be
eligible to bid.

The highest bid must make a $75,000 additional earnest money
deposit with the Assignee.  The balance of the purchase price is
payable on the closing date, which is on or before March 19, 2007.

All assets are offered on an "as is, where is" basis, without any
representations or warranties expressed or implied as to the value
of the assets, their merchantibility or fitness for a particular
case.

The Assignee can be contacted at:

      William A. Brandt, Jr.
      Assignee for the Benefit of Creditors
      Spilsbury Puzzle Company
      70 West Madison Street, Suite 2300
      Chicago, IL 60602
      Tel: (312) 263-4141      

Robert Radasevich, Esq., and Robert G. Gerber, Esq., at Neal,
Gerber & Elsenberg LLP represent the Assignee.

Spilsbury Puzzle Company -- http://www.spilsbury.com/-- sold  
unique gifts, creative games, unusual toys and original puzzles.  
The company's operations have ceased.  The company executed an
Assignment for the Benefit of Creditors on Feb. 23, 2007.


STRUCTURED ASSET: Moody's Cuts Ratings on Class B-3 Loans to Ba1
----------------------------------------------------------------
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.


SYNAGRO TECH: S&P Junks Rating on $150 Million 2nd-Lien Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned bank loan and recovery
ratings to Synagro Technologies Inc.'s $540 million of proposed
credit facilities, which will consist of a $100 million
six-year first-lien revolving credit facility, a $290 million
seven-year first-lien term loan B, and a $150 million seven-and-a-
half year second-lien term loan.

The first-lien facilities are rated 'B+' with recovery ratings of
'1', indicating the expectation of full recovery of principal in
the event of default.  The second-lien term loan is rated 'CCC+'
with a recovery rating of '4', indicating the expectation of
marginal (25%-50%) recovery of principal in the event of default.

Standard & Poor's said that its 'B+' corporate credit rating and
other existing ratings on Houston, Texas-based Synagro remain on
CreditWatch with negative implications, where they were placed on
Jan. 30, 2007.  The ratings were placed on CreditWatch after the
report that Synagro had signed a definitive merger agreement to be
acquired by The Carlyle Group.

Proceeds of $440 million from the proposed credit facilities and
about $277 million in equity contribution from Carlyle will be
used to fund the acquisition of Synagro and for the repayment of
existing indebtedness.  Upon successful completion of the
acquisition and proposed financing, Standard & Poor's will resolve
the CreditWatch listing.

Standard & Poor's will lower the corporate credit rating on
Synagro to 'B' from 'B+' to reflect the increase in debt and
subsequent deterioration of the financial profile.  The outlook
will be stable.

Standard & Poor's also expects to withdraw the ratings on the
existing credit facility upon closing of the proposed refinancing.

"After the completion of the pending transaction, the ratings on
Synagro will reflect its highly leveraged capital structure, a
narrow scope of operations that results in limited diversity, some
vulnerability of operating performance to government regulation,
energy costs and weather conditions, and competition from larger
and well-financed direct and indirect participants," said
Standard & Poor's credit analyst Robyn Shapiro.

"These factors are partially offset by the company's leading
position as a national service provider of wastewater residuals
management, offering a full range of services; the essential
nature of services provided to municipalities and industrial
customers; and the high percentage of sales under long-term
contracts."

With annual revenues of about $350 million, Synagro manages the
organic, non-hazardous biosolids generated by public and privately
owned water and wastewater treatment facilities.


TEMBEC INC: Moody's Holds Junk Corporate Family Rating
------------------------------------------------------
Moody's Investors Service upgraded the Speculative Grade Liquidity
rating of Tembec Inc.'s key operating subsidiary, Tembec
Industries, Inc., to SGL-3 from SGL-4.  The SGL upgrade results
from the receipt of $242 million in softwood lumber duties, which
provides a boost to liquidity and ensures that there will be more
than ample cash available to fund interest payments over the next
12-18 months, despite the expectation that the company will remain
free cash flow negative.

Additionally, Tembec's recently refinanced credit facilities,
available to itself and its wholly owned subsidiary, Tembec
Enterprises Inc., provides further liquidity.

Moody's also affirmed the company's Caa3 corporate family and Ca
long term debt ratings.  The outlook remains stable.

Upgrades:

   * Tembec Industries Inc.

      -- Speculative Grade Liquidity Rating, Upgraded to SGL-3
         from SGL-4

While Tembec's duty refund is sizable and will ensure that the
company can continue to operate despite the weak financial
performance, it does not change the company's credit profile as it
will not enable the company to meaningfully improve its cost
competitiveness relative to other producers.  

Although the company has made some progress in improving its cost
structure since it disclosed a "recovery plan" in early 2006, it
has been unable to consistently generate positive free cash flow.
Moody's believes that Tembec will fund its operating cash deficit
by using its cash and the availability under its credit
facilities.  These factors reduce the likelihood that bondholders'
potential recovery will increase as a result of the duty refund.
Consequently, Tembec's corporate family rating remains at Caa3.
Given that the company's CDN$250 million credit facility is
secured and has preferential access to liquid assets, the ratings
on the company's notes are notched down from the Caa3 corporate
family rating to Ca.

On Jan. 22, 2007, Tembec reported a new 3-year C$250 million
committed facility for itself and its wholly owned subsidiary,
Tembec Enterprises Inc.  The new facility effectively replaced two
existing facilities of CDN$150 million and C$136 million that were
available to Tembec and TEI respectively.  Despite the $36 million
reduction in the aggregate commitment level, effective
availability is substantially unchanged, and with the company
having applied a portion of the duty refund to reduce borrowings,
availability is much improved.  With these developments, the
company's liquidity is expected to be adequate over the forward
four-quarter SGL horizon, with cash on hand and credit
availability off-setting expectations of a meaningful free cash
flow deficit.

Headquartered in Montreal, Quebec, Tembec is an integrated paper
and forest products company with operations in North America and
France.


TERWIN MORTGAGE: S&P Puts Default Ratings on Six Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
certificates from six transactions issued by Terwin Mortgage
Trust.  Concurrently, the ratings on 28 classes of mortgage-backed
securities from 20 transactions were lowered.   The ratings on
eight of these downgraded classes were placed on CreditWatch with
negative implications, the ratings on three of these classes
remain on CreditWatch negative, and the ratings on six of these
classes were removed from CreditWatch negative.

At the same time, the ratings on six classes were placed on
CreditWatch with negative implications, and the ratings on two
classes remain on CreditWatch negative.  

Lastly, the ratings on 582 classes from various Terwin Mortgage
Trust transactions were affirmed.

The raised ratings reflect pool performance or the shifting
interest structures of the deals, which have led to projected
credit support percentages that are at least 2x the percentage at
the higher rating levels.

Despite the adverse collateral performance of four of these
transactions, which have lower tranches with ratings that were
placed on CreditWatch or lowered, the sequential payment of
principal to these deals due to a failing delinquency or
cumulative loss trigger also warrants the upgrades.  

The upgraded classes from these series are now in the first
position to be paid off; therefore, Standard & Poor's  does not
expect these tranches to absorb any future realized losses.

The downgrades and negative CreditWatch placements reflect the
deterioration of available credit support provided by
overcollateralization (O/C), excess interest, and subordination to
the respective classes due to adverse collateral performance of
the 22 transactions.  The collateral backing these transactions
consists of 20 closed end second-lien transactions, one subprime
transaction, and one nonperforming transaction.  

As of the February 2007 remittance period, delinquencies that have
translated into severe monthly net losses have exhausted credit
support to these deals by great amounts.  With the exception of
series 2004-EQR1 (a nonperforming transaction), serious
delinquencies for this set of deals range from 2.45% to 14.77% of
the current pool balances, while cumulative losses
range from 0.29% to 3.68% of the original pool balances.  

Serious delinquencies and cumulative losses for series 2004-EQR1
are 56.28% and 6.25%, respectively.  O/C is currently below its
target for 19 of the 22 corresponding deals.  A number of these
deals were structured so that O/C would continue to build toward
its target, as the deals amortized and built moderate amounts of
excess interest early in their lives.
Contrarily, the unfavorable performance has prevented O/C from
continuing to build and has unexpectedly depleted O/C to
vulnerable levels.  Six classes from six separate transactions
incurred realized losses in recent months.

Separately, Standard & Poor's lowered the ratings on 11 classes
from 10 separate transactions to 'CCC' because the rating agency
expects them to default within the next six months, based on
historical performance.  The ratings that were lowered to 'CCC'
were
concurrently removed from CreditWatch.

According to Standard & Poor's surveillance policy, RMBS
certificates that are rated 'CCC+' and below are no longer
eligible to be on CreditWatch negative.

As of the February 2007 remittance period and aggregated by
vintage, cumulative net loss rates for the aggregate original
balances for the 2004, 2005, and 2006 vintages have increased over
the past six months by 34 basis points (bps), 110 bps, and 40 bps,
respectively.  The 2003 vintage was the only vintage to experience
a drop in the cumulative net loss rate (by 5 bps during this
period).

The affirmations reflect sufficient credit support percentages to
maintain the current ratings, as well as stable performance, as
reported during the February 2007 remittance period.  The shifting
interest structures of these deals have allowed credit support
levels to grow to a point at which the current ratings are
adequately supported.

Standard & Poor's will continue to closely monitor the 16
transactions with ratings on CreditWatch negative.  If losses
decline to a point at which they no longer exceed monthly excess
interest, and the level of credit enhancement is not further
eroded, the rating agency will affirm the ratings on these classes
and remove them from CreditWatch.

Conversely, if delinquencies continue to translate into
substantial realized losses in the coming months and continue
to erode available credit enhancement, further negative rating
actions can be expected on these classes and possibly on the more
senior tranches.

The collateral backing the 57 transactions in the Terwin Mortgage
Trust review consists primarily of closed-end second-lien,
subprime, Alt-A, home equity, and nonperforming mortgage loans
originated by various originators.

                          Ratings Raised

                       Terwin Mortgage Trust

                                            Rating
                                            ------
         Series        Class           To             From
         ------        -----           --             ----   
         2004-4SL      B-1, B-X        AA+            BBB
         2004-4SL      B-2             AA             BBB-
         2004-8HES     B-2             BB+            BB
         2004-10SL     M-2             AAA            A
         2004-16SL     M-2             AAA            A
         2004-18SL     1-M-2           AAA            A
         2004-18SL     1-M-3           AA+            A-
         2004-18SL     1-B-1           AA             BBB+
         2004-18SL     2-M-2           AAA            A
         2004-22SL     M-2             AAA            A
         
                     Ratings Lowered And Placed
                      On Creditwatch Negative
   
                       Terwin Mortgage Trust

                                           Rating
                                           ------
         Series        Class          To              From
         ------        -----          --              ----  
         2003-3SL      B-2            B/Watch Neg     BB
         2003-5SL      B-3            B/Watch Neg     BB    
         2004-3HE      B-3            BB/Watch Neg    BBB-  
         2004-10SL     B-3            B/Watch Neg     BB
         2004-22SL     B-3B           B/Watch Neg     BB
         2006-HF-1     B-6            B/Watch Neg     BB
         2006-8        II-B-5         B+/Watch Neg    BB+
         2006-8        II-B-6         B/Watch Neg     BB+
   
                  Ratings Lowered And Remaining
                     On Creditwatch Negative
   
                       Terwin Mortgage Trust
         
                                           Rating
                                           ------
       Series        Class          To              From
       ------        -----          --              ----    
       2004-EQR1     M-2            A/Watch Neg     AA/Watch Neg
       2006-2HGS     B-5            B/Watch Neg     BB+/Watch Neg
       2006-6        II-B-5         B/Watch Neg     BB+/Watch Neg
          
                       Ratings Remaining On
                       Creditwatch Negative
      
                       Terwin Mortgage Trust

             Series        Class               Rating         
             ------        -----               ------
             2006-4SL      B-7                 BB+/Watch Neg
             2006-6        I-B-7               BB+/Watch Neg
   
                    Ratings Lowered And Removed
                     From Creditwatch Negative
   
                       Terwin Mortgage Trust

                                          Rating
                                          ------
       Series        Class          To              From
       ------        -----          --              ----
       2004-EQR1     B-1            CCC             BBB/Watch Neg
       2005-13SL     B-7            CCC             BB-/Watch Neg
       2006-2HGS     B-6            CCC             B/Watch Neg
       2006-6        I-B-8          CCC             BB/Watch Neg
       2006-6        II-B-6         CCC             BB+/Watch Neg
       2006-8        I-B-8          CCC             BB+/Watch Neg
       
                          Ratings Lowered
         
                       Terwin Mortgage Trust

                                            Rating
                                            ------
         Series        Class          To              From
         ------        -----          --              ----
         2004-16SL     B-3            CCC             BB
         2004-18SL     2-B-3          CCC             BB            
         2005-1SL      B-4            CCC             BB
         2005-3SL      B-6-PI         CCC             BB+
         2005-5SL      B-5            D               BB
         2005-9HGS     B-6            CCC             BB  
         2005-11       II-B-6         D               BB+
         2005-13SL     B-8            D               CCC
         2006-2HGS     B-7            D               CCC
         2006-4SL      B-8            D               CCC
         2006-1        II-B-5         D               BB+
       
         
                Ratings Placed On Creditwatch Negative
   
                       Terwin Mortgage Trust

                                             Rating
                                             ------
         Series        Class           To               From
         ------        -----           --               ----
         2004-2SL      B-3             BB/Watch Neg     BB
         2004-6SL      B-3             BB/Watch Neg     BB
         2004-18SL     1-B-4           BB/Watch Neg     BB
         2005-5SL      B-4             BB+/Watch Neg    BB+
         2005-11       I-B-7           BB+/Watch Neg    BB+
         2006-HF-1     B-5             BB+/Watch Neg    BB+
          
                          Ratings Affirmed
            
                       Terwin Mortgage Trust

          Series       Class                          Rating
          ------       -----                          ------
          2003-2HE     A, M-1, R                      AAA
          2003-2HE     M-2                            AA
          2003-2HE     B                              A-
          2003-4HE     A-1, R, A-3, M-1               AAA
          2003-4HE     M-2                            AA+
          2003-4HE     B                              BBB+
          2003-6HE     A-1, A-3                       AAA
          2003-6HE     M-1                            AA+
          2003-6HE     M-2                            A+
          2003-6HE     M-3                            A
          2003-6HE     M-4                            A-
          2003-6HE     M-5                            BBB+
          2003-6HE     M-6                            BBB-
          2003-8HE     A, S                           AAA
          2003-8HE     M-1                            AA+
          2003-8HE     M-2                            A+
          2003-8HE     M-3                            A-
          2003-8HE     B-1                            BBB+
          2003-8HE     B-2                            BBB
          2003-8HE     B-3                            BBB-
          2003-3SL     B-1                            A+
          2003-5SL     B-1                            BBB
          2003-5SL     B-2                            BBB-
          2003-7SL     B-1                            BBB+
          2003-7SL     B-2                            BBB-
          2003-7SL     B-3                            BB
          2004-EQR1    M-1                            AAA
          2004-1HE     M-1                            AA
          2004-1HE     M-2                            A
          2004-1HE     M-3                            A-
          2004-1HE     B-1                            BBB+
          2004-1HE     B-2                            BBB
          2004-1HE     B-3                            BBB-
          2004-3HE     M-1, M-1-X                     AA+
          2004-3HE     M-2, M-2-X                     A+
          2004-3HE     M-3, M-3-X                     A
          2004-3HE     B-1                            BBB+
          2004-3HE     B-2                            BBB
          2004-5HE     A-1-B, A-X-B                   AAA
          2004-5HE     M-1, M-1-X                     AA
          2004-5HE     M-2, M-2-X                     A
          2004-5HE     M-3                            A-
          2004-5HE     B-1                            BBB+
          2004-5HE     B-2                            BBB
          2004-5HE     B-3                            BBB-
          2004-7HE     A-1, A-3, S                    AAA
          2004-7HE     M-1                            AA
          2004-7HE     M-2                            A
          2004-7HE     M-3                            A-
          2004-7HE     B-1                            BBB+
          2004-7HE     B-2                            BBB
          2004-7HE     B-3                            BBB-
          2004-15ALT   A-1, A-X                       AAA
          2004-15ALT   B-1                            AA
          2004-15ALT   B-2                            A
          2004-15ALT   B-3                            BBB
          2004-15ALT   B-4                            BB
          2004-15ALT    B-5                           B
          2004-13 ALT  1-A-2, 1-A-3, 1-A-4            AAA
          2004-13 ALT  2-PA-1, 2-P-X                  AAA
          2004-13 ALT  1-M-1                          AA+
          2004-13 ALT  2-B-1                          AA
          2004-13 ALT  1-M-2                          A+
          2004-13 ALT  2-B-2                          A
          2004-13 ALT  1-M-3                          BBB+
          2004-13 ALT  2-B-3, 2-B-X                   BBB
          2004-13 ALT  2-B-4                          BB
          2004-13 ALT  2-B-5                          B
          2004-9HE     A-3, A-1                       AAA
          2004-9HE     M-1                            AA
          2004-9HE     M-2                            A
          2004-9HE     M-3                            A-
          2004-9HE     B-1                            BBB+
          2004-9HE     B-2                            BBB
          2004-9HE     B-3                            BBB-
          2004-11HE    A, S                           AAA
          2004-11HE    M-1                            AA
          2004-11HE    M-2                            A
          2004-11HE    M-3                            A-
          2004-11HE    B-1                            BBB+
          2004-11HE    B-2                            BBB
          2004-11HE    B-3                            BBB-
          2004-19HE    A-1, S                         AAA
          2004-19HE    M-1                            AA+
          2004-19HE    M-2                            AA
          2004-19HE    M-3                            A
          2004-19HE    M-4                            A-
          2004-19HE    B-1                            BBB+
          2004-19HE    B-2                            BBB
          2004-19HE    B-3                            BBB-
          2004-21HE    1-A-1                          AAA
          2004-21HE    2-A-3, 2-A-1, 2-A-2, 2-S       AAA
          2004-21HE    2-M-1                          AA+
          2004-21HE    1-M-1, 2-M-2                   AA
          2004-21HE    1-M-2, 2-M-3                   A
          2004-21HE    2-M-4                          A-
          2004-21HE    2-B-1                          BBB+
          2004-21HE    1-M-3, 2-B-2                   BBB
          2004-21HE    2-B-3                          BBB-
          2004-21HE    2-B-4                          BB
          2004-23HELOC A                              AAA
          2004-2SL     B-1                            BBB
          2004-2SL     B-2                            BBB-
          2004-4SL     B-3                            BB
          2004-6SL     B-1                            BBB
          2004-6SL     B-2                            BBB-
          2004-10SL    B-1                            BBB
          2004-10SL    B-2                            BBB-
          2004-16SL    A-X                            AAA
          2004-16SL    B-1                            BBB
          2004-16SL    B-2                            BBB-
          2004-18SL    1-B-2, 2-B-1                   BBB
          2004-18SL    1-B-3, 2-B-2                   BBB-
          2004-22SL    B-1                            BBB
          2004-22SL    B-2                            BBB-
          2004-22SL    B-3A                           BB
          2005-2HE     S, A-1                         AAA
          2005-2HE     M-1                            AA+
          2005-2HE     M-2                            AA
          2005-2HE     M-3                            A+
          2005-2HE     M-4                            A
          2005-2HE     B-1                            BBB+
          2005-2HE     B-2                            BBB
          2005-2HE     B-3                            BBB-
          2005-4HE     A-1, S                         AAA
          2005-4HE     M-1                            AA+
          2005-4HE     M-3, M-2                       AA
          2005-4HE     M-4                            A+
          2005-4HE     M-5                            A
          2005-4HE     B-2, B-1                       BBB+
          2005-4HE     B-4, B-3                       BBB
          2005-4HE     B-5                            BBB-
          2005-4HE     B-6                            BB
          2005-6HE     A-1A, A-1B, A-1C, S            AAA
          2005-6HE     M-1, M-2                       AA+
          2005-6HE     M-3, M-4                       AA
          2005-6HE     M-5, M-6                       A+
          2005-6HE     B-1                            A
          2005-6HE     B-2                            A-
          2005-6HE     B-3, B-4                       BBB+
          2005-6HE     B-5                            BBB
          2005-6HE     B-6                            BBB-
          2005-8HE     A-2, A-3, M-1, A-1             AAA
          2005-8HE     M-2                            AA+
          2005-8HE     M-3                            AA
          2005-8HE     M-4                            AA-
          2005-8HE     M-5                            A+
          2005-8HE     M-6                            A
          2005-8HE     M-7                            A-
          2005-8HE     B-1                            BBB+
          2005-8HE     B-2                            BBB
          2005-8HE     B-3                            BBB-
          2005-10HE    A-1A, A-1B, A-1C               AAA
          2005-10HE    M-1                            AA+
          2005-10HE    M-2, M-3                       AA
          2005-10HE    M-4                            AA-
          2005-10HE    M-5                            A+
          2005-10HE    M-6                            A
          2005-10HE    B-1                            A-
          2005-10HE    B-2                            BBB+
          2005-10HE    B-3                            BBB
          2005-10HE    B-4, B-5                       BBB-
          2005-10HE    B-6                            BB+
          2005-10HE    B-7                            BB
          2005-12ALT   AF-1, AF-2, AF-3, AF-4         AAA
          2005-12ALT   AF-5, AV-2, AV-3               AAA
          2005-12ALT   M-1, M-2, M-3                  AA+
          2005-12ALT   M-4                            AA
          2005-12ALT   M-5, M-6                       AA-
          2005-12ALT   B-1                            A+
          2005-12ALT   B-2                       A
          2005-12ALT   B-3                            A-
          2005-14HE    AF-1, AF-2, AF-4, AV-1, AV-3,  AAA
          2005-14HE    AV-2, AF-5, AF-3               AAA   
          2005-14HE    M-2, M-1                       AA+
          2005-14HE    M-3                            AA
          2005-14HE    M-4                            A+
          2005-14HE    M-5                            A
          2005-14HE    M-6                            A-
          2005-14HE    B-1                            BBB+
          2005-14HE    B-2                            BBB
          2005-14HE    B-3                            BBB-
          2005-16HE    AF-1, AF-3, AF-5, R, AV-3,     AAA
          2005-16HE    AV-2, AV-1, AF-4, AF-2         AAA
          2005-16HE    M-1B, M-1A                     AA+
          2005-16HE    M-2B, M-2A                     AA
          2005-16HE    M-3B, M-3A                     AA-
          2005-16HE    M-4B, M-4A                     A+
          2005-16HE    M-5B, M-5A                     A
          2005-16HE    M-6B, M-6A                     A-
          2005-16HE    B-1                            BBB+
          2005-16HE    B-2                            BBB
          2005-16HE    B-3                            BBB-
          2005-18ALT   A-2, A-3, A-4, P-X, R, A-1     AAA
          2005-18ALT   M-1                            AA+
          2005-18ALT   M-2                            AA
          2005-18ALT   M-3                            AA-
          2005-18ALT   M-4                            A+
          2005-18ALT   M-5                            A
          2005-18ALT   M-X, M-6                       A-
          2005-18ALT   B-1                            BBB+
          2005-18ALT   B-X, B-2                       BBB
          2005-18ALT   B-3                            BBB-
          2005-18ALT   B-4                            BB
          2005-18ALT   B-5                            B
          2005-1SL     M-1                            AA
          2005-1SL     M-2                            A
          2005-1SL     B-1                            BBB
          2005-1SL     B-2                            BBB-
          2005-1SL     B-3                            BB
          2005-3SL     A-1A, A-1B, B-6-A-X            AAA
          2005-3SL     M-1                            AA
          2005-3SL     M-2                            A
          2005-3SL     M-3                            A-
          2005-3SL     B-1                            BBB+
          2005-3SL     B-2                            BBB
          2005-3SL     B-3                            BBB-
          2005-3SL     B-4, B-5                       BB+
          2005-5SL     A-1, A2a, A-2b, A-X            AAA
          2005-5SL     M-1a, M-1b                     AA
          2005-5SL     M-2                            A
          2005-5SL     M-3                            A-
          2005-5SL     B-1                            BBB+
          2005-5SL     B-2                            BBB
          2005-5SL     B-3                            BBB-
          2005-9HGS    A-1, A-X                       AAA
          2005-9HGS    M-1                            AA
          2005-9HGS    M-2                            AA-
          2005-9HGS    M-3                            A
          2005-9HGS    B-1                            A-
          2005-9HGS    B-2                            BBB+
          2005-9HGS    B-3                            BBB
          2005-9HGS    B-4                            BBB-
          2005-9HGS    B-5                            BB+
          2005-11      I-A-1a, I-A-1b, I-A-X, I-G     AAA
          2005-11      II-A-1, II-A-2, II-A-X, II-G   AAA
          2005-11      I-M-1a                         AA+
          2005-11      I-M-1b, II-M-1                 AA
          2005-11      I-M-2, II-M-2                  AA-
          2005-11      I-M-3, II-M-3                  A
          2005-11      I-B-1, II-B-1                  A-
          2005-11      I-B-2a, I-B-2b, II-B-2         BBB+
          2005-11      I-B-3, II-B-3                  BBB
          2005-11      I-B-4, II-B-4                  BBB-
          2005-11      I-B-5, I-B-6, II-B-5           BB+   
          2005-13SL    A-1a, A-1b, A-2, A-X, G        AAA
          2005-13SL    M-1                            A
          2005-13SL    B-1                            A-
          2005-13SL    B-2                            BBB+
          2005-13SL    B-3                            BBB
          2005-13SL    B-4                            BBB-
          2005-13SL    B-5, B-6                       BB+
          2006-HF-1    A-1a, A-1b, A-X, G             AAA
          2006-HF-1    M-1                            AA
          2006-HF-1    M-2                            AA-
          2006-HF-1    M-3                            A
          2006-HF-1    B-1                            A-
          2006-HF-1    B-2                            BBB+
          2006-HF-1    B-3                            BBB
          2006-HF-1    B-4                            BBB-
          2006-1       I-A1, I-A2, I-A3               AAA
          2006-1       II-A-1a, II-A-1b               AAA
          2006-1       II-A-X, II-G                   AAA
          2006-1       I-M-1                          AA+
          2006-1       I-M-2, II-M-A                  AA
          2006-1       I-M-3, I-M-1                   AA-
          2006-1       I-M-4, II-M-2                  A+
          2006-1       I-M-5, II-M-3                  A
          2006-1       I-M-6, II-B-1                  A-
          2006-1       I-B-1, I-B-2, II-B-2           BBB+
          2006-1       I-B-3, II-B-3                  BBB
          2006-1       I-B-4, I-B-5, II-B-4           BBB-
          2006-2HGS    A-1, A-2, A-X, G               AAA
          2006-3       I-A-1, I-A-2, I-A-3            AAA
          2006-3       II-A-1, II-A-2, II-A-3         AAA
          2006-3       I-M-1                          AA+
          2006-3       I-M-2,  II-M-1                 AA
          2006-3       I-M-3                          AA-
          2006-3       I-M-4                          A+
          2006-3       I-M-5, II-M-2                  A
          2006-3       I-M-6                          A-
          2006-3       I-M-7, I-M-8                   BBB+
          2006-3       I-M-9, I-B-1, II-M-3           BBB
          2006-3       I-B-2, II-M-4                  BBB-
          2006-5       I-A-1, I-A-2a, I-A-2b          AAA
          2006-5       I-A-2c, II-A-1, II-A-2         AAA
          2006-5       II-A-3                         AAA
          2006-5       I-M-1                          AA+
          2006-5       I-M-2                          AA
          2006-5       II-M-1                         AA
          2006-5       I-M-3                          AA-
          2006-5       I-M-4                          A+
          2006-5       I-M-5, II-M-2                  A
          2006-5       I-M-6                          A-
          2006-5       I-M-7                          BBB+
          2006-5       I-M-8, II-M-3                  BBB
          2006-5       I-M-9, II-M-4                  BBB-
          2006-5       I-B-1                          BB+
          2006-5       I-B-2                          BB
          2006-6       I-A-1, I-A-2, I-A-X, I-G       AAA
          2006-6       II-A-1, II-A-2, II-A-X, II-G   AAA
          2006-6       I-M-1, II-M-1a, II-M-1b        AA
          2006-6       I-M-2, II-M-2                  AA-
          2006-6       I-M-3, II-M-3                  A
          2006-6       I-B-1, II-B-1                  A-
          2006-6       I-B-2, II-B-2                  BBB+
          2006-6       I-B-3, II-B-3                  BBB
          2006-6       I-B-4, I-B-5, II-B-4           BBB-
          2006-6       I-B-6                          BB+
          2006-7       I-A-2a, I-A-2b, I-A-2c, I-A-1  AAA
          2006-7       II-A-3, II-A-2, II-A-1         AAA
          2006-7       I-M-1, II-M-1                  AA+
          2006-7       I-M-2                          AA
          2006-7       I-M-3, II-M-2                  AA-
          2006-7       I-M-4                          A+
          2006-7       I-M-5                          A
          2006-7       I-M-6, II-M-3                  A-
          2006-7       I-M-7, I-M-8, II-M-4           BBB+
          2006-7       I-M-9                          BBB
          2006-8       I-A-1, I-A-2, I-A-X, I-G       AAA
          2006-8       II-A-1, II-A-2, II-A-X, II-G   AAA
          2006-8       I-M-1, I-M-2, II-M-1           AA
          2006-8       II-M-2                         AA-
          2006-8       I-M-3                          A+
          2006-8       I-B-1, II-M-3                  A
          2006-8       I-B-2, II-B-1                  A-
          2006-8       I-B-3, II-B-2                  BBB+
          2006-8       I-B-4, II-B-3                  BBB
          2006-8       I-B-5, I-B-6, II-B-4           BBB-
          2006-8       I-B-7                          BB+
          2006-11ABS   A-2b, A-1, A-2a                AAA
          2006-11ABS   M-1                            AA+
          2006-11ABS   M-2                            AA
          2006-11ABS   M-3                            AA-
          2006-11ABS   M-4                            A+
          2006-11ABS   M-5                            A
          2006-11ABS   M-6                            A-
          2006-11ABS   M-8, M-7                       BBB+
          2006-11ABS   M-9                            BBB
          2006-11ABS   B-1                            BBB-
          2006-11ABS   B-2                            BB+
          2006-9HGA    A-1, A-2, A-3                  AAA
          2006-9HGA    M-1                            AA
          2006-9HGA    M-2                            A
          2006-9HGA    M-3                            BBB
          2006-9HGA    M-4                            BBB-
          2006-4SL     A-1, A-2, A-X, G               AAA
          2006-4SL     M-1                            AA
          2006-4SL     M-2                            AA-
          2006-4SL     M-3                            A
          2006-4SL     B-1                            A-
          2006-4SL     B-2                            BBB+
          2006-4SL     B-3                            BBB
          2006-4SL     B-4, B-5                       BBB-
          2006-4SL     B-6                            BB+
          2006-10SL    G, A-X, A-2, A-1               AAA
          2006-10SL    M-1, M-2                       AA
          2006-10SL    M-3                            A+
          2006-10SL    B-1                            A
          2006-10SL    B-2                            A-
          2006-10SL    B-3                            BBB+
          2006-10SL    B-4                            BBB
          2006-10SL    B-6, B-5                       BBB-
          2006-10SL    B-8, B-7                       BB+
          2006-12SL    A-1, A-2, A-IO, A-X, G         AAA
          2006-12SL    M-1                            AA
          2006-12SL    M-2                            AA-
          2006-12SL    M-3                            A
          2006-12SL    B-1                            A-
          2006-12SL    B-2                            BBB+
          2006-12SL    B-3, B-4                       BBB
          2006-12SL    B-5                            BBB-


TK ALUMINUM: Gets Requisite Consents for Notes Indenture Amendment
------------------------------------------------------------------
Teksid Aluminum Luxembourg S.a r.l., S.C.A., an indirect
subsidiary of TK Aluminum Ltd., disclosed that, as of 12:00 P.M.,
New York City time (5:00 P.M., London time), on Wednesday,
March 7, 2007, consents representing approximately 62% of the
EUR240,000,000 aggregate principal amount of its outstanding
11.375% Senior Notes due 2011 have been validly delivered pursuant
to its solicitation of consents to implement proposed amendments
to the indenture governing the Senior Notes.  Consequently, the
company has the requisite consents from holders of Senior Notes
required by the Indenture to execute a supplemental indenture
giving effect to the proposed amendments to the Indenture.

The consent solicitation expired, March 8, 2007 at 10:00 A.M., New
York City time (3:00 P.M., London time).  The company may, subject
to certain restrictions, amend, extend or terminate the consent
solicitation at any time in its sole discretion.

The proposed indenture amendments permit the sale of certain
assets and operations to Tenedora Nemak, S.A. de C.V., a
subsidiary of Alfa, S.A.B. de C.V. on the amended terms as the
company may negotiate, as long as certain conditions outlined in
proposed amendments are satisfied; and implement the other terms
that were agreed to with the financial and legal advisors to the
adhoc committee of Noteholders.

The company has executed a term sheet with Nemak indicating
revised terms for the Nemak Sale, taking into account the most
current circumstances.  The company continues to work with Nemak
to finalize definitive documentation consistent with these terms
and consummate the Nemak Sale.  The term sheet with Nemak places
Nemak under no obligation to consummate the Nemak Sale until a
definitive agreement to amend the transaction has been executed.  
Failure to close the Nemak Sale could materially and adversely
affect the company's ability to continue trading.  Closing of the
amended Nemak Sale is subject to various conditions, including the
execution of the Supplemental Indenture and other customary
conditions, including regulatory approvals.

                      About Teksid Aluminum

Teksid Aluminum -- http://www.teksidaluminum.com/-- manufactures     
aluminum engine castings for the automotive industry.  Principal
products include cylinder heads, engine blocks, transmission
housings and suspension components.  The company operates 15
manufacturing facilities in Europe, North America, South America
and Asia.  The company maintains operations in Italy, Brazil and
China.

Until Sept. 2002, Teksid Aluminum was a division of Teksid S.p.A.,
which was owned by Fiat.  Through a series of transactions
completed between Sept. 30, 2002 and Nov. 22, 2002, Teksid S.p.A.
sold its aluminum foundry business to a consortium of investment
funds led by equity investors that include affiliates of each of
Questor Management Company, LLC, JPMorgan Partners, Private Equity
Partners SGR SpA and AIG Global Investment Corp.  As a result of
the sale, Teksid Aluminum is owned by its equity investors through
TK Aluminum Ltd., a Bermuda holding company.

                          *     *     *

On Jan. 16, 2007, Moody's Investors Service placed TK Aluminum
Ltd.'s long-term corporate family rating at Caa3.


TOWER AUTOMOTIVE: Exclusive Plan-Filing Period Extended to Mar. 21
------------------------------------------------------------------
Pending a final ruling on the request, the Honorable Allen L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York extends Tower Automotive Inc. and its debtor-affiliates'
exclusive periods through and including March 21, 2007.

Judge Gropper adjourns the hearing on the request to March 21.

As reported in the Troubled Company Reporter on Feb. 13, 2007, the
Debtors asked Judge Gropper to further extend, without
prejudice, their exclusive periods to:

   (a) file a plan of reorganization to May 3, 2007; and
   (b) solicit acceptances of that plan to June 29, 2007.

While the Debtors believed that they have made significant
progress in preparing and distributing a draft Chapter 11 Plan to
the Official Committee of Unsecured Creditors, negotiations are
ongoing, Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, told Judge Gropper.  The Debtors stressed that their
ability to formulate a Chapter 11 Plan is predicated upon
obtaining a substantial equity investment, possibly implemented
through a rights offering.

As evidence of the their good faith efforts to negotiate the
terms of an equity investment, late in December 2006, the Debtors
obtained the Court's permission to indemnify and pay fees to
certain investment funds managed by Strategic Value Partners LLC,
Wayzata Investment Partners LLC and Stark Investments pursuant to
a Backstop Commitment Letter and Restructuring Term Sheet, Mr.
Sathy noted.  While the Debtors later withdrew the Term Sheet
Motion after receiving a notice of termination from the Initial
Committed Purchasers, the Debtors continued to evaluate other
alternatives.

Moreover, if the Debtors are unable to locate a suitable
investor, the Debtors may consider alternative exit structures
that would be implemented through a Plan, Mr. Sathy said.  The
Debtors have continued to update the Creditors Committee's
advisors regarding these discussions.

Mr. Sathy maintained that the Debtors' Exclusive Periods should be
extended because:

   (a) The Debtors' Chapter 11 cases are large and complex;

   (b) The Debtors have made considerable progress in their
       Chapter 11 cases, are paying their obligations as they
       come due and are effectively managing their business and
       preserving the value of their assets; and

   (c) The Debtors have been actively working with the Creditors
       Committee and other key parties-in-interest to facilitate
       the Debtors' emergence from bankruptcy as soon as
       possible.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy
News, Issue No. 55; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Posts $65 Mil. Net loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Tower Automotive, Inc. reported a net loss of $65.15 million on
revenues of $615.66 million for the three months ended Sept. 30,
2006, as compared with a net loss of $76.55 million on revenues of
$712.66 million for the three months ended Dec. 31, 2005.

The decrease in revenues for the year 2006 was primarily due to
lower volume, the impact of two frame programs ending and
unfavorable product mix, which decreased revenue by $103.5 million
during the 2006 period, as compared with the 2005 period.

Chapter 11 and related reorganization expense for the quarter
decreased to $2.74 million during the 2006 period, as compared
with $6.61 million in the 2005 period.

                   Results for Nine-Month Period

Sales decreased during the nine months ended Sept. 30, 2006, to
$2.15 billion from $2.55 billion during the nine months ended
Sept. 30, 2005.  

For the nine months ended Sept. 30, 2006, the company had a net
loss of $150.88 million, versus a net loss of $309 million for the
same period a year earlier.

Chapter 11 and related reorganization expense incurred for the
nine months ended Sept. 30, 2006, decreased by $93.5 million to
$58.01 million during the 2006 period, as compared with
$151.52 million in the 2005 period.

                  Liquidity and Capital Resources

During the first nine months of 2006, the company's cash
requirements were met through operations and a $725 million
commitment of debtor-in-possession financing.  

At Sept. 30, 2006, the company had available liquidity in the
amount of $145.8 million, which consisted of $103.44 million of
cash on hand and the availability of $43 million for borrowing
under the DIP Financing.

Net cash provided by operating activities was $13.89 million
during the nine months ended Sept. 30, 2006, as compared with net
cash utilized of $125.8 million during the nine months ended
Sept. 30, 2005.  Net cash utilized in investing activities was
$61 million during the first nine months of 2006, as compared with
net cash utilized of $104.54 million in the corresponding period
of 2005.  Net cash provided by financing activities was
$84.76 million during the first nine months of 2006, as compared
with net cash provided of $126.75 million during the comparable
period of 2005.

As of Dec. 31, 2006, the company had total assets were
$2.21 billion and $2.82 billion in total liabilities, resulting to
$613.16 million in total stockholders' deficit.  The company had
strained liquidity with $715.34 million in total current assets
available to pay $1.29 billion in total current liabilities as of
Dec. 31, 2006.

The company's December 31 balance sheet also showed an accumulated
deficit of $1.25 billion, as compared with $1.1 billion in 2005.

Full-text copies of the company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1b2f

                   About Tower Automotive, Inc.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and  
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The company has
operations in Korea, Spain and Brazil.

The Company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent the
Debtors in their restructuring efforts.  Ira S. Dizengoff, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed $787,948,000 in total
assets and $1,306,949,000 in total debts.


TRITON CBO: Moody's Cuts Rating on $45 Mil. Class A-3 Notes to B2
-----------------------------------------------------------------
Moody's Investors Service lowered its rating on the notes issued
by Triton CBO III, Ltd., a collateralized debt obligation issuer:

   * The $45,000,000 Class A-3 Floating Rate Senior Secured Notes
     Due 2011

      -- Prior Rating: Baa3 (on watch for possible downgrade)
      -- Current Rating: B2

According to Moody's, the diversion of pincipal poceeds in order
to cover Class B interest payments will cause the Class A
Overcollateralization Test value to deteriorate in the future.
Additionally, the current Weighted Average Rating Factor of the
portfolio is 4109, versus the covenant level of 2700, Moody's
noted.


TRUMP ENTERTAINMENT: Taps Merrill Lynch to Assess Business Options
------------------------------------------------------------------
Trump Entertainment Resorts Inc. has engaged Merrill Lynch to
assist the company in the identification and evaluation of
strategic corporate options including, but not limited to, capital
structure, financing and value-creation alternatives.

The company said there can be no assurance with respect to the
results of the engagement and that it does not intend to comment
further publicly with respect to the matter unless required by
law.

As reported yesterday in the Troubled Company Reporter, Trump's
"strategic 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 reported, citing people familiar
with the matter.

Trump Marina property in Atlantic City, in particular, could be a
sale target, the Journal pointing to the same source.

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.


TRUMP ENT: Merrill Lynch Engagement Cues S&P's Developing Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Trump
Entertainment Resorts Holdings L.P., including the 'B' corporate
credit rating, on CreditWatch with developing implications.

The CreditWatch listing follows the report that TER has engaged
Merrill Lynch to assist the company in the identification and
evaluation of strategic alternatives, including, but not
limited to, capital structure, financing and value-creation
options.  TER had about $1.4 billion in debt outstanding as of
Dec. 31, 2006.

Developing implications suggest that the rating could be affected
either positively or negatively, depending on whether a
transaction ultimately occurs.

"An example of a transaction that might have a positive impact
would be an acquisition by a higher rated entity," notes Standard
& Poor's credit analyst Michael Scerbo.

"An example of a transaction that could have a negative impact
might include a decision to increase debt levels to pursue an
acquisition or a recapitalization."

In resolving its CreditWatch listing, Standard & Poor's will
continue to monitor developments associated with TER's pursuit of
value-creation alternatives.  As the company may not provide
ongoing guidance relative to its progress, the rating agency may
decide to resolve the CreditWatch listing at a later date if it
appears that a transaction is not likely to occur.


UNICAPITAL: Poor Performance Prompts Fitch's Ratings' Withdrawal
----------------------------------------------------------------
Fitch Ratings withdraws the ratings on Unicapital securities.  
These rating actions affect four classes of notes in two
transactions.  Each of these classes was previously downgraded by
Fitch due to portfolio deterioration as a result of higher than
expected delinquencies and defaults.

Fitch's actions are based on prior portfolio performance
deterioration, which has significantly reduced the performing
collateral supporting the notes in each transaction.

In the Unicapital 1999-1 transaction, both subordinate classes
were fully written down to $0 balance, due to higher than expected
defaults.  The total writedowns on the classes B and C notes were
$11,623,310 and $4,219,762, respectively.  The classes B and C
notes benefited from individual class reserve accounts.  Upon
final legal maturity, which occurred on Jan. 23, 2007, the class B
notes were allocated $1,501,721 from the reserve account, while
the class C reserve account of $375,431 remains in escrow and will
ultimately be used to pay principal to the class C noteholders.  
As of the February 2007 payment date, only $760,411 of performing
collateral remains and Fitch's recovery expectations are low.
Based on the notes reaching their final legal maturities, previous
writedowns, and the low expectations on future recoveries, Fitch
withdraws its ratings on the classes B and C notes as indicated
below.

Similar to the 1999-1 transaction, both subordinate classes of the
Unicapital 2000-1 transaction have also been written down to
$0 balance.  The classes B and C notes were written down a total
of $7,649,722 and $6,665,000, respectively. Unlike the 1999-1
transaction, the classes B and C notes in the 2000-1 transaction
do not benefit from individual class reserve accounts and will
reach their final legal maturities on June 20, 2010.  As of the
February 2007 payment date, only $1,263,563 of performing
collateral remains and Fitch's recovery expectations are low.
Based on the previous writedowns and low expectations on future
recoveries, Fitch withdraws its ratings on the classes B and C
notes as indicated below.

Fitch's withdrawals:

Unicapital UCP 1999-1, LLC

   -- Class B notes 'C/DR6'; and
   -- Class C notes 'C/DR6'.

Unicapital UCP 2000-1, LLC

   -- Class B notes 'C/DR6'; and
   -- Class C notes 'C/DR6'.


US AIRWAYS: S&P Rates $1.6 Billion Secured Credit Facility at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to US
Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated.

In addition, the rating agency assigned a '1' recovery rating,
indicating a high expectation of full recovery of principal in the
event of a payment default.  Proceeds from the proposed credit
facility will be used to refinance the company's existing
$1.25 billion credit facility put in place in March 2006.

"The ratings on US Airways Group Inc. reflect the inherent high
risk profile of the U.S. airline industry, a more limited route
network than those of some larger competitors, and a substantial
debt burden," said Standard & Poor's credit analyst Betsy Snyder.
"Ratings also incorporate the company's relatively low cost
structure, and significantly improved liquidity."

US Airways Group is the product of a merger.  

On Sept. 27, 2005, America West Holdings Corp., parent of America
West Airlines Inc., completed a reverse merger of US Airways Group
Inc., parent of US Airways Inc., the same day US Airways emerged
from Chapter 11 bankruptcy protection. In 2006, US Airways'
earnings performance was among the best of the U.S. airlines, due
in large part to strong revenue growth.

In addition, the company has realized over $500 million of
synergies from the merger, in excess of the expected $350 million.
As a result, the company earned $304 million in 2006, even after
the inclusion of $203 million in special charges, and has improved
its liquidity.  At Dec. 31, 2006, it had $2.4 billion of
unrestricted cash compared with $1.6 billion a year earlier.

Further profit improvement is expected in 2007, despite more
difficult revenue comparisons.  On March 3, 2007, the company
completed the consolidation of its reservations system and, in the
second quarter, intends to combine the two airline operations
(they have been operating independently since the merger).
However, the company still faces a major hurdle in that it has yet
to successfully integrate the two predecessor airline labor
forces.

As a result of the company's better-than-expected earnings
performance, its credit ratios, while still weak, have improved,
with lease-adjusted EBITDA interest coverage of 1.5x in 2006,
funds from operations to debt of 13%, and debt to capital of 90%.
Further modest improvement is expected over the near to
intermediate term due to increasing earnings and cash flow, but
any progress will continue to be constrained by the company's
heavy debt burden.

US Airways has made progress in improving its financial profile,
primarily through strong revenue growth, but also from integrating
the two airlines, trends expected to continue.  Further progress
could result in a modest upgrade over the intermediate term. If
the company were to encounter difficulties integrating its labor
forces, resulting in operational disruptions or added costs, the
outlook could be revised to stable.


USEC INC: Increases Revenues to $1.84 Billion in Yr. Ended Dec. 31
------------------------------------------------------------------
Usec, Inc. reported that for the year ended Dec. 31, 2006, it
generated a net income of $106.2 million, an increase from a net
income of $22.3 million for the year ended Dec. 31, 2005.  The
company reported total revenues totaling $1.84 billion in 2006,
compared with $1.55 billion in 2005.

Total costs of sales were $1.51 billion and $1.32 billion for the
years 2006 and 2005, respectively.  Interest expenses were
$14.5 million and $40 million for the years 2006 and 2005,
respectively.

Balance sheet as of Dec. 31, 2006, listed $1.86 billion in total
assets and $875 million in total liabilities, resulting to
$986 million in total stockholders' equity.

As of Dec. 31, 2006, the company held $171.4 million in cash and
cash equivalents and zero restricted short-term investments, as
compared with $259.1 million in cash and cash equivalents and
$17.8 million in restricted short-term investments in the prior
year.

               Liquidity and Short-term Liabilities

Overall, the company has generated positive cash flows from
operating activities ranging from $52.6 million to $278.1 million
over the past three years.  The company provided for additional
liquidity through its cash balances, working capital and access to
our bank credit facility.

In January 2006, the company repaid the remaining balance of the
6.625% senior notes amount of $288.8 million on the scheduled
maturity date.  This payment was accomplished through a
combination of the use of cash on hand and utilization of the bank
credit facility.  During 2005 and 2004, the company repurchased
$36.2 million and $25 million, respectively, of the 6.625% senior
notes.

There were no short-term borrowings at Dec. 31, 2006 or 2005.  At
Dec. 31, 2005, current portion of long-term debt consisted of the
remaining balance of $288.8 million of 6.625% senior notes due
Jan. 20, 2006, which were paid in full at maturity.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b33

                         Outlook for Year 2007

Revenue in 2007 is expected to be around $1.86 billion, with
$1.54 billion coming from the sale of separate work units.  

The company expects the volume of SWU sold to increase by
approximately 10 percent over 2006 and the average price billed to
customers will increase by 4 to 5 percent.

Uranium is expected to generate approximately $135 million in
revenue as the volume of uranium delivered declines by about half
compared to 2006.

Uranium and SWU revenues include previously deferred revenue that
is expected to be recognized during the year as deliveries of low
enriched uranium are made to customers.

Revenue from U.S. government contracts and other is expected to
total about $185 million, down slightly from 2006.

                          About USEC, Inc.

Headquartered in Bethesda, Maryland, USEC, Inc. (NYSE: USU) --
http://www.usec.com/-- is a global supplier of low enriched  
uranium to nuclear power plants and is the exclusive executive
agent for the U.S. Government under the Megatons to Megawatts
program with Russia.  

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2007,
Moody's Investors Service placed its ratings on USEC, Inc.,
including its B1 corporate family rating, under review for
possible downgrade.


VARIG SA: Bankruptcy Court to Hear Permanent Injunction Plea
------------------------------------------------------------
The U.S. Bankruptcy Court of the Southern District of New York
will decide on March 16, 2007, at 10:00 a.m. whether to enter a
permanent injunction order on Varig S.A., as well as on Rio Sul
Linhas Aereas SA and Nordeste Linhas Aereas SA.

On Dec. 28, 2005, the Commercial Bankruptcy and Reorganization
Court in Rio de Janeiro, Brazil, issued an order sanctioning and
approving the judicial recovery plan of Varig, Rio Sul and
Nordeste Linhas in their reorganization proceedings pending in
the Brazilian Court pursuant to the New Bankruptcy and
Restructuring Law of Brazil.

The Initial Plan was supplemented by a Detailed Judicial
Reorganization Plan -- approved by the general assembly of
creditors in the Foreign Proceedings on Feb. 23, 2006 -- and a
Restated in-Court Reorganization, which was approved by the
general assembly of creditors in the Foreign Proceedings on
July 17, 2006.

On Dec. 15, 2006, the Brazilian Court issued a decision that
declared the sale of certain operations of the foreign debtors
under the Plan and Article 60 of Brazil's New Bankruptcy and
Restructuring Law.

A permanent injunction order will allow for the full enforcement
of the Plan, Approval Order and the Sale Approval Order in the
U.S. and elsewhere within the jurisdiction of the Bankruptcy
Court, and with regard to all parties subject to the Court's
jurisdiction, and will be binding on and against all of the
foreign debtors' creditors and all other relevant parties.

The Permanent Injunction Order will enjoin and restrain parties
from taking various actions against the foreign debtors with
respect to:

          (a) claims arising prior to the commencement of the
              foreign proceedings,

          (b) various contracts and other agreements with the
              foreign debtors, and

          (c) various other matters.

The counsel to the foreign representative of Varig, Rio Sul and
Nordeste Linhas can be reached at:

          Rick B. Antonoff, Esq.
          Lara R. Sheikh, Esq.
          Pillsbury Winthrop Shaw Pittman LLP
          1540 Broadway
          New York, NY 10036
          Tel: (212) 858-1000

                            About Varig

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.

The Debtors may be the first case under the new law, which took
effect on June 9, 2005.  Similar to a chapter 11 debtor-in-
possession under the U.S. Bankruptcy Code, the Debtors remain in
possession and control of their estate pending the Judicial
Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In his capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.

Volo do Brasil, which purchased VARIG's cargo unit, VARIG
Logistica S.A., and partially controlled by U.S. investment fund
MatlinPatterson Global Advisors, bought VARIG for $600 million
in July 2006.


VERTRUE INC: Moody's Affirms Corporate Family Rating at B1
----------------------------------------------------------
Moody's Investors Service affirmed Vertrue Incorporated's Ba3
rating on the 9.25% senior unsecured notes due 2014, B1 Corporate
Family Rating, B1 Probability of Default rating, and SGL-1
Speculative Grade Liquidity rating.  The outlook remains stable.

The B1 Corporate Family Rating considers the company's moderate
leverage position, stable free cash flow and its leading position
in Internet marketing.  For the twelve months ended Dec. 31, 2006,
Vertrue had adjusted debt to EBITDA of 3.0x which compares
favorably to the global B1 rating category.

"Moody's expects that Vertrue's adjusted debt to EBITDA will
improve to below 3.0 times over the near term driven by the
expected increase in the company's operating performance," noted
Sidney Matti, Analyst at Moody's.

The company's Internet presence has grown from approximately 14%
of fiscal year 2004 revenues to approximately 40% of fiscal year
2006 revenues.  Although free cash flow has been stable over the
past few quarters, free cash flow to adjusted debt remains modest
at 3% for the twelve months ended Dec. 31, 2006.

The Corporate Family Rating also acknowledges Vertrue's marketing
costs associated with the attainment of new members, highly
acquisitive nature, and continued challenges in the Lavalife
subsidiary.

"Although the switch to monthly programs from annual programs
generate higher recurring revenue per member and greater
profitability (i.e. higher margins) over the membership life,
higher total acquisition costs per member as well as the churn of
the customer base partially offset some of the benefit," Moody's
Analyst added.  

While monthly revenues per retail member have improved by
approximately 13% to $17.22 per month for the six months ended
Dec. 31, 2006, from $15.12 per month for the six months ended
Dec. 31, 2005, total acquisition costs per new billed member
increased 22% to $44.36 for the six months ended Dec. 31, 2006
from $36.35 in the prior year period.  

Over the past few years, the company has been aggressively
acquiring several companies within the Internet marketing space in
order to enhance its presence online.  In fact, the company has
spent approximately $20 million in acquisitions through the twelve
month period ended Dec. 31, 2006.  Moody's expects Vertrue to
continue to acquire Internet companies to further its online
presence.

The stable outlook reflects Moody's expectations for continued
growth in operating performance over the near term.  The outlook
also considers Moody's expectation that the company will continue
to pursue acquisitions and share repurchases within the
restrictions of the $50 million senior secured revolver.

The SGL-1 speculative grade liquidity rating reflects a very good
liquidity profile comprised of Moody's expectation for strong cash
flow generation over the twelve months ending Dec. 31, 2007, full
availability under its revolver and sufficient cushion under its
financial covenants.

Affirmed:

   -- Ba3 rating on $148 million senior unsecured notes due 2014,
      LGD3, 42%;

   -- B1 Probability of Default rating;

   -- SGL-1 Speculative Grade Liquidity rating; and

   -- B1 Corporate Family rating.

Headquartered in Norwalk, Connecticut, Vertrue Incorporated is a
leading Internet marketing services company.  For the twelve
months ended Dec. 31, 2006, the company generated adjusted EBITDA
of approximately $98 million on revenues of approximately
$697 million.


WACHOVIA BANK: S&P Rates $29 Million Class N Certificates at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's
$7.903 billion commercial mortgage pass-through certificates
series 2007-C30.

The preliminary ratings are based on information as of
March 7, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
4, A-PB, A-5, A-1A, A-M, A-J, B, C, D, E, and F are currently
being offered publicly.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.25x, a beginning
LTV of 117.1%, and an ending LTV of 113.9%.
   
                   Preliminary Ratings Assigned

              Wachovia Bank Commercial Mortgage Trust

                 Commercial Mortgage Pass-Through
                  Certificates Series 2007-C30

                                                Recommended
                              Preliminary       credit
          Class     Rating    amount            support
          -----     ------    -----------       ------------
          A-1       AAA       $35,195,000       30.00%
          A-2       AAA       $100,000,000      30.00%
          A-3       AAA       $908,744,000      30.00%
          A-4       AAA       $195,542,000      30.00%
          A-PB      AAA       $126,906,000      30.00%
          A-5       AAA       $1,876,383,000    30.00%
          A-1A      AAA       $2,289,679,000    30.00%
          A-M       AAA       $790,349,000      20.00%
          A-J       AAA       $671,798,000      11.50%
          B         AA+       $49,397,000       10.88%
          C         AA        $79,035,000        9.88%
          D         AA-       $69,155,000        9.00%
          E         A+        $59,277,000        8.25%
          F         A         $69,155,000        7.38%
          G         A-        $98,794,000        6.13%
          H         BBB+      $79,035,000        5.13%
          J         BBB       $88,914,000        4.00%
          K         BBB-      $79,035,000        3.00%
          L         BB+       $39,518,000        2.50%
          M         BB        $19,759,000        2.25%
          N         BB-       $29,638,000        1.88%
          O         NR        $19,758,000        1.63%
          P         NR        $9,880,000         1.50%
          Q         NR        $19,759,000        1.25%
          S         NR        $98,793,737        0.00%
          X-P*      AAA       $1,912,455,500     N/A
          X-C*      AAA       $1,975,874,684     N/A
          X-W*      AAA       $5,927,624,052     N/A
    
           *Interest-only class with a notional amount.
                      NR -- Not rated.
                   N/A -- Not applicable.


WASHINGTON MUTUAL: Moody's Holds B3 Rating on $1MM Class O Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of 10 classes of Washington Mutual Asset
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2003-C1:

   -- Class A, $240,164,599, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class B, $11,438,000 Fixed, affirmed at Aaa
   -- Class C, $2,859,000, Fixed, affirmed at Aaa
   -- Class D, $12,867,000, Fixed, upgraded to Aaa from Aa3
   -- Class E, $2,860,000, Fixed, upgraded to Aa2 from A1
   -- Class F, $4,289,000, Fixed, upgraded to Aa3 from A3
   -- Class G, $5,718,000, Fixed, upgraded to A2 from Baa2
   -- Class H, $2,860,000, WAC Cap, upgraded to Baa1 from Baa3
   -- Class J, $5,718,000, Fixed, affirmed at Ba1
   -- Class K, $4,289,000, Fixed, affirmed at Ba2
   -- Class L, $1,430,000, Fixed, affirmed at Ba3
   -- Class M, $2,859,000, Fixed, affirmed at B1
   -- Class N, $2,860,000, Fixed, affirmed at B2
   -- Class O, $1,429,000, Fixed, affirmed at B3

As of the Feb. 26, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 46.1%
to $308.0 million from $574.8 million at securitization.  

The Certificates are collateralized by 137 seasoned mortgage loans
secured by commercial and multifamily properties.  The loans range
in size from less than 1.0% to 8.7% of the pool, with the top 10
loans representing 41.3% of the pool. One loan has been liquidated
from the pool resulting in a minimal realized loss.  Currently
there are no loans in special servicing.  Thirty seven loans,
representing 30.1% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 97.5% and 57.5%, respectively, of the pool.
Moody's loan to value ratio is 69.3%, compared to 69.0% at Moody's
last full review in June 2005 and compared to 74.8% at
securitization.  Moody's is upgrading Classes D, E, F, G and H due
to increased subordination levels and stable pool performance.
Classes D, E and F were upgraded on December 8, 2006 based on a Q
tool based portfolio review.

The top three loans represent 20.2% of the outstanding pool
balance.  The largest loan is the Whitepoint Portfolio Loan of
$26.8 million (8.7%), which is secured by four multifamily
properties, an industrial property, a community shopping center
and a mixed use retail/industrial property.  All of the properties
are located in Queens, New York.  The portfolio's overall
occupancy is 99.3%, essentially the same as at last review.
Moody's LTV is 58.4%, compared to 57.3% at last review.

The second largest loan is the Center Pointe Plaza Loan of
$18.9 million (6.1%), which is secured by a 252,400 square foot
power center located in suburban Wilmington, Delaware.  The
property is 100.0% occupied, the same as at last review and at
securitization.  Major tenants include Home Depot, Babies"R"Us and
T.J.Maxx.  Moody's LTV is 57.5%, compared to 62.7% at last review.

The third largest loan is the Palmer Park Mall Loan of
$16.7 million (5.4%), which is secured by a 448,000 square foot
regional mall located in Easton, Pennsylvania.  The center is
anchored by Boscov's and Bon Ton and is 100.0% leased, essentially
the same as at last review.  The loan sponsors are Crown America
Realty Trust and Pennsylvania Realty Trust.  Moody's LTV is 53.8%,
compared to 60.6% at last review.

The pool's collateral is a mix of multifamily, retail, office and
mixed use, lodging and industrial and self storage.  The
collateral properties are located in 20 states.  The highest state
concentrations are New York, California, Oregon, Pennsylvania and
Washington.  All of the loans are fixed rate.


WINN-DIXIE STORES: Wants Final Decree Entered on 23 Cases
---------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to enter a
final decree closing all of the 23 subsidiary Chapter 11 cases --
Case Nos. 05-03818 through 05-03840 -- no later than March 31,
2007.

The Debtors also ask the Court to continue the jointly
administered Chapter 11 case of Winn-Dixie, et al. -- Case No.
05-03817 -- pending further Court order upon completion of
proceedings in that case.

The Subsidiary Debtors are:

Astor Products, Inc.                  Crackin' Good, Inc.
Deep South Distributors, Inc.         Deep South Products, Inc.
Dixie Darling Bakers, Inc.            Dixie-Home Stores, Inc.
Dixie Packers, Inc.                   Dixie Spirits, Inc.
Economy Wholesale Distributors, Inc.  Dixie Stores, Inc.
Kwik Chek Supermarkets, Inc.          Foodway Stores, Inc.
Sunbelt Products, Inc.                Winn-Dixie Montgomery, Inc.
Table Supply Food Stores Co., Inc.    Superior Food Co.
WD Brand Prestige Steaks, Inc.        Winn-Dixie Handyman, Inc.
Winn-Dixie Logistics, Inc.            Sundown Sales, Inc.
Winn-Dixie Procurement, Inc.          Winn-Dixie Raleigh, Inc.
Winn-Dixie Supermarkets, Inc.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells Judge Funk that the remaining
proceedings in the Reorganized Debtors' Chapter 11 cases
essentially consist of matters relating to claims allowance,
distributions with respect to allowed claims, and other aspects
of implementation of their confirmed Plan of Reorganization.

Ms. Jackson states that none of the remaining bankruptcy matters
involves issues that would require separate proceedings by any
particular Debtor in the separate case of a particular Debtor.

Ms. Jackson states that the claims objection process for the
Subsidiary Debtors in the jointly administered case has been, and
will continue to be, administered by the Winn-Dixie management.
She relates that no claims objection proceedings have been
brought, and none will be needed, in any separate case of any of
the Subsidiary Debtors.

In addition, the Winn-Dixie management will continue to be
responsible for distributions and other implementation matters
under the Plan, which does not require involvement of any of the
Subsidiary Debtors in that process, Ms. Jackson says.

Ms. Jackson avers that other than certain cash distributions
required by the Plan, which are made by Winn-Dixie from
consolidated cash accounts, the claims of creditors are being
treated primarily with Winn-Dixie stock, and not with any
consideration issued by any of the Subsidiary Debtors.

Moreover, Ms. Jackson discloses that following the Plan Effective
Date, 16 of the 23 subsidiary cases have either been dissolved,
merged out of existence, or otherwise terminated in accordance
with applicable state law.

Therefore, Ms. Jackson asserts, there is no more reason to
maintain the separate cases of the Subsidiary Debtors.  If
circumstances change for those cases, Section 350(b) permits the
Court to reopen any of the closed cases at any time, she states.

Ms. Jackson further insists that maintenance of the Subsidiary
Cases will impose continuing financial burdens on the Debtors for
fees under 28 U.S.C. Section 1930.

Ms. Jackson avers that closing the subsidiary cases by March 31
will allow the Reorganized Debtors to reduce a substantial
expense, thus benefiting the creditors who now hold the equity
ownership of the Debtors.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest    
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).

D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.

When the Debtors filed for protection from their creditors, they
listed $2,235,557,000 in total assets and $1,870,785,000 in total
debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's Joint
Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged from
bankruptcy on Nov. 21, 2006.

(Winn-Dixie Bankruptcy News, Issue No. 66; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WORLDSPAN LP: S&P Affirms Junk Rating on $250MM Debt & Holds Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew these ratings:

   * its 'B' rating and '2' recovery rating on Worldspan L.P.'s
     $490 million credit facility;

   * 'B' rating on the company's $300 million secured second-lien
     notes; and,

   * 'CCC+' rating on its $84 million of subordinated notes.

The ratings were removed from CreditWatch with developing
implications, where they were placed on Dec. 7, 2006.

At the same time, Standard & Poor's is keeping other Worldspan
ratings on CreditWatch with developing implications, including the
'B' corporate credit rating, 'B' rating ('2' recovery rating) on
the company's $750 million revolver and first-lien term loan, and
'CCC+' rating ('5' recovery rating) on its $250 million
second-lien term loan.  

The corporate credit rating was placed on CreditWatch on
Dec. 7, 2006, after Worldspan reported its merger agreement with
Travelport Inc.  The bank loan ratings were placed on CreditWatch
on Dec. 11, 2006; the recovery ratings are not on CreditWatch.

The ratings withdrawal of certain securities follows their
refinancing with proceeds of Worldspan's new credit facility,
which it entered into in December 2006.

Worldspan is the leading processor of GDS transactions for on-line
travel agencies.  Travelport processes both on-line and off-line
transactions.

"A combination with Travelport is expected to result in new
revenue opportunities as well as $50 million of operating
synergies for the combined entity, which could prompt us to raise
our corporate credit rating on Worldspan to 'B+', the same as
Travelport's," said Standard & Poor's credit analyst Betsy Snyder.

"If the company's recent recapitalization results in a weaker
financial profile without the benefits of the merger, ratings
could be lowered."

Affirmation of ratings at the current level is also a possible
outcome.  Completion of the merger will depend on approval by
government regulatory authorities.

Standard & Poor's will assess synergies from the proposed merger
as well as the effect of the recapitalization on Worldspan's
financial profile in resolving the CreditWatch.


YUKOS OIL: Russia Raids PwC Office as Part of Criminal Probe
------------------------------------------------------------
Investigators from Russia's Interior Ministry and General
Prosecutor's office searched the local branch of UK-based
PricewaterhouseCoopers for evidence in two criminal cases against
the firm, Gregory White of The Wall Street Journal reports.

The Federal Tax Service of Russia had accused PwC, which served as
Yukos's auditor in 2002-2004, of covering up the bankrupt
company's alleged illegal financial schemes and compiling two
different audits.

PwC is also facing a tax-evasion probe in back-taxes for 2002.

According to Anatoly Medetsky and Daan van der Schriek of The
Moscow Times, PwC denied allegations that:

   -- it concealed tax evasion by Yukos in its 2002-2004 audit
      of the bankrupt firm; and

   -- it evaded paying up to RUR243 million (US$9.3 million) in
      back taxes in 2002 on its manager's orders.

After losing two appeals in civil courts related to the
tax-evasion case against PwC, the firm elected to pay about
$14 million to satisfy tax claims and penalties last year.

Under Russian law, criminal tax-evasion charges can be brought
even after a back-tax claim is paid, WSJ relates.

About 20 investigators seized company files, which could convict
PwC Russia's senior executives in relation to the tax-evasion case
against the firm.

In December 2006, the Moscow Arbitration Court accepted a case
from the FTS, which sought to invalidate a contract between Yukos
and PwC's Russian office on auditing services.  The tax regulator
demanded a $145,000 repayment from PwC on the cost of the
contract, RIA Novosti noted.

According to RIA Novosti, the court granted FTS' request to
change the litigation claims to charge $480,000 from PwC,
instead of the $145,000 demand.

As previously reported in the Troubled Company Reporter-Europe,
the tax officials said PwC confirmed that Yukos's financial
operations in 2003-2004 were in full compliance with Russian
legislation, even amidst tax violations discovered in 2002, to
which Yukos has failed to remove in the subsequent two years.

The auditing firm has denied the tax regulator's accusations
asserting that the management of a company, not an auditor, was
responsible for financial decisions.

PwC argued that its report on Yukos contained an amendment
highlighting the disclosed irregularities, which the firm also
included in a written statement recommending that the company
review its operations.

                        About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is  
an open joint stock company existing under the laws of the
Russian Federation.  Yukos is involved in energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to
oil and gas production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


ZAIS INVESTMENT: Moody's Lifts Ratings on $84 Mil. Notes to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the notes issued
by Zais Investment Grade Limited II, a collateralized debt
obligation lender:

   * The $96,000,000 Class A-1 Floating Rate Notes due 2015

      -- Prior rating: A1, on watch for possible upgrade
      -- Current rating: Aa2

   * The $304,000,000 Class A-2 Floating Rate Notes due 2015

      -- Prior rating: A1, on watch for possible upgrade
      -- Current rating: Aa2

   * The $47,000,000 Class B-1 Floating Rate Notes due 2015

      -- Prior rating: Caa2, on watch for possible upgrade
      -- Current rating: Ba1

   * The $37,000,000 Class B-2 Fixed Rate Notes due 2015

      -- Prior rating: Caa2, on watch for possible upgrade
      -- Current rating: Ba1

Moody's noted that the rating actions reflect an improvement in
the credit quality of the transaction's underlying collateral,
which consists primarily of structured finance securities, as well
as the ongoing delevering of the notes.  The transaction has seen
an improvement in the coverage tests, as well as an improvement in
the Weighted Average Rating Factor, the Weighted Average Coupon,
and the Weighted Average Spread.


* Cadwalader's Charles Banoun Receives Charles R. English Award
---------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP Partner Raymond Banoun, head of
the firm's Business Fraud and Complex Litigation practice,
received the Charles R. English Award bestowed by the American Bar
Association's Section of Criminal Justice.  The award is given to
lawyers who exemplify the highest standards of professional ethics
and service to the criminal justice system.

"We are extremely proud that Ray has been recognized by our peers
as an exceptional attorney who exhibits the highest levels of
ethics and professionalism," Robert O. Link, Jr., Chairman and
Managing Partner of the firm, stated.  "He exemplifies the core
values of the firm and reinforces our commitment to public service
and the pursuit of equal justice for all."

One of the leading business fraud litigators in the nation, Mr.
Banoun is the Managing Partner of Cadwalader's Washington, D.C.
office and oversees the firm's Business Fraud practice.  A Fellow
of the American College of Trial Lawyers who has been named among
the top 500 litigators in the country, he represents corporations,
financial institutions, investment firms, law firms and
individuals in all aspects of criminal investigations and
litigation, both pre- and post-indictment, as well as in complex
civil litigation, including class, shareholders, whistleblower and
RICO actions in federal and state courts.  He is well-versed in
the money laundering laws of the United States and foreign
countries, including the USA PATRIOT Act and the Bank Secrecy Act
and is co-author of "Money Laundering, Terrorism and Financial
Institutions," published by The Civic Research Institute.

Mr. Banoun is a past Chairman of the ABA Criminal Justice
Section's White Collar Crime Committee and the Business Crimes
Committee of the International Bar Association's Section of
Business Law.  He created and has chaired the ABA White Collar
Crime National Institute for the past 21 years.

               About Cadwalader, Wickersham & Taft

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--  
established in 1792, is an international law firm, with offices in
New York, London, Charlotte, Washington and Beijing.  Cadwalader
serves a diverse client base, including top financial
institutions, undertaking business in more than 50 countries in
six continents.  The firm offers legal expertise in antitrust,
banking, business fraud, corporate finance, corporate governance,
environmental, healthcare, insolvency, insurance and reinsurance,
litigation, mergers and acquisitions, private client, private
equity, real estate, regulation, securitization, structured
finance, and tax.


* Gerald Shapiro Joins Corporate Revitalization's New York Office
-----------------------------------------------------------------
Gerald Shapiro has joined Corporate Revitalization Partners, LLC
as a director.  Mr. Shapiro will be based out of CRP's New York
office, where he will be responsible for marketing the firm's
turnaround management services and actively building and
maintaining the firm's client base.

"I've known Jerry for a long time and have often hoped that we
would have the opportunity to work together," said CRP Managing
Partner Gil Osnos.  "Jerry brings a wealth of experience, good
judgment and the highest level of integrity, which is something
CRP looks for in all of its professionals.

"Jerry is well known in the turnaround industry," continued Mr.
Osnos.  "He has been highly visible for many years, and we are
proud to have him join CRP."

Mr. Shapiro has more than 30 years of management and advisory
experience and a wide variety of engagements, including interim
management positions such as CEO, CFO, CRO and trustee.  In
addition, he served as a Wall Street restructuring advisor and was
the senior vice president and co-head of the New York office of
Buccino & Associates Inc.

"CRP is a good fit for me," said Mr. Shapiro.  "The reason I
joined CRP is that it has a large, national platform that keeps
pace with the changing market, I know the senior partners well,
and CRP has a reputation of excellent work and fair practices,
which is important to me."

Mr. Shapiro holds a bachelor's degree from City College of New
York and a Master of Business Administration from Columbia
University.  He is actively involved in the American Bankruptcy
Institute, the Turnaround Management Association and the
Association for Corporate Growth.

                 About Corporate Revitalization

Corporate Revitalization, LLC -- http://www.crpllc.net/-- is a  
national turnaround management firm that guides distressed
companies back to stability and profitability through hands-on
leadership and management.  It is committed to restoring
companies' predictability, credibility and value as quickly as
possible.  CRP's services include interim management, operational
financial advisory services, bankruptcy support, merger,
acquisition and due diligence support, real estate maximization
and EBITDA+ operational improvement analysis.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Accuray Inc             ARAY        (50)         144        3
AFC Enterprises         AFCE        (40)         157        4
Alaska Comm Sys         ALSK        (25)         562       13
Alliance Imaging        AIQ         (18)         674       30
AMR Corp.               AMR        (606)      29,145   (1,603)
Atherogenics Inc.       AGIX       (153)         178      112
Bare Essentials         BARE       (228)         156       54
Blount International    BLT        (105)         430      118
CableVision System      CVC      (5,289)       9,844     (763)
Carrols Restaurant      TAST       (104)         497      (25)
Centennial Comm         CYCL     (1,092)       1,422      112
Choice Hotels           CHH         (62)         303      (53)
Cincinnati Bell         CBB        (791)       2,014       28
Clorox Co.              CLX         (33)       3,624     (540)
Compass Minerals        CMP         (65)         706      165
Corel Corp.             CRE         (12)         130       31
Crown Holdings          CCK        (266)       6,358      106
Crown Media HL          CRWN       (478)         768       48
CV Therapeutics         CVTX        (46)         421      303
Dayton Superior         DSUP       (101)         322       82
Deluxe Corp             DLX         (66)       1,267     (462)
Denny's Corporation     DENN       (231)         454      (73)
Domino's Pizza          DPZ        (565)         380       11
Dun & Bradstreet        DNB        (396)       1,360     (161)
Echostar Comm           DISH       (219)       9,768    1,008
Embarq Corp             EQ         (468)       9,091     (241)
Emeritus Corp.          ESC        (115)         713      (34)
Empire Resorts          NYNY        (25)          61       (2)
Encysive Pharm          ENCY        (94)          63       17
Enzon Pharmaceutical    ENZN        (56)         404      150
Extendicare Real        EXE-U       (24)       1,315     (112)
Foamex Intl             FMXI       (404)         607       21
Ford Motor Co           F        (3,773)     290,217   (2,171)
Gencorp Inc.            GY          (96)       1,021        4
Graftech International  GTI        (110)         906      349
Guidance Software       GUID         (2)          22       (1)
HCA Inc                 HCA     (10,332)      23,611    2,502
I2 Technologies         ITWO        (25)         190       17
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,846)       1,318       15
IMAX Corp               IMAX        (33)         243       84
Immersion Corp.         IMMR        (23)          50       34
Immunomedics Inc        IMMU        (24)          45       15
Incyte Corp.            INCY        (85)         354      278
Indevus Pharma          IDEV       (133)          91       51
Investools Inc.         IEDU        (62)         132      (75)
IPG Photonics           IPGP        (31)         115       24
J Crew Group Inc.       JCG         (55)         414      128
Koppers Holdings        KOP         (80)         649      162
Life Sciences           LSR         (25)         205       23
Ligand Pharm            LGND       (239)         232     (162)
Lodgenet Entertainment  LNET        (58)         263       20
Maxxam Inc              MXM        (201)         992       26
McMoran Exploration     MMR         (18)         431      (27)
Mediacom Comm           MCCC        (95)       3,652     (266)
Movie Gallery           MOVI       (221)       1,166     (816)
Navisite Inc.           NAVI         (2)         101       (9)
New River Pharma        NRPH        (65)         170      135
Nexstar Broadcasting    NXST        (78)         679       27
NPS Pharm Inc.          NPSP       (182)         237      150
Obagi Medical           OMPI        (51)          50       12
ON Semiconductor        ONNN       (205)       1,417      268
Paetec Holding          PAET       (287)         238        7
Qwest Communication     Q        (1,445)      21,239   (1,506)
Radnet Inc.             RDNT        (79)         131       (2)
Regal Entertainment     RGC         (20)       2,469     (315)
Riviera Holdings        RIV         (29)         222       10
Rural Cellular          RCCC       (580)       1,385      160
Rural/Metro Corp.       RURL        (89)         305       51
Savvis Inc.             SVVS       (138)         467       25
Sealy Corp.             ZZ         (152)       1,003       57
Sirius Satellite        SIRI       (389)       1,658     (258)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (187)       3,716      (50)
Sun-Times Media         SVN        (322)         905     (383)
Syntroleum Corp.        SYNM        (14)          44       32
Town Sports Int.        CLUB        (18)         424      (58)
Unisys Corp.            UIS         (64)       4,037      307
Weight Watchers         WTW         (68)       1,002      (82)
Western Union           WU         (315)       5,321      869
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (485)       3,637      920
XM Satellite            XMSR       (253)       2,027     (115)

                             *********

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 ***