TCR_Public/070314.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 14, 2007, Vol. 11, No. 62

                             Headlines

ADVANCED MICRO: Poor Performance Cues Moody's to Cut Rating to B1
AINSWORTH LUMBER: Reports $78.1 Million Net Loss in 4th Qtr. 2006
AMERENCIPS: Moody's Cuts Issuer Rating to Ba1 from Baa3
AMERICAN CAMSHAFT: Committee Retains Mesirow as Financial Advisor
AMERICAN CELLULAR: Makes Further Amendments to Sr. Notes Offering

AMERICAN TISSUE: Trustee Wants Giuliano Miller as Accountant
AMERICAN TISSUE: Trustee Hires Gambino as Private Investigator
AMTROL INC: Wants Until June 18 to Remove Prepetition Actions
ANALYTICAL SURVEYS: Posts $332,000 Net Loss in Qtr. Ended Dec. 31
ANGELA EVANS: Case Summary & Seven Largest Unsecured Creditors

ASBURY AUTOMOTIVE: Moody's Rates Proposed $150MM Sr. Notes at B3
ATTACHMATE CORP: Fitch Rates Proposed $500 Mil. Facility at B
BEAR STEARNS: Moody's Rates Class M-10 Certificates at Ba1
BELL MICROPRODUCTS: Lenders Waive SEC 10-Q Filing Until May 31
BELL MICROPRODUCTS: Has Until May 22 to Comply with Nasdaq Rules

BOSTON SCIENTIFIC: Amends Corporate Governance Guidelines
CALPINE CORP: Can Convert $5 Billion Financing to Exit Facility
CAPRIUS INC: Posts $787,275 Mil. Net Loss in Qtr. Ended Dec. 31
CATHOLIC CHURCH: Davenport Gives Verified Statements from 3 Agents
CATHOLIC CHURCH: Portland Estimation Proceeding Starts

CELERO TECH: Ch. 7 Trustee Hires Citizen as Computer Professional
CHENIERE ENERGY: 2006 Annual Net Loss Increases to $145.8 Million
CILCORP INC: Moody's Pares Senior Debt's Rating to Ba2 from Ba1
CITATION CORP: Files Chapter 22 to Implement Debt-to-Equity Plan
CITATION CORP: Case Summary & 20 Largest Unsecured Creditors

CLECO CORP: Net Income Decreases to $74.5 Million in 2006
CMS ENERGY: Fitch Raises Preferred Stock's Rating to B from B-
CNH GLOBAL: Good Performance Prompts Moody's Stable Outlook
COLEMAN CABLE: Copperfield Deal Prompts Moody's to Review Ratings
COLLINS & AIKMAN: Executive Vice President Maryann Wright Resigns

COLLINS & AIKMAN: Three Parties Object to Examiner Appointment
COLORADO-COLONIE: Voluntary Chapter 11 Case Summary
COMMUNICATIONS CORP: Will Sell Some Television Stations to Lenders
CONMED CORP: Incurs $12.5 Million Net Loss in Year Ended Dec. 31
CONSOLIDATED CONTAINER: Increases Cash Payment for Senior Notes

CONSUMERS ENERGY: Fitch Lifts Senior Debt's Rating to BBB- from BB
CWABS ASSET: Moody's Assigns Ba1 Rating to Class B Certificates
DAIMLERCHRYSLER: CAW Local 1285 Members Votes for New Agreement
DANA CORP: Court Okays Rejection of 9 Equipment & Consulting Pacts
DANA CORP: Court Approves George Koch Settlement Agreement

DARRELL GRAHAM: Case Summary & 20 Largest Unsecured Creditors
DELPHI CORP: Discloses Claims Transfers Totaling More Than $200MM
DELPHI CORP: Judge Rosen Grants Shareholders Access to Delphi Docs
DOLLAR GENERAL: Inks $7.3 Billion Merger Pact with Kohlberg Kravis
DOLLAR GENERAL: Buyout Cues Fitch to Cut Sr. Notes' Rating to B+

DOLLAR GENERAL: Buyout Cues Moody's to Review Ratings
DOLLAR GENERAL: Buyout Prompts S&P to Cut Ratings to BB+ from BBB-
DRESSER INC: Moody's Puts Ratings on Review for Possible Downgrade
DS WATERS: Moody's Cuts Corporate Family Rating to B3 from B2
DUNKIN' BRANDS: S&P Withdraws B- Corporate Credit Rating

DURA AUTOMOTIVE: Creditors Must File Proofs of Claim by May 1
DURA AUTOMOTIVE: Wants Lease-Decision Period Extended to May 28
DYNEGY HOLDINGS: Fitch May Put BB Rating on Proposed Sr. Facility
E&A ENTERPRISES: Case Summary & Largest Unsecured Creditor
EMI GROUP: Warner Music May Attempt Fresh Takeover Offer

ENERGY PARTNERS: Moody's Cuts Corp. Family Rating to B3 from B2
ENTERGY NEW ORLEANS: Wants Stanley Flanagan as Special Counsel
ENTERGY NEW ORLEANS: Wants $17.6 Million Claims Disallowed
EURONET WORLDWIDE: Moody's Rates Proposed $265 Million Debt at Ba2
EVERGREEN ELDER: Case Summary & 20 Largest Unsecured Creditors

FORD MOTOR: Aston Martin CEO Vows to Make It World's Number One
FRANKLIN TIMBER: Case Summary & 20 Largest Unsecured Creditors
FREEPORT-MCMORAN: Offers $6 Bil. Notes to Fund Phelps Dodge Buy
FREEPORT-MCMORAN: Fitch Rates $11 Billion Loans at BB
GENERAL CABLE: Launches $285 Million Senior Notes Offering

GENERAL MOTORS: To Pay $1 Billion in Settlement Charges to GMAC
GRANT PRIDECO: Earns $140.1 Million in Quarter Ended December 31
GREAT LAKES: S&P Lifts Corporate Credit Rating to B from CCC+
GREENPARK GROUP: Case Summary & 11 Largest Unsecured Creditors
HEALTH NET: Good Performance Prompts S&P to Upgrade Ratings

HERBALIFE LTD: Increases Net Income to $143 Million in Year 2006
HOME PRODUCTS: Panel Hires Giuliani Capital as Financial Advisor
INTEGRATED ELECTRICAL: Names C. Haas as Supply Chain Management VP
INT'L RECTIFIER: Fitch Lifts Issuer Default Rating to BB from BB-
JP MORGAN: S&P Puts Default Rating on Class M Certificates

JANI KASSU: Voluntary Chapter 11 Case Summary
JORDAN RIVER: Case Summary & 16 Largest Unsecured Creditors
JULIANNA REALTY: Case Summary & Two Largest Unsecured Creditors
KARA OF DOVER: Case Summary & 20 Largest Unsecured Creditors
KAYDON CORP: Earns $69.5 Million in Year Ended December 31

KING PHARMACEUTICALS: Earns $289 Million in Year Ended December 31
KODY BONIN: Voluntary Chapter 11 Case Summary
LIBERTY MEDIA: Earns $840 Million in Year Ended December 31
LYDRIS MANAGEMENT: Voluntary Chapter 11 Case Summary
MAGNA CUM LATTE: Case Summary & 18 Largest Unsecured Creditors

MANITOWOC COMPANY: Earns $43.9 Million in Quarter Ended Dec. 31
MEDIFACTS INT'L: Sells Clinical Research Business for $2.1 Million
MIRANT CORP: Earns $1.3 Billion for Quarter Ended December 31
MOUNT EVEREST: Case Summary & 20 Largest Unsecured Creditors
NATIONAL RETAIL: Moody's Holds Preferred Stocks' Ratings at Ba1

NELLSON NUTRACEUTICAL: Fremont & 2nd-Lien Lenders Pact Denied
NELLSON NUTRACEUTICAL: Has Until March 26 to File Chapter 11 Plan
NEW CENTURY: Attorney's Office and SEC Set Separate Company Probe
NEW CENTURY: Says Loan Obligation to Credit Suisse is $1.4 Billion
NEW CENTURY: DB Structured Ends Financing Despite Amended Pact

NEW CENTURY: More Lenders Terminate Financing Commitments
NEWCOMM WIRELESS: Has Until July 2 to Remove Civil Actions
O GENTRY WALSH: Case Summary & 20 Largest Unsecured Creditors
ON TOP COMMS: Seeks to Obtain $50,000 in DIP Financing
ORECK CORP: S&P Pares Corporate Credit Rating to B- from B+

OUR LADY OF MERCY: Montefiore Offers $9 Million Purchase Price
PHELPS DODGE: Freeport Offers $6 Billion Notes to Fund Phelps Buy
PHELPS DODGE: Fitch Cuts 7.375% Notes' Rating to BB- from BBB
PINNACLE FOODS: S&P Junks Rating on Proposed $650 Mil. Sr. Notes
PLY GEM: Moody's Rates $105 Million First-Lien Loan at B1

QUIKSILVER INC: Poor Quarter Result Cues S&P's Negative Watch
RADIOSHACK CORP: Moody's Downgrades Corporate Family Rating to Ba1
REFCO INC: Ch. 7 Trustee Wants Lease-Decision Deadline Extended
REFCO INC: Plan Administrators Want May 11 Removal Period Deadline
REXNORD LLC: Posts $4.5 Million Net Loss in Quarter Ended Dec. 30

SEPRACOR INC: Earns $99.1 Million in Quarter Ended December 31
SIERRA HEALTH: UnitedHealth Deal Cues S&P's Positive CreditWatch
SMURFIT-STONE: Moody's Cuts Senior Unsecured Notes' Rating to B3
SMURFIT-STONE: S&P Junks Rating on Proposed $675 Mil. Senior Notes
SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1

SOUTHERN UNION: Earns $64.1 Million in Year Ended December 31
S.T.N. Properties: Case Summary & Largest Unsecured Creditor
SUN HEALTHCARE: Moody's Places Corporate Family Rating at B1
SUN HEALTHCARE: S&P Junks Rating on $200 Mil. Subordinated Notes
TAKE-TWO: Post $21.5 Mil. Net Loss in First Quarter Ended Jan. 31

TOWER AUTOMOTIVE: Amended General Motors Pact Filed Under Seal
TOWER AUTOMOTIVE: Stutman Treister OK'd as Panel Conflicts Counsel
TRW AUTOMOTIVE: Fitch Rates Senior Subordinated Notes at B+
TRW AUTOMOTIVE: Moody's Rates New Senior Notes at Ba3
TV INC: Case Summary & 20 Largest Unsecured Creditors

TWL CORP: Fiscal Second Quarter Net Loss Rises to $4.3 Million
TXU CORP: Probe Unveils Manipulation of Electricity Prices
UNICAPITAL: Fitch Withdraws Junk Ratings on 4 Certificate Classes
WAMU MORTGAGE: Moody's Rates Class B-12 Certificates at Ba1
WARNER MUSIC: May Attempt Fresh Takeover Offer for EMI Group

WARP 9: December 31 Balance Sheet Upside-Down by $1.1 Million
WCI COMMUNITIES: Carl Icahn Intends to Make $22 per Share Offer
WCI COMMUNITIES: Issues Statement Regarding Carl Icahn's Offer
WHERIFY WIRELESS: Dec. 31 Balance Sheet Upside-Down by $20.7 Mil.
WISE METALS: Weak Earnings Prompt S&P's Developing Outlook

YUKOS OIL: More Asset Auctions to Be Announced This Week

* Upcoming Meetings, Conferences and Seminars

                             *********

ADVANCED MICRO: Poor Performance Cues Moody's to Cut Rating to B1
-----------------------------------------------------------------
Moody's Investors Service lowered AMD's corporate family rating to
B1 from Ba3.  The outlook is stable.

The downgrade reflects AMD's weaker than expected operating
performance in the last two quarters and Moody's expectations that
the next couple of quarters will remain very challenging as a
result of Intel's strong competitive pressure as well as some
level of excess inventory at both AMD and Intel.

As a result, Moody's expects a continued aggressive pricing
environment over the near term, especially in the server market,
an area that had been a key driver to AMD's improved operating
results during 2006.  The company recently pre-announced weaker
than expected first quarter results that we believe reflect the
sector's challenges on both a unit as well as on an average
selling price basis.

Although the company's position in the server, desktop and
notebook business segments remains good, with its overall
microprocessor unit market share is near an all time high of about
25%, AMD is at least a quarter away from providing its customers
with products at the next technology/performance node, a level
where Intel is now comfortably positioned.

Therefore, notwithstanding AMD's continued expansion into and
penetration of OEM customers, with Dell being the most notable new
customer in 2006, Moody's believes that AMD will be at a cost and
product disadvantage until it introduces and ramps more advanced
products toward the middle of 2007.

Moody's had commented last October that AMD's ratings could come
under pressure if:

   * AMD's profitability or market share were to materially erode
     for more than two consecutive quarters,

   * the company's currently good liquidity profile were to erode
     materially, thus impacting AMD's ability to make necessary
     investments in technology and manufacturing capacity, or

   * AMD did not make progress in reducing leverage as measured by     
     balance sheet debt to EBITDA to approximately 1.2x by the end
     of fiscal 2007.

With the prospect of lower than previously anticipated revenue
combined with the high fixed cost nature of its business, Moody's
expects that operating profitability and cash flow generation will
be negatively impacted.

As a result, Moody's anticipates that AMD will be more challenged
than previously anticipated to internally fund the build out of
its 300 millimeter production capacity, which is essential to AMD
keeping pace with manufacturing cost reduction and process node
advances, while at the same time maintaining strong balance sheet
liquidity and reducing debt levels.

Elements that support AMD's stable outlook include:

   * the overall strength of AMD's product portfolio and roadmap,
     which Moody's believes should result in the maintenance of
     market share or even some expansion as personal computer
     manufacturers seek to better balance their sources of
     microprocessor supply;

   * AMD's broader and deeper penetration of OEM customers, and

   * the favorable intermediate term prospects for the ATI
     acquisition in enhancing AMD's competitive position in the
     broader and faster growing consumer electronics space,
     further diversifying the company's revenue base.

Notwithstanding the lower corporate family rating, the ratings on
the secured $390 million notes and secured term loan remain at
Ba3, reflecting their superior position in AMD's capital
structure.

As Moody's commented last year, to the extent that secured debt
declines to below $2.5 billion, the security package benefiting
the $390 million senior note holders would be released.  Absent
any other change, such collateral release would cause the then
unsecured senior note rating to decline by up to two notches from
its existing Ba3 level, reflecting its more junior position in
AMD's capital structure.

Ratings revised:

   * Corporate Family Rating to B1 from Ba3

   * $390 million senior secured note due August 2012 at Ba3,
     LGD3, 38% from 47%

   * $2.5 billion senior secured term loan due 2013 at Ba3, LGD3,
     38% from 47%

   * Probability-of-default rating to B1 from Ba3

AMD's ratings or outlook could come under downward pressure to the
extent that product launches are delayed, if it experiences
operating losses in the second half of 2007, or if cash levels
fall below $1 billion.

Alternatively, upwards rating pressure could emerge if AMD is able
to make progress towards sustainable free cash flow from
operations, which would enhance financial flexibility that is
critical in the capital intensive and volatile microprocessor
segment.

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, designs and manufactures microprocessors and other
semiconductor products.


AINSWORTH LUMBER: Reports $78.1 Million Net Loss in 4th Qtr. 2006
-----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. reported a net loss of $78.1 million for
the fourth quarter of 2006 and a net loss of $108 million for the
year 2006.  This compares to net income of $19.9 million for the
fourth quarter of 2005 and net income of $153.2 million. for the
year 2005.

OSB prices were substantially lower in 2006 compared to 2005.  The
benchmark North Central OSB price in 2006 averaged $218 per msf
compared to $316 per msf in 2005.  The decline in prices reflects
significantly weakened demand for OSB as U.S. housing starts fell
to a seasonally adjusted annual rate of 1.8 million in 2006
compared to 2.1 million in 2005.

New home construction steadily decreased throughout 2006, from
a seasonally adjusted annual rate of 2.1 million in the first
quarter to 1.6 million in the fourth quarter of 2006.
OSB shipment volume was 15% lower in 2006 compared to 2005,
reflecting market-related mill curtailments, a permanent closure
of one of its Minnesota-based production lines, and extended
maintenance downtime.

Total 2006 sales decreased by $421.1 million compared to the prior
year as a result of the combined effect of lower sales prices and
reduced shipment volume.

The permanent closure of one of two production lines at its
Bemidji, Minnesota OSB facility in August 2006 resulted in a
capital asset write-down of $55.3 million and related severance
costs of $5.9 million, which amounts were charged against income
in the year.  The company's Cook and Grand Rapids, Minnesota OSB
mills have been down since late September, due to a combination of
low OSB prices and high operating costs.  These curtailments are
expected to be temporary.
  
The net loss for the fourth quarter and the year was also impacted
by the movement of the Canadian dollar relative to the US dollar.  
The effect of foreign exchange rate fluctuations on its long-term
debt led to a $36.2 million increase in 2006 net loss compared to
2005.

Adjusted EBITDA was $49.3 million in 2006, a decline of
$314.4 million compared to the prior year.  The reduction in
profit margins was primarily due to lower OSB sales realizations
and production volume decline.  Adjusted EBITDA for the fourth
quarter was also impacted by the stronger Canadian dollar and by
$10.7 million in inventory write-downs on logs and spare parts.  
Cash provided by operating activities was lower in 2006 compared
to 2005 as a result of the decrease in net income.

A full-text copy the company regulatory filing Form 6K is
available for free at http://ResearchArchives.com/t/s?1b3d

                    About Ainsworth Lumber

Ainsworth Lumber Co., Ltd., a British Columbia corporation
headquartered in Vancouver, Canada, is a publicly traded
integrated OSB producer that also manufactures specialty overlaid
plywood and finger-jointed lumber.  Ainsworth have a 13% market
share in OSB after purchasing Potlatch.  OSB sales represent
approximately 97% of total revenues.

                         *     *     *

Standard & Poor's Ratings Services lowered the long-term corporate
credit and senior unsecured debt ratings on Vancouver, B.C.-based
Ainsworth Lumber Co. Ltd. to 'CCC+' from 'B'.


AMERENCIPS: Moody's Cuts Issuer Rating to Ba1 from Baa3
-------------------------------------------------------
Moody's Investors Service downgraded these ratings:

   *  Ameren Corporation

      -- Issuer Rating to Baa2 from Baa1

   * Union Electric Company dba AmerenUE

      -- Issuer Rating to Baa1 from A3

   * Central Illinois Public Service Company dba AmerenCIPS

      -- Issuer Rating to Ba1 from Baa3

   * CILCORP Inc.

      -- senior unsecured to Ba2 from Ba1;

   * Central Illinois Light Company's dba AmerenCILCO

      -- Issuer Rating to Ba1 from Baa2

   * Illinois Power Company dba AmerenIP

      -- Issuer Rating to Ba1 from Baa3

A Corporate Family Rating of Ba1 and a Probability of Default
Rating of Ba1 was assigned to CILCORP.  

The ratings of Ameren, Central Illinois Public Service, CILCORP,
Central Illinois Light, and Illinois Power remain on review for
possible further downgrade.  Moody's placed Ameren's Prime-2
short-term rating for commercial paper on review for possible
downgrade.  The ratings of Union Electric are no longer on review,
although the rating outlook is negative.  The rating of
AmerenEnergy Generating Company is unchanged and remains on review
for possible downgrade.

The downgrade of the ratings of Ameren, Central Illinois Public
Service, CILCORP, Central Illinois Light, and Illinois Power is
prompted by the passage of rate freeze legislation by both the
Illinois House and by a committee of the Illinois Senate last week
and the growing support for a rate freeze in both chambers.  

On March 6, 2007, the Illinois House approved, by an overwhelming
92-5 majority, legislation supporting the roll back of electric
rates to 2006 levels and the enactment of a three year rate freeze
through 2010.  While rate freeze legislation had up until now not
had widespread support in the Senate and the President of the
Senate had voiced his opposition to a rate freeze,
on March 8, 2007, the Senate Environment and Energy Committee
voted by a unanimous 11-0 vote to support a bill specific to
Ameren that would roll back rates to 2006 levels and freeze rates
for at least six months.  This bill is likely to be introduced
into the entire Senate shortly.

"Although an acceptable rate phase-in solution may still be
possible, the increasing support for a rate freeze and the
continued political intervention in the utility regulatory process
in Illinois has increased credit risk for investors and is no
longer supportive of investment grade senior unsecured ratings",
said Michael G. Haggarty, Vice President and Senior Credit
Officer.

Moody's believes that future distribution rate increase requests
may be met with less constructive responses from state regulators
due to the ongoing controversy over Ameren's relatively high rate
increases.  The ratings remain on review for possible further
downgrade since the passage and enactment of rate freeze
legislation could result in additional downgrades of the ratings
of Ameren's Illinois utility subsidiaries well into speculative
grade.

The downgrade of the ratings of Union Electric is prompted by
higher costs at that utility, lower financial metrics, and a
continued challenging regulatory environment in Missouri, most
recently illustrated by the Missouri Public Service Commission
staff's recommendation that Union Electric's annual electric
revenues be reduced by between $136 and $168 million, compared to
the utility's request for a $360 million rate increase.  

Although the MPSC is not expected to rule on the case until later
this year and may come to a more constructive decision than the
staff recommendation, the large differential between the staff
recommendation and utility's request makes it unlikely that
AmerenUE will obtain sufficient rate relief to maintain financial
ratios consistent with its former rating category.

"The ratings downgrade reflects increased cost pressures at Union
Electric, including for environmental compliance, coal and coal
transportation costs, transmission and distribution system and
other energy infrastructure investments, and other expenses, that
are unlikely to be offset by sufficiently higher rates", said
Haggarty.

The lower rating also reflects Moody's expectation that Ameren may
have to rely more on Union Electric for upstreamed dividends if
rate freeze legislation is passed and enacted in Illinois,
severely restricting dividends from the other Ameren utility
subsidiaries.  The rating outlook of Union Electric is negative
due to anticipated continued cost pressures at the utility, the
uncertain outcome of the utility's pending Missouri rate case, the
ongoing uncertainty with regard to its affiliate utilities in
Illinois and their ability of Ameren's Illinois subsidiaries to
provide dividends to the parent going forward.

The downgrade of parent company Ameren considers the challenging
political and regulatory environment facing the company in both of
its jurisdictions and the importance of the three Illinois utility
businesses to its consolidated financial profile.  The Illinois
utilities make up nearly half of Ameren's total utility business
and any material financial deterioration of those subsidiaries is
expected to severely limit upstreamed dividends to the parent,
which will increase the reliance of the parent on Union Electric
to meet parent company interest and dividend obligations.

Ratings downgraded and remaining under review for possible
downgrade include:

   * Ameren's senior unsecured debt and Issuer Rating to Baa2 from
     Baa1;

   * Central Illinois Public Service Company's senior secured to
     Baa3 from Baa2, Issuer Rating to Ba1 from Baa3, and preferred
     stock to Ba3 from Ba2;

   * Illinois Power Company's senior secured debt to Baa3 from
     Baa2, Issuer Rating to Ba1 from Baa3, and preferred stock to
     Ba3 from Ba2.

Ratings downgraded and assigned a negative outlook include:

   * Union Electric Company's senior secured debt to A3 from A2,
     Issuer Rating to Baa1 from A3, and preferred stock to Baa3
     from Baa2.

Ratings downgraded/assessments assigned:

   * CILCORP, Inc.'s senior unsecured debt to Ba2, LGD5, 80% from
     Ba1;

   * Central Illinois Light Company's senior secured debt to Baa2,
     LGD2, 13% from Baa1; and Issuer Rating to Ba1 from Baa2;

Ratings affirmed/assessments assigned:

   * Central Illinois Light Company's preferred stock at Ba1,
     LGD4, 54%.

Ratings assigned:

   * CILCORP Corporate Family Rating at Ba1;

   * CILCORP Probability of Default Rating at Ba1;

Ratings placed under review:

   * Ameren's Prime-2 short-term rating for commercial paper.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company, Central Illinois Public Service Company,
CILCORP Inc., Central Illinois Light Company, Illinois Power
Company, and AmerenEnergy Generating Company.


AMERICAN CAMSHAFT: Committee Retains Mesirow as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of American Camshaft Specialties, Inc. and its
debtor-affiliates, obtained permission from the U.S. Bankruptcy
Court for the Eastern District of Michigan to retain Mesirow
Financial Consulting, LLC as financial advisors to the Committee,
nunc pro tunc to Jan. 9, 2007.

Mesirow Financial is expected to:

   a) assist in the review of reports or filings required by the
      Bankruptcy Court or the office or the U.S. Trustee including      
      schedules of assets and liabilities, statements of financial
      affairs and monthly operating reports;

   b) review the Debtor's financial information including analyses
      of cash receipts and disbursements, financial statements
      items and proposed transactions for which Bankruptcy Court
      approval is sought;

   c) review and analyze the reports regarding cash collateral and
      any debtor-in-possession financing arrangements and budgets;

   d) evaluate potential employee retention and severance plans;

   e) assist in the identifying and implementing potential cost
      containment opportunities;

   f) assist in the identifying and implementing asset
      redeployment opportunities;

   g) analyze the assumption and rejection issues regarding
      executory contracts and leases;

   h) review and analyze the Debtor's proposed business plans
      including the business and financial condition of the
      Debtor;

   i) assist in evaluating reorganization strategy and
      alternatives available to the creditors;

   j) review and critique the Debtor's financial projections and
      assumptions;

   k) prepare the enterprise, asset and liquidation valuations;

   l) assist in monitoring, evaluating and enhancing any sales
      process undertaken by the Debtors;

   m) assist in the preparation of documents for confirmation;

   n) advice and assist the Trustee in negotiations and meetings
      with the Debtors and bank lenders;

   o) advice and assist on the tax consequences of proposed plans
      of reorganization;

   p) assist in the claims resolution procedures including
      analyses of creditors claims by type and entity;

   q) provide litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions;
      and

   r) provide other functions to assist the Trustee or its Counsel
      in connection with the Chapter 11 cases.

Ben Pickering, Managing Director of Mesirow Financial tells the
Court that the Firm's professionals bill:

      Professionals                 Hourly Rate
      -------------                 -----------
      Senior Managing Director      $620 - $690
      Managing Director             $620 - $690
      Senior Vice President         $530 - $590
      Vice President                $430 - $490
      Senior Associate              $330 - $390
      Associate                     $190 - $290
      Paraprofessional                 $150

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

                      About American Camshaft

Based in Beijing, China, American Camshaft Specialties Inc. --
http://www.asimco.com/-- is located at the southwest corner of M-
45 and U.S. 31, includes two plants -- ACS Grand Haven, which is
solely owned by Asimco Technologies, and a joint venture between
Nippon Piston Ring and ACS Inc.  Asimco Technologies produces a
wide range of power train, chassis and diesel fuel injection
products for light duty and commercial vehicle applications.  
Asimco assembles semi-fully finished cast, steel and assembled
camshafts.  Aside from its U.S. operations, Asimco has 18
manufacturing facilities and 52 sales offices in China and one
regional office in Europe and Japan.  Asimco's major customers are
automotive-based, such as DaimlerChrysler, Ford, GM, Cummins and
CAT.

American Camshaft and three other U.S. affiliates filed for
chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case
No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.
When the Debtors filed for protection from their creditors they
listed estimated assets and debts between $10 million and
$50 million.


AMERICAN CELLULAR: Makes Further Amendments to Sr. Notes Offering
-----------------------------------------------------------------
American Cellular Corporation, a wholly owned subsidiary of Dobson
Communications Corporation, has further amended the terms and
conditions of its tender offer for its 10% Senior Notes due 2011
(CUSIP No. 025058AG3; ISIN No. US 025058AG34) and related consent
solicitation.  The tender offer is subject to the terms and
conditions set forth in the company's Offer to Purchase and
Consent Solicitation Statement dated Feb. 15, 2007, as
supplemented by supplements dated March 6, 2007 and March 12,
2007.

The primary purpose of the consent solicitation is now to amend
the terms of the Notes and the related indenture to:

     (i) remove the requirement in the restricted payments
         covenant for the company to maintain a debt to cash flow
         ratio of no greater than 5 to 1,

    (ii) permit the company to redeem an aggregate principal
         amount of $18.1 million of its 9.5% Senior Subordinated
         Notes due 2009,

   (iii) increase the general restricted payments basket from
         $20 million to $35 million in the aggregate, and

    (iv) permit the company to replace its existing $250 million
         senior secured credit facility with a new $1.05 billion
         senior secured credit facility.

Except for amendments to the restrictive covenants concerning
restricted payments and the incurrence of indebtedness, the
restrictive covenants contained in the terms of the Notes and
related indenture would not be deleted as originally contemplated
by the consent solicitation.  Previously, the primary purpose of
the consent solicitation was to amend the terms of the Notes and
the related indenture to remove substantially all of the
restrictive covenants.

The company also amended the definition of the minimum tender
condition for the tender offer to mean there having been validly
tendered prior to the Expiration Time not less than a majority,
rather than not less than 75%, of the aggregate principal amount
of the Notes outstanding under the related indenture, excluding
Notes owned by the company or any affiliate.  Likewise, the
company amended the definition of requisite consents to mean
consents from the holders of not less than a majority, rather than
not less than 75%, of the aggregate principal amount of the Notes
outstanding under the related indenture, excluding Notes owned by
the company or any affiliate.

As reported in the Troubled Company Reporter on March 8, 2007, the
company is offering to purchase $675 million in aggregate
principal amount of the Notes.  The company plans on replacing its
existing $250 million senior secured credit facility with a new
$1.05 billion senior secured credit facility, and using borrowings
under the new senior secured credit facility to

     (i) repurchase the Notes that are validly tendered and not
         validly withdrawn and accepted for payment in the tender
         offer, and

    (ii) repay all outstanding amounts under the existing senior
         secured credit facility.

The company also reserves the right, in its sole discretion, to
purchase more than $675 million aggregate principal amount of the
Notes in the tender offer.

In the event holders tender more Notes than the Company is
offering to purchase, the company will accept for purchase Notes
in the aggregate principal amount the company is offering to
purchase on a pro rata basis among the tendering holders, rounding
each tendering holder's pro rata amount of Notes downward to the
nearest $1,000 and subject to the requirement that Notes be issued
in minimum denominations of $1,000.

The further amended tender offer and consent solicitation will
expire at 12:00 midnight, New York City time, on Monday, March 19,
2007, unless extended.  Any holder who has validly tendered and
not validly withdrawn Notes pursuant to the original tender offer
and consent solicitation will be deemed to have validly tendered
in the further amended tender offer and consent solicitation
without any further action by such holder.

For Notes that are withdrawn and subsequently re-tendered by a
holder prior to March 13, 2007, the consideration will be the
Tender Offer Consideration, $1,035.56 for each $1,000 principal
amount of such Notes, plus accrued interest to the applicable
settlement date.

The company has engaged Morgan Stanley & Co. Incorporated as
Dealer Manager and Solicitation Agent for the tender offer and
consent solicitation.  Persons with questions regarding the tender
offer or the consent solicitation should be directed to Morgan
Stanley toll-free at (800) 624-1808 or collect at (212) 761-5384
(attention: Tate Forrester).  Requests for documents should be
directed to Bondholder Communications Group, the Information and
Tender Agent for the tender offer and consent solicitation, at
(212) 809-2663, attention: Denise Conway.

                  About American Cellular Corp.

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

                           *     *     *

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


AMERICAN TISSUE: Trustee Wants Giuliano Miller as Accountant
------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee for American Tissue
Inc. and its debtor-affiliates, asks the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Giuliano,
Miller & Company, LLC, as her accountant.

The firm will prepare and file federal and state income tax
returns.  The trustee believes that it would be cost effective and
beneficial to the Debtor to employ the firm for this limited task.

The firm's professionals compensation rates are:

     Designation                            Hourly Rate
     -----------                            -----------
     Senior Partners                           $375
     Managers                               $230 - $285
     Senior Accountants                     $165 - $200
     Staff Accountants/Paraprofessionals       $105

Alfred T. Giuliano, CPA, assures the Court that his firm does not
hold any interest adverse and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Giuliano can be reached at:

     Alfred T. Giuliano, CPA
     Willow Ridge Executive Office Park
     750 Route 73 South, Suite 110
     Marlton, New Jersey 08053
     Tel: (856) 596 7000
     Fax: (856) 596 8688
     http://www.giulianomiller.com/      

American Tissue Inc. is an integrated manufacturer of tissue
products and pulp and paper in North America, with a comprehensive
product line that includes jumbo tissue rolls for converting and
converted tissue products for end-use.  The company filed for
Chapter 11 protection on September 10, 2001 (Bankr. Del. Case No.
01-10370).  On April 22, 2004, the Court converted the Debtors
cases into a chapter 7 liquidation proceeding.  Christine C.
Shubert, serves as Chapter 7 Trustee for the Debtors' estates.
Bernard George Conaway, Esq., at Fox Rothschild LLP, represents
the Chapter 7 Trustee.  Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represents the Debtors.  Dmitry
Pilipis, Esq., and Frederick B. Rosner, Esq., at Jaspan
Schlesinger Hoffman LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than
$100 million.


AMERICAN TISSUE: Trustee Hires Gambino as Private Investigator
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Christine C. Shubert, the Chapter 7 Trustee for American Tissue
Inc. and its debtor-affiliates, permission to employ Gambino
Information Services Inc., as her private investigators, nunc
pro tunc to Nov. 23, 2006.

As reported in the Troubled Company Reporter on Feb. 12, 2007,
the Trustee didn't disclosed the firm's scope of work so as not to
jeopardize the investigation.

Michele A. Gambino, president of the firm, told the Court that
her firm charges $100 per hour.  In addition, the firm's hourly
rate on holidays and short notices is $400.

Ms. Gambino assured the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Ms. Gambino can be reached at:

     Michele A. Gambino
     President
     300 Northern Blvd., Suite 27
     Great Neck, NY 11021
     Tel: (516) 482-0300
     Fax: (516) 482-0063
     http://www.4privateinvestigators.com/

American Tissue Inc. is an integrated manufacturer of tissue
products and pulp and paper in North America, with a comprehensive
product line that includes jumbo tissue rolls for converting and
converted tissue products for end-use.  The company filed for
Chapter 11 protection on September 10, 2001 (Bankr. Del. Case No.
01-10370).  On April 22, 2004, the Court converted the Debtors
cases into a chapter 7 liquidation proceeding.  Christine C.
Shubert, serves as Chapter 7 Trustee for the Debtors' estates.
Bernard George Conaway, Esq., at Fox Rothschild LLP, represents
the Chapter 7 Trustee.  Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represents the Debtors.  Dmitry
Pilipis, Esq., and Frederick B. Rosner, Esq., at Jaspan
Schlesinger Hoffman LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than
$100 million.


AMTROL INC: Wants Until June 18 to Remove Prepetition Actions
-------------------------------------------------------------
Amtrol Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to extend their
deadline to file notices of removal with respect to prepetition
civil actions to June 18, 2007.

The Debtors also ask the Court to extend their deadline to file
notices of removal with respect to postpetition civil actions to
the later of June 18, 2007, and the period specified in Rule 9027
of the Federal Rules of Bankruptcy Procedure.

Since their bankruptcy filing, the Debtors have devoted most of
their time to transition into chapter 11 and establish a bar date
for claims against their estates.  The Debtors are also preparing
their schedules of assets and liabilities and statements of
financial affairs.  The Debtors have not had the time to determine
if a Notice of Removal of any action would benefit their estates
and creditors.

The Debtors want more time to make fully informed decisions
concerning the removal of any civil actions.

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.


ANALYTICAL SURVEYS: Posts $332,000 Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------------
Analytical Surveys, Inc. reported a $332,000 net loss on $243,000
of total revenues for the three-month period ended Dec. 31, 2006,
compared to a net loss of $43,000 on $1,360,000 of total revenues
in the same prior year period, as indicated in its quarterly
financial statements for the three-month period ended
Dec. 31, 2006.

The company's GIS service revenues were earned from only two
customers during the three months ended Dec. 31, 2006, totaling
$240,000 for as compared to $1,360,000 for the same period in
fiscal 2006, a decrease of approximately $1,120,000.  This 82.3%
decrease was a result of the completion of long-term contracts
that were not replaced with new contracts and the assignment of
certain contracts pursuant to the sale of its Wisconsin-based
production center in the fourth quarter of fiscal 2006.  The level
of new contract signings has steadily decreased in recent fiscal
years, and, as a result, revenues have decreased.  The company did
not generate any significant revenue from its oil and gas
investments during the three months ended Dec. 31, 2006.

The company's net loss variance was due to the low level of
revenue offset by the lower level of expense in the fiscal 2007
quarter.

At Dec. 31, 2006, the company's balance sheet showed $4,155,000 in
total assets, $1,707,000 in total liabilities, and $2,448,000 in
stockholders' equity, compared to total assets of $5,037,000,
total liabilities of $2,501,000, and a stockholders' equity of
$2,536,000 at Sept. 30, 2006.  The company's accumulated deficit
widened from $34,066,000 at Sept. 30, 2006, to $34,403,000 in the
current quarter.

The company's December 31 balance sheet also showed strained
liquidity with $1,654,000 in total current assets available to pay
$1,698,000 in total current liabilities coming due within the next
12 months.  The company's principal source of liquidity has
consisted of cash flow from operations supplemented by secured
lines-of-credit and other borrowings.  The company does not have a
line of credit and there is no assurance that we will be able to
obtain additional borrowings.

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?1b35

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Pannell Kerr Forster of Texas P.C. in Houston, Texas, raised
substantial doubt about Analytical Surveys Inc.'s ability to
continue as a going concern after auditing its consolidated
financial statements for the year ended Sept. 30, 2006, and 2005.  
The auditor pointed to the company's significant operating losses
in 2006 and prior years and need of external financing in place to
fund working capital requirements.

To address the going concern issue, the company's management
implemented financial and operational plans designed to improve
operating efficiencies, reduce overhead and accelerate cash from
our GIS service contracts, reduce and eliminate cash losses, and
position the company for profitable operations.  The management
has reduced the company's general and administrative expenses by
reducing occupancy costs, streamlining its executive team, and
eliminating, senior and middle management teams.

                     About Analytical Surveys

Based in San Antonio, Tex., Analytical Surveys Inc. (Nasdaq: ANLT)
-- http://www.asienergy.com/-- provides utility-industry data  
collection, creation, and management services for
the geographic information systems markets.  The company has
recently transitioned its focus toward the development of oil and
gas exploration and production opportunities.  ASI's Energy
Division is focused on high-quality exploratory and developmental
drilling opportunities, as well as purchase of proven reserves
with upside potential attributable to behind-pipe reserves, infill
drilling, deeper reservoirs, and field extension opportunities.


ANGELA EVANS: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Angela Evans
        25 Chapel Ridge Court
        Pittsburgh, PA 15238

Bankruptcy Case No.: 07-21280

Type of Business: The Debtor filed for chapter 11 protection on
                  November 30, 2005 (Bankr. W.D. Pa. Case No.
                  05-50251).

Chapter 11 Petition Date: March 1, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

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

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service         Taxes (Lien Filed)    $1,000,000
School District                                          Secured:
Philadelphia, PA 19255                                   $150,000

Providian                        Business Debt            $10,000
P.O. Box 9007
Pleasanton, CA 94566

Saks                             Consumer Debt             $7,305
c/o Financial Credit Services
P.O. Box 1211
Palatine, IL 60078

Robert Young                     Legal Fees                $2,000

Allegheny County                 Real Estate Taxes        Unknown
Treasurer's Office                                       Secured:
                                                         $150,000

Indiana Township Tax Office      Real Estate Taxes        Unknown
                                                         Secured:
                                                         $150,000

Fox Chapel Area                  Real Estate Taxes        Unknown
School District                                          Secured:
                                                         $150,000


ASBURY AUTOMOTIVE: Moody's Rates Proposed $150MM Sr. Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Asbury
Automotive Group's proposed $150 million senior subordinated notes
and affirmed existing ratings.  

The outlook has been revised to positive from stable.

The net proceeds from the subordinated notes together with an
unrated $100 million convertible note are expected to be used to
repay the 9% $250 million senior subordinated notes; the B3 rating
on such notes will be withdrawn upon repayment.

Kevin Cassidy, Vice President/Sr. Analyst at Moody's said that
"the positive outlook reflects the company's improving credit
profile evidenced by improving credit metrics, conservative
financial policies and moderating acquisition activity."

The B3 ratings for the senior subordinated facilities reflect both
the overall probability of default of the company, to which
Moody's assigns a PDR of B1, and a loss given default of LGD 5.
The B3 ratings also reflect the significant amount of secured debt
ahead of the subordinated notes in the capital structure.  The
subordinated notes benefit from the full guarantees of existing
and future subsidiaries.

These ratings were affected by this action:

Rating assigned:

   * $150 Million senior subordinated notes at B3, LGD5, 84%

Ratings affirmed:

   * $200 Million senior subordinated notes at B3, LGD5, 84%
   * Corporate family rating at B1
   * Probability of default rating at B1

Asbury Automotive Group. Inc. operates 114 franchises representing
33 automotive brands through the United States.  Sales were
$5.7 billion for the year ended Dec. 31, 2006.


ATTACHMATE CORP: Fitch Rates Proposed $500 Mil. Facility at B
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Seattle, Washington-based Attachmate Corp., and
revised its outlook to stable from negative.

The outlook revision reflects the company's successful
cost-cutting efforts and improved profitability.

"At the same time, we assigned our 'B' bank loan rating and '2'
recovery rating to the company's proposed new $500 million first-
lien credit facility, indicating that lenders can expect
substantial (80-100%) recovery of principal in the event of
payment default," said Standard & Poor's credit analyst David
Tsui.

Standard & Poor's assigned its 'CCC+' bank loan rating and '5'
recovery rating to the proposed $275 million second-lien term
loan, indicating that lenders can expect negligible (0-25%)
recovery of principal in the event of payment default.  All
ratings are based on preliminary offering statements and are
subject to review upon final documentation.  Funds will be used to
refinance existing debt and to fund a $280 million dividend to its
parent.

The ratings reflect Attachmate's narrow product portfolio in
mature markets, a short operating history at current profitability
levels, and increasing leverage because of the proposed, debt-
financed dividend.  These factors partly are offset by good market
share in its niche market of host access and integration software
solutions and successful cost cutting efforts in its consolidation
strategy.  Attachmate is a software services provider specializing
in host access and integration solutions and security and
performance management.  Revenues were about $370 million for the
12 months ended Dec. 31, 2006.


BEAR STEARNS: Moody's Rates Class M-10 Certificates at Ba1
----------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2007-1, and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate,
closed-end, subprime residential mortgage loans acquired by EMC
Mortgage Corporation and Master Funding, LLC. The collateral was
originated by Fieldstone Mortgage Company.  The ratings are based
primarily on the credit quality of the loans and on the protection
against credit losses provided by subordination,
overcollateralization, excess spread, and a swap agreement.
Moody's expects collateral losses to range from 5.35% to 5.85%.

EMC Mortgage Corporation will service the loans in the deal and
will also act as master servicer.  Moody's has assigned EMC its
top servicer quality rating of SQ1 as a primary servicer of
subprime residential mortgage loans.

These are the rating actions:

   * Bear Stearns Asset Backed Securities I Trust 2007-FS1

   * Asset-Backed Certificates, Series 2007-FS1

                   Class I-A-1, Assigned Aaa
                   Class I-A-2, Assigned Aaa
                   Class I-A-3, Assigned Aaa
                   Class I-A-4, Assigned Aaa
                   Class II-A, 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


BELL MICROPRODUCTS: Lenders Waive SEC 10-Q Filing Until May 31
--------------------------------------------------------------
Bell Microproducts, Inc. received waivers last Thursday in
relation to the delivery of certain of its quarterly information
and documentation until May 31, 2007, under credit agreements with
Wachovia Capital Finance Corp., Wachovia Bank, National
Association, and the Teachers' Retirement Systems of Alabama.  

On March 7, 2007, the company management provided general update
of its business at the Raymond James Institutional Investors
Conference.  Consistent with a business update provided in
January, it indicated that revenue for 2006 was about
$3.4 billion, including revenue in the fourth quarter of 2006 of
about $1 billion.

                     About Bell Microproducts

Headquartered in San Jose, California, Bell Microproducts, Inc.
(Nasdaq: BELM) -- http://www.bellmicro.com/-- is an  
international, value-added distributor of high-tech products,
solutions and services, including storage systems, servers,
software, computer components and peripherals, as well as
maintenance and professional services.  Bell is a Fortune 1000
company that has operations in Argentina, Brazil, Chile and
Mexico.


BELL MICROPRODUCTS: Has Until May 22 to Comply with Nasdaq Rules
----------------------------------------------------------------
Bell Microproducts, Inc., has received a written notice that the
NASDAQ Listing Qualifications Panel had granted the company's
request for continued listing on The NASDAQ Stock Market.  It was
given until May 22, 2007, to become current in its Securities and
Exchange Commission filings.  

However, the company said it may not be possible to complete its
SEC filings prior to May 22, 2007, and, if necessary, will
petition the NASDAQ Listing and Hearings Review Council for an
additional extension.  The company is currently completing a
review of its stock option accounting practices and restatements
of prior period financials.

                     About Bell Microproducts

Headquartered in San Jose, California, Bell Microproducts, Inc.
(Nasdaq: BELM) -- http://www.bellmicro.com/-- is an  
international, value-added distributor of high-tech products,
solutions and services, including storage systems, servers,
software, computer components and peripherals, as well as
maintenance and professional services.  Bell is a Fortune 1000
company that has operations in Argentina, Brazil, Chile and
Mexico.


BOSTON SCIENTIFIC: Amends Corporate Governance Guidelines
---------------------------------------------------------
Boston Scientific Corporation disclosed several enhancements
related to the governance of the company.

"Boston Scientific is committed to constantly improving its
corporate governance," Pete Nicholas, Chairman of the Board, said.  
"As a company, we believe in strong corporate governance
practices, which build trust and credibility with investors.  We
will continue to review our corporate governance practices in an
ongoing effort to increase the value of our company and manage our
business in the best interests of our shareholders."

         Majority Voting Standard for Director Elections

The company's Board of Directors has amended Boston Scientific's
Corporate Governance Guidelines to adopt a majority-voting
standard for the election of directors in uncontested elections.  
Under the new standard, any director nominee not elected by a
majority of votes cast will be required to tender his or her
resignation to the Board's governance committee following the
shareholder vote.  The governance committee will then consider the
tendered resignation and recommend acceptance or rejection.  The
board will act on the governance committee's recommendation no
later than 90 days following the date of the shareholders' meeting
at which the election occurred and will publicly announce whether
it accepted or rejected the resignation offer and the reasoning
behind its decision.

                      Board Recommendation

The Board is also recommending that shareholders approve at this
year's annual meeting of stockholders on May 8 an amendment to the
company's Certificate of Incorporation and Bylaws that would
declassify Boston Scientific's Board of Directors and cause each
director to be elected annually for a one-year term.  Boston
Scientific directors are currently elected to three-year terms.  
If the company's stockholders approve annual elections, current
company directors will be permitted to serve out their existing
terms and will be eligible for election to one-year terms
thereafter.

        Stock Ownership Guidelines for Company Executives

The Board has also adopted stock ownership guidelines that require
its executives to have a significant personal investment in Boston
Scientific through their ownership of company shares.  The company
set its minimum executive stock ownership guidelines:

   * Chief Executive Officer (CEO) (240,000 shares),
   * Executive Vice Presidents (EVP) (75,000 shares), and
   * Senior Vice Presidents (SVP) (20,000 shares).

The value of these shares approximate five times the CEO's base
salary, three times the EVP's base salary, and one times the SVP's
base salary.  The executives are expected to attain their
ownership target within five years from the date the guidelines
were adopted or the date of their appointment as an executive
officer, whichever is later.

                     About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--    
develops, manufactures and markets medical devices used in a broad
range of interventional medical specialties.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Moody's Investors Service affirmed Boston Scientific Corporation's
Ba1 subordinated shelf rating and Ba2 preferred stock rating.


CALPINE CORP: Can Convert $5 Billion Financing to Exit Facility
---------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court
for the Southern District of New York authorized Calpine Corp.
and its debtor-affiliates to convert the Replacement Financing
into an exit facility agreement upon satisfaction or waiver of
the conditions precedent to effectiveness for a conversion.

As reported, Judge Lifland authorized the Debtors to obtain
replacement financing of up to $5,000,000,000, pursuant to a
credit facility with Credit Suisse Securities, LLC, Goldman Sachs
Credit Partners, L.P., J.P. Morgan Securities, Inc., and Deutsche
Bank Securities, Inc., as joint lead arrangers and joint
bookrunners.

Credit Suisse is the administrative agent of the Replacement
Financing.

The Replacement Financing will be used for all purposes,
including to:

   (a) irrevocably repay in full all loans and other obligations
       outstanding under the Existing DIP Facility Documents;

   (b) repay and redeem the CalGen Secured Debt;

   (c) if the Debtors choose, pay and satisfy the CalGen
       Makewhole Payment, if any;

   (d) refinance certain subsidiary secured debt, secured lease
       obligations and existing preferred securities on the terms
       and subject to the conditions in the DIP Documents;

   (e) fund distributions to holders of prepetition unsecured
       claims under a plan of reorganization;

   (f) provide working capital for the Debtors and, to the extent
       permitted under the DIP Documents, their subsidiaries and
       for other general corporate purposes; and

   (g) pay interest, fees and expenses in accordance with the
       Replacement Financing Order.

The Court permits the Debtors to incur overdrafts and related
liabilities arising from treasury, depository and cash management
services or in connection with any automated clearing house fund
transfers provided to the Debtors, Credit Suisse, Goldman Sachs,
J.P. Morgan, and Deutsche Bank, and Eligible Permitted Commodity
Hedge Agreements and other hedging obligations permitted pursuant
under the Replacement Financing Agreement.

Credit Suisse, Goldman Sachs, J.P. Morgan and Deutsche Bank will
not be required to incur overdrafts to the Debtors or to enter
into any Swap Agreements with the Debtors.

No further Court approval will be required for the aggregate
commitments under the Replacement Financing to be increased to up
to $7,000,000,000 in connection with the Debtors' incurrence of
Incremental Term Loans, provided that prior written notice will
be provided to the Official Committee of Unsecured Creditors, the
Official Committee of Equity Security Holders and the Unofficial
Committee of Second Lien Debtholders.

Pursuant to Section 364(c)(1) of the Bankruptcy Code, all of the
DIP Obligations will constitute allowed claims against the
Debtors with priority over all administrative expenses,
diminution claims and all other claims against the Debtors.  The
Allowed Claims will be payable from, and have recourse to, all of
the Debtors' property and all of their proceeds subject only to
the payment of the Carve Out.

As security for the DIP Obligations, the Debtors grant certain
security interests and liens to the Collateral Agent for its own
benefit and the benefit of the Collateral Agent and the
Replacement Financing Lenders only in the event of the occurrence
and during the continuance of an Event of Default or a Default,
subject to the payment of the Carve Out:

   1. A valid, binding, continuing, enforceable, fully perfected
      first priority senior security interest in and lien on all
      of the Debtors' property that as of the Petition Date was
      not subject to valid, perfected and no-avoidable liens,
      provided that no Debtor will be required to pledge to the
      Collateral Agent:

         -- more than 65% of the voting capital stock of its
            direct foreign subsidiaries or any of the capital
            stock or interests of its indirect foreign
            subsidiaries if adverse tax consequences would result
            to the Borrower from that pledge;

         -- the capital stock of non-debtors Calpine Pasadena
            Cogeneration, Inc., and Calpine Texas Cogeneration,
            Inc.;

         -- the capital stock of Debtors Androscoggin Energy,
            LLC; Bethpage Energy Center 3, LLC; Calpine Canada
            Energy Finance ULC; Calpine Canada Energy Ltd.; and
            non-debtors Calpine Merchant Services Company, Inc.;
            Calpine Newark, LLC; Calpine Parlin, LLC; and CPN
            Insurance Corporation;

         -- the stock of any subsidiary that is not a Debtor
            owned by any subsidiary that becomes a Debtor after
            the Closing Date; and

         -- any of the assets of Debtors O.L.S. Energy-Agnews,
            Inc.; Broad River Energy LLC; South Point Energy
            Center LLC; Calpine Greenleaf Holdings, Inc.; Calpine
            Greenleaf, Inc.; or Calpine Monterey Cogeneration,
            Inc.

   2. A valid, binding, continuing, enforceable, fully perfected
      security interests in and liens on all of the Debtors'
      property, junior to the valid, perfected and unavoidable
      liens.

   3. A valid, binding, continuing, enforceable fully perfected
      priming security interest in and lien on all of the
      Debtors' property that is subject to the replacement liens
      granted pursuant to and under the Final Cash Collateral
      Order, senior to those replacement liens.

   4. Valid, binding, continuing, enforceable, fully perfected
      first priority senior security interests in and liens on
      all of the property of Debtor CalGen Holdings, Inc.;
      provided that until the date of entry of a final order with
      respect to the Disputed CalGen Claims, the liens granted to
      the Collateral Agent on the CalGen Property will rank
      junior to the liens related to the CalGen Secured Debt.

The DIP Liens will not be subject or subordinate to:

   (i) any lien or security interest that is avoided and
       preserved for the benefit of the Debtors and their estates
       under Section 551; or

  (ii) any liens arising after the Petition Date.

A full-text copy of the 41-page Replacement Financing Order is
available for free at:

              http://ResearchArchives.com/t/s?1b51

                   About Calpine Corporation

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  The Debtors' exclusive period to file chapter 11
plan of reorganization expires on June 20, 2007.  (Calpine
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CAPRIUS INC: Posts $787,275 Mil. Net Loss in Qtr. Ended Dec. 31
---------------------------------------------------------------
Caprius, Inc. reported a $787,275 net loss on $508,424 of total
revenues for the quarterly period ended Dec. 31, 2006, compared to
a net loss of $693,438 on $240,888 of total revenues in the same
prior year period, in its quarterly financial statements for the
three-month period ended Dec. 31, 2006.

Revenues generated from MCM product sales totaled $470,293 for the
three months ended Dec. 31, 2006 as compared to $217,282 for the
quarter ended Dec. 31, 2005.  This increase in sales is attributed
to the company's expanded penetration into several markets that
the company has been developing for its products. Consulting and
royalty income from the TDM Business, which was sold in 2002,
totaled $38,131 for the three months ended
Dec. 31, 2006 as compared to $23,606 for the quarter ended
Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed $2,287,854 in
total assets, $871,376 in total liabilities, and $1,416,478 in
stockholders' equity, compared to total assets of $2,777,020,
total liabilities of $617,529, and a stockholders' equity of
$2,159,491 at Sept. 30, 2006.  The company's accumulated deficit
widened from $77,573,234 at Sept. 30, 2006, to $78,360,509 at Dec.
31, 2006.

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?1b38

                      Going Concern Doubt

Marcum & Kliegman LLP, at New York City, raised substantial doubt
about Caprius, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Sept. 30, 2006.  The auditor pointed to the company's
recurring losses from operations.

The company continues to incur significant operating losses.  In
addition, the company is a defendant in an action seeking damages
in excess of $400,000.

In order to fund the additional cash requirements, the company
continues to pursue efforts to identify additional funds through
various funding options, including sale of our royalty income
stream and equity offerings.

           Stock Placement Completion & Appointments

As reported in the Troubled Company Reporter on Mar. 6, 2007,
Caprius Inc. completed a private placement for $2.5 million
of a newly created Series E Preferred Stock initially convertible
into 6,250,000 shares of Common Stock on Mar. 1, 2007.

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

The company also announced that as of Feb. 23, 2007, Dwight Morgan
also assumed the position of Chairman.  Additionally, the company
has appointed Roger W. Miller to the Board of Directors to fill to
a vacancy created by the resignation of Dr. Jeffrey L. Hymes.

                       About Caprius Inc.

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


CATHOLIC CHURCH: Davenport Gives Verified Statements from 3 Agents
------------------------------------------------------------------
To address the objection of Habbo G. Fokkena, the U.S. Trustee for
Region 12, the Diocese of Davenport presents verified statements
supporting the Diocese's application to employ three real estate
agents to sell its surplus properties.

The Statements are signed by Sophina Dirck of Mel Foster Co.,
Inc.; Matt Schwind of Ruhl & Ruhl Realtors, Inc.; and Andy Doyle
of Ruhl & Ruhl Commercial Company.

The Agents assert that they and their companies, among other
things:

    (a) are eligible under the Bankruptcy Code for employment for
        the purpose set forth in the Application;

    (b) do not hold or represent interest adverse to the
        bankruptcy estate and Davenport;

    (c) are "disinterested persons" as defined in Section 101(14)
        of the Bankruptcy Code; and

    (d) have not shared or agreed to share compensation for
        services, other than the employees and associates of their
        companies.  Commissions payable to other cooperating
        brokers, who are procuring cause of the sale pursuant to
        the applicable rules, are generally 40% if the gross
        commission.

                     U.S. Trustee's Objection

The U.S. Trustee for Region 12, asked the U.S. Bankruptcy Court
for the Southern District of Iowa to deny the Diocese of
Davenport's application to employ the three real estate agents.  
He said that there were inconsistencies that need to be resolved
with respect to the contracts and documents presented by the
Agents.

Among the issues that Mr. Fokkena pointed out are:

    (a) the request is not supported by the required affidavit of
        disinterestedness from the prospective Agents;

    (b) none of the contracts presented to the Court have been
        executed by the Diocese; and

    (c) there is inconsistency between the contract and the
        request.  Specifically, one contract:

        -- reflects that "the commission will be 7% of the sale
           price or $1,000, whichever is greater."  The filed
           request pegged the Agents' commission at 7% of the sale
           price;

        -- provides for a one-year listing period commencing
           Dec. 28, 2006, but there is no request for nunc pro
           tunc employment or support for the need to have the
           contract be retroactive to that date;

        -- has a provision for "like kind exchange," but an
           exchange is not requested and it is contrary to the
           concept of reorganization outlined by the Diocese; and

        -- seeks consent and authorization for a dual agency
           relationship between the Diocese and some unnamed
           purchaser, however, as a Diocese professional, the
           Agents' loyalty lies solely with the debtor-in-
           possession and should not be subject to the conflicts
           inherent in dual representation.

For these reasons, Mr. Fokkena asked the Court to deny the
request, unless (i) the required and signed affidavit of
disinterestedness accompanies the request, (ii) the commission
for the sale will be uniformly limited to 7% of the sale price,
(iii) the contracts will not commence prior to the request's
filing date, (iv) there will be no approval for negotiation or
consideration of like kind exchanges, and (v) the employment of
the Agents will be limited to Davenport only.

                  About the Diocese of Davenport

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.  

Davenport's exclusive period to file a plan expired on
Feb. 7, 2007.  Its exclusive period to solicit acceptances of
its plan will expire on April 8, 2007.  (Catholic Church
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Portland Estimation Proceeding Starts
------------------------------------------------------
The Honorable Robert E. Jones of the U.S. District Court for the
District of Oregon rules that the estimation proceeding commence
in open court on March 13, 2007, before an advisory jury.

Judge Jones notes that although the Gag Order issued by Judges
Hogan and Velure remains in effect, the proceedings will be
reported.  However, claimants with pending trials will be
excluded from the courtroom, and "all witnesses to testify will
be included under Rule 615 of the Federal Rules of Evidence."

Judge Jones directs plaintiffs to present up to two expert and
two lay witnesses, whom the "defense" can cross-examine.
Rebuttals will be brief, by live testimony or written summary, he
adds.  The defense may elect to call any witness whose testimony
is relevant to the defense of the issues to be presented to the
jury.

Two cases will be tried per day, but the parties are not
restricted to allocating one-half day to each case, Judge Jones
says.  The Federal Rules of Evidence will not apply, but counsel
is expected to present reliable and relevant evidence to the
Court.  He adds that the deliberations will not exceed one hour
and the jury need not be unanimous.  The verdicts will not be
revealed to the public until the end of all the proceedings, but
may be discussed among the lawyers and clients without disclosure
to anyone else.

According to Judge Jones, the estimation trial will be conducted
on the issue of compensatory damages and defenses.  Requests for
punitive damages will be on written submissions, and will be
decided solely by the Court.

All findings and conclusions, including the final estimation of
the claims in the proceeding, will be made public after the
completion of all jury matters and examination of materials
submitted, Judge Jones says.

Judge Jones sets the estimation trial for Ronald Rouse, holder of
Claim No. 261, and Sherry (Shelly) Ervin on March 23, 2007.

The trial for five incarcerated claimants will be on March 26,
2007, through video teleconferencing:

    Claimant                      Claim No.
    --------                      ---------
    Larry Lydell Bell, Sr.              213
    William Charles Sanders               -
    Frank Voth                    262 & 324
    Richard Coultas                     476
    Frederick Turner                    278

Judge Jones notes that the five claimants may have fellow inmates
as legal advisors to assist them during the trial.

            Estimation-Related Requests Declared Moot

Prior to Judge Jones' ruling, Claimant M.M., holder of Claim No.
317, asked the U.S. Bankruptcy Court for the District of Oregon
to make the estimation hearings open to the public, asserting
that the Court unintentionally replicates the exact dynamic of
secrecy of the Catholic Church that allowed child sexual abuse to
flourish and damage children for decades.  In addition, the
Oregonian Publishing Company, publisher of the daily newspaper,
The Oregonian, and its reporter, Ashbel Green, sought the Court's
permission to intervene in the estimation proceeding, and to
allow public access to all documents related to the hearing.

In accordance with Judge Jones' ruling of opening to the public
the estimation hearing, Honorable Elizabeth L. Perris of the U.S.
Bankruptcy Court for the District of Oregon finds the requests of
Claimant M.M., the Oregonian Publishing Company, and Ashbel
Green, as moot.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.
(Catholic Church Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


CELERO TECH: Ch. 7 Trustee Hires Citizen as Computer Professional
-----------------------------------------------------------------
Terry P. Dershaw, Esq., the Trustee appointed in Celero
Technologies, Inc.'s Chapter 7 liquidation proceeding, obtained
permission from the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to employ Citizen Holding Company, as
his computer software professional.

The firm is expected to market and sell the software contained
in the Debtor's computer servers, which were retrieved from its
former place of business in State College, Pennsylvania.  The
software has two programs (i) SimShop, and (ii) Career Point.

Edward J. DiDonato, Esq., tells the Court that the firm will
receive 10% of the sale price of the software, plus expenses.

To the best of the Trustee's knowledge the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Based in Philadelphia, Pennsylvania, Celero Technologies,
Inc., filed for chapter 11 protection on August 22, 2005 (Bankr.
E.D. Pa. Case No. 05-31273).  Amy E. Vulpio, Esq., Michelle A.
Schultz, Esq., and Robert A. Kargen, Esq., at White and Williams
LLP represent the Debtor.  When the company filed for protection
from its creditors, it listed $500,000 to $1 million in assets and
$10 million to $50 million in liabilities.  The Court converted
the chapter 11 case to a chapter 7 liquidation proceeding on
February 22, 2006.  The Court appointed Terry P. Dershaw, Esq., as
Chapter 7 trustee.  Edward J. Didonato, Esq., at Fox Rothschild
LLP, represents the Chapter 7 trustee.


CHENIERE ENERGY: 2006 Annual Net Loss Increases to $145.8 Million
-----------------------------------------------------------------
Cheniere Energy, Inc. reported a net loss of $145.85 million for
the year ended Dec. 31, 2006, as compared with a net loss of
$29.53 million for the year ended Dec. 31, 2005.  Total revenues
for the year 2006 were $2.37 million, as compared with total
revenues of $3 million a year earlier.

The company incurred total operating costs and expenses of
$78.24 million in 2006, as compared with $55.56 million in 2005.  
Loss from operations in 2006 was $75.87 million, as compared with
$52.56 million in 2005.

In 2006, the company also incurred loss on early extinguishments
of debt of $43.15 million, derivative loss of $20 million and
interest expense of $53.96 million.  It had zero loss on early
extinguishments of debt, derivative gain of $837,000, and an
interest expense of $17.52 million in 2005.

As of Dec. 31, 2006, the company had total assets of $2.6 billion
and total liabilities of $2.46 billion, resulting to total
stockholders' equity of $143.24 million.  It also reported an
accumulated deficit of $247.14 million in 2006, as compared with
$101.28 million in 2005.

As of Dec. 31, 2006, the company had a working capital of
$767 million, of which $355.8 million was restricted cash, and
contractual obligations of $3.57 billion.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b48

                    About Cheniere Energy, Inc.

Based in Houston, Texas, Cheniere Energy, Inc. (AMEX: LNG) --
http://www.cheniere.com/-- operates a network of three,  
100-percent owned, onshore LNG receiving terminals, and related
natural gas pipelines, along the Gulf Coast of the U.S.  The
company is in the early stages of developing a business to market
LNG and natural gas.  To a limited extent, it is also engaged in
oil and natural gas exploration and development activities in the
Gulf of Mexico.  The company operates four business segments, LNG
receiving terminal; natural gas pipeline; LNG and natural gas
marketing; and oil and gas exploration and development.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy, Inc. and affirmed its 'BB'
rating on the $600 million term B bank loan at Cheniere LNG
Holdings LLC, an indirectly owned, 100% subsidiary of Cheniere
Energy.  The outlook is stable.


CILCORP INC: Moody's Pares Senior Debt's Rating to Ba2 from Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded these ratings:

   *  Ameren Corporation

      -- Issuer Rating to Baa2 from Baa1

   * Union Electric Company dba AmerenUE

      -- Issuer Rating to Baa1 from A3

   * Central Illinois Public Service Company dab AmerenCIPS

      -- Issuer Rating to Ba1 from Baa3

   * CILCORP Inc.

      -- senior unsecured to Ba2 from Ba1;

   * Central Illinois Light Company's dba AmerenCILCO

      -- Issuer Rating to Ba1 from Baa2

   * Illinois Power Company dba AmerenIP

      -- Issuer Rating to Ba1 from Baa3

A Corporate Family Rating of Ba1 and a Probability of Default
Rating of Ba1 was assigned to CILCORP.  

The ratings of Ameren, Central Illinois Public Service, CILCORP,
Central Illinois Light, and Illinois Power remain on review for
possible further downgrade.  

Moody's placed Ameren's Prime-2 short-term rating for commercial
paper on review for possible downgrade.  The ratings of Union
Electric are no longer on review, although the rating outlook is
negative.  The rating of AmerenEnergy Generating Company is
unchanged and remains on review for possible downgrade.

The downgrade of the ratings of Ameren, Central Illinois Public
Service, CILCORP, Central Illinois Light, and Illinois Power is
prompted by the passage of rate freeze legislation by both the
Illinois House and by a committee of the Illinois Senate last week
and the growing support for a rate freeze in both chambers.  

On March 6, 2007, the Illinois House approved, by an overwhelming
92-5 majority, legislation supporting the roll back of electric
rates to 2006 levels and the enactment of a three year rate freeze
through 2010.  While rate freeze legislation had up until now not
had widespread support in the Senate and the President of the
Senate had voiced his opposition to a rate freeze,
on March 8, 2007, the Senate Environment and Energy Committee
voted by a unanimous 11-0 vote to support a bill specific to
Ameren that would roll back rates to 2006 levels and freeze rates
for at least six months.  This bill is likely to be introduced
into the entire Senate shortly.

"Although an acceptable rate phase-in solution may still be
possible, the increasing support for a rate freeze and the
continued political intervention in the utility regulatory process
in Illinois has increased credit risk for investors and is no
longer supportive of investment grade senior unsecured ratings",
said Michael G. Haggarty, Vice President and Senior Credit
Officer.

Moody's believes that future distribution rate increase requests
may be met with less constructive responses from state regulators
due to the ongoing controversy over Ameren's relatively high rate
increases.  The ratings remain on review for possible further
downgrade since the passage and enactment of rate freeze
legislation could result in additional downgrades of the ratings
of Ameren's Illinois utility subsidiaries well into speculative
grade.

The downgrade of the ratings of Union Electric is prompted by
higher costs at that utility, lower financial metrics, and a
continued challenging regulatory environment in Missouri, most
recently illustrated by the Missouri Public Service Commission
staff's recommendation that Union Electric's annual electric
revenues be reduced by between $136 and $168 million, compared to
the utility's request for a $360 million rate increase.  

Although the MPSC is not expected to rule on the case until later
this year and may come to a more constructive decision than the
staff recommendation, the large differential between the staff
recommendation and utility's request makes it unlikely that
AmerenUE will obtain sufficient rate relief to maintain financial
ratios consistent with its former rating category.

"The ratings downgrade reflects increased cost pressures at Union
Electric, including for environmental compliance, coal and coal
transportation costs, transmission and distribution system and
other energy infrastructure investments, and other expenses, that
are unlikely to be offset by sufficiently higher rates", said
Haggarty.

The lower rating also reflects Moody's expectation that Ameren may
have to rely more on Union Electric for upstreamed dividends if
rate freeze legislation is passed and enacted in Illinois,
severely restricting dividends from the other Ameren utility
subsidiaries.  The rating outlook of Union Electric is negative
due to anticipated continued cost pressures at the utility, the
uncertain outcome of the utility's pending Missouri rate case, the
ongoing uncertainty with regard to its affiliate utilities in
Illinois and their ability of Ameren's Illinois subsidiaries to
provide dividends to the parent going forward.

The downgrade of parent company Ameren considers the challenging
political and regulatory environment facing the company in both of
its jurisdictions and the importance of the three Illinois utility
businesses to its consolidated financial profile.  The Illinois
utilities make up nearly half of Ameren's total utility business
and any material financial deterioration of those subsidiaries is
expected to severely limit upstreamed dividends to the parent,
which will increase the reliance of the parent on Union Electric
to meet parent company interest and dividend obligations.

Ratings downgraded and remaining under review for possible
downgrade include:

   * Ameren's senior unsecured debt and Issuer Rating to Baa2 from
     Baa1;

   * Central Illinois Public Service Company's senior secured to
     Baa3 from Baa2, Issuer Rating to Ba1 from Baa3, and preferred
     stock to Ba3 from Ba2;

   * Illinois Power Company's senior secured debt to Baa3 from
     Baa2, Issuer Rating to Ba1 from Baa3, and preferred stock to
     Ba3 from Ba2.

Ratings downgraded and assigned a negative outlook include:

   * Union Electric Company's senior secured debt to A3 from A2,
     Issuer Rating to Baa1 from A3, and preferred stock to Baa3
     from Baa2.

Ratings downgraded/assessments assigned:

   * CILCORP, Inc.'s senior unsecured debt to Ba2, LGD5, 80% from
     Ba1;

   * Central Illinois Light Company's senior secured debt to Baa2,
     LGD2, 13% from Baa1; and Issuer Rating to Ba1 from Baa2;

Ratings affirmed/assessments assigned:

   * Central Illinois Light Company's preferred stock at Ba1,
     LGD4, 54%.

Ratings assigned:

   * CILCORP Corporate Family Rating at Ba1;

   * CILCORP Probability of Default Rating at Ba1;

Ratings placed under review:

   * Ameren's Prime-2 short-term rating for commercial paper.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company, Central Illinois Public Service Company,
CILCORP Inc., Central Illinois Light Company, Illinois Power
Company, and AmerenEnergy Generating Company.


CITATION CORP: Files Chapter 22 to Implement Debt-to-Equity Plan
----------------------------------------------------------------
Citation Corp. filed Monday its for chapter 11 protection with the
U.S. Bankruptcy Court for the Northern District of Alabama.  This
is the company's second bankruptcy along.

The company and 19 of its affiliates previously filed for
bankruptcy on Sept. 18, 2004.

As previously reported in the Troubled Company Reporter, Citation
emerged from its first bankruptcy in late May 2005 with a
confirmed chapter 11 plan that aimed to wipe $340 million of debt
from the company's balance sheet and trim debt obligations from
$550 million to $210 million.

In its second filing, nine of its affiliates were included.

Under its second filing, the company plans to convert $160 million
of debt into shares, the Birmingham News reports.  Another $30
million of debt will be payable in 2013.

Birmingham News relates that according to Citation, 95% of
creditors and investors had approved its plan.  The bankruptcy
filing was done in order to obtain participation from the
remaining 5%.

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
previously filed for protection on Sept. 18, 2004 (Bankr. N.D.
Ala. Case No. 04-08130).  Michael Leo Hall, Esq., and Rita H.
Dixon, Esq., at Burr & Forman LLP, represented the Debtors in
their first bankruptcy. Judge Tamara O. Mitchell confirmed the
company's Second Amended Joint Plan of Reorganization on May 18,
2005.


CITATION CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Citation Corporation
        2700 Corporate Drive, Suite 100
        Birmingham, AL 35242

Bankruptcy Case No.: 07-01153

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Citation Foundry Corporation             07-01154
      Citation Camden Casting Center, Inc.     07-01155
      Skokie Castings, Inc.                    07-01156
      Interstate Southwest Ltd.                07-01157
      Citation Wisconsin Forging, LLC          07-01158
      Texas Foundries Ltd                      07-01159
      TSC Texas, LLC                           07-01160
      ISW Texas Corporation                    07-01161
      Texas Steel Corporation                  07-01162

Type of Business: The Debtors design, develop and manufacture  
                  cast, forged and machined components for the      
                  capital and durable goods industries, including    
                  the automotive and industrial markets.  Citation
                  uses aluminum, steel, gray iron, and ductile
                  iron as the raw materials in its various
                  manufacturing processes.
                  See http://www.citation.net/

                  This is the second time the Debtors filed for
                  bankruptcy.  Citation Corp. and 19 of its
                  debtor-affiliates filed for chapter 11
                  protection between Sept. 18, 2004 and
                  Dec. 7, 2004 (Bankr. N.D. Ala. Case No. 04-08130
                  through 04-10781).

Chapter 11 Petition Date: March 12, 2007

Court: Northern District of Alabama (Birmingham)

Judge: Tamara O. Mitchell

Debtors' Counsel: Caroline A. Reckler, Esq.
                  Josef S. Athanas, Esq.
                  Latham & Watkins LLP
                  233 South Wacker Drive, Suite 5800
                  Chicago, IL 60606
                  Tel: (312) 876-7700
                  Fax: (312) 993-9767

                        -- and --

                  Marc P. Solomon, Esq.
                  Michael Leo Hall, Esq.
                  Burr & Forman, LLP
                  3100 SouthTrust Tower
                  420 North 20th Street
                  Birmingham, AL 35203
                  Tel: (205) 251-3000
                  Fax: (205) 458-5100

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Citation Corporation                        $10,000,000
General Unsecured Trust
Hasbrouck Haynes, Jr.
Two North 20th Street, Suite 550
Birmingham, AL 35203

David Joseph Company                         $1,661,848
Donna Buckmaster
P.O. Box 632960
Cincinnati, OH 45263

DXP                                          $1,365,122
Heather Hernandez
P.O. Box 201791
Dallas, TX 75320-1791

Beck Aluminum Alloys                         $1,055,047
Jim Verage
P.O. Box 785011
Philadelphia, PA 19178-5011

Champion Energy Services LLC                   $597,932
Wells Fargo Bank
Routing 121000248
1221 McKinney Street, Suite 3010
Houston, TX 77010

Levand Steel & Supply Corporation              $533,947
Christopher Metcalf
1849 Crestwood Boulevard
Irondale, AL 35210-2049

Lockton Companies                              $492,392
444 West 47 Street, Suite 900
Kansas City, MO 64112-1906

Foundry Systems International                  $432,448
5159 South Prospect Street
Ravenna, OH 44266

Consolidated Mill Supply Inc.                  $428,278
Michelle Mendenahll
1901 North Roselle Road, Suite 800
Schaumburg, IL 60195

Alabama Power Company                          $415,729
P.O. Box 11407
Birmingham, AL 35246-0201

American Colloid Company                       $332,737
Lori Symcak (Cal)
Northwest 5020
P.O. Box 1450
Minneapolis, MN 55485-5020

Progress Energy Carolinas Inc.                 $326,291
P.O. Box 1511
Cash Management
Raleigh, NC 27698

Rex Heat Treat                                 $262,660
Mel Ostrander
P.O. Box 270
Lansdale, PA 19446

Alfe Heat Treating, Inc.                       $213,834

P&E Machine Company Inc.                       $176,950

Redco Machine, Inc.                            $151,938

Glenridge Machine Co.                          $146,169

Canfield & Joseph Inc.                         $140,161

GTL Precision Pattern Inc.                     $138,030

Samuels Recycling Co.                          $118,487


CLECO CORP: Net Income Decreases to $74.5 Million in 2006
---------------------------------------------------------
Cleco Corp. reported total operating revenues of $1 billion for
the fiscal year ended Dec. 31, 2006, up from $920.15 million for
the fiscal year ended Dec. 31, 2005.  Amid higher revenues, the
company's net income for fiscal 2006 decreased to $74.59 million
from $182.64 million for fiscal 2005.

The annual net loss in 2006 was attributed to the lower equity
income generated from investees, which totaled $24.24 million, as
compared with $218.44 million a year earlier.  Lower income from
investees was primarily due to decreases in equity earnings of
$173.3 million at Perryville, $13.6 million at Acadia Power
Holdings LLC and $7.9 million at Evangeline.  These decreases were
partially offset by earnings of $900,000 at Attala.  

The decrease in equity earnings at Perryville primarily was
attributable to the absence in 2006 of the sale of its generating
assets and the sale of the Mirant bankruptcy claims, which were
reintegrated on Cleco Corp.'s Consolidated Statements of Income
during 2005.  The decrease at Acadia Power Holdings was primarily
due to continuing losses related to Calpine's failure to perform
under the tolling agreements and the expensing of certain
combustion turbine parts during 2006.

Total interest charges were $44.27 million in 2006, as compared
with $40.35 million in 2005.  The company paid $42.05 million in
federal and state income taxes in 2006, as compared with
$115.95 million in 2005.

At Dec. 31, 2006, the company's balance sheet showed $2.46 billion
in total assets, $1.56 billion in total liabilities, resulting to
$896.22 million in total stockholders' equity.

The company listed accumulated other comprehensive loss of $9.31
million in 2006, up from $4.13 million a year earlier.

                          Credit Facility

Cleco Corp. and Cleco Power amended their existing credit
facilities in June 2006.  If Cleco Corp. was to default under
covenants in its various credit facilities, it would be unable to
borrow additional funds under the credit facilities.

If Cleco Corp.'s credit rating were to be downgraded one level
below investment grade, it would be required to pay fees and
interest at a rate of 0.45 percent higher than the current level
for its $150 million credit facility.  The same downgrade at Cleco
Power would require Cleco Power to pay fees and interest at a rate
of 0.7 percent higher than the current level on its $275 million
credit facility.

At Dec. 31, 2006, Cleco Corp. and Cleco Power were in compliance
with the covenants in their credit facilities.

The company had no short-term debt outstanding at Dec. 31, 2006,
or Dec. 31, 2005.  At Dec. 31, 2006, its long-term debt
outstanding was $619.3 million, as compared with $609.6 million
a year earlier.

                         About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. (NYSE:CNL) --
http://www.cleco.com/-- is a regional energy services holding   
company that conducts substantially all of its business operations
through its two principal operating business segments, Cleco Power
LLC and Cleco Midstream Resources LLC.

Cleco Power is an integrated electric utility services subsidiary
which also engages in energy management activities.  Cleco
Midstream is a merchant energy subsidiary that owns and operates a
merchant generation station, invests in a joint venture that owns
and operates a merchant generation station, and owns and operates
transmission interconnection facilities.

                           *     *     *
                
In March 2003, Moody's Investors Service assigned a Ba2 rating to
Cleco Corp.'s Preferred Stock.


CMS ENERGY: Fitch Raises Preferred Stock's Rating to B from B-
--------------------------------------------------------------
Fitch has taken various rating actions on CMS Energy Corp. and its
utility subsidiary, Consumers Energy Co., including upgrading the
Issuer Default Ratings for both companies, as well as raising the
individual issue ratings for Consumers.  The senior secured bank
loan and senior unsecured debt ratings for CMS have been affirmed.
Approximately $6.6 billion of debt is affected.  A complete list
of the ratings actions is shown below.

Fitch has upgraded and removed these ratings from Rating Watching
Positive:

CMS:

   -- IDR to 'BB-' from 'B+'; and
   -- Preferred Stock to 'B' from 'B-'.

Consumers Energy:

   -- IDR to 'BB+' from 'BB-';
   -- Senior secured debt to 'BBB' from 'BBB-';
   -- Senior unsecured debt to 'BBB-' from 'BB'; and
   -- Preferred stock to 'BB+' from 'BB-'.

CMS Energy Trust I

   -- Preferred stock to 'B' from 'B-'.

Consumers Energy Financing I

   -- Preferred stock to 'BB+' from 'BB-'.

Fitch also affirms and removes these ratings from Rating Watch
Positive:

CMS:

   -- Senior secured bank loan at 'BB+'; and
   -- Senior unsecured debt at 'BB-'.

Fitch's withdrawals:

Consumers Energy

   -- Secured second lien bank loan at 'BB+'.

The Rating Outlook for all ratings is Positive.

In accordance with Fitch's published methodology, the Recovery
Ratings on all issues of CMS will no longer be published.

The new ratings reflect CMS's reduced business risk profile as it
exits several international businesses and sharpens its focus on
the utility operations at Consumers.  

The ratings also reflect the still high consolidated leverage with
a substantial portion of the total debt issued at the parent
company level.  Fitch notes that including the recently announced
asset sales, CMS will have raised proceeds of more than $4 billion
in asset divestitures.  This will enable the company to reduce
parent level debt by approximately $2.5 billion and improve the
utility's common equity ratio to about 50%.  Following the
completion of pending asset sales, CMS's business mix will change
from 70%/30% regulated/unregulated to approximately 90%/10%
regulated/unregulated.  Management has indicated that it does not
intend to significantly expand the unregulated operations going
forward.  Any unregulated assets that are retained will be focused
on domestic assets only.

The upgrades resolve the Rating Watch Positive, where the issuers
were placed on Feb. 7, 2007, following CMS's report that it had
reached an agreement to sell the international assets of its
subsidiary CMS Generation Co. to Abu Dhabi National Energy Company
for $900 million, including the assumption of $104 million of
debt.

The sales of these assets, as well as recently announced asset
divestitures in Latin America for $286 million, are viewed by
Fitch as favorable for credit quality.  While CMS will no longer
benefit from the earnings from the international assets,
consolidated business risk would be significantly lowered as a
result of the transactions.  Additionally, CMS's credit metrics
and capital structure are projected by Fitch to improve following
the paydown of parent company debt with a portion of the proceeds,
as well as the absence of related CMS Generation Co. debt, parent
overhead and interest expense.

The Positive Outlook for CMS takes into consideration Fitch's
expectation that once the reported asset sales are closed, and
more than half of the proceeds are used to pay down parent company
debt, CMS's consolidated credit metrics will improve significantly
starting in 2008.  If the additional asset sales that are
contemplated in Latin America come to fruition, this would also
benefit the company's credit profile.

Furthermore, the Positive Outlook reflects Fitch's expectation
that the company will continue to benefit from the stable cash
distributions from Consumers and maintain its current business
strategy of focusing growth on regulated utility operations.
Equity investments by CMS into Consumers using a portion of the
asset sales proceeds will help fund investments that will grow the
rate base.

Due to the improvement at CMS, the new ratings for Consumers are
now more reflective of the utility's standalone credit quality.
The company benefits from sound electric and gas operations, as
well as solid credit metrics, with stable and predictable cash
flows.  Rating concerns include exposure to the sluggish Michigan
economy and the risk of an adverse outcome in the pending gas rate
case or future regulatory proceedings.

The Positive Outlook for Consumers takes into consideration
forecasted improvement in credit ratios and lower operating risk
following the sale of the Palisades nuclear plant.  In addition,
the rating and Rating Outlook assume the utility receives
reasonable outcomes in its upcoming gas and planned electric rate
cases in Michigan.  The $300 million secured second lien bank loan
has been terminated and as such, the rating is withdrawn.

CMS is a utility holding company whose primary subsidiary is
Consumers, a regulated electric and gas utility serving customers
in the Lower Peninsula of Michigan.  CMS also has operations in
natural gas pipelines and independent power production.


CNH GLOBAL: Good Performance Prompts Moody's Stable Outlook
-----------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating of CNH Global NV
and changed the outlook to stable from negative.  These rating
actions recognize the progress the company has made in
reestablishing a more globally competitive business position, and
in strengthening its return and credit metrics.

Moody's anticipates that during 2007 the company will continue to
improve its operating efficiencies, and will benefit from the more
coordinated brand positioning of its Case and New Holland lines of
agricultural and construction equipment.

The rating agency also expects that overall demand levels in the
global market for farm and construction equipment will remain near
the healthy levels exhibited during 2006.  These solid demand
characteristics, in combination with improving operating
efficiencies, should enable CNH to generate further improvement in
key credit metrics.

As these metrics continue to improve, CNH will also benefit from
the relationship with its parent, Fiat SpA, which owns 90% of the
company.  During February, Fiat's debt rating was raised to Ba2
with a positive outlook from Ba3, and the company maintains strong
liquidity.  

Moody's believes that the strengthened credit profile of Fiat,
combined with the considerable strategic and financial ties
between the two companies, afford a degree of lift to the CNH
rating.  This relationship helps to mitigate the fact that CNHs'
credit metrics, although improving, remain weak for the Ba3 level.

Bruce Clark of Moody's said, "CNH is beginning to harvest the
long-awaited benefits of the merger of the Case and New-Holland
operations.  Excess capacity has largely been eliminated, efforts
to improve asset utilization are continuing, and the product
development and marketing initiatives of the Case and New-Holland
brands are being managed in a more efficient manner."

Clark went on to say, "Although many of CNH's key metrics remain
weak for the Ba3 rating, the company's credit profile will become
more supportive of the current rating if it continues to
effectively execute the operating and marketing initiatives it has
put in place."

CNH's credit metrics have risen gradually, but steadily, from the
very weak levels generated during 2003.  The progression of key
ratios from 2003 to 2006 has included: EBIT margin from 1.2% to
4.2%; EBIT/Interest from 0.3x to 1.3x; debt/EBITDA from 16x to
5.7x; and retained cash flow to debt from negative 1.8% to
positive 11.3%.  

Notwithstanding this progress, Moody's believes that these metrics
will need to show further improvement if CNH is to solidify its
position at the Ba3 rating level and narrow the competitive gap
relative its key global competitors.  An important step in
addressing this competitive gap has been CNH's ability to stem its
loss of market share in important product and geographic segments.

The key long-term risk confronting CNH remains the cyclicality of
its markets. Although Moody's expects demand levels to remain
healthy during 2007, it will be critical for the company to
capitalize on this favorable demand period by continuing to
solidify its competitive position.  Failing to further strengthen
its operating fundamentals and competitive position during this
up-phase of the cycle could compromise the company's ability to
adequately contend with an eventual downturn.

Moody's believes that CNH's large financial services operation is
an important contributor to the company's competitive position and
its credit profile.  Within the context of the Ba3 rating, these
financial service operations have appropriate asset quality and
capitalization characteristics -- debt/equity approximates 7.6:1;
EBIT/interest is almost 2x; and past due and charge-off levels
reflect reasonable underwriting standards.

Moody's also believes that the liquidity position of CNH's fully
consolidated operations is adequate to cover all debt obligations
coming due during the coming twelve months.  These maturing
obligations approximate $2.3 billion.  Key sources of liquidity
include: $1.2 billion in cash and equivalents; about $500 million
in deposits with Fiat SpA; and, approximately $400 million in
committed credit lines that are shared with Fiat.

In addition, about $438 million of the $2.3 billion in CNH
obligations that mature during the next twelve months are due to
Fiat. Moody's expects that the maturity of these obligations would
likely be extended if needed.  Given the improving credit profile
of Fiat and the strategic importance of CNH to its parent, Moody's
believes that the CNH liquidity sources that are tied to Fiat
represent a reliable source of funds.  Moody's also notes that
CNH's financial service operations have a proven ability to access
the securitization markets.

CNH Global N.V., headquartered in the Netherlands, is a leading
global producer of agricultural and construction equipment.


COLEMAN CABLE: Copperfield Deal Prompts Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Coleman Cable,
Inc. under review for possible upgrade following the report that
it has agreed to acquire all of the equity interests in
Copperfield, LLC for $213 million in a debt financed transaction.

Copperfield is one of North America's largest private fabricators
and insulators of copper electrical wire and cable.

During its review, Moody's will focus on:

   * the acquisition's impact on Coleman's customer, end-market
     and product diversification, scale, purchasing power and
     potential operating expense synergies,

   * the structure and terms of debt financings to be used to fund
     the Copperfield acquisition,

   * the impact of copper prices on the combined company's
     liquidity, earnings and cash flow and

   * Coleman's post-acquisition leverage and management's plan for
     de-levering.

The review for upgrade incorporates the rating agency's
expectation that both Coleman and Copperfield generated strong
cash flows in the fourth quarter of 2006, given the improved
copper pricing environment when compared to the previous quarter.

Also, the review recognizes the improved capital structure and
liquidity of Coleman following its $115 million private placement
of common stock in October 2006, which are currently traded on the
NASDAQ Global Market.  The proceeds of the private placement were
used to reduce debt by $53 million and repurchase existing shares
totaling $61 million.  This review will be concluded after public
disclosure of the financing arrangements for the transaction and
filing of the company's 10-K.

These ratings have been placed under review for possible upgrade:

   -- B2 Corporate Family Rating
   -- B2 Probability of Default Rating
   -- B3 Senior Unsecured Rating
   -- SGL-3 Speculative Grade Liquidity Rating

Coleman Cable, Inc., headquartered in Waukegan, Illinois, is a
leading manufacturer and innovator of electrical and electronic
wire and cable products for security, sound, telecommunications,
and electrical, commercial, industrial and automotive industries.
Pro-forma revenue for the combined company is expected to exceed
$940 million in 2006.


COLLINS & AIKMAN: Executive Vice President Maryann Wright Resigns
-----------------------------------------------------------------
In a Form 8-k filing with the Securities and Exchange Commission,
Collins & Aikman Corp. made known the resignation of MaryAnn
Wright from her position as executive vice president for
Engineering, Design and Product Development, effective Feb. 28,
2007.

Collins and Ms. Wright entered into a separation agreement that
provides Ms. Wright:

    -- $108,750 cash severance payment, less applicable
       withholding taxes; and

    -- the opportunity to elect continuation coverage under the
       group medical and dental benefit plans, or COBRA coverage.

Subject to certain exceptions, Ms. Wright has agreed not to
disclose confidential information of the Company and not to
solicit or hire Collins employees until Sept. 30, 2007.

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.  

The Debtors' disclosure statement explaining their First Amended
Joint Chapter 11 Plan was approved on Jan. 25, 2007.
(Collins & Aikman Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


COLLINS & AIKMAN: Three Parties Object to Examiner Appointment
--------------------------------------------------------------  
Collins & Aikman Corp. and its debtor-affiliates, the Official
Committee of Unsecured Creditors, and JPMorgan Chase Bank, N.A.,
agent for the Debtors' senior, secured prepetition lenders oppose
the appointment of an examiner at this late stage in the Debtors'
Chapter 11 cases.

The U.S. Trustee, nearly four months since a lone creditor
requested a fee examiner, and without contacting the Debtors or
any the major constituency, came to the bewildering conclusion
that an examiner is necessary in the Debtors' Chapter 11 cases,
notes Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
representing the Debtors.

The Debtors have managed their cases through a transparent
process in which the Debtors confronted all significant business,
financial, strategic and tactical issues hand-in-hand with their
major creditor constituencies.  Each of the Debtors' major
constituencies was kept advised of the Debtors' progress and
financial performance, Mr. Schrock asserts.

As the U.S. Bankruptcy Court for the Eastern District of Michigan
and parties-in-interest are well aware, the Debtors always
maintained the sale option as part of their dual-track strategy
and even maintained the option to sell in the Debtors' August 2006
Plan of Reorganization, Mr. Schrock points out.

The U.S. Trustee, without so much as a telephone call at any time
during the Debtors' Chapter 11 cases to express concern or to
request any information with respect to the Debtors' financial
situation, other the monthly operating reports, or the direction
of the cases, now seeks to expand the allegations made by Third
Avenue Value Fund, without any knowledge of basis whatever for
doing so, Mr. Schrock argues.

The U.S. Trustee has waived its right to now obtain an examiner
as a result of its inactivity and silence throughout the cases,
Mr. Schrock maintains.

Moreover, the U.S. Trustee's request is an abuse of discretion
that, among other things, has the potential to rack up
substantial costs; does not even consider how the examiner would
be paid; and threatens to derail a Chapter 11 plan that forms the
basis to sell the Debtors' assts, maximize value of the assets
and job preservation, ensure orderly parts production, and emerge
from bankruptcy, Mr. Schrock asserts.

The appointment of an examiner at this stage of the Debtors'
Chapter 11 proceedings lacks any good faith purpose and could
impair creditor recoveries, Alexis Freeman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, representing the Creditors
Committee, adds.

Mr. Freeman points out that the U.S. Trustee's request is
unsupported by the facts in the Debtors' Chapter 11 cases and
applicable law.  The U.S. Trustee has failed to cite any
precedent that Section 1104 of the Bankruptcy Code mandates the
appointment of a fee examiner, if requested.

The Debtors, Creditors Committee and JPMorgan believe that if the
Court should find that the appointment of an examiner is
necessary, the examiner should be a fee examiner, and that any
review performed by a fee examiner should be limited in scope to
the review of final fee applications and limited to matters that
are particular areas of concern.

JPMorgan requests that should a fee examiner be appointed, the
Court select one or more of the independent third-party
professionals it recommended in its statement.

            KZCS and Boken Prefer Fee Objection Process

KZC Services, LLC, and John R. Boken relate that at the time the
Debtors filed for Chapter 11, they faced a severe liquidity
crisis, operational dysfunction, and management deficiencies.

It was impossible to determine at the outset what the Debtors'
value was or whether they could successfully reorganize as a
stand-alone enterprise, Deborah Kovsky-Apap, Esq., at Pepper
Hamilton LLP, in Detroit, Michigan, says.  However, many parties-
in-interest, including Third Avenue Value Fund, the primary
proponent for a fee examiner, encouraged the Debtors to try to
find out.  Third Avenue believed that the only way it would
achieve a meaningful recovery was for the Debtors to reorganize
as stand-alone entities, she adds.

Ms. Kovsky-Apap states that all significant actions by the
Debtors were undertaken as part of a highly transparent process,
with full disclosure of the risks to the creditors and
consensually with the support of the Debtors' principal creditor
constituencies.

Ultimately, the risks associated with the Debtors' stand-alone
reorganization in the current industry environment became
unacceptable to the secured prepetition lenders.  With KZCS' and
Boken's assistance, the Debtors and their primary constituencies
determined that a sale scenario, which affords a level of
certainty, would provide the best opportunity for recovery to
creditors and was, therefore, the preferred option.

All parties have been fully aware, at all times, of the scope of
KZCS' and Boken's activities and the need for and their benefit
to the Debtors' estates, Ms. Kovsky-Apap tells the Court.  KZCS
and Boken object to insinuations that the Debtors' professionals
somehow should have possessed or communicated more information
regarding the Debtors' conditions and prospects.

Ms. Kovsky-Apap asserts that appointment of a fee examiner at
this late stage, on the eve of the confirmation of the Debtors'
Plan, is unnecessary and unfair.  Appointment of an uninformed
fee examiner, who has not had the benefit of living through the
myriad challenges of the Debtors' Chapter 11 cases, will increase
the estates' costs and administrative burden; delay the
conclusion of the cases; wrongly subject estate professionals to
retroactive rules, 20/20 hindsight and results-based fee reviews;
and will likely be more contentious, costly and disruptive to the
balance of the effort to maximize recoveries than the fee
objection process, she points out.

KZCS and Boken believe that the better approach is to allow the
Court and the parties-in-interest who have participated at every
stage of the complex cases to continue to evaluate the
professional fees through normal fee objection process.

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.  

The Debtors' disclosure statement explaining their First Amended
Joint Chapter 11 Plan was approved on Jan. 25, 2007.
(Collins & Aikman Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


COLORADO-COLONIE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Colorado-Colonie Properties, LLC
        1288 West Genesee Street
        Syracuse, NY 13204

Bankruptcy Case No.: 07-30483

Chapter 11 Petition Date: March 12, 2007

Court: Northern District of New York (Syracuse)

Debtor's Counsel: Amy B. Egitton, Esq.
                  Scolaro, Shulman, Cohen, Fetter, et al.
                  507 Plum Street, Suite 300
                  Syracuse, NY 13204
                  Tel: (315) 471-8111
                  Fax: (315) 425-3617

Total Assets: $1,150,000

Total Debts:  $2,914,224

List of Creditors Holding Unsecured Nonpriority Claims:

   Entity                                           Claim Amount
   ------                                           ------------
   N.Y. Business Development Corp.                      $941,994
   P.O. Box 738
   Albany, NY 12201-0738

   Empire State CDC                                     $686,125
   P.O. Box 738
   Albany, NY 12201-0738

   John E. Gazda                                        $313,377
   1288 West Genesee Street
   Syracuse, NY 13204

   Port & Company                                           $350
   5738 Commons Park Drive
   West Syracuse, NY 13207


COMMUNICATIONS CORP: Will Sell Some Television Stations to Lenders
------------------------------------------------------------------
Communications Corp. of America and White Knight Holdings Inc.
reached an agreement with secured lenders on procedures for
selling some of the stations, Bill Rochelle of Bloomberg News
reports.

According to the report, the Debtors previously sought authority
from the U.S. Bankruptcy Court for the Western District of
Louisiana to sell stations in Shreveport; the Texas cities of
Brownsville, El Paso and Odessa; and Evansville, Indiana.

The stations to be sold under the agreement with the lenders have
not been identified, the source said.

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.

White Knight entered into commercial inventory agreements, joint
sales agreements, and shared services agreements with
Communications Corporation of America.  However, both entities are
independent companies and are not affiliates of each other.  Along
with Communications Corp., White Knight operates around 23 TV
stations.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  R. Patrick Vance, Esq., and Matthew T. Brown,
Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
LLP, represents White Knight and its debtor-affiliates in their
restructuring efforts.  White Knight and its debtor-affiliates'
chapter 11 cases are jointly administered under Communication
Corporation of America's chapter 11 case.

When the Debtors sought protection from their creditors, they
estimated less than $50,000 in assets and estimated debts between
$100,000 and $500,000.

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller, Draper, Hayden,
Patrick & Horn, LLC, represents Communications Corporation and its
debtor-affiliates.  Taylor, Porter, Brooks & Phillips LLP serves
as counsel to the Official Committee of Unsecured Creditors.  When
Communications Corporation and its debtor-affiliates filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.

In November 2006, Communications Corp. and White Knight's Chapter
11 cases were transferred to Shreveport.


CONMED CORP: Incurs $12.5 Million Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Conmed Corp. reported a net loss of $12.5 million on net sales of
$646.81 million for the year ended Dec. 31, 2006, as compared with
a net income of $31.99 million on net sales of $558.388 million
for the year ended Dec. 31, 2005.

The company recorded $46.68 million in impairment of goodwill that
increased its total expenses in 2006 to $317.44 million from
$249.27 million in 2005.

As of Dec. 31, 2006, the company listed $861.57 million in total
assets and $421.22 million in total liabilities, resulting to
$440.35 million in total stockholders' equity.

The company had cash and cash equivalents of $3.83 million as of
Dec. 31, 2006, as compared with $3.45 million in 2005.  

The company had $337.31 million in total contractual obligations
and zero capital lease obligations as of Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b44

                      Impairment of Goodwill

In September 2004, the company acquired the business operations of
the Endoscopic Technologies Division of C.R. Bard, Inc. for
aggregate consideration of $81.3 million in cash.

The transfer of the Endoscopic Technologies production lines from
C.R. Bard facilities to CONMED facilities proved to be more time-
consuming, costly and complex than was originally anticipated.

Operational issues associated with the transfer of production
lines resulted in backorders, which combined with increased
competition and pricing pressures in the marketplace have resulted
in decreased sales, lower than anticipated gross margins and
operating losses.  

As a result of these factors, during the company's fourth quarter
2006 goodwill impairment testing, the company determined that the
goodwill of its Endoscopic Technologies business was impaired.  
Consequently the company recorded an impairment charge of
$46.7 million to reduce the carrying amount of this business to
its fair value.

                        About Conmed Corp.

Headquartered in Utica, New York, Conmed Corp. (Nasdaq: CNMD) --
http://www.conmed.com/-- is a medical technology company with an   
emphasis on surgical devices and equipment for minimally invasive
procedures and monitoring.  Its products serve the clinical areas
of arthroscopy, powered surgical instruments, electrosurgery,
cardiac monitoring disposables, endosurgery and endoscopic
technologies used by surgeons and physicians in specialties like
orthopedics, general surgery, gynecology, neurosurgery, and
gastroenterology.  The company's 3,200 employees distribute its
products worldwide from several manufacturing locations.


CONSOLIDATED CONTAINER: Increases Cash Payment for Senior Notes
---------------------------------------------------------------
Consolidated Container Company disclosed that it has:

    i. received the requisite consents and tenders for the
       proposed amendments to the indentures governing the Notes,

   ii. extended the Consent Date for the Offers, and

  iii. increased the cash consideration at which it will purchase
       the Senior Subordinated Notes,

in connection with its reported tender offers and consent
solicitations to purchase for cash any and all of the outstanding
10-3/4% Senior Secured Discount Notes due 2009 of CCC and
Consolidated Container Capital Inc. and any and all of the
outstanding 10-1/8% Senior Subordinated Notes due 2009 of CCC and
Capital. As reported, the purpose of the consent solicitations is
to obtain the consent of the holders of the Notes to:

   i. eliminate substantially all of the restrictive covenants and
      significantly amend certain events of default and related
      provisions contained in the indentures governing the Notes,
      and

  ii. release the liens related to the Senior Discount Notes.

As of the close of business on Mar.8, 2007, CCC had received the
percentage of aggregate principal amount or principal amount at
maturity, as applicable, of the outstanding Notes and related
consents required to effect the Proposed Amendments and the
Proposed Lien Releases.  In connection with the receipt of the
requisite consents, CCC intends to promptly execute the
supplemental indentures governing the Notes, at which point the
supplemental indentures will be effective and all withdrawal
rights of the holders of the Notes pursuant to the Offers will
be terminated.  Holders who have not yet tendered their Notes may
tender at or prior to the Expiration Date.

Although the supplemental indentures described above will be
effective upon execution, the Proposed Amendments and Proposed
Lien Release will not become operative unless and until the Notes
tendered by the consenting holders are accepted for purchase by
CCC pursuant to the terms of the Offers.  Once the Proposed
Amendments and Proposed Lien Release become operative, they will
also be binding upon the holders of the Notes not purchased in the
Offers.

In addition, the tender offer consideration to be paid for
each $1,000 principal amount of Senior Subordinated Notes
validly tendered at or prior to the Expiration Date and
not validly withdrawn has been increased from $984 to $986.  
Accordingly, the total consideration for each $1,000 principal
amount of Senior Subordinated Notes tendered at or prior to the
Consent Date and not validly withdrawn has been increased from
$1,014 to $1,016, which includes a consent payment of $30 per
$1,000 principal amount.

                  About Consolidated Container

Headquartered in Atlanta, Georgia, Consolidated Container
Company LLC -- http://www.cccllc.com/-- develops, manufactures   
and markets rigid plastic containers for many of the largest
branded consumer products and beverage companies in the world.
The company has a network of 55 strategically located
manufacturing facilities and a research, development and
engineering center located in Atlanta, Georgia.  In addition,
the company has three international manufacturing facilities in
Canada and Mexico.  The company sells containers to the dairy,
water, juice & other beverage, household chemicals & personal
care, agricultural & industrial, food and automotive sectors.
The company's container product line ranges in size from two-
ounce to six-gallon containers and consists of single and multi-
layer containers made from a variety of plastic resins,
including high-density polyethylene, polycarbonate,
polypropylene, and polyethylene terephthalate.

                        *     *     *

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Moody's Investors Service upgraded the Corporate Family Rating of
Consolidated Container Company LLC to B2.  Concurrently, Moody's
assigned a B1 rating to the $390 million PP&E term loan facility
and a Caa1 rating to the $250 million second lien term loan
facility of CCC.  The ratings outlook was affirmed at stable.


CONSUMERS ENERGY: Fitch Lifts Senior Debt's Rating to BBB- from BB
------------------------------------------------------------------
Fitch has taken various rating actions on CMS Energy Corp. and its
utility subsidiary, Consumers Energy Co., including upgrading the
Issuer Default Ratings for both companies, as well as raising the
individual issue ratings for Consumers.  The senior secured bank
loan and senior unsecured debt ratings for CMS have been affirmed.
Approximately $6.6 billion of debt is affected.  A complete list
of the ratings actions is shown below.

Fitch has upgraded and removed these ratings from Rating Watching
Positive:

CMS:

   -- IDR to 'BB-' from 'B+'; and
   -- Preferred Stock to 'B' from 'B-'.

Consumers Energy:

   -- IDR to 'BB+' from 'BB-';
   -- Senior secured debt to 'BBB' from 'BBB-';
   -- Senior unsecured debt to 'BBB-' from 'BB'; and
   -- Preferred stock to 'BB+' from 'BB-'.

CMS Energy Trust I

   -- Preferred stock to 'B' from 'B-'.

Consumers Energy Financing I

   -- Preferred stock to 'BB+' from 'BB-'.

Fitch also affirms and removes these ratings from Rating Watch
Positive:

CMS:

   -- Senior secured bank loan at 'BB+'; and
   -- Senior unsecured debt at 'BB-'.

Fitch's withdrawals:

Consumers Energy

   -- Secured second lien bank loan at 'BB+'.

The Rating Outlook for all ratings is Positive.

In accordance with Fitch's published methodology, the Recovery
Ratings on all issues of CMS will no longer be published.

The new ratings reflect CMS's reduced business risk profile as it
exits several international businesses and sharpens its focus on
the utility operations at Consumers.  

The ratings also reflect the still high consolidated leverage with
a substantial portion of the total debt issued at the parent
company level.  Fitch notes that including the recently announced
asset sales, CMS will have raised proceeds of more than $4 billion
in asset divestitures.  This will enable the company to reduce
parent level debt by approximately $2.5 billion and improve the
utility's common equity ratio to about 50%.  Following the
completion of pending asset sales, CMS's business mix will change
from 70%/30% regulated/unregulated to approximately 90%/10%
regulated/unregulated.  Management has indicated that it does not
intend to significantly expand the unregulated operations going
forward.  Any unregulated assets that are retained will be focused
on domestic assets only.

The upgrades resolve the Rating Watch Positive, where the issuers
were placed on Feb. 7, 2007, following CMS's report that it had
reached an agreement to sell the international assets of its
subsidiary CMS Generation Co. to Abu Dhabi National Energy Company
for $900 million, including the assumption of $104 million of
debt.

The sales of these assets, as well as recently announced asset
divestitures in Latin America for $286 million, are viewed by
Fitch as favorable for credit quality.  While CMS will no longer
benefit from the earnings from the international assets,
consolidated business risk would be significantly lowered as a
result of the transactions.  Additionally, CMS's credit metrics
and capital structure are projected by Fitch to improve following
the paydown of parent company debt with a portion of the proceeds,
as well as the absence of related CMS Generation Co. debt, parent
overhead and interest expense.

The Positive Outlook for CMS takes into consideration Fitch's
expectation that once the reported asset sales are closed, and
more than half of the proceeds are used to pay down parent company
debt, CMS's consolidated credit metrics will improve significantly
starting in 2008.  If the additional asset sales that are
contemplated in Latin America come to fruition, this would also
benefit the company's credit profile.

Furthermore, the Positive Outlook reflects Fitch's expectation
that the company will continue to benefit from the stable cash
distributions from Consumers and maintain its current business
strategy of focusing growth on regulated utility operations.
Equity investments by CMS into Consumers using a portion of the
asset sales proceeds will help fund investments that will grow the
rate base.

Due to the improvement at CMS, the new ratings for Consumers are
now more reflective of the utility's standalone credit quality.
The company benefits from sound electric and gas operations, as
well as solid credit metrics, with stable and predictable cash
flows.  Rating concerns include exposure to the sluggish Michigan
economy and the risk of an adverse outcome in the pending gas rate
case or future regulatory proceedings.

The Positive Outlook for Consumers takes into consideration
forecasted improvement in credit ratios and lower operating risk
following the sale of the Palisades nuclear plant.  In addition,
the rating and Rating Outlook assume the utility receives
reasonable outcomes in its upcoming gas and planned electric rate
cases in Michigan.  The $300 million secured second lien bank loan
has been terminated and as such, the rating is withdrawn.

CMS is a utility holding company whose primary subsidiary is
Consumers, a regulated electric and gas utility serving customers
in the Lower Peninsula of Michigan.  CMS also has operations in
natural gas pipelines and independent power production.


CWABS ASSET: Moody's Assigns Ba1 Rating to Class B Certificates
---------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by CWABS Asset-Backed Certificates Trust
2007-BC1 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Quick Loan Funding Inc.,
Wilmington Finance Incorporated, CIT Group/Consumer Finance, Inc.,
Ownit Mortgage Solutions, Inc., and other mortgage lenders
originated, adjustable-rate and fixed-rate subprime residential
mortgage loans acquired or originated by Countrywide Home Loans,
Inc.

The ratings are based primarily on the credit quality of the loans
and on the protection against credit losses provided by
subordination, excess spread, overcollateralization, and an
interest-rate swap agreement.  Moody's expects collateral losses
to range from 4.70% to 5.20%.

Countrywide Home Loans Servicing LP will act as servicer and
master servicer.  Litton Loan Servicing LP will act as special
servicer.

These are the rating actions:

   * CWABS Asset-Backed Certificates Trust 2007-BC1

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


DAIMLERCHRYSLER: CAW Local 1285 Members Votes for New Agreement
---------------------------------------------------------------
Canadian Auto Workers Local 1285 members who work at
DaimlerChrysler's Brampton, Ont., car assembly plant voted
overwhelmingly to an agreement that helps secure new work at the
facility.

More than 2,800 members attended a packed meeting.  CAW production
members voted 78% in favor and skilled trades members voted 95% in
favor of the agreement that will come into force when new products
come into the plant, which currently produces the Chrysler 300,
the Dodge Magnum and Dodge Charger.

Bob Chernecki, assistant to the CAW President, spoke to the
members about the tough environment facing domestic automakers and
the challenging times that have created so much insecurity in auto
producing communities.

"Our members work hard to produce high quality vehicles and they
made a difficult decision [this]day that will help provide a more
secure future for themselves, their families and their community,"
Mr. Chernecki said.

Ardis Snow, Local 1285 unit chairperson at DaimlerChrysler, said,
"It was a very hard decision for the members to make, but they
looked at the long term future for themselves and their families.  
As the new plant chairperson I have a lot of work ahead of me to
unite the membership and the leadership," Mr. Snow said.

Ken Lewenza, chairperson of the CAW's DaimlerChrysler master
bargaining committee, said, "There is obviously a lot of
uncertainty in the auto industry and our members continue to
express frustration and concern about the future."

                       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.


DANA CORP: Court Okays Rejection of 9 Equipment & Consulting Pacts
------------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorized Dana Corp. and its
debtor-affiliates to reject nine lease agreements and schedules
for equipment and a consulting agreement effective as of Feb. 28,
2007:

                                                      Monthly
   Contracting Party        Description             Rent Amount
   -----------------        -----------             -----------
   Robert E. Hunter         Consulting Agreement       $1,858
   IKON Office Solutions    Lease Agreement               799
   LaSalle Systems Leasing  Lease Schedule              1,881
   CIT Technology           Lease Agreement               749
   CCA Financial, LLC       Equipment Schedule            503
   CCA Financial, LLC       Equipment Schedule             39
   CCA Financial, LLC       Equipment Schedule          2,463
   CCA Financial, LLC       Equipment Schedule          1,095
   CCA Financial, LLC       Equipment Schedule          1,095
   CCA Financial, LLC       Equipment Schedule            586

Judge Lifland directs the counterparties to file claims for
rejection damages on or before March 28, 2007.

The Debtors asserted that the Schedules and Agreements are no
longer necessary to their business operations or restructuring
efforts, and are no longer profitable.

Corinne Ball, Esq., at Jones Day, in New York, told the Court
that the Debtors' ongoing obligations under the Agreements and
Schedules aggregate $10,600 per month.  The amount impose an
undue burden on the Debtors' estates, Ms. Jones said.

The Debtors have surrendered, or will surrender by the effective
rejection date, possession of any property leased under the
Agreements and Schedules to the appropriate lessor, Ms. Jones
assured the Court.

                          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: Court Approves George Koch Settlement Agreement
----------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York approved a settlement between
George Koch Sons, LLC, and Dana Corp. and its debtor-affiliates.

As reported in the Troubled Company Reporter on Feb. 19, 2007, the
Debtors and George Koch are parties to a purchase order for the
completion of the refurbishing and retrofitting of an existing
electrocoat system owned by the Debtors and housed in a building
at 4010 Airpark Drive, in Owensboro, Ky.  

The Debtors lease the Owensboro Building from Lexington Owensboro
Corporation pursuant to a lease agreement.  The Debtors are
obliged to indemnify Lexington against all claims and losses
arising out of, among other things, certain liens asserted
against the Owensboro Building under the Lease.  

Dana Commercial Credit Corporation, a non-debtor affiliate of
Dana Corporation, owns the land where the Owensboro Building is
situated.

In December 2005, the Debtors paid $309,440 to George Koch.  
George Koch completed the Retrofitting by January 2006.  As of
the Petition Date, however, the Debtors still owe George Koch
$364,055 under the Purchase Order.

In March 2006, George Koch filed a Mechanic's and Materialman's
Lien for $364,055 with the clerk for Daviess County, in Kentucky,
against DCCC and Lexington.  

In June 2006, the Debtors acknowledged that they have taken
possession of an addition to the Building, which increased the
Building's floor area by approximately 88,000 square feet.  As a
condition to the Lease amendment, Lexington required that DCCC
place $1,000,000 in escrow as security for repayment of the debts
in the Liens asserted against the Building.

The amount of Escrowed Proceeds currently serving as security for
the debt underlying the Lien is approximately $450,000.  

Pursuant to a Court-approved Settlement between the Debtors and
DCCC, DCCC has agreed to waive its rights to, and release to the
Debtors, the Escrowed Proceeds once certain conditions are met.

In September 2006, George Koch filed Claim No. 10224 asserting a
secured claim for $364,055, plus interest, costs and expenses,
against the Debtors.

George Koch has advised the Debtors that it is considering
commencing litigation in a Kentucky state court against DCCC and
Lexington to preserve and enforce the Lien.

To resolve their disputes and avoid incurring significant costs
and time in litigating a state court action, the Debtors and
George Koch decided to enter into a settlement agreement, which
provides that:

   (a) Claim No. 10224 will be allowed as a general unsecured,
       non-priority claim for $364,055 against the Debtors;

   (b) The parties will mutually release and discharge each other
       and DCCC and Lexington for all liabilities related to
       their prepetition claims arising under the Purchase Order
       or the Retrofitting;

   (c) George Koch will withdraw its Lien and will not file a
       lien arising from the Purchase Order or the Retrofitting
       against DCCC, Lexington, the Debtors or the Debtors'
       estates.

                          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. 33 & 35;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DARRELL GRAHAM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Darrell B. Graham
        P.O. Box 25
        Canton, MA 02021

Bankruptcy Case No.: 07-11433

Chapter 11 Petition Date: March 12, 2007

Court: District of Massachusetts (Boston)

Debtor's Counsel: John F. Sommerstein, Esq.
                  Law Offices of John F. Sommerstein
                  98 North Washington Street, Suite 104
                  Boston, MA 02114
                  Tel: (617) 523-7474

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ocwen Loan Servicing L        Two Family House          $519,653
12650 Ingenuity Drive         at 33 Beech Glen
Orlando, FL 32826             Street, Boston, MA
                              Secured:
                              $466,000

GMAC Mortgage                 Four unit apartment       $517,581
P.O. Box 4622                 at 2993 Washington
Waterloo, IA 50704            Street, Boston, MA
                              Secured:
                              $490,000

Select Portfolio Svcin        269 Highland Street       $419,758
PO.O. Box 65250               Boston, MA
Salt Lake City, UT 84165      Secured:
                              $400,000

Home Coming Funding Ne        Two Family House          $276,274
2711 North Haskell Avenue     at 118 Union Street,
Southwest 1                   Attleboro, MA
Dallas, TX 75204              Secured:
                              $275,000

Specialized Loan Servi        269 Highland Street       $109,059
                              Boston, MA
                              Secured:
                              $400,000
                              Senior lien:
                              $419,758

GMAC Mortgage                 Single Family House        $80,052
                              at 2740 Briarcliff
                              Avenue
                              Lot 99 in Block 5 of
                              Sandalwood in Book 45,
                              of Plats, Page 22 in
                              the Office of the
                              Recorder of Cla
                              Secured:
                              $389,000
                              Senior lien:
                              $320,500

Specialized Loan Servi        Four unit apartment        $69,259
                              at 2993 Washington
                              Street, Boston, MA
                              Secured:
                              $466,000
                              Senior lien:
                              $519,653

Franklin Cm                   Two Family House           $68,821
                              at 118 Union Street,      
                              Attleboro, MA             
                              Secured:
                              $275,000
                              Senior lien:
                              $276,274

Specialized Loan Servi        Two Family House           $62,604
                              at 33 Beech Glen
                              Street, Boston, MA
                              Secured:
                              $466,000
                              Senior lien:
                              $588,912

Wfs Financial                 Automobile                 $25,392

American Honda Finance        Automobile                 $13,952

Bank of America               Charge Account             $13,386

Citi                          CreditCard                  $4,788

American Express              Charge Account              $3,446

Bank of America               CreditCard                  $2,857

City of Boston                Real Estate Taxes           $2,540

Boston Water & Sewer          Utility bill                $1,850

City of Boston                Real Estate Taxes           $1,632

City of Attleboro             Property Taxes              $1,462

Bank of America               CreditCard                  $1,380


DELPHI CORP: Discloses Claims Transfers Totaling More Than $200MM
-----------------------------------------------------------------
Papers filed with the U.S. Bankruptcy Court for the Southern
District of New York disclosed that more than $200,000,000 of
claims changed hands for the period from Sept. 1, 2006, to
Feb. 28, 2007, in Delphi Corporation and its debtor-affiliates'
chapter 11 cases.

Among the investors who bought claims are:

                                             No. of
                                             Claims  Aggregate
   Investor                                  Bought Claim Amount
   --------                                  ------ ------------
   3V Capital Master Fund Ltd.                   2   $1,863,119
   AFI, LLC                                      8      175,179
   Amrock Investments, LLC                      46    2,741,311
   Applied Data Systems, Inc.                    1      147,550
   APS Clearing, Inc.                            3    3,393,480
   Argo Partners                               105    3,061,332
   ASM Capital, L.P.                            46      633,337
   Bank of America, N.A.                         1      101,107
   Bear Sterns Investment Products Inc.          7    9,447,691
   Capital Markets                              15      467,952
   CF Special Situation Fund 1 LP                2    1,505,993
   Contrarian Funds, LLC                        45    8,012,407
   Credit Suisse                                 1    7,500,000
   Credit Suisse International                   1    9,078,756
   Debt Acquisition Company of America V, LLC   81      118,015
   Deutsche Bank Securities Inc.                 8   13,378,530
   Fair Harbor Capital, LLC                     83      526,933
   Goldman Sachs Credit Partners LP             15   21,284,893
   Hain Capital Holdings, LLC                   62      327,198
   HTC Global Services Inc.                      1       27,847
   JPMorgan Chase Bank, N.A.                     9   12,601,283
   Longacre Master Fund, Ltd.                  113   31,542,860
   Madison Investment Trust-Series 38           99    3,357,468
   Madison Niche Opportunities, LLC              2       16,077
   Merrill Lynch Credit Products, LLC            4    4,346,640
   Midtown Claims LLC                            2      428,692
   Onyx Environmental Services                   1        3,359
   Ore Hill Hub Fund Ltd.                        3      706,232
   Redrock Capital Partners, LLC                38      163,485
   Revenue Management                           62    3,478,979
   Sierra Liquidity Fund                        39      174,978
   SPCP Group LLC                               15   24,966,346
   Special Situations Investing Group, Inc.      7   12,444,679
   Stonehill Institutional Partners, L.P.       15    4,897,768
   The Bank of Tokyo-Mitsubishi UFJ, Ltd.        3    8,098,039
   TPG Credit Opportunities Fund, L.P.          12   17,632,025
   Trade-Debt.net                               51       31,359
   Xerion Partners II Master Fund Limited        1    2,004,716

The largest claim transfers include those between these parties:

Transferee              Transferor                  Claim Amount
----------              ----------                  ------------
3V Capital              SPCP Group                   $1,641,742
APS Clearing            Loepold Kostal GmbH & Co.     2,004,716
APS Clearing            D & R Technology LLC          1,347,828
Bear Sterns             CTS Corporation               1,950,968
Bear Sterns             Futaba Corp. of America       4,145,064
Bear Sterns             Trans Tron Ltd. Inc.          2,240,718
CF Special Situation    APS Clearing                  1,260,331
Contrarian Funds        JPMorgan                      2,492,426
Credit Suisse           SPCP Group                    7,500,000
Credit Suisse Int'l     Credit Suisse                 9,078,756
Deutsche Bank           Hitachi Automotive Products   5,721,969
Deutsche Bank           Tokico (USA) Inc.             1,708,509
Deutsche Bank           N.D.K. America, Inc.          1,403,132
Deutsche Bank           Sony Ericsson Mobile Comm.    1,373,431
Deutsche Bank           Clarion Corp. of America      2,115,405
Goldman Sachs           Daishinku (America) Corp.     1,580,234
Goldman Sachs           SPCP Group                    5,430,121
Goldman Sachs           Deutsche Bank                 5,694,400
Goldman Sachs           Madison Investment            2,246,698
Goldman Sachs           Madison Investment            2,576,441
Goldman Sachs           Madison Niche                 1,735,795
JPMorgan Chase Bank     Tokyo-Mitsubishi Bank         4,041,686
JPMorgan Chase Bank     Judd Wire, Inc.               1,363,728
JPMorgan Chase Bank     SPCP Group                    2,492,426
Latigo Master Fund      Deutsche Bank                 1,373,431
Longacre Master Fund    Compuware Corp.               1,500,000
Longacre Master Fund    A. Berger Precision Ltd.      1,059,143
Longacre Master Fund    Special Situations            1,000,000
Longacre Master Fund    ATS Automation Tooling Sys    1,983,000
Longacre Master Fund    ATS Ohio Inc.                 1,621,059
Longacre Master Fund    Tennessee Valley Authority    1,268,394
Madison Investment      Premier Manufacturing         1,179,772
Merrill Lynch           SPCP Group                    2,752,068
Merrill Lynch           SPCP Group                    1,377,687
SPCP Group              Panasonic Automotive Systems  8,000,000
SPCP Group              TCS America                   2,696,313
SPCP Group              Alumax Mill Products, Inc.    2,332,387
SPCP Group              ON Semiconductor Components   5,764,040
SPCP Group              Furukawa Electric N. America  4,756,206
Special Situations      JPMorgan                      4,041,686
Special Situations      Merrill Lynch                 1,377,687
Special Situations      Merrill Lynch                 2,752,068
Stonehill               Tal-Port Industries LLC       1,792,207
Tokyo-Mitsubishi Bank   Cataler North America Corp.   4,041,686
TPG Credit              Solectron Corporation         5,652,116
TPG Credit              JPMorgan                      2,351,518
TPG Credit              JPMorgan                      2,760,477
TPG Credit              AB Automotive Inc.            1,428,629
TPG Credit              Solectron Corporation         2,198,045
Xerion Partners II      APS Clearing                  2,004,716

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: Judge Rosen Grants Shareholders Access to Delphi Docs
------------------------------------------------------------------
The Honorable Gerald Rosen of the U.S. District Court for the
Eastern District of Michigan has permitted Delphi Corporation
shareholders to examine sensitive documents, which Delphi provided
to the U.S. Securities and Exchange Commission, the Department of
Justice, and other federal agencies in connection with numerous
financial fraud lawsuits filed against the company and certain of
its former executives, Margaret Cronin Fisk of Bloomberg News
reports.

The Delphi shareholders filed a class action lawsuit in the
Michigan District Court against Delphi and its officers and
directors in March 2005 after the company reported a $200,000,000
overstatement in 2000 cash flow from operations and a $61,000,000
overstatement in 2001 pre-tax income.  Among the Delphi
executives charged by the shareholders were former Chief
Executive Officer J.T. Battenberg III and former Chief Financial
Officer Alan Dawes.

Delphi spokeswoman Lindsey Williams told Bloomberg News that the
company "will abide by the terms of the order and provide the
necessary documents."  No timetable for Delphi to provide the
documents has been set.

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. 58;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DOLLAR GENERAL: Inks $7.3 Billion Merger Pact with Kohlberg Kravis
------------------------------------------------------------------
Dollar General Corp. has entered into an agreement to be acquired
by affiliates of Kohlberg Kravis Roberts & Co. L.P. in a
transaction with a total value of approximately $7.3 billion,
including approximately $380 million of net debt.

Under the terms of the agreement, Dollar General shareholders will
receive $22 in cash for each share of Dollar General common stock
they hold, representing a premium of approximately 31% over Dollar
General's closing share price of $16.78 on March 9, 2007, and a
premium of approximately 29% over the average closing share price
during the previous 30 trading days.

"We are very pleased to announce a transaction that provides
excellent value for our shareholders, representing a significant
premium and the certainty of cash," David A. Perdue, Chairman and
Chief Executive Officer of Dollar General, said.  "Our Board of
Directors firmly believes that this is the right transaction for
our shareholders, employees and customers.  Going forward,
employees will benefit from the continuity of a solid business
plan and new investments in the future of the business.  Our
customers will continue to enjoy the convenience, value and great
service that they've come to expect from Dollar General over our
proud 68-year history."

"Dollar General is an outstanding company with a strong market
presence and a rich legacy," Michael M. Calbert, a Member of KKR,
said.  "We have worked closely with many retail companies in
driving success and unlocking value, and we look forward to
partnering with the Dollar General team to position the company
for future growth."

The merger is subject to the approval of Dollar General
shareholders, customary closing conditions and regulatory
approvals.  The transaction is expected to close in the third
quarter of 2007.

The Board of Directors of Dollar General unanimously approved the
merger agreement and has recommended that Dollar General
shareholders vote in favor of the transaction.

Debt financing for the transaction has been committed by Goldman
Sachs and Lehman Brothers, subject to customary terms and
conditions.

Lazard and Lehman Brothers are financial advisors to Dollar
General and Wachtell, Lipton, Rosen & Katz is its legal counsel.  
Goldman Sachs is acting as financial advisor to KKR.  Simpson
Thacher & Bartlett LLP is acting as legal advisor to KKR.

                            About KKR

Kohlberg Kravis Roberts & Co. -- http://www.kkr.com/-- is a  
private equity firm specializing in management buyouts.  Founded
in 1976, it has offices in New York, Menlo Park, London, Paris,
Hong Kong and Tokyo.

                      About Dollar General

Headquartered in Goodlettsville, Tennessee, Dollar General
Corporation -- http://www.dollargeneral.com/-- is a Fortune  
500(R) discount retailer with 7,821 neighborhood stores as of
Oct. 28, 2005.  Dollar General stores offer convenience and
value to customers by offering consumable basic items that are
frequently used and replenished, such as food, snacks, health and
beauty aids and cleaning supplies, as well as a selection of basic
apparel, housewares and seasonal items at everyday low prices.


DOLLAR GENERAL: Buyout Cues Fitch to Cut Sr. Notes' Rating to B+
----------------------------------------------------------------
Fitch Ratings has downgraded Dollar General Corporation's ratings:

   -- Issuer Default Rating to 'B+' from 'BBB-'
   -- Senior unsecured notes to 'B+' from 'BBB-'

These actions follow the company's disclosure that it has entered
into an agreement to be acquired by affiliates of Kohlberg Kravis
Roberts & Co. L.P. in a transaction valued at approximately
$7.3 billion, including $380 million of net debt.  The ratings
remain on Rating Watch Negative.

The Bank Credit Facility remains at 'BBB-' and it will be
withdrawn following the completion of the transaction.  Dollar
General had $504 million of debt outstanding as of Nov. 3, 2006.

Debt financing for the transaction has been committed by Goldman
Sachs and Lehman Brothers.  While details surrounding the
financing have not been disclosed, the limited equity
contributions made in other recent leveraged buyout transactions
suggest that Dollar General will be highly leveraged following the
transaction.  Fitch will further refine the ratings when more
details surrounding the financing are released, though it is
possible that the IDR will be lowered further, as is reflected in
the Rating Watch Negative.  The merger is subject to shareholders'
approval and is expected to close in the third quarter of 2007.

Dollar General has one debt issue currently outstanding - $200
million issue of 8-5/8% notes due June 15, 2010.  This issue
limits secured debt to 15% of consolidated net tangible assets, or
around $340 million.  If this issue is not refinanced, this
provision will constrain the company's ability to fully pledge its
inventories and other assets in its new debt financings.

The ratings continue to reflect Dollar General's leading market
position in the small-box value discount retailer segment with
convenient store locations in 34 states as well as intense
competition in the segment and weak operating results.  The
company's recent operating results have weakened as a result of
pressure on low-income consumers and merchandising missteps.

Same-store sales growth slowed to 2.3% in the first nine months of
2006 from 3.4% a year earlier and the EBIT margin narrowed to 4.4%
in the 12 months ended Nov. 3, 2006 from 6.5% in 2005.

Dollar General is a discount retailer with 8,260 neighborhood
stores as of March 2, 2007.  The company offers convenience and
value to customers by offering consumable basic items that are
frequently used and replenished, such as food, snacks, health and
beauty aids, as well as a selection of basic apparel and seasonal
items at everyday low prices.


DOLLAR GENERAL: Buyout Cues Moody's to Review Ratings
-----------------------------------------------------
Moody's Investors Service placed the ratings of Dollar General
Corporation on review for possible downgrade following the
company's report that it had signed a definitive agreement to be
acquired by affiliates of Kohlberg Kravis Roberts &. Co.

The transaction is valued at approximately $7.3 billion, including
the assumption of $380 million of net debt.  Dollar General
shareholders will receive $22 per share in cash.

These ratings are placed on review for possible downgrade:

   * Corporate family rating of Ba1
   * Probability of default rating of Ba1
   * Senior unsecured notes rating of Ba2, LGD4, 66%

The review is prompted by the high likelihood that the transaction
with be predominantly financed with debt and will result in a
significant increase in the company's leverage and a corresponding
weakening in credit metrics at a time when the company's operating
performance has been weak.  

The review will focus on:

   * the company's capital structure post transaction

   * its financial profile pro forma for the transaction,
     including its liquidity

   * the company's ability to manage its expected higher debt
     burden at a time when operating performance continues to be
     soft, and

   * the company's ongoing efforts to improve its operating
     margins.

While no details have been provided on the proposed capital
structure, it is likely, given the transaction value, that the
company's corporate family rating and senior unsecured notes
rating could fall below the Ba rating category.

Dollar General, headquartered in Goodlettsville, Tennessee,
operates 8,260 extreme value general merchandise stores in 30
states.  Revenues for the fiscal year ended Feb. 3, 2006, were
approximately $8.6 billion.


DOLLAR GENERAL: Buyout Prompts S&P to Cut Ratings to BB+ from BBB-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
and senior unsecured ratings on discount retailer Dollar General
Corp. to 'BB+' from 'BBB-' and placed the ratings on CreditWatch
with negative implications.  These actions follow Goodlettsville,
Tennessee-based Dollar General's report that it has entered into
an agreement to be acquired by affiliates of Kohlberg Kravis
Roberts & Co. L.P.

"We will resolve the CreditWatch listing when certainty around the
transaction emerges," said Standard & Poor's credit analyst John
Thieroff.

"The degree of leverage undertaken by the company if the
transaction proceeds and an assessment of the new owner's
financial policy will be central to our analysis."


DRESSER INC: Moody's Puts Ratings on Review for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings, including the B1
Corporate Family Rating, for Dresser, Inc. under review for
possible downgrade.

The review was prompted by the report that Riverstone Holdings
LLC, in partnership with First Reserve and Lehman Brothers
Co-Investment Partners, has signed a definitive agreement to
acquire Dresser from First Reserve and Odyssey Investment
Partners, LLC. The buyout is expected to be financed largely with
debt.  First Reserve and Odyssey Investment Partners had
previously acquired 88% of Dresser's outstanding equity from
Halliburton Company in April 2001 for $1.3 billion.

Moody's decision to review Dresser's ratings for possible
downgrade reflects the expectation of a substantial increase in
the company's financial leverage as a result of the transaction.
Moody's estimates that Dresser's balance sheet debt obligations
will increase over 2x, with debt/EBITDA increasing to a level
higher than all of the company's B1 rated peers.

Moody's notes that Dresser's operating performance has been
improving recently and that its business profile is more
indicative of the Ba rating category.  However, the company's
weakened financial profile, in addition to the challenges the
company faces in order to complete its restated financial
statements and remediate its material weaknesses over internal
controls, represents an elevated overall risk profile that may not
be compatible with the B1 Corporate Family Rating.

Moody's review will entail a review of the company's financial
flexibility following the buyout, the prospects for near-term
leverage reduction to a level consistent with a B1 Corporate
Family Rating, and the company's future operating strategy,
including efforts to improve operational efficiencies and future
growth strategies.  The review will also consider Riverstone's
extensive energy industry experience and the equity sponsors'
willingness to provide additional financial support to Dresser.

Dresser is currently in the process of restating its 2003 and 2004
annual financial statements, although without public securities,
it is no longer required to meet SEC reporting requirements. The
company has reported a number of material weaknesses, which are
the root cause for its filing delays and restatements.  

Moody's notes that Dresser is making efforts to address the
material weaknesses.  Should the delay in completing the
restatements and becoming current on its 2005 and 2006 annual
financial statements continue to be extended and if Moody's
determines that it lacks sufficient financial information to
appropriately monitor the company's credit, the ratings could be
withdrawn.

Moody's expects that existing debt instruments of Dresser will be
refinanced as part of this transaction.  If this transpires, the
ratings will be withdrawn at the time of close of the new
financing.

Moody's placed these ratings under review for possible downgrade:

   * B1 Corporate Family Rating
   * B1, LGD3, 37% rated senior secured bank credit facilities
   * B2 Probability of Default Rating

Dresser, Inc. is headquartered in Addison, Texas.


DS WATERS: Moody's Cuts Corporate Family Rating to B3 from B2
-------------------------------------------------------------
Moody's lowered the Corporate Family Rating of DS Waters of
America, Inc. to B3 from B2 and upgraded the company's secured
bank loan rating to Ba3 from B1 following the issuance of
$300 million in term loan debt at DSW Holdings, Inc.  The new
Parent Company debt will not be rated.

The rating outlook was changed to stable from positive.

Ratings lowered:

   * Corporate Family rating to B3 from B2

Ratings raised:

   * $20 million 5-year senior secured revolving credit facility,
     due 2011, to Ba3, LGD2 , 20% from B1, LGD2, 29.7%

   * $180 million 6-year senior secured term loan credit facility,
     due 2012, to Ba3, LGD2, 20% from B1, LGD2, 29.7%

Rating Affirmed:

   * Probability of Default rating at B3

The rating downgrade is based on the significant increase in
leverage -- from under 2x to approaching 4x just after the
execution of the $300 million loan, to DSW Holdings, Inc., the
parent of DS Waters Enterprises, Inc. which will primarily be used
for a return of cash to shareholders as well as a small amount to
fund special bonuses for option holders.

The downgrade reflects Moody's view that management is shifting to
a much more aggressive financial strategy at a time when the
business recovery has a very short track record and may still be
somewhat fragile.

The upgrade of the secured bank facilities at DS Waters of
America, Inc. to Ba3 -- three notches higher than the CFR --
reflects the expectation of full recovery with collateral excess
in a distress scenario given the marked improvements in enterprise
value and significant amount of structurally subordinated debt at
the holding company level.

The rating also reflects benefits and limitations of the
collateral package, which consists of

   * first priority perfected security interests in substantially
     all real and personal property of DS Waters and each
     Guarantor, excluding inventory and account receivables on
     which the $80 million Asset Based Revolving Credit
     Facility has a first lien perfected interest, 100% of the
     outstanding equity interests in their subsidiaries , and

   * a second priority perfected security interest in the
     inventory and account receivables and etc.

Guarantees from its parent, DS Waters Enterprises Inc. and each of
its direct and indirect wholly owned domestic subsidiaries support
the facility.

The credit agreement allows the borrower to:

   * make unlimited restricted payments to the Parent provided
     that total consolidated leverage ratio is less than 2.0x; or

   * make restricted payments to the Parent in an amount equal to
     $15 million in the aggregate plus a percentage of Excess Cash
     Flow determined by a grid based on the company's then
     leverage level, and leverage shall be less than 3.50x.

Financial covenants include minimum interest coverage, maximum
leverage and capital expenditure limitation.

The rating outlook is stable and reflects Moody's expectation of
further improvement in profitability and cash flow generation
throughout the intermediate term principally as a result of
ongoing cost cutting efforts and stabilization of declines in
Home-Office Delivery of water customers - the company's largest
business segment, offset by the increased total enterprise
leverage following the dividend to shareholders and the likelihood
that it will take several years for credit ratios to return to
their pre-dividend levels.

To achieve a ratings upgrade, the company will need to demonstrate
that customer declines in HOD have stabilized, and that
profitability and cash flow improvements are sustainable at higher
levels.  More specifically, the company would need to show
sustained improvement in credit metrics with EBITA sustained above
10%, and debt to EBITDA under 3x.

A downgrade would be considered should the company's recovery
efforts stall or if there were or any meaningful increases in debt
or uses of cash for acquisitions, dividends or otherwise, further
increases in capital spending outside of current expectations or
any material interest rate increase.

DS Waters of America, based in Atlanta, is a leading U.S. provider
of a range of water products including 5 gallon and 3 gallon
returnable bottles, 2.5 gallon and 1 gallon high density
polyethylene bottles, individual serving or polyethylene
terephthalate bottles, water dispensers, filtration products, and
other ancillary items such as coffee, food products, cups, and
stirrers.  The company was originally formed in 2003 by the
combination of the home-office water delivery businesses of Groupe
Danone and Suntory Limited, and was sold to investment fund Kelso
and new executive management in November 2005.  Revenue in 2006
was an estimated $765 million.


DUNKIN' BRANDS: S&P Withdraws B- Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services it withdrew the 'B-' corporate
credit rating on Dunkin' Brands Inc. as all of the company's debt
is securitized.

The securitized debt was issued by DB Master Finance LLC.

The ratings on the series 2006-1 are:

   * class A-1 'AAA'
   * class A-2 'AAA'
   * class M-1 'BB'


DURA AUTOMOTIVE: Creditors Must File Proofs of Claim by May 1
-------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware establishes May 1, 2007, at 6:00 p.m. as the
deadline for all creditors, including governmental units, owed
money by Dura Automotive Systems Inc. and its debtor-affiliates on
account of claims arising prior to Oct. 30, 2006, to file their
proofs of claim.

Creditors must send an original proof of claim form to:

         Kurtzman Carson Consultants LLC
         2335 Alaska Ave.
         El Segundo, CA 90245

The company can be reached at:

         Dura Automotive Systems Inc.
         2791 Research Drive
         Rochester Hills, MI 48309
         Tel: (248) 299-7500

Judge Carey authorizes each of these labor unions to file against
the applicable Debtors a single proof of claim on behalf of
itself and all its represented persons:

   (a) the International Union, United Automobile, Aerospace and
       Agricultural Implement Workers of America;

   (b) National Automobile, Aerospace, Transportation and General
       Workers Union of Canada;

   (c) International Association of Machinists and Aerospace
       Workers;

   (d) Universal Employees Union, affiliated with National
       Federation of Independent Unions; and

   (e) Stockton Employees Independent Union, affiliated with
       National Federation of Independent Unions.

The Union-represented persons are not required to file individual
proofs of claim, which were included in the Union's omnibus
claim.

                 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).


DURA AUTOMOTIVE: Wants Lease-Decision Period Extended to May 28
---------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates ask the
Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to extend their time to assume or reject
unexpired leases of nonresidential property through and including
May 28, 2007, pursuant to Section 365(d)(4) of the Bankruptcy
Code.

The Court will convene a hearing on March 21, 2007, at
10:00 a.m., to consider the Debtors' request.  By application of
Rule 9006-2 of the Local Rules of Bankruptcy Practice and
Procedures of the United States Bankruptcy Court for the District
of Delaware, the Debtors' lease decision deadline is automatically
extended until the Court rules on the request.

Four months since their bankruptcy filing, the Debtors, together
with their advisors, have been focusing on a series of threshold
operational and legal issues that have required immediate
attention in advance of, and in some cases, concomitant with
developing their business plan, relates Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware.

The business plan development process is approaching completion
and will allow for meaningful negotiations with customers,
creditors and other constituencies to commence in earnest.
Finishing the business plan and making substantial progress in
the negotiations are necessary predicates for Debtors to develop,
and ultimately file, a realistic proposed Chapter 11 plan of
reorganization, Mr. Madron tells the Court.

With assistance from AlixPartners, LLP, the Debtors' bottom-up
operational analysis is nearing completion.  Upon completion, the
preliminary business plan will allow the Debtors to identify
where and to what extent they should maintain their manufacturing
footprint in North America.  Only then will the Debtors be able
to properly assess which of the approximately eleven real
Property Leases they wish to exit or maintain, Mr. Madron states.

Mr. Madron informs the Court that the Debtors have not yet
completed their analysis of the individual real property Leases
to determine whether efficiencies can be generated in connection
with their operational restructuring initiatives.

The requested time extension will enable the Debtors to continue
the process of restructuring their business operations in an
orderly manner, including the potential assumption or rejection
of certain Real Property Leases.  The extension will also afford
the Debtors the ability to determine if there are any cost-saving
opportunities that would enable the Debtors to increase overall
operational efficiency, thus resulting in an increase of the
Debtors' overall profitability, Mr. Madron asserts.

The requested extension will not prejudice the lessors,
Mr. Madron notes.  However, failure to grant the extension will
significantly prejudice the Debtors and their estates because the
Debtors will not be able to maximize the profitability of their
business operations or the value of their estates, he points out.

                 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).


DYNEGY HOLDINGS: Fitch May Put BB Rating on Proposed Sr. Facility
-----------------------------------------------------------------
Fitch Ratings expects to rate Dynegy Holdings Inc.'s proposed
amended senior secured credit facility 'BB'.  The 'BB' senior
secured facility rating reflects the results of Fitch's recovery
analysis, which indicate outstanding prospects for secured lenders
to DHI in a default scenario.

The Rating Outlook of DHI is Stable.

DHI is planning to increase the revolving credit component of the
secured credit facility from $470 million to $750 million and the
term letter of credit component of the facility from $200 million
to $500 million.  The amendment to the credit facility is targeted
to close in early April 2007 in connection with the closing of the
proposed acquisition by DHI's parent, Dynegy, Inc.

DHI's ratings are based upon the expectation of an improved risk
profile of DHI and DYN with the addition of the LSP assets to
DHI's existing portfolio and the belief DHI, as an owner of
wholesale power assets, will benefit from higher pricing in
wholesale power markets as reserve margins continue to tighten and
existing hedges are replaced at current market prices.

Fitch expects the combination of projected operating cash flow,
cash-on-hand and availability under this credit facility will
render sufficient liquidity to meet needs for the next several
years.

Fitch's ratings concerns include the projected high leverage for
the combined company with estimated debt-to-EBITDA for the year
ending 2007 to be 5.75 to 6.0x.  In addition, Fitch will be
looking for a demonstrated ability to effectively manage commodity
risk exposure especially in light of its increased price risk
exposure for its Illinois assets as well as the need to manage
LSP's hedged positions.

The acquisition of the LSP assets would result in a generation
asset mix that will be more diverse in terms of geography, fuel
and dispatch.  Additionally, the acquisition of the LSP assets
will result in a reduction of DHI's commodity price exposure as
the output of a large percentage of the LSP assets are hedged or
contracted.  The reduction in the consolidated risk profile
stemming from the addition of the LSP assets is partially offset
by increased commodity risk exposure from the company's Illinois
base load plants as a fixed price contract for those assets
expired at year-end 2006.

However, Fitch expects the expiration of DHI's contract with
Illinois Power to increase EBITDA by $60 million to $70 million in
2007 as the fixed price in the former contract was approximately
40% below current market prices.  Moreover, the Midwest assets
include relatively efficient base-load coal plants that are
expected to run when available.

DYN through its subsidiaries is engaged in the generation and sale
of wholesale electric power and owns approximately 11,739
megawatts of wholesale power assets.  LSP owns and operates
approximately 8,305 megawatts of wholesale power assets.  The
generation portfolio of the combined company would be located in
the Midwest (47.4% of capacity), West (33.6%) and Northeast
(19.0%).


E&A ENTERPRISES: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: E & A Enterprises LLC
        876 Indian Trail
        Carlton, MI 48117

Bankruptcy Case No.: 07-44728

Type of Business: The Debtor rents agricultural land.

Chapter 11 Petition Date: March 12, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Thomas J. Budzynski, Esq.
                  Thomas J. Budzynski PC
                  43777 Groesbeck
                  Clinton Township, MI 48036
                  Tel: (586) 463-5253

Total Assets: $3,774,000

Total Debts:  $3,796,093

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Monroe Bank & Trust           Mortgage                $3,796,093
102 East Front Street         Value:
Monroe, MI 48161              $3,774,000


EMI GROUP: Warner Music May Attempt Fresh Takeover Offer
--------------------------------------------------------
Warner Music Group CEO Edgar Bronfman Junior is prepared to draw a
fresh takeover bid for EMI Group Plc, on condition that EMI will
consider a revised offer, reports say.

EMI rejected Warner's GBP2.1 billion non-binding takeover bid on
March 2, saying that the price of 260 pence per share in cash for
EMI is inadequate.

Warner approached EMI on Jan. 24, after it obtained the support of
Brussels-based Impala, a trade group for independent European
record labels ending its opposition to a Warner-EMI merger.  
Warner clarified Feb. 21, 2007, that any possible takeover offer
for EMI is likely to be solely in cash.

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

EMI issued two profit warnings since January 2007.

                     About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- is  
a music company that operates through numerous international
affiliates and licensees in more than 50 countries, including the
Philippines.

                        About EMI Group PLC

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent  
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China, and Hungary.  The group employs over 6,600 people. Revenues
in 2005 were near EUR2 billion and operating profit generated was
over EUR225 million.

At March 31, 2006, EMI Group's consolidated balance sheet revealed
GBP1.817 billion in total assets and GBP2.544 billion in total
liabilities, resulting in a GBP726.6 million shareholders'
deficit.

                           *     *     *

As reported in TCR on March 1, 2007, Standard & Poor's Ratings
Services placed its ratings on Warner Music Group Corp., including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications, following the company's statement that it is
exploring a possible merger agreement with EMI Group PLC
(BB- /Watch Neg/B).

According to a TCR report on Jan. 17, 2007, Moody's Investors
Service downgraded EMI Group Plc's Corporate Family and senior
debt ratings to Ba3 from Ba2.  All ratings remain under review for
possible further downgrade.


ENERGY PARTNERS: Moody's Cuts Corp. Family Rating to B3 from B2
---------------------------------------------------------------
Moody's Investors Service downgraded Energy Partners, Ltd.'s
Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3 from B2 following the conclusion of the
company's strategic alternative process.  

Moody's confirmed EPL's B3, LGD5, 73% rated senior unsecured
notes, reflecting the planned cash tender offer for the notes,
upon the successful completion of which Moody's intends to
withdraw the rating.  The rating outlook is negative.

EPL's ratings were formerly under review direction uncertain,
which reflected the unresolved nature of the company's strategic
alternative process.

The company's strategic initiative entails:

   * a leveraging $200 million of share purchases, representing
     22% of its outstanding shares;

   * authorization of an additional $50 million in share purchases
     over the next year;

   * a cash tender offer for its $150 million senior notes, funded
     with bank debt; and

   * the sale of certain properties.

In October 2006, EPL reported it was exploring strategic
alternatives, including the possible sale of the company,
following its termination of its merger agreement with Stone
Energy Corporation.  EPL was not successful in receiving a
definitive offer to purchase the company.

The downgrade reflects the shift in the company's risk profile as
reflected by the substantial return of capital to shareholders
through share purchases and the corresponding increase in
financial leverage on an asset base that Moody's does not consider
having a high degree of debt capacity.  

The downgrade also reflects the company's rising cost structure
and weak capital productivity, which, in addition to $51.5 million
in merger termination fees and $13 million in legal and financial
advisory fees, has pressured current leverage levels to a range
considered high for the prior rating category.  

Even assuming a degree of debt reduction from asset sales and free
cash flow, Moody's expects leverage will remain at a level
inconsistent with the prior B2 Corporate Family Rating,
particularly given the company's relatively short proved developed
producing reserve life of 1.9 years in the high decline Gulf of
Mexico.

The negative rating outlook reflects the challenges EPL faces to
reduce its debt burden through asset sales and free cash flow and
the risk of additional debt financed stock purchases.  

Moody's notes that if any debt remains outstanding on the B3 rated
$150 million senior unsecured notes after the completion of the
tender offer, the B3 note rating would likely be downgraded by at
least one notch.

In order to stabilize the rating, EPL will need to successfully
reduce leverage to a range consistent with a B3 Corporate Family
Rating while generating production gains from its expected smaller
reserve base at reasonable costs.  Additional debt financed share
purchases or inability to reduce leverage by at least $125 million
over the near-term could result in further ratings pressure.

EPL has received a commitment from Banc of America to finance the
share purchases, refinance the company's bank credit facility, and
refinance its senior notes.  Moody's estimates that pro-forma for
$200 million in share purchases Dec. 31, 2006 debt will rise to
approximately $575 million, with pro-forma debt/proved developed
reserves increasing to $12.95/boe from $8.44/boe.  

An additional $50 million in debt financed share purchases would
further increase leverage to $14.08/boe.  The company plans to
sell certain properties for an estimated $125 million in order to
offset a portion the leveraging impact of the share purchases.
However, this leverage reduction will come at the cost of reduced
scale, and uncertainty remains surrounding the nature of the asset
sales, including the scale, timing, and ultimate value.  The
company also expects to reduce leverage through free cash flow
generation in 2007 based on a reduced capital budget of
$300 million, hedging, and hurricane insurance recoveries;
however, a production shortfall could result in reduced cash flow
and further leverage pressure.

EPL's higher leverage exacerbates its weaker fundamental operating
performance, as shown by poor organic reserves replacement and
high finding and development costs over the last two years.  EPL's
reserves replacement from drilling only for the three years ending
2006 was 84%, with 2006 reserve replacement from drilling only of
92%.  

In addition, the company's three-year all sources F&D costs were
$31.50 for the three years ending 2006, with 2006 all sources F&D
costs of $47.  Moody's recognizes that a majority of the
exploration and production companies within Moody's rated universe
have experienced increased finding and development cost pressures.
In addition, Moody's notes that the failed Stone Energy merger,
Woodside Petroleum's unsuccessful bid to acquire EPL, and the
efforts made by management to pursue strategic alternatives have
created significant management distractions over the last several
months.  Nevertheless, EPL's cost structure remains higher than
several B2 rated peers.

Energy Partners, Ltd. is headquartered in New Orleans, Louisiana.


ENTERGY NEW ORLEANS: Wants Stanley Flanagan as Special Counsel
--------------------------------------------------------------
Entergy New Orleans, Inc., seeks the U.S. Bankruptcy Court for
the Southern District of New York's authority to employ Stanley,
Flanagan & Reuter, L.L.C., as its special counsel in connection
with casualty and business litigation advice, pursuant to Section
327 of the Bankruptcy Code.

Representing ENOI since 1998, Stanley Flanagan has significant
background and experience with respect to areas of casualty and
business litigation, and in the operations of the Entergy System,
Tara G. Richard, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana, relates.

Specifically, Stanley Flanagan will advise and assist ENOI in
legal services in connection with these pending litigation:

   -- Todd Odom v. John Peter Phillips, et al., Orleans Civil
      District Court, No. 00-13279, Div. E-7;

   -- Drs. Louapre and Kokemor, LLC, v. Entergy Corp. and
      Mainland Development, LLC, Orleans Civil District Court,
      No. 00-19594, Div. N;

   -- Mainland Development, LLC, and 2633 Napoleon, LP, v.
      Entergy Corp., Orleans Civil District Court, No. 04-7494,
      Div. D; and

   -- Quinzeatter Ford, et al. v. General Agents Insurance
      Company of America, et al, Orleans Civil District Court,
      No. 01-8928, Div. L.

ENOI will compensate Stanley Flanagan based on the hourly rate of
its attorney, paraprofessional, or other person who performs for
or on behalf of ENOI.  The attorneys primarily responsible for
handling the matters will be Mr. Flanagan and Richard C. Stanley,
whose hourly rates will be $180 each.  In addition, Stanley
Flanagan will utilize the skills of other attorneys on an as
needed basis.

ENOI also recognizes that Stanley Flanagan is customarily
reimbursed for all expenses incurred in connection with the
representation of a client in a given matter, including all
identifiable expenses that would not have been incurred except
for their representation of a particular client.

ENOI wants Stanley Flanagan to be an Estate Professional that
will be governed by, and fall within the provisions of, the
Debtor's interim compensation request.  All of the firm's fees
and expenses will be subject to Court approval.

Stanley Flanagan will apply to the Court for allowance of
compensation for professional services rendered and reimbursement
of charges and costs and expenses incurred in its limited role,
in accordance with all prior Court orders, local rules, and the
guidelines of the Office of the U.S. Trustee.

Thomas M. Flanagan, Esq., a member of Stanley Flanagan, attests
that the firm does not represent or hold any interest adverse to
ENOI or its estate, and is a "disinterested person" as that term
is defined under Sections 101 and 327.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: Wants $17.6 Million Claims Disallowed
----------------------------------------------------------
Entergy New Orleans Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York to disallow and expunge 38 No
Liability Claims, aggregating $17,677,376, because they are
contingent, unliquidated or disputed by ENOI.

The five largest No Liability Claims are:
                             
   Claimant                       Claim No.    Claim Amount
   --------                       ---------    ------------
   2633 Napoleon Travelers Ins.      492         $812,500
   Donald Runge                      338          500,000
   Earl Firmin                       336          500,000
   Terry Canzoneri                   335          500,000
   William Anthony Frost             337          500,000

Furthermore, ENOI asks the Court to disallow three proofs of
claim based on ownership of its stock.  ENOI also wants the claims
reclassified as Class 11(B) Equity Interest Claims under the
Debtor's Plan of Reorganization:

Claimant            Claim No.   Claim Amount   Asserted Status
--------            ---------   ------------   ---------------
Donald Frazier        480         $2,300          Unsecured

Helen Frazier         481          1,900          Unsecured

Agnes Morel Trust     477         Unknown       Not classified

ENOI believes the reclassification will properly reflect the
subordinated status of equity interest holders as compared to
other creditors.

ENOI reserves its right to further object to the newly classified
equity interest on any ground whatsoever.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


EURONET WORLDWIDE: Moody's Rates Proposed $265 Million Debt at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and Ba2 ratings to Euronet Worldwide, Inc.'s proposed $265 million
first-lien credit facilities.

Proceeds from the credit facilities will be used to finance in
part the acquisition of RIA Envia.  The outlook is stable.  
Moody's also assigned a SGL-2 speculative grade liquidity rating.

These ratings were assigned:

   * Corporate family rating: B1

   * Probability of default rating: B1

   * $65 million 5-year 1st lien Domestic Revolving Credit
     Facility: Ba2, LGD2, 21%

   * $10 million 5-year 1st lien India Revolving Credit Facility:
     Ba2, LGD2, 21%

   * $190 million 7-year Senior Secured Term Loan B Facility: Ba2,
     LGD2, 21%

   * Speculative Grade Liquidity Rating: SGL-2

The B1 corporate family rating reflects Euronet's leading market
position as an electronic financial transaction processor for
banks, mobile operators and retailers, worldwide.

Further, it reflects Euronet's market position as a third largest
worldwide funds remittance provider through its proposed
acquisition of Ria Envia, Inc.  The rating also reflects Euronet's
high debt leverage of 4.6x, low interest coverage of 2.0x, and
high acquisition appetite.  The rating is further supported by its
moderately diverse customer base, and good geographic and product
diversity.

The first lien debt is notched up from the corporate family rating
due to its senior-most position in the capital structure and the
benefits of its first lien security.  Euronet also has
$315 million of unrated unsecured convertible debentures in its
capital structure.

The stable outlook reflects Moody's view that the company has an
established and stable niche position in several segments of the
transaction processing industry.  The stable outlook also reflects
Moody's expectations that the company will be able to sustain its
current operating performance and continue to generate positive
free cash flow.

The SGL-2 liquidity rating reflects Euronet's good liquidity
profile.  Moody's expects that the company will be able to
generate approximate $60 million of free cash flow.  

Post-transaction, Euronet is projected to have $166 million in
cash on hand, in addition to $45 million availability under its
$75 million 1st lien revolver.  

Also, Euronet is expected to be in and maintain compliance with
covenants on its credit facilities.

The ratings could have upward pressure if the company:

   * sustains revenue growth in excess of 10% with improvement in
     EBITDA margins;

   * reduces leverage as measured by Debt to EBITDA below 4.0x;
     and

   * increases Free Cash Flow to Debt above 16%.

Conversely, the ratings could have downward pressure if the
company:

   * engages in sizable debt-financed acquisitions;

   * experiences decline in revenues and profitability; and

   * increases leverage such that Free Cash Flow to Debt falls
     below 8% on a sustained basis.

With pro forma FY2006 revenues of $808 million, Euronet Worldwide,
headquartered in Leawood, Kansas, is an industry leader in
processing secure electronic financial transactions.


EVERGREEN ELDER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Evergreen Elder Care, Inc.
        dba The Villa St. Elizabeth
        1201 Museum Road
        Reading, PA 19611

Bankruptcy Case No.: 07-20371

Type of Business: The Debtor operates a personal care facility.

Chapter 11 Petition Date: March 5, 2007

Court: Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtor's Counsel: Dexter K. Case, Esq.
                  Jennifer R. Alderfer, 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 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
PA State Workers' Insurance   Insurance                  $27,184
Fund
100 Lackawanna Avenue
P.O. Box 5100
Scranton, PA 18505

Feeser's Inc.                 Kitchen equipment/         $21,548
5561 Grayson Road             judgment
Harrisburg, PA 17111

Masano/Fries Architects Inc.  Judgment against           $19,225
855 Berkshire Boulevard       Shelbourne Manor
Wyomissing, PA 19610          Inc. tdba The Villa
                              St. Elizabeth

Sysco Food Services of        Food supply                $18,470
Central PA

Reading Business  Privilege   Business privilege         $16,585
Tax                           tax

Alexa Energy                  Heating oil                $10,740

Nelson H. Long, CPA           County tax                 $10,475

Charles B. Coleman, Esq.      Legal services              $8,695

BMC                           Accounting services         $8,414

Met-Ed                        Electric/Utility            $8,158

UGI Utilities                 Gas/Utility                 $6,328

Reading Area Water Authority  Water/Sewer bill            $5,534

XO Communications             Phone service               $3,212

US Food                       Food purchase               $1,890

Reading Electric              Elevator service            $1,287

Comcast                       Cable service               $1,017

American Red Cross            CPR Training                  $960

Ron Ukurski                   Maintenance work              $700

Maria Collazo                 Employee wages                $670

Cindy Chesko                  Employee wages                $607


FORD MOTOR: Aston Martin CEO Vows to Make It World's Number One
---------------------------------------------------------------
Aston Martin CEO Ulrich Bez revealed plans to make the famous
marquee "the number one prestige car company in the world" after
Ford Motor Company sold it to an investor consortium, the
Financial Times states.

As reported in yesterday in TCR, Ford 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. for
GBP479 million ($925 million).

Analysts say Aston is in good hands, as it will continue to be led
by a strong management team with Mr. Bez at the helm.  In
addition, the luxury car segment, of which Aston is a part, is
raking in more money than volume manufacturers, in spite of the
car industry's crisis, FT relates.

According to the report, one more thing working in Aston's favor
is its robust dealership network, which has steadily grown from
60 to 225 over the past few years.  The brand further plans to
expand in metropolitan centers in Moscow, St. Petersburg,
Shanghai, and Beijing.  Aston will also introduce a new model --
the Rapide -- a four-door sports coupe with a GBP180,000 tag
price, expected to enter production by 2010.

However, analysts are concerned that new manufacturing platforms
may cost the new owners up to $1 billion (EUR758 million) due to
the car industry's high development costs, FT reveals.

Aston must invest heavily in cleaner engine technology as well, in
the wake of stricter regulations of automobile emissions.  In this
regard, Ford has expressed its desire to continue supplying
engines to the ultra-luxury marquee, FT adds.

                       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.


FRANKLIN TIMBER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Franklin Timber Harvesting, Inc.
        110 Brandywine Lane
        Battleboro, NC 27809

Bankruptcy Case No.: 07-00910

Type of Business: The Debtor sells logging equipment.

Chapter 11 Petition Date: March 12, 2007

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Walter L Hinson, Esq.
                  Hinson & Rhyne, P.A.
                  P.O. Box 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746

Total Assets: $1,099,462

Total Debts:  $447,376

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Tammy Franklin                Money loaned from         $159,946
110 Brandywine Drive          mortgages on
Battleboro, NC 27809          personal residence

Comdata                                                  $28,862
Attn: Managing Agent
5301 Maryland Way
Brentwood, TN 37027

John Deere Power Plan                                    $14,681
Attn: Managing Agent
P.O. Box 5328
Madison, WI 537050328

Stop & Shop/Griffins Food                                $14,632
Stores
Attn: Manging Agent
4104 Sunset Avenue
Rocky Mount, NC 27804

Internal Revenue Service      1st Quarter 2006            $9,178
                              Taxes

Worsley Land & Timber LLC                                 $8,300

Wachovia Bank, NA                                         $8,236

Pioneer Machinery LLC                                     $7,336

Eastern Petroleum Corp.                                   $6,908

Internal Revenue Service      2nd Quarter 2006            $5,584
                              Taxes

Watson Truck Recapping                                    $5,207

White's Tire Service                                      $4,868

John Deere Credit                                         $4,526

John Woodie Enterprises,                                  $4,494
Inc.

BB&T Bankcard Corp.                                       $4,246

Overstreet Heating & Air Co.                              $4,084

GEMCO                                                     $3,907

Cooper Kenworth, Inc.                                     $3,857

Colony Tire                                               $3,671

Mangum's Inc.                                             $3,541


FREEPORT-MCMORAN: Offers $6 Bil. Notes to Fund Phelps Dodge Buy
---------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. intends to offer a total of
$6 billion aggregate principal amount of senior notes to the
public in two tranches.  The first tranche will be 8-year senior
notes and the second tranche will be 10-year senior notes.

Freeport-McMoRan plans to use the net proceeds from the offering
to fund a portion of the Phelps Dodge Corp. acquisition
consideration and pay related fees and expenses.  The closing of
this offering is conditioned on the Phelps Dodge acquisition.

As previously disclosed, each company will hold a special
meeting of stockholders today, March 14, 2007, to vote on the
proposed acquisition of Phelps Dodge by Freeport-McMoRan.

The joint book-running managers for the offering are JPMorgan
and Merrill Lynch & Co.  Copies of the preliminary prospectus
supplement relating to this offering may be obtained by
contacting:

     J.P. Morgan Securities Inc.
     270 Park Avenue, 8th Floor
     New York, New York, 10017

                or

     Merrill Lynch & Co.
     4 World Trade Center
     New York, New York, 10080

                 About Phelps Dodge Corp.

Phelps Dodge -- http://www.phelpsdodge.com/-- is among the  
world's largest producers of molybdenum, molybdenum-based
chemicals, and manufacturer of wire and cable products.

Phelps Dodge has operations in Venezuela, Thailand, China,
Netherlands, Philippines, Japan, United Kingdom, among others.


           About Freeport-McMoran Copper & Gold Inc.

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


FREEPORT-MCMORAN: Fitch Rates $11 Billion Loans at BB
-----------------------------------------------------
Fitch assigned the ratings to Freeport-McMoRan Copper & Gold and
downgraded the ratings of Phelps Dodge in connection with FCX's
pending acquisition of Phelps Dodge for approximately
$25.9 billion in cash and stock.

The transaction is subject to the approval of the shareholders of
FCX and Phelps Dodge; the vote is scheduled March 14, 2007 with
closing expected March 19, 2007.  The transaction is expected to
give rise to about $16 billion in additional debt.

Assigned:

   * Freeport-McMoRan Copper & Gold

      -- Issuer Default Rating 'BB';

      -- $500 million PT Freeport Indonesia/FCX Secured Bank
         Revolver 'BBB-';

      -- $1 billion Secured Bank Revolver 'BB';

      -- $2.5 billion Secured Bank Term Loan A 'BB';

      -- $7.5 billion Secured Bank Term Loan B 'BB';

      -- Existing Notes to be secured 'BB';

      -- 10.125% senior notes due 2010;

      -- 6.875% notes due 2014;

      -- 7% convertible notes due 2011 'BB-';

      -- FCX New Unsecured Notes due 2015 and 2017 at 'BB-'; and

      -- FCX Convertible Preferred Stock at B+.

   * Phelps Dodge

      -- Cyprus Amax 7.375% Notes due May 2007, to be secured and
         to be guaranteed by FCX downgraded from 'BBB' to 'BB-';

      -- Senior Unsecured Notes and Debentures to be guaranteed by
         FCX downgraded from 'BBB' to 'BB-';

      -- 8.75% notes due 2011;

      -- 7.125% debentures due 2027;

      -- 9.50% notes due 2031; and

      -- 6.125% notes due 2034.

Phelps Dodge Bank Revolver ratings have been withdrawn.

Some $18.7 billion in securities are affected.  The Ratings
Outlook is Stable.

The debt ratings of Phelps Dodge have been removed from Ratings
Watch Negative.

Pro Forma Dec. 31, 2006 Debt of about $17.6 billion compares at
2.26x pro forma 2006 EBITDA of $7.8 billion.  Fitch notes that
earnings and cash flows are highly levered to metals prices and
$0.20/lb. decline in copper prices could cut EBITDA by
$800 million over a twelve month period.  In particular, the price
of copper averaged $3.05/lb. on the London Metal Exchange in 2006
and $2.57/lb. for the first two months of 2007.

Liquidity is quite strong with slight usage expected on the
$1.5 billion in revolvers for letters of credit.  Pro forma
December 31, 2006 cash balances are $3.4 billion.

Results of both companies continue to benefit from strong metals
prices albeit at lower levels than the very high prices in 2006.
Metals prices, over the short to medium term, should allow
significant debt reduction and permit leverage to remain in a
range consistent with the ratings in a modestly lower earnings
environment.

The PT Freeport Revolver benefits from a superior security package
and therefore warrants a higher rating than the IDR.

The bank facilities and some of FCX's notes will be secured by:

   * the stock of certain domestic subsidiaries and 65% of certain
     first-tier foreign subsidiaries,

   * the intercompany indebtedness owed to FCX by its
     subsidiaries, and

   * deposits and investment accounts of FCX and will be
     unconditionally guaranteed by certain of FCX's existing and
     subsequently acquired or organized subsidiaries.

The Cyprus Amax Notes will be secured by pledges of the
outstanding shares of capital stock of Phelps Dodge's wholly owned
domestic subsidiaries and a portion of the capital stock of Phelps
Dodge's wholly owned first-tier foreign subsidiaries; these are
due in the very near term and repayment is supported by strong
liquidity.


GENERAL CABLE: Launches $285 Million Senior Notes Offering
----------------------------------------------------------
General Cable Corporation has commenced a tender offer for any and
all of its 9.5% Senior Notes, due 2010, approximately $285 million
in aggregate principal amount of the Notes are currently
outstanding.

In conjunction with the tender offer, the company is soliciting
the consent of the holders of a majority in aggregate principal
amount of the outstanding Notes to eliminate substantially all of
the restrictive covenants contained in the indenture governing the
Notes.  The terms and conditions of the tender offer and consent
solicitation are set forth in an Offer to Purchase and Consent
Solicitation Statement, dated Mar. 6, 2007.

The total consideration for each $1,000 principal amount of Notes
validly tendered and accepted for payment pursuant to the Offer
will be an amount equal to:

   i. the present value on the Payment Date of $1,047.50 per
      $1,000 principal amount of Notes and all scheduled interest
      payments on the Notes from the applicable payment up to
      Nove. 15, 2007, calculated based on the assumption that the
      Notes will be redeemed in full on Nov. 15, 2007, discounted
      on the basis of a yield to Nov. 15, 2007 equal to the sum
      of:

      a. the yield to maturity on the 3% U.S. Treasury Notes
         due Nov. 15, 2007, as calculated by the dealer manager in
         accordance with standard market practice, on the second
         business day immediately preceding the Consent
         Expiration, plus

      b. 50 basis points, minus

  ii. accrued and unpaid interest to, but not including, the
      applicable payment date being rounded to the nearest cent
      per $1,000 principal amount of the Notes.

The Tender Consideration is equal to the Total Consideration minus
the Consent Payment.  All Notes accepted for payment will also
receive accrued and unpaid interest up to, but excluding, the
applicable payment date.

Subject to certain conditions precedent described in the Offer to
Purchase, Holders who validly tender Notes and deliver consents at
or prior to 5:00 p.m., New York City time, on Mar. 15, 2007,
unless such time is extended, will be entitled to receive the
Total Consideration, which includes a consent payment of $30 per
$1,000 principal amount of Notes, which the company expect will be
paid on or about March 21, 2007.

Holders who validly tender Notes after the Consent Expiration
but at or prior to 12:00 midnight, New York City time, on
April 2, 2007, unless such time is extended, will be entitled to
receive the Tender Consideration, which is equal to the Total
Consideration less the Consent Payment.  Tendered Notes and
related consents may be withdrawn prior to the Consent Expiration.  
After the Consent Expiration, they may be withdrawn only under
certain limited circumstances.

                       About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes  
aluminum, copper, and fiber-optic wire and cable products.  It has
three operating segments: industrial and specialty (wire and cable
products conduct electrical current for industrial and commercial
power and control applications); energy (cables used for low-,
medium- and high-voltage power distribution and power transmission
products); and communications (wire for low-voltage signals for
voice, data, video, and control applications).  Brand names
include Carol and Brand Rex.  It also produces power cables,
automotive wire, mining cables, and custom-designed cables for
medical equipment and other products.

                          *     *     *

Moody's Investors Service assigned a B1 Rating to General Cable
Corp.'s $125 million unsecured floating rate notes due 2015 and
$200 million senior unsecured notes due 2017.


GENERAL MOTORS: To Pay $1 Billion in Settlement Charges to GMAC
---------------------------------------------------------------
General Motors Corp. has agreed to pay approximately $1 billion in
settlement charges to GMAC Financial Services by the end of the
first quarter in relation to a change in the lending arm's balance
sheet, John D. Stoll of The Wall Street Journal reports.

The cash settlement is related to the impact that problems in the
subprime mortgage segment, which focuses on borrowers with low
credit scores, have had on GMAC's book value, WSJ says, citing
people familiar with the settlement.

As reported in the Troubled Company Reporter on Dec. 1, 2006, GM
completed the sale of a 51% interest in GMAC to a consortium of
investors led by Cerberus FIM Investors LLC and including wholly
owned subsidiaries of Citigroup Inc., Aozora Bank Ltd., and The
PNC Financial Services Group Inc.

The transaction will preserve the mutually beneficial relationship
between GM and GMAC, while improving GMAC's access to cost-
effective funding.  In addition, the sale of the controlling
interest in GMAC will provide significant liquidity to GM that
will support its North American turnaround plan, finance global
growth initiatives, and strengthen its balance sheet.

                    2006 Results Expected Today

As reported yesterday in the Troubled Company Reporter, the
automaker scheduled the release of its 2006 fourth-quarter and
calendar year financial results today via PR Newswire and GM Media
Online.

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.


GRANT PRIDECO: Earns $140.1 Million in Quarter Ended December 31
----------------------------------------------------------------
Grant Prideco Inc. reported net income of $140.1 million on
revenues of $518.1 million for the fourth quarter ended
Dec. 31, 2006.  These results compare to net income of
$78.4 million on revenues of $388.7 million in last year's fourth
quarter.  

The results benefited from a reduction in the quarterly effective
tax rate to 24% (compared to the third quarter year-to-date rate
of 31%) as a result of recognition of additional foreign tax
credit carryforwards and a tax rate reduction in China.  The lower
effective tax rate resulted in a benefit of $13.6 million.  In
addition, the company recognized a $3.9 million nonrecurring gain
from the settlement of a trade credit dispute, offset by extra
costs related to TreX(R) cutter patent litigation and facility
consolidation costs totaling $3.1 million.  

"We are pleased to announce another exceptional quarter for Grant
Prideco," commented Michael McShane, Chairman and Chief Executive
Officer of Grant Prideco.  "Our Drilling Products and Services
segment reported record revenues, increasing 24% sequentially as a
result of increased pricing and higher volumes, and benefited from
the addition of a new weld line at its U.S. manufacturing
facility.  Our ReedHycalog segment realized the positive effects
of the acquisition of Andergauge and our Tubular Technology and
Services segment showed a sequential increase in operating income
in spite of the weakened U.S. market for Premium Tubular
Products."  

Consolidated revenues increased by $129.4 million, or 33%,
compared to last year's fourth quarter, as worldwide drilling
activity increased by 7%.  Consolidated operating income margins
increased to 30.8% from 23.8% for the same prior-year period.
Selling, general and administrative costs increased by
$18.4 million due primarily to the addition of Andergauge and
$2.5 million in TReX patent litigation costs.  The company also
settled a trade credit dispute resulting in a gain of $3.9 million
during the quarter.  

Interest expense increased slightly reflecting borrowings in the
fourth quarter of 2006 related to the Andergauge acquisition in
October 2006.  Equity income from the company's investment in
Voest-Alpine Tubulars increased to $34.3 million from
$24.4 million in last year's fourth quarter due to increased
volumes and pricing of its seamless tubulars, primarily in
international markets.  Other expense remained relatively flat
year-over-year.

For the year ended Dec. 31, 2006, the company reported net income
of $464.6 million on total revenues of $1.835 billion, compared
with net income of $189 million on total revenues of
$1.349 billion for 2005.

At Dec. 31, 2006, the company's balance sheet showed
$2.022 billion in total assets, $641.7 million in total
liabilities, $17.5 million in minority interests, and
$1.362 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?1b12

                           Cash Balances

At Dec. 31, 2006, the company had cash of $57.3 million, working
capital of $640.1 million and unused borrowing availability of
$306.8 million under its new unsecured credit facility, compared
to cash of $28.2 million, working capital of $479.6 million and
unused borrowing availability under its previous senior credit
facility of $330.6 million at Dec. 31, 2005.

Net cash flow provided by operating activities increased by
$199.4 million in 2006 compared to 2005 primarily due improved
operating results reflecting the continued strengthening in the
oil and gas drilling markets.

Net cash used in investing activities increased by $141.0 million
in 2006 compared to 2005.  Cash payments for business acquisitions
increased $72.8 million due to the acquisition of Andergauge in
October 2006.  Capital expenditures in 2006 were $100.2 million
compared to $29.5 million in 2005.

Net cash used in financing activities increased by $10.4 million
in 2006 compared to 2005.  This increase reflects payments on
Andergauge debt assumed in 2006 of $46.2 million, lower proceeds
from common stock issuances of $56.4 million and an increase in
the repurchase of common stock of $161.7 million shares, partially
offset by lower net repayments on debt and costs in 2006 of
$238.3 million primarily in connection with our debt restructuring
in 2005.  Additionally, due to the adoption of SFAS No. 123(R) at
Jan. 1, 2006, excess tax benefits related to stock option
exercises are now reflected in financing activities, which were
$15.6 million for 2006.

                          Credit Facility

In August 2006, the company replaced its existing five-year
$350 million revolving secured credit facility with an amended and
restated five-year $350 million revolving senior unsecured credit
facility.  Under the New Credit Facility, the company has the
option to increase aggregate U.S. borrowing availability by an
additional $150 million in increments of $25 million, subject to
syndication.

The terms of the New Credit Facility provided for financial
covenants that include maintenance at all times of a maximum total
debt to book capitalization ratio not to exceed 50%, and
maintenance on a rolling four quarter basis of a minimum interest
coverage ratio (EBITDA/interest expense) of not less than 2.50 to
1.00.  The New Credit Facility contains additional covenants,
including restrictions to incur new debt, repurchase company
stock, pay dividends, sell assets, grant liens and other related
items.  At Dec. 31, 2006, the company was in compliance with the
various covenants under the New Credit Facility.

                            Acquisition

On Oct. 13, 2006, the company acquired Anderson Group Limited and
related companies (Andergauge) for $117.7 million, plus the
assumption of net debt of approximately $39.9 million.  Andergauge
is a provider of specialized downhole drilling tools, including
the well known AnderReamer and AG-itator, and provides services
related to these tools.  This business is included in the
ReedHycalog segment from the date of acquisition and contributed
revenues of approximately $18 million during the fourth quarter.

                        About Grant Prideco

Headquartered in Houston, Texas, Grant Prideco Inc. (NYSE: GRP) --
http://www.grantprideco.com/-- is the world leader in drill stem  
technology development and drill pipe manufacturing, sales and
service; a global leader in drill bit and specialty tools,
manufacturing, sales and service; and a leading provider of high-
performance engineered connections and premium tubular products
and services.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family
Rating for Grant Prideco Inc.  Moody's also affirmed its Ba1
rating on the company's 6.125% Senior Unsecured Guaranteed Global
Notes Due 2015 and assigned the debentures an LGD4 rating
suggesting noteholders will experience a 55% loss in the event of
a default.


GREAT LAKES: S&P Lifts Corporate Credit Rating to B from CCC+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Great
Lakes Dredge & Dock Corp., including its corporate credit rating
to 'B' from 'CCC+'.

In addition, the ratings were removed from CreditWatch with
positive implications, where they were placed on June 23, 2006.
Great Lakes had total debt of approximately $195 million at
Dec. 31, 2006.  The outlook is stable.

"The upgrade reflects Great Lakes' improved, though still highly
leveraged, financial risk profile, marked by a lower debt balance
due to the completion of the company's merger with special purpose
acquisition company Aldabra Acquisition Corp.," said
Standard & Poor's credit analyst James Siahaan.

In conjunction with merging with Aldabra, the outstanding balance
of Great Lakes' senior term loan (roughly $51 million) was
retired.


GREENPARK GROUP: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: GreenPark Group LLC
        3010 Old Ranch Parkway, Suite 450
        Seal Beach, California 90740
        Tel: (562) 446-4100

Bankruptcy Case No.: 06-10988

Debtor-affiliate filing separate chapter 11 petition on June 23,
2006:

      Entity                                  Case No.
      ------                                  --------
      California/Nevada Developments LLC      06-10989

Debtor-affiliates filing separate chapter 11 petition on Jan. 26,
2007:

      Entity                                  Case No.
      ------                                  --------
      GreenPark Runkle Canyon LLC             07-10233
      McCadden Development LLC                07-10230

Debtor-affiliates filing separate chapter 11 petition on March 12,
2007:

      Entity                                  Case No.
      ------                                  --------
      GreenPark South Las Vegas LLC           07-10683
      GreenPark Las Vegas LLC                 07-10685
      South Las Vegas LLC                     07-10687

Type of Business: The Debtors are real estate developers
                  and building contractors.

Chapter 11 Petition Date: June 23, 2006

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtors' Counsel: Alan J. Friedman, Esq.
                  Irell & Manella, LLP
                  840 Newport Center Drive, Suite 400
                  Newport Beach, California 92660
                  Tel: (949) 760-0991
                  Fax: (949) 760-5200

                        Estimated/Total     Estimated/Total
                            Assets               Debts
                        ---------------     ---------------
GreenPark Group LLC     $10 Million to      $100,000 to
                        $50 Million         $500,000

California/Nevada       Less than           $10 Million to
Developments LLC       $50,000             $50 Million

GreenPark Runkle        $12,064,459         $34,022
Canyon LLC

McCadden Development    $48,967             $1,150,000
LLC

GreenPark South         $9,701              $0
Las Vegas LLC

GreenPark Las Vegas     $1,543,032          $0
LLC

South Las Vegas LLC     $619,001            $25,000


A. GreenPark Group LLC's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
EOP-Bixby Ranch, LLC             Trade Debt -          $339,174
c/o Equity Office                Office Lease
Management, LLC                  Agreement
333 City Boulevard West
Suite 200
Orange, CA 92668

Pacific Terra Holdings, LLC      Trade Debt -           $50,000
3010 Old Ranch Parkway           Management Fee
Suite 454                        Agreement
Seal Beach, CA 90740

Baker Fairview Self Storage      Trade Debt -           Unknown
2955 Fairview Road               Storage Unit
Costa Mesa, CA 92626

R.A. Smith & Associates, Inc.    Lawsuit                Unknown
c/o Michael W. McCann, Esq.
The Law Offices of
Michael W. McCann
15 West Carrillo Street
Suite 220
Santa Barbara, CA 93101

B. California/Nevada Developments LLC's Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
R.A. Smith & Associates, Inc.    Lawsuit                Unknown
c/o Michael W. McCann, Esq.
The Law Offices of
Michael W. McCann
15 West Carrillo Street
Suite 220
Santa Barbara, CA 93101

Cox, Castle & Nicholson          Legal Fees             Unknown
Corporate Officer
Two Century Plaza
2049 Century Park East
Los Angeles, CA 90067

CT Corporation                                          Unknown
Authorized Agent
P.O. Box 4349
Carol Stream, IL 60197

Magness Petroleum Co., Inc.                             Unknown
Corporate Officer
301 East Ocean Boulevard
Suite 1010
Long Beach, CA 90802

Watson Land Company                                     Unknown
Attn: Corporate Officer
22010 South Wilmington Avenue
Carson, CA 90745

C. GreenPark Runkle Canyon LLC's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Stantec Consulting, Inc.      Trade                      $34,022
13980 Collections Center Drive
Chicago, IL 60693

D. South Las Vegas LLC's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
William Unger                 Contract                   $25,000
2564 Pine Prairie Avenue
Henderson, NV 89052


E. McCadden Development LLC, GreenPark South Las Vegas LLC, and
   GreenPark Las Vegas LLC disclose that they are unaware of any
   creditors as of their respective bankruptcy filing.


HEALTH NET: Good Performance Prompts S&P to Upgrade Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Health Net Inc. to 'BB+' from 'BB' and its counterparty
credit and financial strength ratings on Health Net's core
operating subsidiaries to 'BBB' from 'BBB-'.

Standard & Poor's also said that it raised its counterparty credit
and financial strength ratings on the company's strategically
important subsidiaries to 'BBB-' from 'BB+'.

The outlook on all these companies is stable.

"We raised the ratings because of the companies' continued
improved operating performance and Health Net stabilizing its
commercial membership in its core California marketplace," said
Standard & Poor's credit analyst Neal Freedman.

The ratings are based on the group's well-established competitive
position, improved profitability, and conservative debt leverage
as well as the earnings and cash-flow diversity that its
Government Services Division provides.  Offsetting these positive
factors are Health Net's limited product scope and ongoing
concerns about its competitive standing in the Northeast.

Standard & Poor's expects Health Net's 2007 consolidated pretax
GAAP earnings to be $675 million-$685 million, reflecting an ROR
of 4.5%-5.0%.  Excluding the Medicare Part D prescription drug
plan, the company's 2007 consolidated enrollment is expected to
increase 1%-2% to about 3.5 million members, reflecting an
estimated 1%-2% in commercial enrollment and a 10% increase in
Medicare Advantage enrollment.  The capital adequacy is expected
to be 150%-160% in 2007.

Health Net operates one of the largest HMOs in California, which
has a relatively concentrated population.  The company's insured
membership in California totaled about 2.3 million as of year-end
2006, which constituted 70% of insured membership as of
Dec. 31, 2006.  The California operations have contributed
significantly to the company's ability to provide liquidity for
the parent and fund growth internally.


HERBALIFE LTD: Increases Net Income to $143 Million in Year 2006
----------------------------------------------------------------
Herbalife Ltd. earned $143.13 million in net income on net sales
of $1.88 billion for the year ended Dec. 31, 2006, compared with
net income of $93.14 million on net sales of $1.56 billion for the
previous year.  Cost of sales in 2006 totaled $380.33 million,
versus $315.74 million in 2005.  

As of Dec. 31, 2006, the company listed $1.01 billion in total
assets and $663.04 million in total liabilities, resulting to
$353.89 million in total shareholder's equity.

The company held $154.32 million in cash and cash equivalents as
of Dec. 31, 2006, up from $88.24 million in cash and cash
equivalents as of Dec. 31, 2005.

A full-text copy of Herbalife's annual report is available for
free at http://ResearchArchives.com/t/s?1b4d

                  Liquidity and Capital Resources

For the year ended Dec. 31, 2006, the company generated
$184.4 million from operating cash flows, as compared with
$143.4 million in 2005.  The increase in cash generated from
operations reflected an increase in operating income of
$37.9 million, which was primarily driven by a growth in net
sales.

Capital expenditures, including capital leases, for the year ended
Dec. 31, 2006, were $66.9 million, as compared with $32.6 million
in 2005.  The majority of these expenditures represented
development of internet tools for distributors, the relocation of
our Inglewood office and warehouse facility in Memphis, and the
expansion of the company's retail stores in China.  The company
expects to incur capital expenditures of up to $45 million in
2007.

As of Dec. 31, 2006, the company had positive working capital of
$132.2 million and contractual obligations of $358.5 million.

                       About Herbalife Ltd.

Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/-- now in  
its 26th year, conducts business in 62 countries.  The company
does business with several manufacturers worldwide and has its own
manufacturing facility in Suzhou, China as well as major
distribution centers in Venray, Netherlands, Japan, Los Angeles,
Calif., Memphis, Tenn., and Guadalajara, Mexico.

                           *    *    *

Standard & Poor's Ratings Services rated Herbalife Ltd.'s
long-term foreign and local issuer credit ratings at BB+.


HOME PRODUCTS: Panel Hires Giuliani Capital as Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors in Home Products
International Inc. and Home Products International-North
America Inc.'s chapter 11 cases authority to retain Giuliani
Capital Advisors LLC as its financial advisor, nunc pro tunc to
Jan. 3, 2007.

As reported in the Troubled Company Reporter on Feb. 14, 2007,
before the Committee was formed, Giuliani assisted an ad hoc
committee of holders of the Debtors' outstanding 9.625% Senior
Subordinate Notes due 2008 in structuring, evaluating, and
negotiating a restructuring of the Debtors.

As financial advisor, the firm will:

   (a) assist the Official Committee in the analysis of the
       Debtors' business plans, cash flow forecasts, financial
       projections, and cash flow reporting;

   (b) advise the Official Committee with respect to available
       capital restructuring, sale, and financing alternatives
       for the Debtors, including recommending specific courses
       of action, and assisting with the design, structuring, and
       negotiation of alternative restructuring or transaction
       structures;

   (c) advise the Official Committee regarding financial
       information prepared by the Debtors and in the Official
       Committee's coordination of communication with interested
       parties and their advisors;

   (d) advise the Official Committee in preparing for, meeting
       with, and presenting information to interested parties and
       their advisors;

   (e) advise the Official Committee, and coordinate with counsel
       to the Official Committee, in the development of a
       restructuring plan for the Debtors and in the negotiation
       with parties-in-interest or in the sale of a portion or
       substantially all of the Debtors' assets, whether
       structured as a stock transfer, merger, purchase, and
       assumption transaction or other business combination;

   (f) advise the Official Committee as to the Debtors' proposals
       from third parties for new sources of capital or the sale
       of the Debtors; and

   (g) other services as may be reasonably requested in writing
       from time to time by the Official Committee and as agreed
       by the firm.

The firm charges a monthly advisory fee of $75,000.  In connection
with either a recapitalization or restructuring of the Debtors,
either out-of-court or through a bankruptcy, the firm will be
entitled to a $500,000 transaction fee payable upon the successful
consummation of that transaction.  The firm will credit against
the Transaction Fee (i) $73,750, (ii) one-half of the first
Monthly Advisory Fee actually paid to Giuliani, plus (iii) all
other Monthly Advisory Fees in full actually paid to Giuliani
until that Transaction Fee is fully credited.

In connection with its work for the Ad Hoc Committee, the Debtors
paid Giuliani $223,857 in prepetition fees and expenses.  It
included the $75,000 advance payment.

Phil Van Winkle, a managing director at Giuliani Capital Advisors
LLC, assures the Court that his firm does not hold or represent
any interest adverse to the Debtors and their estates, and has no
connection to the Debtors, their creditors, and other known
significant parties-in-interest in the Debtors' cases.

                      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).  Ronald
Barliant, Esq., and Kathryn A. Pamenter, Esq., at Goldberg Kohn,
Bell, Black, Rosenbloom & Moritz, Ltd., and Mark D. Collins, Esq.,
and Michael J. Merchant, Esq., at Richards, Layton & Finger P.A.
represent 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.


INTEGRATED ELECTRICAL: Names C. Haas as Supply Chain Management VP
------------------------------------------------------------------
Integrated Electrical Services, Inc. appointed Christopher Haas,
age 41, as Vice President of Supply Chain Management, a new
position, effective immediately.  He will report directly to
Michael J. Caliel, IES' President and Chief Executive Officer.

"We are pleased to welcome Chris to our management team," Michael
Caliel stated.  "He has had a broad and distinguished career, with
solid experience in supply chain management, and will assume
overall leadership for that function.  With our focus on
strengthening the critical functions of our business, including
our supply chain management processes, this is a key role, and we
look forward to Chris' contribution and leadership in this area."

Most recently since 2001, Mr. Haas held several management
positions at CSX Transportation Inc., including Assistant Vice
President of Purchasing and Materials; General Manager of MRO &
Fuel and General Manager of Engineering.  Previously, he was with
International Truck and Engine Corporation as Purchasing Manager
of the engine division and Manager of Program Management of
advance engine designs.  Prior to that, he was with Ford Motor
Company, where he held numerous key positions in its supply
management operations.

Mr. Haas received a B.S. in Mechanical Engineering from the
University of Notre Dame and earned an MBA from Indiana
University.  He served as an officer in the United States Navy in
the Nuclear Submarine Force and is currently a Commander in the
United States Naval Reserve.

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. (Nasdaq: IESC) -- http://www.ielectric.com/and   
http://www.ies-co.com/-- is an electrical and communications   
service provider with national roll-out capabilities across the
U.S.  Integrated Electrical Services offers seamless solutions and
project delivery of electrical and low-voltage services, including
communications, network, and security solutions.  The Company
provides system design, installation, and testing to long-term
service and maintenance on a wide array of projects.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq.,
at Weil, Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000.

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.


INT'L RECTIFIER: Fitch Lifts Issuer Default Rating to BB from BB-
-----------------------------------------------------------------
Fitch Ratings has upgraded International Rectifier Corp.'s
ratings:

   -- Issuer Default Rating to 'BB' from 'BB-'
   -- Senior Secured Bank Credit Facility Rating 'BB+' from 'BB'
   -- Subordinated Debt Rating to 'BB-' from 'B+'

The Rating Outlook remains Positive.

The rating upgrades and Outlook reflect:

   * IR's strengthened operating profile, pro forma for the
     anticipated Apr. 1, 2007 divestiture of the company's lower
     margin and comparatively volatile Power Controls Systems  
     business, representing approximately 25% of IR's current
     revenue base;

   * Fitch's expectations that, despite slowing albeit still
     positive personal computer and cell phone unit growth over
     the next few years, IR's growth rate will exceed that of the
     semiconductor market and exhibit less operating volatility
     than historically, due to a combination of increased power
     management content per device/product and the ongoing
     conversion to digital from mechanical;

   * rational capacity additions over the past few years, as well
     as more flexible capacity related to the company's new
     foundry relationship with Tower Semiconductor, which should
     result in more consistent utilization rates through the
     intermediate-term;

   * relatively diversified product and end market portfolios,
     with no significant customer concentration; and,

   * increased net cash position upon receiving $290 million in
     gross proceeds from the divestiture.

Fitch believes further positive rating action could occur if IR:

   * achieves growth consistently above the broader market;

   * meaningfully increases the mix of energy savings and
     Aerospace & Defense revenues, both of which are characterized
     by longer product life-cycles;

   * sustains gross and operating margins approaching 50% and 25%,
     respectively;

   * generates consistently positive free cash flow while
     maintaining capital spending discipline; and

   * sustains a net cash position.

Ratings concerns mainly center on IR's ongoing significant
investments in research and development (R&D) and capital
equipment, which Fitch believes will continue to approximate 25%
of revenues, consistent with peers. Over the next two years,
however, Fitch anticipates heightened capital intensity for the
company, as it continues expanding manufacturing capacity.

Nonetheless, Fitch believes IR would be challenged to meaningfully
curtail R&D and capital spending more than temporarily without
jeopardizing key customer relationships and leading positions in
several power management markets.  

Concerns also include

   * IR's historically modest although positive annual free cash
     flow;

   * higher concentration to the computing and communications
     segment, pro forma for the divestiture, two end markets
     characterized by shorter product life-cycles and technology
     risk; and

   * small size relative to the majority of its competitors, many
     of whom are large integrated semiconductor makers with more
     diversified revenue portfolios and greater financial
     resources, which Fitch believes will provide greater
     financial flexibility through future semiconductor cycles.

Although the pending divestiture modestly reduces the company's
revenue diversification, Fitch believes IR's pro forma revenue
portfolio will be higher mix and less volatile than historically.

IR's Focus Products businesses, excluding intellectual property
licensing revenues (the patents for which expire over the
near-term and are largely related to the PCS business),
represented approximately 75% of consolidated revenues including
the non-aligned product segment, which was reclassified as
discontinued operations as of Dec. 31, 2006, but 89% of
consolidated gross margins for the latest 12 months ended
Dec. 31, 2006.

Given solid order growth and positive demand trends for power
management, Fitch believes IR's revenue growth will exceed 3x
world-wide gross domestic product over the next few years and
could be slightly higher than annual semiconductor industry
growth.  At the same time, Fitch estimates IR's gross margins will
be above 45% post divestiture through a moderate cycle and
operating margin, which Fitch estimates was just less than 15% for
the LTM ended Dec. 31, 2006, above 20%.  Demand visibility should
also improve, due to the company's earlier and increased design
and engineering collaboration with customers, which should enable
the company to more effectively manage production schedules and
supply additions and, therefore, maintain more consistent
utilization rates.

As of Dec. 31, 2006 Fitch believes IR's liquidity position was
solid and supported by:

   * approximately $1.1 billion of cash and cash equivalents,
     including investments in securities with long-term
     maturities, and

   * a $150 million undrawn senior secured revolving credit
     facility expiring 2011.

The aforementioned anticipated $290 million of gross proceeds from
the PCS divestiture also will bolster the company's liquidity
position. Fitch believes annual free cash flow will be limited
over the next two years, due to heightened capital spending, but
likely increase to $50-$100 million by fiscal year 2009.  As of
Dec. 31, 2006 total debt consisted of the $550 million 4.25%
convertible subordinated notes due July 2007, and approximately
$88 million of foreign bank loans.  Rather than refinancing its
debt, Fitch believes IR is likely to use net proceeds received
from the divestiture and current cash balances to meet the
upcoming maturity of the aforementioned convertible notes.

IR expects to close the sale of its PCS businesses, which include
commodity product and non-aligned product segments to Vishay
Intertechnologies for approximately $290 million on April 1, 2007.

Pro forma for the divestiture, excluding the license fees from
intellectual property, the key patents for which significantly
expire by fiscal year 2008 and 2009, IR's end market portfolio
will consist of:

   * communications and computing,

   * energy savings products, and

   * aerospace and defense, respectively representing
     approximately 51%, 33%, and 16% of pro forma revenues.

In connection with the divestiture, IR also will provide foundry
and certain other services to Vishay for up to three years, the
revenues from which Fitch believes will be modest and less
profitable.


JP MORGAN: S&P Puts Default Rating on Class M Certificates
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on four
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2002-C3
on CreditWatch with negative implications.  At the same time, the
rating on one class was lowered to 'D' from 'CCC-'.

The CreditWatch negative placements reflect credit support
degradation due to the liquidation of the First National Plaza
portfolio.  Standard & Poor's will resolve the CreditWatch
placements after we analyze the transaction to determine whether
or not the remaining credit support is sufficient for the
outstanding ratings.  The rating on class M was set to 'D' because
of principal losses related to the liquidation.

The First National Plaza portfolio loan was the third-largest loan
in the transaction, and was secured by the fee simple interest in
two class C office properties and one leasehold interest in a
class B office property in Dayton, Ohio, totaling 670,260 sq. ft.
The property was liquidated March 1, 2007, causing a $21.9 million
loss on the scheduled loan balance of $33.4 million.

The realized loss was applied to the certificates on the trustee
remittance report dated March 12, 2007.
    
                Ratings Placed On Creditwatch Negative
     
                    J.P. Morgan Chase Commercial
                      Mortgage Securities Corp.

                  Commercial Mortgage Pass-Through
                    Certificates Series 2002-C3

                      Rating
                      ------
       Class    To               From    Credit enhancement
       -----    --               ----    -----------------
       H        BBB-/Watch Neg   BBB-    2.93%
       J        B/Watch Neg      B       0.92%
       K        B-/Watch Neg     B-      0.49%
       L        CCC/Watch Neg    CCC     0.00

                          Rating Lowered
     
                    J.P. Morgan Chase Commercial
                      Mortgage Securities Corp.

                  Commercial Mortgage Pass-Through
                    Certificates Series 2002-C3

                                  Rating
                                  ------
                    Class     To           From
                    -----     --           ----
                    M         D            CCC-


JANI KASSU: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Jani Kassu Trading, Inc.
        2604 5th Street
        Stafford, TX 77477-6311

Bankruptcy Case No.: 07-31547

Type of Business: The Debtor operates a convenience store.

Chapter 11 Petition Date:

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


JORDAN RIVER: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Jordan River Resources, Inc.
             781 Progress Court
             Williamstone, MI 48895

Bankruptcy Case No.: 07-01747

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Red Stone Energy Corporation               07-01750

Type of Business: Jordan River Resources is in the process of
                  acquiring income producing real estate or oil
                  and gas leases throughout the US.  Jordan River
                  has entered non-disclosure agreements regarding
                  location properties and the terms to acquire are
                  proprietary and confidential.

                  Red Stone is in development stage seeking to
                  acquire income producing oil and gas leases and
                  operate these for profit

Chapter 11 Petition Date: March 12, 2007

Court: Western District of Michigan (Grand Rapids)

Debtors' Counsel: Jerome D. Frank, Esq.
                  Frank & Frank PC
                  30833 Northwestern Highway, Suite 205
                  Farmington Hills, MI 48334
                  Tel: (248) 932-1440

                                 Total Assets   Total Debts
                                 ------------   -----------
Jordan River Resources, Inc.     $4,141,095     $16,650,931
Red Stone Energy Corporation     $1,581,311      $2,208,123

A. Jordan River Resources, Inc.'s 12 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Mesquite Oil & Gas, LLC                            $2,343,179
   c/o Stephen A. Metzler
   1800 West Big Beaver Road, Suite 100
   Troy, MI 48084

   OK Minerals, LLC                                     $986,057
   c/o Stephen A. Metzler
   1800 West Big Beaver Road, Suite 100
   Troy, MI 48084

   Delaware River Resources, LLC                        $250,545
   c/o Stephen A. Metzler
   1800 West Big Beaver Road, Suite 100
   Troy, MI 48084

   Midwest Diversified, LLC                             $194,912

   Red River Operators, LLC                             $173,936

   Great Lakes Energy Company, LLC                      $133,151

   Redstone Energy Corporation                           $96,446

   Snake River Resources, Inc.                           $95,522

   Shelf Exploration & Production LP                     $56,767

   Joseph A. Blimline                                    $16,764

   Truluck Enterprises, LLC                               $5,000

   Columbia River Resources, Inc.                         $4,018


B. Red Stone Energy Corp.'s Four Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Mesquite Oil & Gas, LLC                              $734,719
   c/o Stephen A. Metzler
   1800 West Big Beaver Road, Suite 100
   Troy, MI 48084

   OK Minerals LLC                                      $152,024
   c/o Stephen A. Metzler
   1800 West Big Beaver Road, Suite 100
   Troy, MI 48084

   Great Lakes Energy Company LLC                        $27,842
   c/o Stephen A. Metzler
   1800 West Big Beaver Road, Suite 100
   Troy, MI 48084

   Snake River Resources, LLC                             $9,300
   c/o Stephen A. Metzler
   1800 West Big Beaver Road, Suite 100
   Troy, MI 48084


JULIANNA REALTY: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Julianna Realty, LLC
        294 Great Neck Road
        Great Neck, NY 11021

Bankruptcy Case No.: 07-70826

Chapter 11 Petition Date: March 12, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Andrew Paul Cooper, Esq.
                  Hession, Bekoff & Cooper, LLP
                  1103 Stewart Avenue, Suite 200
                  Garden City, NY 11530
                  Tel: (516) 408-3666
                  Fax: (516) 408-3833

Total Assets: $3,030,200

Total Debts:  $1,574,100

Debtor's Two Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
LillyJam Construction         Construction and           $95,000
P.O. Box 174                  renovations of
Plainview, NY 11803           building located on
                              real property

Rocco Iannarelli              General property           $12,600
Receiver of Taxes             taxes
200 Plandome Road
Manhasset, NY 11030


KARA OF DOVER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kara of Dover, LLC
        197 Route 18 South, Suite 235S
        East Brunswick, NJ 08816

Bankruptcy Case No.: 07-13367

Type of Business: The Debtor is an affiliate of Kara Homes, Inc.

                  Kara Homes builds single-family homes,
                  condominiums, townhomes, and active-adult
                  communities.  Kara Homes filed for chapter 11
                  protection on Oct. 5, 2006 (Bankr. D. N.J.
                  Case No. 06-19626).

                  32 affiliates filed their respective voluntary
                  chapter 11 petitions between the period of
                  Oct. 9, 2006 and Feb. 13, 2007.

Chapter 11 Petition Date: March 12, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith & Davis LLP
                  Metro Corporate Campus One
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

Total Assets: $0

Total Debts:  $49,198

Debtor's 20 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
WSB Engineering Group, P.A.                   $13,073
1018 Schenck's Mill Line Road
Toms River, NJ 08753

G&R Trimmin Contractors, Inc.                  $9,365
154 Willow Street
East Brunswick, NJ 08816

E.L. Pierson Contracting & Truck               $8,000
14 Reckendorfer Avenue
Elmer, NJ 08318

Willis Construction Services                   $6,817

Just Trucking Inc.                             $3,300

Lynch Guilano & Associates                     $2,580

All County Aluminum Inc.                       $1,150

Vintage                                          $890

J. Vitale Sign Co., Inc.                         $795

Carfaro Inc.                                     $725

Fireside Hearth & Home                           $545

First Choice Construction & Development          $520

A-1 Bracket                                      $450

East Coast Site Work                             $200

Builders First Source                            $189

BP Associates                                    $185

Bailey Square Janitorial Inc.                    $175

RWZ Inc. Stairs & Rails                          $150

Sunrise Concrete Company                          $88

Elizabeth August                              Unknown


KAYDON CORP: Earns $69.5 Million in Year Ended December 31
----------------------------------------------------------
Kaydon Corp. reported net sales of $403.99 million and net income
of $69.5 million for the year ended Dec. 31, 2006.  It had net
sales of $354.55 million and net income of $73.88 million for the
prior year.

Cost of sales in 2006 was $236.56 million, as compared with cost
of sales in 2005 of $215.52 million.  

As of Dec. 31, 2006, the company listed $737.55 million in total
assets, $304.37 million in total liabilities, resulting to
$433.18 million in total shareholders' equity.

One of the company's financial strategies is to maintain a high
level of liquidity and cash flow, which continued in 2006.  As of
Dec. 31, 2006, it had $370.78 million in cash and cash
equivalents, reflecting net increase of $49.98 million, which
consisted of $89.86 million in net cash from operating activities,
$26.29 million in net cash used in investing activities,
$15.37 million in net cash used in financing activities, and
$1.79 million in effect of exchange rate changes on cash and cash
equivalents.

The company has outstanding $200 million of 4% Contingent
Convertible Senior Subordinated Notes due 2023 as of Dec. 31,
2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b47

                        About Kaydon Corp.

Headquartered in Danville, Illinois, Kaydon Corp. --
http://www.kaydon.com/-- through its subsidiary Tridan  
International, Inc., supplies machinery for the production of
evaporators and condensers commonly used in manufacturing air and
refrigeration systems.

                           *     *     *

Kaydon Corp.'s 4% Contingent Convertible Senior Subordinated Notes
due 2023 carry Moody's Ba3, Standard & Poor's BB-, and Fitch's BB-
ratings.


KING PHARMACEUTICALS: Earns $289 Million in Year Ended December 31
------------------------------------------------------------------
King Pharmaceuticals Inc. reported net income of $289 million
during the year ended Dec. 31, 2006, compared to net income of
$118 million during the prior year.  Total revenues increased 12%
to a record high $1.988 billion during the year ended
Dec. 31, 2006, compared to $1.772 billion for 2005.  

For the fourth quarter ended Dec. 31, 2006, total revenues
increased 21% to $513 million compared to $423 million in the
fourth quarter of 2005.  Reported net income equaled $37 million
during the fourth quarter of 2006, compared to a net loss of
$95 million in the same period of the prior year.  

Brian A. Markison, President and Chief Executive Officer of King,
stated, "During 2006, King Pharmaceuticals achieved many important
accomplishments which we believe are representative of the
successful execution of our strategy for growth.  Most notably, we
continued to maximize the value of our existing products as
evidenced by our record high total revenues of $1.99 billion.  We
also successfully focused our resources and talents on
strengthening our product portfolio, particularly through our
acquisition of AVINZA(R) (morphine sulfate extended release), a
true once-a-day formulation of morphine."  Mr. Markison continued,
"More recently, we expanded our THROMBIN-JMI(R) (thrombin,
topical, bovine, USP) franchise with our acquisition of an
exclusive license to Vascular Solutions' hemostatic products,
enabling King to offer physicians an even wider array of means to
administer our topical hemostatic agent."

As of Dec. 31, 2006, the company's cash and cash equivalents and
investments in debt securities totaled approximately $1 billion.  
During the fourth quarter of 2006 and for the year ended
Dec. 31, 2006, the company generated cash flow from operations of
approximately $168 million and $466 million, respectively.

At Dec. 31, 2006, the company's balance sheet showed
$3.329 billion in total assets, $1.04 billion in total
liabilities, and $2.288 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?1b18

                     About King Pharmaceuticals

Headquartered in Bristol, Tennessee, King Pharmaceuticals Inc.
(NYSE: KG) -- http://www.kingpharm.com/-- manufactures, markets,
and sells primarily acquired branded prescription pharmaceutical
products.

                           *     *     *

King Pharmaceuticals Inc. carries Moody's Investors Service's Ba3
Corporate Family Rating.


KODY BONIN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Kody Bonin
        Regan Bonin
        7302 Augusta Pines Drive
        Spring, TX 77389

Bankruptcy Case No.: 07-31410

Chapter 11 Petition Date: March 2, 2007

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: Calvin C. Braun, Esq.
                  8100 Washington Avenue, Suite 120
                  Houston, TX 77007
                  Tel: (713) 880-3366
                  Fax: (713) 880-3225

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


LIBERTY MEDIA: Earns $840 Million in Year Ended December 31
-----------------------------------------------------------
Liberty Media Corp. reported net income of $840 million on
revenues of $8.613 billion for the year ended Dec. 31, 2006,
compared with a net loss of $33 million on revenues of
$7.646 billion for the year ended Dec. 31, 2005.

Consolidated revenue increased 12.6% in 2006 as compared to 2005.
The 2006 increase is due primarily to an 8.8% or $573 million
increase at QVC Inc. and revenues contributed by the company's
2006 acquisitions, as follows: Provide Commerce, $220 million,
Starz Media Group, $86 million, FUN Technologies, $42 million and
BuySeasons, $32 million.  

The company generated consolidated operating income of
$1.021 billion in 2006, compared to consolidated operating income
of $944 million in 2005.  The 2006 increase is due to increases
for QVC Inc. of $209 million and Starz Entertainment of
$58 million, partially offset by losses incurred by FUN
Technologies of $140 million and Starz Media of $29 million as
well as an increase in corporate stock compensation expense of
$34 million due to the adoption of Statement 123R.

The company recognized earnings from discontinued operations of
$220 million in 2006, compared with earnings from discontinued
operations of $10 million in 2005.  Included in the 2006 earnings
from discontinued operations are tax benefits of $236 million
related to the excess outside tax basis in OpenTV Corp. and Ascent
Entertainment Group over the company's basis for financial
reporting.

At Dec. 31, 2006, the company's balance sheet showed
$47.638 billion in total assets, $25.715 billion in total
liabilities, $290 million in minority interests in equity of
subsidiaries, and $21.633 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?1b21

Based in Englewood, Colorado, Liberty Media Corporation
(NASDAQ: LINTA, LCAPA) -- http://www.libertymedia.com/-- is a  
holding company that owns controlling and non-controlling
interests in a broad range of video and on-line commerce, media,
communications and entertainment companies.  The company's more
significant operating subsidiaries are QVC Inc. and Starz
Entertainment LLC.  QVC markets and sells a wide variety of
consumer products in the United States and several foreign
countries, primarily by means of televised shopping programs on
the QVC networks and via the Internet through its domestic and
international websites.  Starz Entertainment provides premium
programming distributed by cable operators, direct-to-home
satellite providers, other distributors and via the Internet
throughout the United States.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's affirmed Liberty Media LLC's Ba2 Corporate Family and
senior unsecured ratings following Liberty's establishment of a
new $1.75 billion credit facility at QVC Inc., Liberty's primary
operating subsidiary.  Moody's said the rating outlook was changed
to negative from stable.


LYDRIS MANAGEMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Lydris Management II, LLC
        P.O. Box 93532
        Cleveland, OH 44101

Bankruptcy Case No.: 07-11525

Chapter 11 Petition Date: March 10, 2007

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Donald S. Nance, Esq.
                  11811 Shaker Boulevard, Suite 420
                  Cleveland, OH 44120
                  Tel: (216) 231-7781

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.


MAGNA CUM LATTE: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Magna Cum Latte, Inc.
        dba Diedrich Coffee
        c/o Stephen A. Roberts
        Strasburger & Price, LLP
        600 Congress Avenue, Suite 600
        Austin, TX 78701
        Tel: (512) 499-3600

Bankruptcy Case No.: 07-31814

Type of Business: The Debtor operates coffeehouses in
                  California, Colorado, and Texas.
                  See http://www.diedrich.com/

Chapter 11 Petition Date: March 12, 2007

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Duane J. Brescia, Esq.
                  Stephen A. Roberts, Esq.
                  Strasburger & Price LLP
                  600 Congress Avenue, Suite 1600
                  Austin, TX 78701
                  Tel: (512) 499-3647
                  Fax: (512) 536-5702

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Comerica Bank                    Loan                  $565,000
1900 West Loop South, Suite 220
Houston, TX 77027

Diedrich Coffee                  Trade Debt            $144,000
Accounts Receivable
28 Executive Park, Suite 200
Irvine, CA 92614

Dirk Smith                       Loan                  $140,000
2 Via Anta Rancho
Santa Margarita, CA 92688
                                 Trade Debt             $14,000

Bank of America LOC              Loan                   $75,000

Bank of America Credit Card      Credit Card            $25,000

Steven M. Abbott                 Legal Fees             $10,000

Chrie8                           Trade Debt             $10,000

Sysco Food Services              Trade Debt              $5,000

Sunbelt Imports, Inc.            Trade Debt              $3,000

Schepps                          Trade Debt              $3,000

Reliant Energy                   Utilities               $2,000

Ashcraft/European Bakery, L.P.   Trade Debt              $2,000

Lawler Foods, Ltd.               Trade Debt              $1,500

Tax Plus                         Accountant Fees           $950

Safeco Business Insurance        Trade Debt                $800

City of Houston                  Trade Debt                $650

                                 Utilities                 $600

CenterPoint Energy               Utilities                 $600

Independent Publications         Trade Debt                $540
Distributing


MANITOWOC COMPANY: Earns $43.9 Million in Quarter Ended Dec. 31
---------------------------------------------------------------
The Manitowoc Company Inc. reported net earnings of $43.9 million
on net sales $775.2 million for the fourth quarter ended
Dec. 31, 2006, compared with net earnings of $18.2 million on net
sales of $589.3 million during the fourth quarter of 2005.

For the 12 months ended Dec. 31, 2006, the company reported net
earnings of $166.2 million, compared with net earnings of
$65.8 million for 2005.  Net sales totaled $2.933 billion, an
increase of more than 30 percent from net sales of $2.254 billion
in 2005.

"Our financial and shareholder performance in 2006 is the direct
result of our long-held strategy to build a global leadership
position in the lifting industry," said Terry D. Growcock,
Manitowoc's chairman and chief executive officer.  "We believed
then that the lifting industry would experience a strong increase
in activity and product demand, and today's market environment
validates that belief.  Manitowoc's broad product line and global
footprint have positioned the company very well to continue to
enjoy the benefits of strong market demand."

"Our Foodservice business encountered several headwinds during
2006 and has a clear plan for improvement in 2007.  Despite the
current challenges, this business provides our highest margins and
is a key element of Manitowoc's future growth strategy," Growcock
said.  "The Marine segment executed a solid turnaround in 2006.
The launch of the Navy's Littoral Combat Ship was a milestone in
naval shipbuilding, and that program represents an excellent long-
term opportunity for our Marine business.  Our current slate of
commercial projects, all with equitable contract terms, provides
an excellent base for operations in 2007 and beyond."

At Dec. 31, 2006, the company's balance sheet showed
$2.219 billion in total assets, $1.445 billion in total
liabilities, and $774.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1b3b

                    About The Manitowoc Company

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company Inc.
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks.  As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry.  In addition, the company is a leading
provider of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.

                         *     *     *

The Manitowoc Company Inc. carries Moody's Investors Service 'Ba3'
Corporate Family Rating and 'Ba3' Senior Unsecured Debt Rating.


MEDIFACTS INT'L: Sells Clinical Research Business for $2.1 Million
------------------------------------------------------------------
Medifacts International Inc. obtained authority from the United
States Bankruptcy for the District of Delaware to sell its
clinical research business for $2.1 million and $780,000 in
assumed liabilities, Bill Rochelle of Bloomberg News reports.

The buyers are the company's majority shareholders, Bruce and
Sandra Garrett, the source said.

Based in Rockville, Maryland, Medifacts International Inc. --
http://www.medifacts.com/-- provides quality clinical trial
services to pharmaceutical, biotech and medical device companies
that are developing therapeutic drugs and products.  The company
employs 176 people in the North America, China and Europe.  The
company filed for chapter 11 protection on Jan. 28, 2007 (Bankr.
D. Del. Case No. 07-10110).  Joseph A. Malfitano, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


MIRANT CORP: Earns $1.3 Billion for Quarter Ended December 31
-------------------------------------------------------------
Mirant Corporation reported net income of $1.324 billion
for the quarter ended Dec. 31, 2006, compared to net income
of $207 million for the same period in 2005.  For 2006, Mirant
reported net income of $1.864 billion, compared to a net loss
of $1.307 billion for 2005.  Earnings per share for the fourth
quarter were $4.89 per diluted share and earnings per share for
the year were $6.28 per diluted share.

In the fourth quarter of 2006, the company recognized tax
benefits of $845 million related to the pending sale of its
Philippine business consisting of $124 million related to the
reversal of a liability for Philippine dividend withholding
taxes with respect to Philippine earnings which will not be
repatriated as dividends and $721 million related to book/tax
basis differences in the shares of the entity being sold and to
the release of the valuation allowance previously recorded against
NOLs and other deferred tax assets which will be used to offset
the taxable gain from the sale.  The benefit of $721 million
represents an acceleration into 2006 of the tax effects of the
sale of the Philippine business.  As a result, the gain from that
transaction to be recorded in 2007 will be treated as fully
taxable for financial reporting purposes in that year.

Mirant reported adjusted net income of $186 million for the
fourth quarter of 2006, resulting in adjusted earnings per
diluted share of $0.69.  Adjusted net income for the quarter
excludes the positive effects of the total tax benefits of $845
million, a $221 million gain recognized for the settlement of the
New York property tax dispute and the net effect of $72 million
of other non-recurring items.

Mirant reported adjusted net income for 2006 of $644
million, resulting in adjusted earnings per diluted share of
$2.17 for the year.  Adjusted net income for the year excludes
the positive effect of the total tax benefits of $845 million,
unrealized mark-to-market gains of $667 million, the $221 million
gain recognized for the settlement of the New York property tax
dispute and the negative effect of a $375 million impairment for
the U.S. natural gas plants, a $120 million impairment for
Bowline unit 3 and the net effect of $18 million of other non-
recurring items.

Adjusted EBITDA from continuing operations was $171 million
for the quarter, compared to a loss of $31 million for the same
period in 2005.  For 2006, adjusted EBITDA from continuing
operations was $641 million, compared to $169 million for the
same period in 2005.  The period over period increases for the
quarter and the year resulted primarily from an increase in the
realized value of hedges for the 2006 periods compared to the
2005 periods, offset in part by lower power prices and lower
generation volumes in 2006.

Net cash provided by operating activities during the fourth
quarter was $289 million.  Net cash provided by operating
activities was $1.377 billion for 2006, excluding bankruptcy
payments of $814 million.

As of December 31, 2006, the company's continuing operations
had cash and cash equivalents of $1.142 billion, total available
liquidity of $1.8 billion and total outstanding debt of $3.275
billion.

Adjusted EBITDA from discontinued operations was $129
million for the quarter, compared to $141 million for the same
period in 2005.  For 2006, adjusted EBITDA from discontinued
operations was $662 million, compared to $610 million for the
same period in 2005.

                       Asset Sale Process

In December, Mirant entered into a definitive agreement for
the sale of its Philippine business.  The transaction is expected
to close in the second quarter of 2007.  In January, the company
entered into a definitive agreement for the sale of six U.S.
natural gas plants.  The transaction is expected to close in the
second quarter of 2007.  The sales process for the company's
Caribbean businesses is underway; the sale is expected to close
in mid-2007.

As previously announced, Mirant plans to continue returning
cash to its shareholders upon completion of its planned asset and
business sales.  The amount of cash returned will be determined
based on the outlook for the continuing business (1) to preserve
the credit profile of the continuing business, (2) to maintain
adequate liquidity for expected cash requirements including,
among other things, capital expenditures for the continuing
business, and (3) to retain sufficient working capital to manage
fluctuations in commodity prices.  Consistent with Mirant North
America's debt covenants, proceeds from the sales of the Zeeland
and Bosque plants, expected to be approximately $500 million,
will be reinvested in and/or used to retire debt of Mirant North
America.

                       Chairman's Comment

"Mirant's strong financial performance and the return of
$1.3 billion to shareholders enabled us to create significant
shareholder value in the year since the company emerged from
bankruptcy," said Edward R. Muller, chairman and chief executive
officer.  "In addition, we have made significant progress on the
divestiture program announced in mid-2006."

                           Guidance

Mirant raised its 2007 adjusted EBITDA guidance from $962
million to $1.089 billion for continuing operations and provided
initial 2008 adjusted EBITDA guidance for continuing operations
of $914 million.

The company also adjusted its projections for the capital
expenditures required to comply with the Maryland Healthy Air
Act.  Previously, the company had expected the expenditures to be
between $1.3 to $1.5 billion by the end of 2009.  In light of
changes in the scope of the work and rising costs for materials,
the company now expects those expenditures to be approximately
$1.6 billion.

                          Earnings Call

Mirant hosted an earnings call to discuss its fourth quarter 2006
financial results and outline business priorities.  A recording
of the event is available for playback on the company's Web site.
A replay is also available by dialing 888.203.1112 (International
719.457.0820) and entering the pass code 2747399.

Mirant is a competitive energy company that produces and
sells electricity in the United States, the Caribbean, and
the Philippines.  Mirant owns or leases approximately 17,500
megawatts of electric generating capacity globally.  The company
operates an asset management and energy marketing organization
from its headquarters in Atlanta.  For more information, please
visit http://www.mirant.com/

A full-text copy of Mirant Corporation and its affiliate-debtors'
10-K report is available at the Securities and Exchange
Commission at no charge at http://ResearchArchives.com/t/s?1b3a

                         About Mirant Corp.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces  
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.  Mirant
NY-Gen, LLC, Mirant Bowline, LLC, Mirant Lovett, LLC, Mirant New
York, Inc., and Hudson Valley Gas Corporation, were not included
and have yet to submit their plans of reorganization.  (Mirant
Bankruptcy News, Issue No. 117; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MOUNT EVEREST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mount Everest Pure Drinking Water, LLC
        aka Crested Mountain Pure Drinking Water
        7355 McCoy Road
        Manvel, TX 77578

Bankruptcy Case No.: 07-31620

Type of Business: The Debtor sells water filtration &
                  purification equipment.

Chapter 11 Petition Date:

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: H. Miles Cohn, Esq.
                  Sheiness Scott et al
                  1001 McKinney Suite 1400
                  Houston, TX 77002
                  Tel: (713) 374-7020
                  Fax: (713) 374-7049

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Sam's Club                                           $225,000
   c/o Client Services, Inc.
   3451 Henry Truman Boulevard
   St. Charles, MO 63301-4047

   Bright Truck Leasing, L.P.                           $107,469
   P.O. Box 200215
   Dallas, TX 75320-0215

   Brazoria County                                       $87,499
   c/o Perdue Brandon, et al.LLP
   1235 North Loop West, Suite 600
   Houston, TX 77008

   United Central Bank                                   $60,000

   First Community Bank, NA                              $48,000

   American Express                                      $41,800

   Durango McKinley Paper Company                        $36,369

   Harris County                                         $27,852

   Internal Revenue Service                              $26,117

   Compass Bank                                          $23,000

   Weingarten Realty Investors                           $17,003

   Big City Wholesale                                    $11,082

   Mueller Water Conditioning                            $10,036

   Cyclone Enterprises, Inc.                              $8,095

   Tara Energy                                            $8,000

   Advanta Bank                                           $6,669

   Houston Label & Screen Print Co.                       $5,788

   Central Transportation Systems                         $3,750

   Effort Paper                                           $2,500

   Amerigas                                               $1,126


NATIONAL RETAIL: Moody's Holds Preferred Stocks' Ratings at Ba1
---------------------------------------------------------------
Moody's Investors Service has affirmed the senior unsecured debt
ratings of National Retail Properties, Inc. at Baa3 and
concurrently revised the rating outlook to positive, from stable.
The positive outlook reflects the REIT's increased asset size,
significant improvement in tenant diversification, and positive
trajectory of fixed charge coverage.

National Retail Properties' rating is supported by the stable cash
flows the REIT derives from its long-term, triple-net leases on
retail properties, a sizeable unencumbered portfolio, and moderate
leverage.  Solid portfolio occupancy at 98% coupled with low
secured debt and a staggered lease expiration schedule are
additional credit positives.  These strengths are counterbalanced
by meaningful concentrations in Texas and Florida and the
primarily non-investment grade nature of the REIT's tenants.

The rating would be increased through consistent growth in its
asset base to over $2.5 billion; further tenant diversification
with the top two categories contributing under 30% of annual base
rent and the top three categories contributing under 40% of annual
base rent; and attaining a fixed charge coverage above 2.75x
including amortization and capitalized interest.  The rating would
return to stable if growth were stalled and fixed charge coverage
trended to the lower half of 2.0x.

The last rating action for National Retail took place on
March 7, 2002, at which time Moody's confirmed the Baa3 rating
with a stable outlook.

These ratings were affirmed with a positive outlook:

   * National Retail Properties, Inc.

      -- Senior unsecured debt at Baa3;
      -- senior unsecured debt shelf at Baa3;
      -- preferred stock at Ba1;
      -- preferred stock shelf at Ba1.

National Retail Properties, Inc., is a real estate investment
trust headquartered in Orlando, Florida, USA, that invests
primarily in long-term, net lease, retail properties.
At Dec. 31, 2006, National Retail owned 710 investment properties
in 44 states with a gross leasable area of approximately
9.3 million square feet.


NELLSON NUTRACEUTICAL: Fremont & 2nd-Lien Lenders Pact Denied
-------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware denied Tuesday, a settlement between
Nellson Nutraceutical Inc.'s second-lien lenders and Fremont
Capital, the Debtor's controlling shareholder, Forbes.com reports
citing the Associated Press.

As reported in the Troubled Company Reporter on March 5, 2007, the
settlement would allow Fremont to retain 2% of the stock in the
Reorganized Debtor and give it a release from any claims brought
by the Debtor.  The U.S. Trustee for Region 3 and the informal
committee of first-lien creditors objected to the settlement
citing that the terms were improper.

According to the AP Report, the first-lien lenders said that the
Debtor's value is deteriorating and that it may not be enough to
cover the $259 million they are owed.  They further argued that
the settlement would transfer control from Fremont to Highland
Capital Management.  The settlement could also have replaced the
Debtor's board of directors with a single director - F. Duffield
Meyercord of Carl Marks Advisory Group LLC, the report further
states.

                  About Nellson Nutraceutical

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



NELLSON NUTRACEUTICAL: Has Until March 26 to File Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extended, until March 25, 2007, the
period within which Nellson Nutraceutical Inc. has the exclusive
right to file a chapter 11 plan.

The extension will allow the Debtor more time to explain on how it
plans to pay its debts, Forbes.com reports citing the Associated
Press.

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


NEW CENTURY: Attorney's Office and SEC Set Separate Company Probe
-----------------------------------------------------------------
New Century Financial Corporation disclosed that on Feb. 28, 2007,
it received a letter from the United States Attorney's Office for
the Central District of California indicating that it was
conducting a criminal inquiry under the federal securities laws in
connection with trading in the company's securities, as well as
accounting errors regarding the company's allowance for repurchase
losses.  The company has subsequently received a grand jury
subpoena requesting production of certain documents.  The company
says it intends to cooperate with the requests of the U.S.
Attorney's Office.

On March 12, 2007, New Century received a letter from the staff of
the Pacific Regional Office of the Securities Exchange Commission
stating that the staff was conducting a preliminary investigation
involving the company and requesting production of certain
documents.  The staff of the SEC had also previously requested a
meeting with the company to discuss the events leading up to the
company's previous announcement of the need to restate certain of
its historical financial statements.  The company says it intends
to cooperate with the requests of the SEC.

                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: Says Loan Obligation to Credit Suisse is $1.4 Billion
------------------------------------------------------------------
New Century Financial Corporation has filed a Form 8-K amending
a current report it filed with the Securities and Exchange
Commission Monday.

The amendment is intended to correct an inadvertent error in the
company's estimate of the aggregate obligation of its subsidiaries
to repurchase all outstanding mortgage loans financed under the
Amended and Restated Master Repurchase Agreement with Credit
Suisse First Boston Mortgage Capital LLC.

The original report, as published yesterday in the Troubled
Company Reporter, incorrectly stated that "[t]he 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 emphasizes that the sentence should have read "[t]he
Company estimates that the aggregate repurchase obligation of its
subsidiaries under the CSFBMC Agreement was approximately
$1.4 billion as of March 9, 2007."

According to the company, no other corrections are being made, but
in the interest of clarity, the amended report amends and restates
in its entirety the original report.

                          Original Report

In its original report, as published yesterday in the TCR, the
company disclosed that 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.

The company said it 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.  

The company also said that 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: DB Structured Ends Financing Despite Amended Pact
--------------------------------------------------------------
New Century Financial Corporation and certain of its subsidiaries
disclosed in a regulatory filing with the Securities and Exchange
Commission that they entered into an amendment and waiver to a
master repurchase agreement dated Sept. 2, 2005, with DB
Structured Products Inc., Aspen Funding Corp., Newport Funding
Corp., Tucson Funding LLC, and Gemini Securitization Corp. LLC.

The New Century subsidiaries are:

   * New Century Mortgage Corporation
   * NC Capital Corporation
   * Home123 Corporation
   * New Century Credit Corporation

The amendment had the effect of:

   -- providing limited covenant waivers until March 9, 2007;

   -- limiting the types of loans that the buyers would purchase
      from sellers to prime mortgage loans;

   -- increasing the repurchase price to be paid by the sellers
      for loans repurchased by the Sellers from the buyers under
      the agreement;

   -- increasing the collateral for the sellers' obligations under
      the agreement; and

   -- requiring daily sweeps to the buyers of principal and
      interest payments received by the sellers with respect to
      loans that had been sold by the sellers to the buyers under
      the agreement.

The amendment also provides that the buyers may, in their
discretion, elect to discontinue extending financing to the
sellers under the agreement.

A full-text copy of the agreement, as amended, is available for
free at http://researcharchives.com/t/s?1b53

                       DBSP Halts Financing

On March 10, 2007, New Century disclosed that it received a letter
from DBSP notifying the company of certain purported defaults
under the DB Agreement.  Notwithstanding its entry into the DB
Amendment, DBSP has ceased extending financing to the sellers
under the DB Agreement.

                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: More Lenders Terminate Financing Commitments
---------------------------------------------------------
New Century Financial Corporation disclosed in a regulatory filing
with the Securities and Exchange Commission that additional
lenders have purported to terminate or transfer the servicing
rights of the company's subsidiaries under their respective
financing arrangement.

   St. Andrew Funding Trust
   ------------------------

   On December 19, 2006, St. Andrew Funding Trust, an indirect
   wholly owned subsidiary of the company, entered into a Mortgage
   Loan Purchase and Servicing Agreement with the Company.

   On March 12, 2007, the company received a notice from SAFT
   stating that a termination event had occurred as a result of
   the alleged failure of the Company to maintain the level of
   profitability specified in the SAFT Agreement.

   The notice further provides that SAFT is terminating its
   funding commitment under the SAFT Agreement at the request of
   ABN AMRO Bank N.V., as a swap counterparty under the SAFT
   Agreement.

   As of March 12, 2007, no amounts had been advanced under the
   SAFT Agreement to the company or any of its subsidiaries.

   Von Karman Funding Trust
   ------------------------

   On December 15, 2006, Von Karman Funding Trust, an indirect
   wholly owned subsidiary of the company, entered into an Amended
   and Restated Mortgage Loan Purchase and Servicing Agreement
   with the Company and NCMC.

   On March 12, 2007, the company received a notice from Citibank,
   N.A., BNP Paribas and Calyon New York Branch, as swap
   counterparties under the VKFT Agreement, stating that a
   termination event had occurred as a result of the alleged
   failure of the company to repay certain of its outstanding
   obligations.

   Under the notice, the Swap Counterparties have also requested
   that VKFT notify the company's subsidiary that VKFT's funding
   commitment under the VKFT Agreement terminated as of March 12,
   2007.

   Barclays Bank PLC
   -----------------

   The Company received a Notice of Event of Default and
   Reservation of Rights from Barclays, dated March 12, 2007,
   alleging that certain Events of Default, as defined in that
   certain Master Repurchase Agreement, dated as of March 31,
   2006, by and among the Company, certain of the Company's
   subsidiaries, Barclays and Sheffield Receivables Corporation,
   have occurred as a result of:

      -- alleged defaults by the Company and its subsidiaries
         under certain of their other financing arrangements; and

      -- the Company's prior disclosure in a Current Report on
         Form 8-K that the Company and its subsidiaries do not
         have sufficient liquidity to satisfy their outstanding
         repurchase obligations under the Company's existing
         financing arrangements.

   Barclays purports in the notice to reserve its rights with
   respect to the alleged Events of Default.

   Guaranty Bank
   -------------

   The Company received a notice from Guaranty Bank, dated
   March 12, 2007, alleging that an Event of Default, as defined
   in that certain Credit Agreement, dated as of October 10, 2006,
   between one of the Company's subsidiaries and Guaranty Bank,
   has occurred as a result of the alleged failure of the Company
   to repay certain of its outstanding obligations.

   In its notice, Guaranty Bank stated that the outstanding loan
   balance under the Guaranty Bank Agreement exceeded the
   collateral value of the borrowing base under the Guaranty Bank
   Agreement by $1.5 million and demanded payment of such amount
   on or before March 13, 2007.

   Guaranty Bank also stated in its notice that, while reserving
   its purported rights with respect to the alleged Event of
   Default, it may, in its sole discretion, elect to continue
   providing limited financing under the Guaranty Agreement, but
   that it may discontinue such financing at any time in its sole
   discretion.  The Company is a guarantor under the Guaranty Bank
   Agreement.

   Morgan Stanley Mortgage Capital Inc.
   ------------------------------------

   The Company previously disclosed that it had received a letter
   from Morgan Stanley notifying the Company of alleged events of
   default as defined in that certain Master Repurchase Agreement,
   dated December 12, 2005, by and among certain of the Company's
   subsidiaries and Morgan Stanley, accelerating the obligation of
   the Company's subsidiaries to repurchase all outstanding
   mortgage loans and securities financed under the Morgan Stanley
   Agreement and demanding repayment of the aggregate repurchase
   obligation under the Morgan Stanley Agreement.

   The Company received a notice from Morgan Stanley, dated
   March 11, 2007, stating that Morgan Stanley may, in its sole
   discretion, elect to continue providing limited financing under
   the Morgan Stanley Agreement.

   Morgan Stanley subsequently informed the Company that, with an
   exception for a limited amount of previously committed
   financing expected to occur on March 13, 2007, it does not
   intend to provide further financing under the Morgan Stanley
   Agreement.

   State Street Global Markets LLC
   -------------------------------

   The Company received a notice from State Street, dated
   March 12, 2007, alleging that certain Events of Default, as
   defined in that certain Receivables Purchase Agreement, dated
   as of August 1, 2001, by and among certain of the Company's
   subsidiaries, State Street, State Street Bank and Trust Company
   and Galleon Capital LLC, have occurred as a result of:

      -- alleged defaults by the Company and its subsidiaries
         under certain of their other financing arrangements; and

      -- a determination by State Street that there has been a
         material adverse change to the Company or its
         subsidiaries.

   State Street purports in the notice to reserve its rights with
   respect to the alleged Events of Default.

   Sutton Funding LLC
   ------------------

   The Company received a Servicing Transfer Notice from Sutton,
   dated March 8, 2007, purporting to transfer the right of one of
   the Company's subsidiaries to service certain loans under that
   certain Interim Servicing Agreement, dated as of January 1,
   2006, between one of the Company's subsidiaries and Sutton.

   In its notice, Sutton also requested that the subsidiary take
   certain actions to facilitate the transfer of the servicing
   rights to a party appointed by Sutton.

   UBS Real Estate Securities Inc.
   -------------------------------

   The Company received a Notice of an Event of Default from UBS,
   dated March 12, 2007, alleging that certain Events of Default
   as defined in that certain Master Repurchase Agreement, dated
   as of June 23, 2006, by and among the Company, certain of its
   subsidiaries and UBS have occurred as a result of:

      -- such subsidiaries' failure to satisfy its alleged
         obligation to repurchase all outstanding mortgage loans
         financed under the UBS Agreement;

      -- alleged defaults by the Company and its subsidiaries of
         unspecified covenants under the UBS Agreement;

      -- a determination by UBS that there has been a material
         adverse change to the Company or its subsidiaries; and

      -- alleged defaults of the Company and its subsidiaries
         under certain of their other financing arrangements.

   The March 12, 2007 letter purports to accelerate the obligation
   of the Company's subsidiaries to repurchase all outstanding
   mortgage loans financed under the UBS Agreement and demands
   repayment of the aggregate repurchase obligation.

   Under the UBS 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 UBS Agreement was approximately
   $1.5 billion as of March 9, 2007.  The Company is a guarantor
   under the UBS Agreement.

   In its notice, UBS additionally stated that it will not be
   renewing its servicing arrangement, which expires under the UBS
   Agreement on April 2, 2007, with the Company's servicing
   subsidiary and requests that the Company prepare for a
   servicing transition.

   In a separate letter to the Company and its subsidiaries, also
   dated March 12, 2007, UBS requested immediate access to the
   servicing and related records applicable to the mortgage loans
   financed under the UBS Agreement.

                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.


NEWCOMM WIRELESS: Has Until July 2 to Remove Civil Actions
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico gave
NewComm Wireless Services Inc. until July 2, 2007, to file notices
of removal with respect to 16 prepetition civil actions.

Since its bankruptcy filing, the Debtor has worked to:

   (i) stabilize its business operations;

  (ii) respond to inquiries from subscribers and creditors
       regarding its chapter 11 filing;

(iii) market its assets for the third time in under a year to
       ensure that the sale of substantially all of its business
       assets results in the highest possible return for its
       creditors, including participation in multi-day meetings
       to advise qualified bidders on the Debtor's operations,
       business plans, financial performance, and other
       information regarding the company;

  (iv) commence the build-out and enhancement of its network to
       improve service to its subscribers and to introduce new
       services; and

   (v) evaluate its many executory contracts and unexpired
       leases, among other things.

The Debtor didn't have the time to evaluate whether or not to
remove the Prepetition Actions.

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.


O GENTRY WALSH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: O. Gentry Walsh
        430 Baldur Run Street
        Las Vegas, NV 89148

Bankruptcy Case No.: 07-11188

Type of Business: The Debtor is a member and manager of Jade
                  Summit, LLC, which filed for chapter 11
                  protection on August 23, 2006 (Bankr. D. Nev.
                  Case No. 06-12180).

Chapter 11 Petition Date: District of Nevada (Las Vegas)

Court: Bruce A. Markell

Debtor's Counsel: Michael J. Dawson, Esq.
                  515 South Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Ferguson Enterprises, Inc.               $1,038,946
4770 East 48th Street
Los Angeles, CA 90058

Hughes Supply Inc.                         $640,730
P.O. Box 79382
City of Industry, CA 91716

Ahern Rentals                              $391,921
4241 South Arville
Las Vegas, NV 89103

Rebel Oil                                  $383,211
2200 South Highland
Las Vegas, NV 89102

Cashman Equipment                          $334,074
c/o Bryce K. Kunimoto, Esq.
Hale, Lane, Peek, Dennison & Howard
3930 Howard Hughes Parkway, 4th Floor
Las Vegas, NV 89169

Allied Trench Shoring                      $127,173

Faltiron Capital Corp.                     $117,840

Silver State Material Corp.                 $83,220

Geneva Pipe of Nevada, L.C.                 $70,565

Sunstate Equipment                          $67,394

HD Supply Waterworks, LLP                   $45,541

American Sand & Gravel                      $42,137

Accredited Surety and Casualty Company      $30,000

Traffic Control Service, Inc.               $27,755

Steel Engineers, Inc.                       $25,452

Sandvick Equipment & Supply Co.             $24,795

Cat Financial                               $19,947

Vermeer Sales Southwest, Inc.               $19,438

Ted Wiens Truck                             $16,433

Home Depot                                  $14,963



ON TOP COMMS: Seeks to Obtain $50,000 in DIP Financing
------------------------------------------------------
On Top Communications of Louisiana LLC and On Top Communications
of Louisiana II LLC ask the United States Bankruptcy Court for the
District of Maryland for permission to borrow up to $50,000 either
(a) from BC Liquidity Fund I, LLC, and PEI jointly or (b) from PEI
alone.

The loan will mature in one year unless earlier terminated.  The
interest rate is 10% per annum.

The Debtors promise to use the loan proceeds in accordance with a
budget and to maintain operations of Station KNOU-FM, pending a
sale.

If the loan is made by PEI and BC jointly, it will be secured with
a senior administrative priority claim and a senior first priority
lien pursuant to Section 364(d) of the Bankruptcy Code on all of
the Debtors' assets.

If PEI makes the loan, it will be secured with an administrative
priority claim and a first-priority lien pursuant to Section
364(d) of the Bankruptcy on all of the Debtors' assets pari passu
and of equal priority with certain prepetition liens.

The Court will convene a hearing on March 27, 2007, at 10:00 a.m.,
to consider the Debtor's request.

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


ORECK CORP: S&P Pares Corporate Credit Rating to B- from B+
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on New Orleans, Louisiana-based Oreck Corp. to 'B-' from
'B+', and lowered its ratings on the company's senior secured
credit facilities to 'B-' from 'B+', with recovery ratings of '4'
remaining unchanged, indicating the expectation of marginal
(25%-50%) recovery of principal in the event of a payment default.

All ratings placed on CreditWatch with negative implications on
Dec. 1, 2006, remain on CreditWatch negative, reflecting the
company's weaker-than-expected operating performance, and key
credit protection measures below anticipated levels for the
rating, and tight financial covenants under its bank facility.
Approximately $185 million of debt is affected by this action.

"The ratings downgrade and remaining CreditWatch listing reflect
our concerns about Oreck's liquidity," said Standard & Poor's
credit analyst Christopher Johnson.  

The company remains out of compliance with its financial
covenants, and still does not have access to its revolving credit
facility following its announced notice of technical default on
its bank credit facility in mid-February.

Standard & Poor's will monitor the company's efforts to regain
access to its revolving credit facility and/or other forms of
financing, and to resolve the company's current technical default
status with lenders.  

Standard & Poor's will also monitor management's ongoing efforts
to relocate and resume normal manufacturing operations.  The
ratings could be further lowered if the company is unable to
obtain a covenant waiver or amendments, and secure sufficient
financing to maintain ongoing operations.


OUR LADY OF MERCY: Montefiore Offers $9 Million Purchase Price
--------------------------------------------------------------
Montefiore Medical Center said it will pay a net price of
$9 million for Our Lady of Mercy Medical Center, Bill Rochelle of
Bloomberg News reports.

The sale, the report said, will be subject to the receipt of a
higher or better offer at an auction yet to be scheduled.

Montefiore is a university hospital and academic medical center.

Headquartered in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The  
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
sought chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case No. 07-10609)

It's debtor-affiliate, O.L.M. Parking Corporation, also filed a
chapter 11 petition on the same day (Bankr. S.D.N.Y. Case No.
07-10610)

Frank A. Oswald, Esq. at Togut, Segal & Segal LLP represents the
Debtors in their restructuring efforts.  When the Debtors sought
protection from their creditors, Our Lady of Mercy Medical Center
listed more than $100 million in assets and debts, while O.L.M.
Parking Corporation listed $1 million to $100 million in assets
and liabilities.


PHELPS DODGE: Freeport Offers $6 Billion Notes to Fund Phelps Buy
-----------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. intends to offer a total of
$6 billion aggregate principal amount of senior notes to the
public in two tranches.  The first tranche will be 8-year senior
notes and the second tranche will be 10-year senior notes.

Freeport-McMoRan plans to use the net proceeds from the offering
to fund a portion of the Phelps Dodge Corp. acquisition
consideration and pay related fees and expenses.  The closing of
this offering is conditioned on the Phelps Dodge acquisition.

As previously disclosed, each company will hold a special
meeting of stockholders today, March 14, 2007, to vote on the
proposed acquisition of Phelps Dodge by Freeport-McMoRan.

The joint book-running managers for the offering are JPMorgan
and Merrill Lynch & Co.  Copies of the preliminary prospectus
supplement relating to this offering may be obtained by
contacting:

     J.P. Morgan Securities Inc.
     270 Park Avenue, 8th Floor
     New York, New York, 10017

                or

     Merrill Lynch & Co.
     4 World Trade Center
     New York, New York, 10080

           About Freeport-McMoran Copper & Gold Inc.

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

                 About Phelps Dodge Corp.

Phelps Dodge -- http://www.phelpsdodge.com/-- is among the  
world's largest producers of molybdenum, molybdenum-based
chemicals, and manufacturer of wire and cable products.

Phelps Dodge has operations in Venezuela, Thailand, China,
Netherlands, Philippines, Japan, United Kingdom, among others.


PHELPS DODGE: Fitch Cuts 7.375% Notes' Rating to BB- from BBB
-------------------------------------------------------------
Fitch assigned the ratings to Freeport-McMoRan Copper & Gold and
downgraded the ratings of Phelps Dodge in connection with FCX's
pending acquisition of Phelps Dodge for approximately
$25.9 billion in cash and stock.

The transaction is subject to the approval of the shareholders of
FCX and Phelps Dodge; the vote is scheduled March 14, 2007 with
closing expected March 19, 2007.  The transaction is expected to
give rise to about $16 billion in additional debt.

Assigned:

   * Freeport-McMoRan Copper & Gold

      -- Issuer Default Rating 'BB';

      -- $500 million PT Freeport Indonesia/FCX Secured Bank
         Revolver 'BBB-';

      -- $1 billion Secured Bank Revolver 'BB';

      -- $2.5 billion Secured Bank Term Loan A 'BB';

      -- $7.5 billion Secured Bank Term Loan B 'BB';

      -- Existing Notes to be secured 'BB';

      -- 10.125% senior notes due 2010;

      -- 6.875% notes due 2014;

      -- 7% convertible notes due 2011 'BB-';

      -- FCX New Unsecured Notes due 2015 and 2017 at 'BB-'; and

      -- FCX Convertible Preferred Stock at B+.

   * Phelps Dodge

      -- Cyprus Amax 7.375% Notes due May 2007, to be secured and
         to be guaranteed by FCX downgraded from 'BBB' to 'BB-';

      -- Senior Unsecured Notes and Debentures to be guaranteed by
         FCX downgraded from 'BBB' to 'BB-';

      -- 8.75% notes due 2011;

      -- 7.125% debentures due 2027;

      -- 9.50% notes due 2031; and

      -- 6.125% notes due 2034.

Phelps Dodge Bank Revolver ratings have been withdrawn.

Some $18.7 billion in securities are affected.  The Ratings
Outlook is Stable.

The debt ratings of Phelps Dodge have been removed from Ratings
Watch Negative.

Pro Forma Dec. 31, 2006 Debt of about $17.6 billion compares at
2.26x pro forma 2006 EBITDA of $7.8 billion.  Fitch notes that
earnings and cash flows are highly levered to metals prices and
$0.20/lb. decline in copper prices could cut EBITDA by
$800 million over a twelve month period.  In particular, the price
of copper averaged $3.05/lb. on the London Metal Exchange in 2006
and $2.57/lb. for the first two months of 2007.

Liquidity is quite strong with slight usage expected on the
$1.5 billion in revolvers for letters of credit.  Pro forma
December 31, 2006 cash balances are $3.4 billion.

Results of both companies continue to benefit from strong metals
prices albeit at lower levels than the very high prices in 2006.
Metals prices, over the short to medium term, should allow
significant debt reduction and permit leverage to remain in a
range consistent with the ratings in a modestly lower earnings
environment.

The PT Freeport Revolver benefits from a superior security package
and therefore warrants a higher rating than the IDR.

The bank facilities and some of FCX's notes will be secured by:

   * the stock of certain domestic subsidiaries and 65% of certain
     first-tier foreign subsidiaries,

   * the intercompany indebtedness owed to FCX by its
     subsidiaries, and

   * deposits and investment accounts of FCX and will be
     unconditionally guaranteed by certain of FCX's existing and
     subsequently acquired or organized subsidiaries.

The Cyprus Amax Notes will be secured by pledges of the
outstanding shares of capital stock of Phelps Dodge's wholly owned
domestic subsidiaries and a portion of the capital stock of Phelps
Dodge's wholly owned first-tier foreign subsidiaries; these are
due in the very near term and repayment is supported by strong
liquidity.


PINNACLE FOODS: S&P Junks Rating on Proposed $650 Mil. Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Mountain Lakes New Jersey-based Pinnacle Foods Group
Inc. to 'B-' from 'B+'.  At the same time, it lowered its ratings
on Pinnacle's existing senior subordinated debt to 'CCC' from 'B-
', and removed all ratings from Creditwatch, where they were
placed with negative implications on Feb. 12, 2007.  

The outlook is stable.

"The downgrade reflects Pinnacle's expected substantial increase
in debt leverage and more aggressive financial policy following
completion of the acquisition," said Standard & Poor's credit
analyst Christopher Johnson.

In additional rating actions, Standard & Poor's assigned its loan
and recovery rating to Pinnacle's proposed $1.175 billion senior
secured term loan B facility and $125 million senior secured
revolving credit facility.  The loan was rated 'B-', with a
recovery rating of '2', indicating the expectation of substantial
(80%-100%) recovery of principal in the event of a payment
default.

Standard & Poor's also assigned its 'CCC' rating to both the
company's proposed $400 million senior unsecured notes and
proposed $250 million senior subordinated notes offerings.

"The ratings on Pinnacle reflect the company's high debt leverage
following its acquisition by Blackstone Group and its
participation in highly competitive product categories," added
Mr. Johnson.


PLY GEM: Moody's Rates $105 Million First-Lien Loan at B1
---------------------------------------------------------
Moody's has assigned a B1 rating to the Ply Gem Industries, Inc.'s
incremental $105 million first lien term loan due 2011.  The
senior secured term loan will now total $688.5 million and
continues to mature 2011.

As a result of the company's refinancing of its $105 million
second lien term loan with $105 million of incremental first lien
the company's existing first lien facilities have been downgraded
from Ba3 to B1 based on Moody's loss-given-default methodology.
The company's $360 million subordinated notes were affirmed at
Caa1.  Ply Gem's corporate family rating of B2 was affirmed.  

The ratings outlook remains stable.

These ratings have been affected for Ply Gem Industries, Inc.:

   * $105 million incremental senior secured term loan, due 2011,
     assigned B1, LGD3, 35%;

   * $583.5 million senior secured term loan, due 2011, downgraded
     to B1, LGD3, 35% from Ba3, LGD2, 27%;

   * $80 million senior secured revolving credit facility upsized
     from $70 million, downgraded to B1, LGD3, 35% from Ba3, LGD2,
     27%;

   * $360 million 9% senior subordinated notes, due 2012, affirmed
     at Caa1, LGD5, 86%;

   * Corporate Family Rating, affirmed at B2; and

   * Probability-of-default rating, affirmed at B2.

This rating has been withdrawn:

   * $105 million senior secured 2nd lien term loan, due 2011,
     rated B3, LGD4, 65%.

The B2 Corporate Family Rating considers the company's high
leverage and reliance on the new home construction market for
approximately 58% of revenues.  The ratings benefit from the
company's position as the largest manufacturer of vinyl siding in
the US and the company's focus on cost reduction.

The ratings may deteriorate if free cash flow after capital
expenditures to total debt was to decline to under 3% on a
projected annual basis or if the company's debt to EBITDA
increases above 6x.

The rating/outlook could improve if the company's debt to EBITDA
was to decline below 4x, and if free cash flow after capital
expenditures to total debt was to improve above 8% on a
sustainable basis.

Ply-Gem Industries, Inc., headquartered in Kearney, Missouri, is a
manufacturer of vinyl siding, windows, patio doors, fencing,
railing, and decking serving both the new construction and repair
and remodel end markets.  Moody's estimates pro-forma revenues for
2006 to be around $1.6 billion.


QUIKSILVER INC: Poor Quarter Result Cues S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Quiksilver Inc., including its 'BB' corporate credit rating, on
CreditWatch with negative implications.

"The placement follows the company's earnings announcement for the
first quarter ended January 2007," said Standard & Poor's credit
analyst Susan Ding.

"Operating results were below our expectations due to the weak
winter season, which resulted in poor reorders, heavy markdowns,
and significant reduction in orders for the next season for the
Rossignol business," said Ms. Ding.

It is likely that operating results for the next several quarters
will be depressed as a result of the softness in the hard goods
business.  Leverage remains very high at about 4.5x, and it is
unlikely that the company will be able to reduce leverage to below
4x per our original expectations.


RADIOSHACK CORP: Moody's Downgrades Corporate Family Rating to Ba1
------------------------------------------------------------------
Moody's Investor Services downgraded RadioShack Corp.'s long term
rating and the company's short term rating and assigned a
corporate family rating of Ba1, as well as a speculative grade
liquidity rating of SGL-1.  The outlook for the company's long
term ratings is stable.

Ratings downgraded:

   * Senior unsecured rating to Ba1 from Baa3, and
   * Commercial paper rating to Not Prime from Prime-3.

Ratings assigned:

   * Corporate family rating of Ba1;

   * Probability of default rating at Ba1, LGD4, 50%;

   * $150 million senior notes, $350 million senior notes, and
     $5 million medium term notes at Ba1, LGD4, 56%, and

   * Speculative grade liquidity rating of SGL-1.

The downgrade reflects RadioShack's recent struggles to overcome
lackluster sales and operating performance, much of which stem
from the switch in cellular phone carriers in late-2005, and which
have resulted in leverage that is inconsistent with an investment
grade credit profile.  

Debt/EBITDA has increased to 4.5x at FYE 2006 and EBIT margin has
fallen over 150 basis points to 7.3%.  In addition, while the new
senior management team has articulated a turnaround plan, it
remains to be seen how the plan will impact future operating
performance.

"Fourth quarter performance on a year-over-year basis reflects
improvement, but it is also clear that much work remains to be
done, especially on the phone side," said Moody's analyst Charlie
O'Shea.

RadioShack's Ba1 rating considers its recent operating challenges,
including its lackluster performance in the important cellular
telephone segment, which have resulted in credit metrics
inconsistent with an investment grade credit profile.  

Also considered are its nationwide franchise of 4,400 retail
locations, its somewhat unique product mix, especially in the
peripheral and accessories segments, and its recent entree into
the competitive flat-panel television market.  

Finally, it operates in a fiercely competitive segment of
retailing with competitors that include discounters such as
Wal-Mart and Target, home electronics superstores such as Best Buy
and Circuit City, warehouse clubs such as Sam's Club and Costco,
as well as proprietary cellular phone retailers.  Within a six
month period in 2006, it experienced the abrupt resignation of a
CEO, the brief tenure of a temporary CEO, and the search and
hiring of a permanent CEO.  These senior management changes
occurred at a time when the company was transitioning from Verizon
to Cingular as its principal cellular phone vendor, as well as
experiencing the impact of a significant number of weaker-
performing locations.  Over 500 locations were ultimately closed,
with significant layoffs.

The stable outlook recognizes RSH's solid liquidity and cash flow
generating ability, with $472 million in balance sheet cash and
$625 million in undrawn credit facilities.  In addition, while it
has experienced erosion in some key credit metrics, it is
important to note that two key metrics remain investment grade as
indicated by Moody's Global Retail Rating Methodology.

RadioShack Corp., headquartered in Fort Worth, Texas, is a leading
retailer of home electronics, cellular phones, and accessories,
with FYE 2006 revenues of $4.7 billion, and over 4,400 retail
stores throughout the U.S.


REFCO INC: Ch. 7 Trustee Wants Lease-Decision Deadline Extended
---------------------------------------------------------------
Albert Togut, the Chapter 7 Trustee overseeing the liquidation of
Refco LLC's estate, asks the Honorable Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York to extend
the Lease Decision Deadline until May 9, 2007, without prejudice
to the rights of (i) any non-debtor counterparties to seek an
earlier date upon which the Trustee must assume or reject a
specific contract, and (ii) the Trustee to seek a further
extension, if necessary and appropriate.

The Chapter 7 Trustee tells the Court that as of Jan. 16, 2007, he
has completed his evaluation of the Debtor's executory contracts
and contacted various parties to negotiate modifications to
certain terms and conditions of seven remaining contracts so that
they may be assumed.

The Chapter 7 Trustee expects to reach agreements to assume, or
assume as modified, the Remaining Contracts, and is hopeful that
the process can be completed within the next 60 days.

Currently, the Remaining Contracts that have not yet been assumed
or rejected pertain to document and electronic data storage
services that are continuously used in connection with the
administration of the Debtor's estate, Scott E. Ratner, Esq., at
Togut, Segal & Segal LLP, in New York, states.  The Remaining
Contracts also relate to documents that may be required to be
maintained and stored under applicable commodities or other law.

Counterparties to the Remaining Contracts are:

   * Archives One, Inc. - New York,
   * GRM - Chicago,
   * Iron Mountain Information Management, Inc.,
   * Iron Mountain Off-Site Data Protection, Inc.,
   * Data Impact, also known as Speedscan, Inc.,
   * Vanguard Archives, Inc. - Chicago.
   
Mr. Ratner asserts that the extension is necessary and
appropriate and will assist the Chapter 7 Trustee in maximizing
the value of Refco LLC's estate for the benefit of creditors.

                          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: Plan Administrators Want May 11 Removal Period Deadline
------------------------------------------------------------------
RJM, LLC, the duly appointed administrator of Refco, Inc.'s
Chapter 11 case, and Marc S. Kirschner, the duly appointed
administrator and Chapter 11 Trustee of Refco Capital Markets,
Ltd.'s estate, ask the U.S. Bankruptcy Court for the Southern
District of New York to extend until May 11, 2007, the period
within which Refco, Inc., and its debtor-subsidiaries may
file notices of removal with respect to pending actions under
Rule 9027(a)(2) of the Federal Rules of Bankruptcy Procedure.

The Plan Administrators assumed the rights, powers, and duties of
the Reorganized Debtors and RCM upon the Plan Effective Date.

Jared R. Clark, Esq., at Bingham McCutchen LLP, in New York,
relates that as of their bankruptcy filing, the Debtors were
plaintiffs in 37 actions and proceedings in a variety of state and
federal courts throughout the country.

Mr. Clark states that since the Debtors have continued to focus
primarily on winding down their businesses, administering claims
and implementing the Plan, the Debtors have not reviewed all the
Actions to determine whether any of them should be removed.

Mr. Clark asserts that extension of the Removal Period will
afford the Debtors a sufficient opportunity to assess whether the
Actions can and should be removed, hence, protecting the Debtors'
valuable right to adjudicate lawsuits under Section 1452 of the
Judiciary and Judicial Procedure Code.

                          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).


REXNORD LLC: Posts $4.5 Million Net Loss in Quarter Ended Dec. 30
-----------------------------------------------------------------
Rexnord LLC reported a net loss of $4.5 million for the third
quarter ended Dec. 30, 2006, as compared with a net income for the
quarter ended Jan. 1, 2006, of $600,000.  The net loss was partly
due to the Canal Street facility accident on Dec. 6, 2006, and
related business interruption by about $15 million to $20 million
in sales and $6 million to $10 million of operating income.

Third Quarter Highlights were:

     -- third quarter sales grew over the prior year quarter to
        $283.1 million from $264.5 million;

     -- currently recognized net loss on Canal Street Accident of
        $7.9 million;

     -- third quarter interest expense grew to $35.3 million in
        the third quarter of 2006, as compared with $15.4 million
        in the prior year quarter;

     -- third quarter income from operations grew over the prior
        year to $18.2 million from $16.8 million;

     -- total debt was reduced by $27.3 million during the third
        quarter, bringing the total debt reduction to
        $56.5 million since the date of the Apollo acquisition;

     -- backlog as of Dec. 30, 2006, was $386.6 million, an
        increase of $79.2 million from March 2006.  Backlog net of
        the gear product line was about $228 million at the end of
        Dec. 2006, unchanged from Sept. 30, 2006, and an increase
        of $31 million from March 31, 2006; and

     -- completed Zurn acquisition on Feb. 7, 2007.

At the end of the third quarter, the company had total debt of
$1.4 billion, $27.3 million lower than as of Sept. 30, 2006, and
$56.5 million lower than the date of the Apollo acquisition.  It
also had cash on hand of $17.9 million as of Dec. 30, 2006.

                       Nine Months Results

Sales in the first nine months of fiscal 2007 were $869.6 million,
an increase of $91.9 million, over sales in the first nine months
of fiscal 2006 of $777.7 million.  Around $25.2 million of this
increase was due to the timing of the Falk acquisition in May
2005, as the first nine months of the company's prior fiscal year
included about 7.5 months of Falk sales.

The company reported a net loss of $43.7 million, versus a net
income of $13.2 million for the prior year period.

Gross profit in the first nine months of fiscal 2007 was
$264.6 million, as compared with $240.1 million in the first nine
months of fiscal 2006.

                Acquisition of Jacuzzi's Zurn Water

On Feb. 7, 2007, the company acquired Jacuzzi Brands, Inc.' Zurn
Water Management Business from an affiliate of Apollo for a cash
purchase price of about $942 million, including transaction costs.  

The purchase price was financed through an equity investment by
Apollo and its affiliates of about $282 million and debt financing
of about $660 million, consisting of $310 million of 9.5% senior
notes due 2014, $150 million of 8.875% senior notes due 2016, and
$200 million of borrowings under existing senior secured credit
facilities.

                  Canal Street Facility Accident

On Dec. 6, 2006, the company's Canal Street facility had an
explosion, in which three employees died and about 45 employees
were injured.  Canal Street is comprised of over 1.1 million
square feet among several buildings, and employed nearly 750
associates prior to the accident.

Preliminary reports indicate the accident resulted from a leak in
an underground pipe related to a backup propane gas system that
was being tested.  The explosion destroyed around 80,000 square
feet of warehouse, storage and non-production buildings, and
damaged portions of other production areas.

The Company has substantial property, casualty, liability,
workers' compensation and business interruption insurance,
providing coverage of up to $2 billion per incident.  The
aggregate amount of deductibles under all insurance coverage is
$1 million.

Through Feb. 13, 2007, the company received cash advances from its
insurance carriers totaling $22 million, of which $7 million was
received in December 2006.  This amount is reflected in the
company's cash balance of $17.9 million as of Dec. 30, 2006.

The company has recommenced shipments and production at Canal
Street.  As of Jan. 20, 2006, all Canal Street employees have been
recalled and are working at the facility in their roles prior to
the accident and/or assisting in the restoration process.

"The tragedy we experienced at our Canal Street facility this
quarter was both a sad and a defining moment for the company.  We
continue to express sadness about the death of our employees and
extend our sympathies to the families of those impacted by the
accident.  It was also a defining moment as our employees have
shown great courage, resilience and teamwork in the weeks
following the accident.  Everyone has rallied to help us recover
and to continue to serve our customers," Bob Hitt, Rexnord's chief
executive officer, said.

                         About Rexnord LLC

Milwaukee-based Rexnord LLC is a diversified, multi-platform
industrial company comprised of two key platforms of power
transmission and water management products.

                           *     *     *

As reported in the Troubled Company Reporter on Feb 20, 2007,
Standard & Poor's Ratings Services revised its outlook on
Rexnord LLC to negative from stable.  All ratings, including the
'B' corporate credit rating, have been affirmed.


SEPRACOR INC: Earns $99.1 Million in Quarter Ended December 31
--------------------------------------------------------------
Sepracor Inc. reported net income of approximately $99.1 million
for the fourth quarter ended Dec. 31, 2006, compared with net
income of $36.9 million for the same period in 2005.  Reported
results for the fourth quarter of 2006 included charges of
$13.8 million for stock-based compensation due to Sepracor's
adoption in January 2006 of Statement of Financial Accounting
Standards, or SFAS No. 123R.  

For the fourth quarter, Sepracor's consolidated revenues were
approximately $357.2 million, of which revenues from Sepracor's
pharmaceutical product sales were approximately $348.8 million.  
These consolidated results compare with consolidated revenues of
$311.1 million for the fourth quarter of 2005, of which revenues
from Sepracor's pharmaceutical product sales were approximately
$302.9 million.  

For the year ended Dec. 31, 2006, Sepracor's consolidated revenues
were approximately $1.196 billion, of which revenues from
Sepracor's pharmaceutical product sales were approximately
$1.162 billion.  Net income for the year ended Dec. 31, 2006, was
approximately $184.6 million.  Reported results for the full year
2006 included charges of $45.2 million for stock-based
compensation due to Sepracor's adoption of SFAS No. 123R.

These consolidated results compare with consolidated revenues of
$820.9 million, of which Sepracor's pharmaceutical product sales
were approximately $769.7 million, and a net income of
$3.9 million for the year ended Dec. 31, 2005.

As of Dec. 31, 2006, Sepracor had approximately $1.166 billion in
cash and short- and long-term investments.  

"The year 2006 was a year of significant achievement for Sepracor
and its stakeholders.  It marks our first full year of operating
profits and the first year that revenues exceeded one billion
dollars," said Timothy J. Barberich, Chairman and Chief Executive
Officer of Sepracor."  

At Dec. 31, 2006, the company's balance sheet showed
$1.493 billion in total assets, $1.401 billion in total
liabilities, and $92.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1b45

                           About Sepracor

Headquartered in Marlborough, Massachusetts, Sepracor Inc.
(Nasdaq: SEPR) -- http://www.sepracor.com/-- is a research-based
pharmaceutical company specializing in the treatment and
prevention of human diseases.  Sepracor's drug development program
has yielded a portfolio of pharmaceutical products and candidates
with a focus on respiratory and central nervous system disorders.

                           *     *     *

Sepracor's long-term local and foreign issuer credits carry
Standard & Poor's B+ rating.  The ratings were placed on Feb. 13,
2006 with a positive outlook.


SIERRA HEALTH: UnitedHealth Deal Cues S&P's Positive CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' counterparty
credit rating on Sierra Health Services Inc. on CreditWatch with
positive implications.

"This rating action follows the announcement earlier today that
UnitedHealth Group Inc. (A/Negative/--; NYSE:UNH) will acquire
Sierra for $2.6 billion in an all-cash deal," explained
Standard & Poor's credit analyst Joseph Marinucci.

Standard & Poor's considers this deal to be beneficial to Sierra
because Sierra will become part of a significantly larger
enterprise that currently has a much stronger business and
financial profile.  The transaction, which is subject to numerous
regulatory approvals, is expected to close by the end of the
calendar year or sooner.  Upon closing, Standard & Poor's expects
to raise the ratings on Sierra to the same level as the
counterparty credit rating on UNH (A) because Sierra will be
viewed as core to UNH.


SMURFIT-STONE: Moody's Cuts Senior Unsecured Notes' Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Smurfit-Stone Container
Enterprises, Inc.'s long term debt ratings by one notch.  SSCE's
corporate family rating was downgraded to B2 from B1.  Senior
secured debt was downgraded to Ba2 from Ba1 and the rating on
senior unsecured notes was downgraded to B3 from B2.

Concurrently, Moody's rated SSCE's new $675 million senior
unsecured notes B3 and affirmed the company's speculative grade
liquidity at SGL-2.  The ratings outlook is stable.  

SSCE is the main operating subsidiary of Smurfit-Stone Container
Corporation, a publicly traded containerboard manufacturer.

The ratings downgrade was prompted by an assessment that the
company's cash generation is likely to be relatively modest
relative to its substantial debt load despite operating in peak or
near-peak market conditions.  As conditions normalize, cash
generation is expected to weaken, and the company's forward
looking credit metrics are expected to be weaker than those
prevailing at present.

The rating action aligns the rating with expected average
observations.  A component of this expectation is Moody's view
that SSCE faces a long term secular decline as manufacturing
activity -- and the need to provide packages for manufactured
goods -- migrates to low cost developing economies from relatively
high cost mature economies such as North America.  In addition to
causing demand growth to be muted, this trend also likely implies
that asset portfolio restructuring will be featured periodically
as surplus assets are retired and remaining assets are
reconfigured.  The cost of these activities will reduce free cash
flow and debt reduction capacity. In this circumstance, a B2 CFR
is deemed appropriate, warranting the rating downgrades.

The rating action included downgrading the company's secured bank
credit facilities to Ba2 from Ba1.  The enhanced recovery
prospects provided by the security package, continues to cause the
rating for this class of debt to be three notches above SSCE's
CFR.  Reciprocally, unsecured debt is relatively disadvantaged and
is rated one notch lower than the CFR.  This relative positioning
remains unchanged.

Relative positioning is also unaffected by the proposed
refinancing transaction.  Proceeds from the new $675 million note
issues will be used to fund repayment of the $648 million 9.75%
senior unsecured notes due Feb. 1, 2011.  The new unsecured notes
are rated at the same B3 level as the notes they replace.  This
refinancing transaction does not materially impact the company's
credit profile or prospects.

In light of prevailing robust market conditions, Moody's expects
SSCE to generate reasonably strong cash flow over the near term.
When considered in conjunction with the nature of the company's
external financing arrangements, liquidity is assessed as being
good.  Accordingly, the SGL-2 speculative grade liquidity rating
was affirmed.

Downgrades:

   * Smurfit-Stone Container Enterprises, Inc.

      -- Corporate Family Rating, Downgraded to B2 from B1

      -- Senior Secured Bank Credit Facility, Downgraded to Ba2
         from Ba1

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
         from B2

   * Smurfit-Stone Container Canada, Inc.

      -- Senior Secured Bank Credit Facility, Downgraded to Ba2
         from Ba1

   * Stone Container Finance Company of Canada II

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
         from B2

Outlook Actions:

   * Smurfit-Stone Container Enterprises, Inc.

      -- Outlook, Changed To Stable From Negative

Headquartered in Chicago, Illinois, Smurfit-Stone Container
Corporation is a publicly traded holding company that operates
through a wholly-owned subsidiary company, Smurfit-Stone Container
Enterprises, Inc.  The company is an integrated producer of
containerboard and corrugated containers and is a large collector,
marketer, and exporter of recycled fiber.  Operations are located
throughout North America.  Containerboard and corrugated
containers account for approximately 95% of SSCE's consolidated
revenues.  This segment supplies hundreds of national and
international manufacturers and consumer products companies, as
well as thousands of local and regional customers.  The company
also produces market pulp, kraft paper and boxboard.


SMURFIT-STONE: S&P Junks Rating on Proposed $675 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Chicago-based Smurfit-Stone Container Corp. and its subsidiaries
to positive from stable.

All ratings, including the company's 'B' corporate credit rating,
were affirmed.

At the same time, Standard & Poor's assigned its 'CCC+' senior
unsecured debt rating to the proposed $675 million senior
unsecured notes due 2017 to be issued by Smurfit-Stone's wholly
owned subsidiary, Smurfit-Stone Container Enterprises Inc. under
Rule 144a with registration rights.

Proceeds from the notes offering are to be used to purchase,
through a tender offer, all of the company's $648 million 9.75%
notes due 2011.

"The outlook revision recognizes the improvement in Smurfit-
Stone's debt leverage since the end of 2005 and better
containerboard industry fundamentals that should lead to stronger
credit metrics over the next year," said Standard & Poor's credit
analyst Pamela Rice.

"We expect relatively steady market conditions in 2007 and believe
the company will realize sizable benefits from its strategic
initiatives to reduce costs and improve productivity throughout
its mill and corrugated products system.  As a result, Smurfit-
Stone should generate sufficient free cash flow to further reduce
debt and strengthen credit measures to levels that could support a
one-notch upgrade.  However, the rating action also reflects our
caution that an extended period of high fiber costs without
additional price increases or a weaker-than-expected U.S.
economy could hinder the expected progress."

Smurfit-Stone is the largest containerboard producer in North
America with about 20% of capacity in a relatively consolidated
industry.  It is also the largest maker of corrugated containers,
with close to 20% of the box market.

"We could raise the ratings in the next year or so if the
company can permanently improve its cost structure and further
reduce its heavy debt burden.  We could revise the outlook to
stable if market conditions reverse the progress of the last year
because of worse-than-expected U.S. economic conditions, price
declines, or greater-than-expected cost pressures," added
Ms. Rice.


SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Soundview Home Loan Trust 2007-1 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate,
first and second lien, subprime residential mortgage loans
originated by Mortgage Lenders Network USA, Ameriquest Mortgage
Company, Mortgage Network Inc., Nationstar Mortgage LLC, First NLC
Financial Services LLC, Fremont Investment & Loan, New Century
Financial Corporation, Countrywide Home Loans, LP, NovaStar
Mortgage Inc, Washington Mutual Bank, Meritage Mortgage
Corporation, and Aames Financial Corp.  

The ratings are based primarily on the credit quality of loans and
on the protection against credit losses provided by subordination,
overcollateralization, and excess spread.  The ratings also
benefit from an interest rate swap and interest rate cap agreement
provided by Bear Stearns Financial Products Inc.  Moody's expects
collateral losses to range from 4.15% to 4.65%.

Ocwen Loan Servicing, LLC, Central Mortgage Company, GMAC
Mortgage, LLC, Wells Fargo Bank, N.A., and Countrywide Home Loans
Servicing LP will service the mortgage loans in the transaction,
and Wells Fargo Bank, N.A. will act as master servicer.  Moody's
has assigned Ocwen its servicer quality rating of SQ2- as a
primary servicer of subprime residential mortgage loans.  Moody's
has assigned Wells Fargo Bank, N.A. its top servicer quality
rating of SQ1 as a primary servicer of subprime residential
mortgage loans and as a master servicer of residential mortgage
loans.

These are the rating actions:

   * Soundview Home Loan Trust 2007-1

   * Asset-Backed Certificates, Series 2007-1

                   Class I-A-1,  Assigned Aaa
                   Class II-A-1, Assigned Aaa
                   Class II-A-2, Assigned Aaa
                   Class II-A-3, Assigned Aaa
                   Class II-A-4, 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-8A, Assigned Baa2
                   Class M-8B, Assigned Baa2
                   Class M-9,  Assigned Baa3
                   Class M-10, Assigned Ba1


SOUTHERN UNION: Earns $64.1 Million in Year Ended December 31
-------------------------------------------------------------
Southern Union Company reported net earnings of $64.1 million on
operating revenue of $2.34 billion for the year ended
Dec. 31, 2006, compared with net earnings of $20.7 million on
operating revenue of $1.266 billion in the prior year.

The improvement in operating results was primarily attributable to
improvement in Southern Union's transportation and storage segment
and the inclusion of the gathering and processing business,
partially offset by lower contributions from the distribution
segment.
  
Selected items in 2006 include a $74.8 million book gain resulting
from the company's exchange of its ownership interest in
Transwestern Pipeline Company for increased ownership in Citrus
Corp., offset by $14.2 million of non-recurring transaction
related bonuses paid to executive management, $6.5 million related
to the write-down in carrying value of the company's Scranton
office and $18.2 million increase in income taxes associated with
the tax impact of the selected items and the reversal of income
tax expense as a result of the conclusion of an IRS audit.

Loss from discontinued operations before income taxes was
$2.4 million in 2006, compared to a loss from discontinued
operations before income taxes of $111.6 million in 2005.  Loss  
from discontinued operations before income taxes was
$109.2 million lower in 2006 primarily due to the $175 million
goodwill impairment recognized in 2005, partially offset by a loss
of $56.8 million resulting from the disposition of the company's
Pennsylvania and Rhode Island natural gas distribution assets,
which closed on August 24, 2006, and lower earnings of
$8.9 million primarily due to the inclusion of a full year of
activity in 2005 versus activity only through August 24 in 2006.
  
Federal and state income taxes from discontinued operations was
$150.6 million in 2006, compared with $20.8 million in 2005.  As a
result, loss from discontinued operations increased to
$152.9 million in 2006, from a loss from discontinued operations
of $132.4 million in 2005.

The company's effective federal and state income tax rate from
discontinued operations was significantly higher in 2006 compared
to 2005 primarily due to the following items:

  -- The company incurred $142.4 million of income tax expense in
     2006 resulting from $379.8 million of non-deductible goodwill
     related to the disposition of the company's Pennsylvania and
     Rhode Island natural gas distribution assets in 2006,
     compared to $65.6 million of income tax expense resulting
     from $175 million of non-deductible goodwill impairment
     related to these assets recorded in 2005; and

  -- The company incurred income tax expense of $17.6 million in
     2006 as a result of the write-off of a tax-related regulatory
     asset of PG Energy.

Commenting on the year, George L. Lindemann, chairman, president
and CEO, said, "2006 was another significant year in the ongoing
transformation of Southern Union.  We made great strides towards
becoming more of a pure-play natural gas midstream company.  We
are confident this transformation will afford greater growth
opportunities to the company and will allow us to unlock
considerable value for our shareholders."

At Dec. 31, 2006, the company's balance sheet showed
$6.782 billion in total assets, $4.732 billion in total
liabilities, and $2.05 billion in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $690.9 million in total current assets available to
pay $1.2 billion 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?1b4a

                        About Southern Union

Headquartered in Houston, Texas, Southern Union Co. (NYSE: SUG) --
http://www.southernunionco.com/-- is a natural gas company,  
engaged primarily in the transportation, storage, gathering,
processing and distribution of natural gas.  The company owns and
operates a natural gas pipeline system with more than 20,000 miles
of gathering and transportation pipelines and a liquefied natural
gas import terminal.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service assigned a Ba1 credit rating to Southern
Union Company's $600 Million Series A Junior Subordinated Notes
due 2066 with negative outlook.  This rating is one notch below
the Baa3 senior unsecured debt rating of the company.  


S.T.N. Properties: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: S.T.N. Properties, Ltd.
        P.O. Box 99
        McAllen, TX 78505

Bankruptcy Case No.: 07-70105

Chapter 11 Petition Date: March 5, 2007

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: John Kurt Stephen, Esq.
                  Cardena Whitis and Stephen
                  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

Debtor's Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Jane Beakey                                           $75,000
   200 Pineridge
   Mcallen, TX 78503


SUN HEALTHCARE: Moody's Places Corporate Family Rating at B1
------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
Sun Healthcare Group, Inc.

Moody's also assigned a Ba2 rating to Sun Healthcare's proposed
senior secured credit facilities and a B3 rating to the company's
proposed senior subordinated notes.  The outlook for the ratings
is stable.  The proceeds of the proposed offering are expected to
be used primarily to fund the approximately $628 million
acquisition of Harborside Healthcare Corporation, including the
retirement of existing debt and the acquisition of several
facilities that Harborside has already agreed to acquire.

The B1 Corporate Family Rating reflects the considerable financial
leverage and associated interest expense following the
transaction.  The increased debt load is expected to constrain the
company's adjusted cash flow coverage of debt metrics, which are
considered weak for the rating category.

However, the ratings also consider the substantial increase in
scale and diversity resulting from the acquisition of Harborside
and the favorable geographic diversity of the combined company.
Moody's estimates that the addition of Harborside would result in
pro forma revenues of roughly $1.7 billion for the year ended
Dec. 31, 2006, and would approximately double lease adjusted
EBITDA.

Further, while Sun Healthcare's profitability has historically
lagged its peer group following the company's emergence from
bankruptcy in February 2002, Moody's believes ongoing
restructuring since that time has and will continue to position
the company to achieve improved operating performance.  Moody's
believes the acquisition of Harborside should further this trend,
allowing the company to leverage its infrastructure and achieve
improvements in patient mix and other operating efficiencies.

Assigned:

   * $50 million Senior Secured Revolving Credit Facility due
     2013, Ba2, LGD2, 27%

   * $40 million Senior Secured Synthetic Line of Credit due 2013,
     Ba2, LGD2, 27%

   * $345 million Senior Secured Term Loan due 2014, Ba2, LGD2,
     27%

   * $200 million Senior Subordinated notes due 2015, B3, LGD5,
     2%

   * Corporate Family Rating, B1

   * Probability of Default Rating, B1

   * Speculative Grade Liquidity Rating, SGL-2

The ratings outlook is stable.

Headquartered in Irvine, California, Sun Healthcare is a leading
provider of healthcare services to seniors. Sun Healthcare's
inpatient services division, SunBridge, operates 141 facilities in
19 states.  Sun Healthcare also provides rehabilitation services
through its SunDance division and healthcare staffing services
through its CareerStaff Unlimited subsidiary.  For the twelve
months ended Dec. 31, 2006 Sun Healthcare recognized revenues of
approximately $1.0 billion.


SUN HEALTHCARE: S&P Junks Rating on $200 Mil. Subordinated Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Sun Healthcare Group Inc.  The rating outlook is
stable.

At the same time, the rating agency assigned its bank loan and
recovery ratings to Irvine, California-based Sun's proposed
$435 million first-lien bank facilities, consisting of a
$50 million revolving credit facility and a $40 million
synthetic revolving credit facility, both maturing in 2013, and a
$55 million delayed term loan and a $290 million term loan, both
maturing in 2014.  The facilities are rated 'B' with a recovery
rating of '2', indicating the expectation for substantial
recovery of principal in the event of a payment default.

Standard & Poor's also assigned its 'CCC+' rating to Sun's
$200 million subordinated notes.  The company will use the
proceeds from the term loans and subordinated notes, in addition
to $121 million of net proceeds from an equity offering in
December 2006, to finance the pending acquisition of Harborside
Healthcare for $628 million.  Pro forma debt outstanding for Sun
will be about $680 million.

The speculative-grade ratings on Sun reflect the chronic
third-party reimbursement risk that nursing homes face and the
company's significant debt burden.  Reimbursement risk, which has
included both rate cuts and revisions to Medicare's payment
system, requires nursing homes to be adaptable.  The last Medicare
revision, which also included a rate cut, was implemented on
Jan. 1, 2006.  This risk is somewhat mitigated by Sun's
geographical dispersion, with locations in 25 states, and by a
relatively small presence in related businesses that comprise
about 10% of total revenues.

"It is likely that even under a reasonably conservative forecast,
the company's financial profile could improve," said
Standard & Poor's credit analyst David P. Peknay, "but it would
probably remain consistent with the rating category for at least
the next couple of years, particularly given ongoing reimbursement
risk."


TAKE-TWO: Post $21.5 Mil. Net Loss in First Quarter Ended Jan. 31
-----------------------------------------------------------------
Take-Two Interactive Software Inc. reported its financial results
for its first quarter ended Jan. 31, 2007.

The company's net revenue for the first quarter was $277.3 million
compared to $265 million for the first quarter of fiscal 2006.  
Net loss for the quarter was $21.5 million, compared to a net
loss of $29.1 million in the prior year's first quarter.

The first quarter 2007 loss includes $6.4 million for legal and
other professional fees associated with the investigation of stock
option grants and the company's responses to the New York County
District Attorney's subpoenas, $6.1 million to record valuation
allowances for deferred tax assets as required under Statement of
Financial Accounting Standards 109, and $2.2 million in stock-
based compensation as required by SFAS 123.

Take-Two generated approximately $12.1 million in cash flow from
operations in the quarter, bringing the Company's cash position to
$138.2 million as of January 31, 2007.

While Take-Two's first quarter results continued to be negatively
impacted by the video game industry's ongoing transition to next-
generation platforms, the company realized higher gross profit
margins in both its publishing and distribution businesses
compared to the first quarter last year.

Take-Two's operating expenses declined by $10 million from last
year's first quarter as a result of reduced sales and marketing
expenses, the closure of three development studios in 2006, and
lower stock-based compensation.

                       NASDAQ Delisting Notice

In September 2006, Take-Two Interactive received a NASDAQ Staff
Determination letter indicating that the company is not in
compliance with the filing requirements for continued listing on
The NASDAQ Stock Market.

In accordance with NASDAQ procedures, the company will request a
hearing with the NASDAQ Listing Qualifications Panel to review the
Staff Determination.  The company's shares will remain listed
under the ticker symbol TTWO on The NASDAQ Global Select Market
pending a decision by the Panel.

A special committee consisting of independent board members is
conducting an internal investigation of the company's stock option
grants, which, according to the company, has delayed the filing of
its Form 10-Q for the fiscal third quarter ended July 31, 2006.

The company intends to file its Form 10-Q as soon as practicable
after the Special Committee concludes its investigation and the
Company and its independent auditors complete any related
accounting review.

A full-text copies of the company's regulatory filing Form 10-Q
are available for free at http://ResearchArchives.com/t/s?1b3c

            About Take-Two Interactive Software, Inc.

Headquartered in New York City, Take-Two Interactive Software Inc.
-- http://www.take2games.com/-- engages in publishing,  
developing, and distributing interactive entertainment software,
hardware, and accessories worldwide.  It publishes interactive
software games for personal computers, video game consoles, and
handheld platforms.  The company's products include titles for
hardware platforms, computer entertainment system, video game and
entertainment system, and game console. Its software titles are
developed by third parties.


TOWER AUTOMOTIVE: Amended General Motors Pact Filed Under Seal
--------------------------------------------------------------
At the behest of Tower Automotive Inc. and its debtor-affiliates,
the U.S. Bankruptcy Court for the Southern District of New York
authorizes the Debtors to file their amended agreement with
General Motors Corp. and related exhibits under seal.

All contents of the request and exhibit remain confidential, and
will not be available to the general public or any parties-in-
interest in the Debtors' Chapter 11 cases except upon the express
written consent of the parties.

The Debtors and General Motors previously settled, on a global
basis, all prepetition claims between them relating to the
Debtors' North American operations.  To effectuate that
settlement, the parties entered into a First Amended and Restated
Accommodation and Settlement Agreement, and four new component
supply agreements.

Howard P. Magaliff, Esq., at Togut, Segal & Segal LLP, in New
York, relates that the Accommodation and Supply Agreements were
filed under seal because they contain detailed information about
the relationship between GM and Tower Automotive, Inc., and
specific references to confidential information, including
pricing and related terms negotiated by the Debtors and GM.

Mr. Magaliff notes that the Debtors and GM have now reached an
agreement to resolve one last dispute arising under the
Accommodation Agreement, in connection with a vendor whose goods
were used by the Debtors to produce modules for GM at Tower's
former Lansing, Michigan, facility.

The present Agreement, as with the prior ones, requires the
parties to keep its terms confidential since the documents
contain classified information about the relationship between GM
and the Debtors, and specific references to confidential
information from the Accommodation Agreement, Mr. Magaliff says.
He adds that the Agreement will become effective after a final
Court ruling has been entered.

Mr. Magaliff submits that filing the request under seal is
warranted because, among other things, access to information
contained in the request would give the Debtors' competitors an
unfair advantage, and undermine the parties' ability to
successfully negotiate with other customers and suppliers about
similar issues.

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.  

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower Automotive
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Stutman Treister OK'd as Panel Conflicts Counsel
------------------------------------------------------------------
The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York authorizes the Official
Committee of Unsecured Creditors appointed in Tower Automotive
Inc. and its debtor-affiliates' chapter 11 cases to retain
Stutman, Treister & Glatt, P.C., as its special conflicts
counsel, nunc pro tunc to Oct. 26, 2006.

As reported in the Troubled Company Reporter on Feb. 8, 2007, due
to the conflict that Akin, Gump, Strauss, Hauer & Feld, LLP, the
Creditors Committee's bankruptcy counsel, had in the adversary
proceeding between Tower Automotive Mexico and Grupo Proeza, S.A.
DE C.V., Stutman Treister provided services to the Committee in
connection with the Proeza Litigation, immediately upon the
Committee's request in October 2006.

Although the Proeza Litigation will soon be dismissed, the
Creditors Committee had requested that Stutman Treister continue
to serve as conflicts counsel.

Specifically, Stutman Treister's services will include assisting
the Creditors Committee in potential plan confirmation disputes
where Akin Gump possesses an actual or potential conflict of
interest.

Stutman Treister's employment does not include appearances before
any court or agency other than the Bankruptcy Court or the
provision of advice on international taxation issues, securities,
torts, environmental, labor, or criminal law.  Stutman Treister
represents only the Creditors Committee, not its individual
members.

Stutman Treister will be paid for its services in accordance with
its hourly rates for professionals and paraprofessionals:

   Billing Category           Hourly Rate                       
   ----------------           -----------
   Shareholders               $450 - $775
   Of Counsel                 $395 - $750
   Associates                 $250 - $385

   Paralegals                    $190    
   Law Clerks                 $160 - $215

The professionals currently expected to have primary
responsibility for providing services to the Committee are:

   Professional               Hourly Rate
   ------------               -----------
   Jeffrey C. Krause, Esq.    $640 - $675
   Eric D. Goldberg, Esq.     $550 - $575
   Gregory K. Jones, Esq.     $395 - $425

Jeffrey C. Krause, Esq., a member at Stutman Treister, assured
the Court that his firm and all of its attorneys are
disinterested persons who do not hold or represent an interest
adverse to the Debtors' estates and do not have any connection
with the Debtors, their creditors, the Committee, or any other
parties-in-interest in the Debtors' Chapter 11 cases.

Mr. Krause disclosed that his firm represented certain members of
the Creditors Committee and some creditors in discrete matters
entirely unrelated to the Debtors or the Debtors' Chapter 11
cases.  In addition, Mr. Krause said he was previously a partner
of Akin Gump for a little more than two years -- he resigned from
Akin Gump effective Dec. 31, 2001.  Gregory K. Jones was
previously employed by Akin Gump between January 2000 and
March 2002.

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.  

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower Automotive
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRW AUTOMOTIVE: Fitch Rates Senior Subordinated Notes at B+
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to TRW Automotive
Holdings Corp's new senior unsecured notes.  The new notes replace
TRW's existing senior unsecured and senior subordinated notes and
as such, do not affect the current ratings or Rating Outlook.

   * TRW Automotive

      -- Issuer Default Rating 'BB';
      -- Senior secured bank lines 'BB+';
      -- Senior unsecured notes 'BB-'; and
      -- Senior subordinated notes 'B+'.

Fitch's ratings affect approximately $3 billion in debt.  The
Rating Outlook is Stable.

The new notes consist of $670 million due 2014, EUR250 million due
2014 and $500 million due 2017.  The notes are the obligation of
TRW Automotive Inc. and guaranteed by certain direct and indirect
wholly owned domestic subsidiaries and one European subsidiary.
Under certain circumstances, TRW Automotive Holdings, TRW
Automotive Intermediate Holdings and certain other subsidiaries
may become guarantors.  

Terms include a claw-back for up to 35% of each note with certain
equity proceeds into 2010, a 'Change-In-Control' covenant, a
'Limitation on Liens' covenant that permits certain liens up to an
aggregate of roughly $4 billion in addition to liens already in
place at the date of the offering, and a 'Sale/Leaseback'
covenant.

The new notes provide TRW with a lower cost of capital, extend
maturities, and loosen covenants whereby a larger aggregate amount
of liens is permitted and some of the limitations on receivable
factoring are removed.  

Fitch estimates that total debt increases by roughly $168 million
while annual cash interest expense declines by approximately
$32 million. After the application of proceeds to tendered
existing notes and transaction fees, Fitch expects that the
remainder of the proceeds could be used to reduce other
indebtedness and to redeem any non-tendered existing notes.

The company also intends to refinance its existing bank facility
within the very near term.  After the bank facility refinancing,
Fitch expects that there will be no impact on TRW's other ratings,
assuming no significant increase in total leverage and no
decremental impairment to the unsecured bondholders' position.

Fitch's ratings reflect TRW's relatively strong diversity of OEM
customers and geographies, as well as the company's
technology-driven products that have allowed TRW to weather an
onerous industry environment.  Despite significant production
cutbacks by North American manufacturers and industry cost
challenges, TRW's operating efficiency, a substantial book of
business outside of North America and continued healthy demand for
TRW's products has sustained margins through the industry turmoil.

The company's margins remain at the high end of the supplier
industry and liquidity is healthy, providing a buffer in the event
of further deterioration in industry fundamentals.  Even in an
adverse economic and industry scenario through 2007, Fitch expects
TRW to generate free cash flow, although debt reduction could be
limited in such a scenario.  

Concerns include debt levels, margin pressures from price
competition and raw materials, customers' production volumes,
potential labor stoppage due to customers' critical union
negotiations, and a financially stressed base of suppliers other
than TRW.

Including the cash and marketable securities balance of
$578 million, total liquidity at the end of fourth-quarter 2006
was approximately $1.7 billion.  At the end of 4Q'06, TRW had
approximately $830 million of availability under its revolver
after $70 million in outstanding letters of credit.  

Under the U.S. securitization facility, approximately $191 million
of receivables was eligible for borrowings and about $104 million
would have been available for funding.  After giving effect to a
January 2007 amendment to the facility, $196 million would have
been available for funding.  In addition, approximately
EUR140 million and GBP11 million were available under European
facilities.  As of Dec. 30, 2006, TRW had nothing outstanding on
any of its A/R programs.


TRW AUTOMOTIVE: Moody's Rates New Senior Notes at Ba3
-----------------------------------------------------
Moody's Investors Service has assigned Ba3 ratings to the new
senior unsecured notes of TRW Automotive, Inc.  

In a related action, Moody's has affirmed:

   * the company's Corporate Family Rating at Ba2; and
   * the ratings on the senior secured bank facilities, at Ba1.

The outlook remains stable.

The company intends to use the proceeds from the offering of the
new senior unsecured notes to finance the repurchase of the
existing senior and senior subordinated notes.

Moody's notes that the existing senior and senior subordinated
notes are not callable until February 2008.  As such, TRW would
have to tender for the existing senior and senior subordinated
notes.  

Moody's would expect a tender offer to include a consent
solicitation to delete substantially all of the restrictive
covenants and certain events of defaults from the existing senior
and senior subordinated notes.  Anticipating completion of a
tender and consent solicitation, the ratings on the existing
senior and senior subordinated notes have been lowered to B1,
LGD6, 97% for any amounts that remain outstanding.  If the
substantial majority of each note issue is redeemed under a tender
offer, Moody's will withdraw the ratings on the issues.  TRW has
also reported its intent to refinance its existing credit facility
in connection with this transaction.

As a leading supplier of components and systems to automotive
OEM's, TRW's business profile has many characteristics that are
consistent with ratings higher than the assigned Ba2 rating.  The
company enjoys a well diversified revenue base, including long
standing supply arrangements with European and Asian auto makers,
as well as aftermarket sales.

Continuous investment in new technologies should support future
revenues, even as automotive demand softens.  Yet, TRW has
experienced the effects of ongoing pricing pressures from OEM
customers as well as commodity price increases.  EBIT margins of
below 5% are considered moderate, and more consistent with the
assigned rating.  For the last twelve months ended Dec. 31, 2006,  
TRW's consolidated total debt/EBITDA leverage was 2.9x; EBIT
coverage of interest was 2.3x; free cash flow was approximately
$183 million.  These metrics are viewed as consistent with
speculative grade rated companies and solidify the company's
Corporate Family Rating at the Ba2 level.

The proposed refinancing is viewed favorably for rating purposes
in that it will extend the company's debt maturity profile, reduce
debt service costs, and enhance overall financial flexibility.  
TRW maintains good liquidity with cash and cash equivalents of
$578 million and approximately $830 million of availability under
its revolving credit facility and approximately $104 million of
availability under its U.S. accounts receivable facility, as of
year-end 2006, in addition to other sources of liquidity in
Europe.

The stable outlook anticipates that the company's geographic,
customer and product diversification will support revenues even in
the face of weaker automotive demand.  Ongoing cost reduction
efforts should benefit margins and in conjunction with the lower
debt service costs stemming from the refinancing should support
credit metrics consistent with the Ba2 Corporate Family Rating
through the intermediate term.

Assigned:

   * Ba3, LGD5, 76% to the $670 million senior unsecured notes due   
     2014;

   * Ba3, LGD5, 76% to the EUR250 million senior unsecured notes
     due 2014;

   * Ba3, LGD5, 76% to the $500 million senior unsecured notes due
     2017;

Affirmed:

   * Ba2 Corporate Family rating;

   * Ba2 Probability of Default rating;

   * Speculative Liquidity Rating: SGL-2

   * Ba1 rating for the existing senior secured credit facilities
     with the LGD Assessment changed to LGD2, 26% from LGD2, 24%

Lowered:

These notes are expected to be subject to a tender and consent
offer.  The rating applies to any stub portion of the issue
remaining outstanding after a tender offer that will be stripped
of protective covenants.  If the substantial majority of the issue
is tendered and extinguished, Moody's will withdraw the rating.

   * 9-3/8% Senior Notes due 2013 to B1, LGD6, 97% from Ba3,      
     LGD5, 70%;

   * 10.125% (Euro denominated) Senior Notes due 2013 to B1,
     LGD6, 97% from Ba3, LGD5, 70%;

   * 11.75% (Euro denominated) Senior Subordinate Notes due 2013
     to B1, LGD6, 97% from B1, LGD6, 94%;

   * 11% Senior Subordinate Notes due 2013 to B1, LGD6, 97% from
     B1, LGD6, 94%

The last rating action was on Sept. 22, 2006 when the LGD
Methodology was applied.

Consideration for downward outlook or rating migration would arise
if any combination of factors were to increase leverage to over
3.5x or if EBIT/ Interest coverage approaches 2.0x.

Future events that would be likely to improve TRW Automotive's
outlook or ratings include further debt and leverage reduction
from free cash flow, the realization of substantial new business
awards, expansion into new markets, or improved operating margins
resulting from new business wins or productivity improvement.
Consideration for upward outlook or rating migration would arise
if any combination of these factors were to reduce leverage to
under 2.5x or increase EBIT/interest coverage approximating 3.0x.

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Annual revenues are approximately $13 billion.


TV INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: TV, Inc.
        dba The Shark Club
        aka T.V., Inc.
        8111 Lee Highway
        Falls Church, VA 22042

Bankruptcy Case No.: 07-10471

Chapter 11 Petition Date: March 1, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Edward Gonzalez, Esq.
                  Law Office of Edward Gonzalez, P.C.
                  2405 Eye Street Northwest, Suite 1A
                  Washington, DC 20037
                  Tel: (202) 822-4970

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wachovia SBA Lending Inc.     Trade debt              $1,084,389
c/o Kutak Rock LLP
1111 East Main Street
Suite 800
Richmond, VA 23219

Seone Limited Partnership     Rent                       $40,895
8000 Idylwood Road
Dunn Loring, VA 22027

PrimeCard                     Trade debt                  $9,723
600 Northeast 36th Street
Miami, FL 33137

Care First Blue Cross Blue    Medical services            $6,750
Shield

City of Falls Church          Utility Bill                $6,011

ASCAP                         Trade debt                  $5,989

National Pub Poker League     Trade debt                  $4,500

Technology Insurance Company  Trade debt                  $2,878

Capital Restaurant Systems    Trade debt                  $2,000

ETS                           Trade debt                  $2,000

AAA Recycling and Trash       Utility Bill                $1,995

Suntrust                      Trade debt                  $1,957

Washington Gas                Utility Bill                $1,434

Dominion Virginia Power       Utility Bill                $1,303

XO communications             Trade debt                    $735

Cavalier Telephone            Utility Bill                  $659

Orkin                         Trade debt                    $648

Sprint                        Trade debt                    $600

Roberts Oxygen                Trade debt                    $400

Guardian Fire Protection      Insurance                     $383


TWL CORP: Fiscal Second Quarter Net Loss Rises to $4.3 Million
--------------------------------------------------------------
TWL Corporation reported a $4,371,067 net loss on $6,342,560 of
net total revenues for the fiscal second quarter ended Dec. 31,
2006.  For the three months ended Dec. 31, 2005, the company
reported a $2,420,651 net loss on $8,675,748 of net total
revenues.

The decrease in revenue is due to decreased subscription of
$1,783,429, one-time sales of $596,329, and other revenues of
$185,950, offset by increased production revenues of $232,520.

At Dec. 31, 2006, the company's balance sheet showed $11,232,012
in total assets, $39,666,855 in total liabilities, and $800,000 in
contingent redeemable equity, resulting in $29,234,843 in
stockholders' deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $6,028,918 in total current assets available to pay
$21,193,427 in total current liabilities.

                   Special Shareholders Meeting

The company held a special shareholders meeting on Sept. 26, 2006,
for its shareholders of record as of Aug. 11, 2006.  During the
meeting, the affirmative vote of its shareholders holding the
majority of the company's outstanding shares as of the Record Date
approved these proposals:

   1. Amending the company's Articles of Incorporation to
      change the its name from Trinity Learning Corporation to
      TWL Corporation; and

   2. Amending its Articles of Incorporation to increase the
      authorized number of Common Stock from 100,000,000 shares
      to 750,000,000 shares.

The company filed a Certificate of Amendment with the Secretary of
State of the State of Utah, effective as of Sept. 29, 2006, to
effect its name change from Trinity Learning Corporation to TWL
Corporation and to increase its authorized common stock from
100,000,000 shares to 750,000,000 shares.

In addition, the company filed a Certificate of Amendment with the
Secretary of State of Delaware, effective as of Sept. 12, 2006, to
effect a name change of its subsidiary Trinity Workplace Learning
to TWL Knowledge Group, Inc.

                         Event of Default

The company determined on Jan. 5, 2007, that it could not pay
certain obligations when they will become due and payable.  The
company's inability to meet its obligations as they become due
represents an event of default under, and accelerates its payment
obligations in connection with the 15% senior secured convertible
debenture causing it to become due and payable immediately,
together with interest and other amounts:

   Accrued interest of $337,500 was due Jan. 1, 2007, on the
   Debenture in the principal amount of $4,500,000, and as of
   Jan. 10, 2007, a late fee at the rate of 18% on the accrued
   interest in the amount of $3,750.

The company is currently negotiating to extend the terms of this
debt instrument; however, there can be no assurance that it will
be able to extend such term with the investor.

To meet its present and future liquidity requirements, the company
is continuing to seek conversion of outstanding loans and payables
into common stock, developing the business of its subsidiaries and
collections on accounts receivable.  

The company said there is no assurance that it will be successful
in obtaining more debt or equity financing in the future or that
its results of operations will materially improve in either the
short- or the long-term.  

Full-text copies of the company's fiscal second quarter financials
are available for free at http://ResearchArchives.com/t/s?1b42

                       About TWL Corporation

TWL Corporation, through its subsidiaries, specializes in
providing technology-enabled learning and certification software
for corporations, organizations, and individuals in multiple
global industries.  The Company changed its name on Sept. 29,
2006, from Trinity Learning Corp. to TWL Corp.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Chisholm, Bierwolf & Nilson LLC in Bountiful, Utah, raised
substantial doubt about TWL Corp.'s ability to continue as a going
concern after auditing the company's June 30, 2006, financial
statements.  The auditor pointed to the company's working capital
deficit and recurring operating losses.


TXU CORP: Probe Unveils Manipulation of Electricity Prices
----------------------------------------------------------
TXU Corp. manipulated the Texas electricity market in 2005,
raising prices by an average of 15.5% and costing consumers at
least $70 million, Matthew Dalton of The Wall Street Journal
reports, citing an investigation by the Texas power market
monitor.

According to the report, Staff of the Texas Public Utilities
Commission said an investigation ordered by the commission
concluded that TXU garnered $19.6 million in profit from alleged
anticompetitive behavior between June 1, 2005 and September 30,
2005.  The investigation was conducted by Potomac Economics, an
independent power market monitor, WSJ says.

"Since TXU, in fact, raised prices in the market and profited from
its activities, the [independent market monitor] concluded that
TXU's behavior constitutes market power abuse," the commission
staff told commissioners in a letter cited by WSJ.

Last week, Standard & Poor's Ratings Services lowered its
corporate credit rating on TXU Corp. to 'BB' from 'BBB-'.  The
rating agency also lowered its senior unsecured debt rating on the
company to 'B+' from 'BB+'.  The ratings on TXU remain on
CreditWatch with negative implications.

"The downgrade follows the company's filing of its 10K stating its
plan to incur about $24.6 billion in additional debt under a
preliminary capital plan developed by an investor group led by
Kohlberg Kravis Roberts & Co. (KKR) and Texas Pacific Group," said
Standard & Poor's credit analyst Terry Pratt.

As reported in the Troubled Company Reporter on Mar. 1, 2007, TXU
agreed to be acquired by a consortium of private equity investors,
including Kohlberg Kravis, Texas Pacific Group, and Goldman Sachs
among others, in a transaction valued at $45 billion.  

If the acquisition is successful and the capitalization plan
defined by management is established, Standard & Poor's expects to
further downgrade its ratings on TXU and its subsidiary, TXU
Energy Co. LLC.  The corporate credit ratings will likely fall to
somewhere in the 'B' category, S&P says.

The rating agency explains that under the proposed plan, TXU
Energy will incur large senior secured debt and credit facilities
and senior unsecured debt, which will increase default and loss
risk for existing unsecured debt.  

S&P says its decision to lower ratings reflects the agency's view
that "TXU management has relaxed its policy of limiting debt to
levels commensurate with an investment-grade rating and that they
have clearly sent a message that they have little allegiance to
the current bondholders."

Another rating agency, Moody's Investors Service, placed the
company's ratings on review for possible downgrade stating that
the financial profile of TXU will experience a significant
increase in leverage associated with the proposed acquisition and
that the key financial credit metrics, which include ratios of
cash flow to adjusted total debt, will deteriorate meaningfully.

Additionally, Fitch warned 'B' category ratings for TXU.  

In response to the adverse opinions about the TXU buyout, Texas
Energy Future Holdings Limited Partnership -- the holding company
formed by Kohlberg Kravis, Texas Pacific Group and other investors
to acquire TXU -- issued a statement to clarify the impact of the
consummation of the transaction.

"Under the current regulatory system, we have committed to hold a
majority of our ownership interest in TXU for more than five
years," Fred Goltz of Kohlberg Kravis said.  "We have no intention
to spin-off or sell any of the businesses.  Upon completion of the
transaction, we will create three separate and distinct businesses
for the generation, transmission and distribution, and retail
entities.  This will better position each business to focus on the
unique customers that it serves.  The competitive generation and
retail businesses can comfortably support the debt related to the
transaction."

           Up to $5.4 Million in Investor Assets Freezed

Following announcement of the Kohlberg Deal, Reuters reported that
a federal judge granted an emergency order sought by regulators to
freeze as much as $5.4 million in investor assets for apparent
illegal insider trading ahead of the buyout announcement.

A group of unknown investors "were in possession of material,
nonpublic information" ahead of the company's Feb. 26 announcement
of a $31.8 billion buyout by private equity groups, Reuters said,
citing the Securities and Exchange Commission's statement in a
complaint filed with the U.S. District Court in Chicago.

According to Reuters, the SEC alleged that the unknown buyers
bought at least 8,020 call option contracts for TXU common stock
in advance of the announcement, and are in a position to receive
more than $5.3 million in trading profits.

The source said that a temporary restraining order issued by
the court called upon the investors to identify themselves and
their financial accounts, and barred them from destroying any of
their financial records.

TXU declined to comment on the SEC allegations or court action.

TXU Corp. reported a $475 million net income available to common
shareholders for the fourth quarter 2006 compared to $356 million
in the fourth quarter of 2005.  For the full year 2006, TXU
reported net income available to common shareholders of
$2,552 million compared to $1,712 million for full year 2005.

                        About TXU Corp.

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


UNICAPITAL: Fitch Withdraws Junk Ratings on 4 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings withdraws the ratings of 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'.


WAMU MORTGAGE: Moody's Rates Class B-12 Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates,
WMALT Series 2007-OA2, and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate, negatively
amortizing Alt-A mortgage loans originated by Alliance Bancorp,
Countrywide Home Loans, Inc., Virtual Bank, and other originators.
The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination.  Moody's expects
collateral losses to range from 1.05% to 1.25%.

Washington Mutual Bank and Countrywide Home Loans, Inc. will
service the loans and Washington Mutual Mortgage Securities Corp.
will act as master servicer.  Moody's has assigned Countrywide
Home Loans, Inc. its top servicer quality rating of SQ1 as primary
servicer of prime loans.  Furthermore, Moody's has assigned
Washington Mutual Mortgage Securities Corp. its servicer quality
rating of SQ2+ as master servicer.

These are the rating actions:

   * WaMu Mortgage Pass-Through Certificates Series 2007-OA2 Trust

   * Securities: WaMu Mortgage Pass-Through Certificates, WMALT
     Series 2007-OA2

      Class 1A, Assigned Aaa
      Class 2A, Assigned Aaa
      Class CA-1B, Assigned Aaa
      Class CA-1C, Assigned Aaa
      Class CX-1,  Assigned Aaa
      Class CX-2-PPP, Assigned Aaa
      Class R,   Assigned Aaa
      Class B-1, Assigned Aa1
      Class B-2, Assigned Aa1
      Class B-3, Assigned Aa1
      Class B-4, Assigned Aa1
      Class B-5, Assigned Aa2
      Class B-6, Assigned Aa3
      Class B-7, Assigned Aa3
      Class B-8, Assigned A1
      Class B-9, Assigned A3
      Class B-10, Assigned Baa1
      Class B-11, Assigned Baa3
      Class B-12, Assigned Ba1

The Class B-12 certificate was 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.


WARNER MUSIC: May Attempt Fresh Takeover Offer for EMI Group
------------------------------------------------------------
Warner Music Group CEO Edgar Bronfman Junior is prepared to draw a
fresh takeover bid for EMI Group Plc, on condition that EMI will
consider a revised offer, reports say.

EMI rejected Warner's GBP2.1 billion non-binding takeover bid on
March 2, saying that the price of 260 pence per share in cash for
EMI is inadequate.

Warner approached EMI on Jan. 24, after it obtained the support of
Brussels-based Impala, a trade group for independent European
record labels ending its opposition to a Warner-EMI merger.  
Warner clarified Feb. 21, 2007, that any possible takeover offer
for EMI is likely to be solely in cash.

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

EMI issued two profit warnings since January 2007.

                        About EMI Group PLC

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent  
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China, and Hungary.  The group employs over 6,600 people. Revenues
in 2005 were near EUR2 billion and operating profit generated was
over EUR225 million.

At March 31, 2006, EMI Group's consolidated balance sheet revealed
GBP1.817 billion in total assets and GBP2.544 billion in total
liabilities, resulting in a GBP726.6 million shareholders'
deficit.

                     About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- is  
a music company that operates through numerous international
affiliates and licensees in more than 50 countries, including the
Philippines.

                           *     *     *

As reported in TCR on March 1, 2007, Standard & Poor's Ratings
Services placed its ratings on Warner Music Group Corp., including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications, following the company's statement that it is
exploring a possible merger agreement with EMI Group PLC
(BB- /Watch Neg/B).

Warner Music Group Corp. carries Fitch Ratings' BB- issuer
default rating assigned in May 2006.


WARP 9: December 31 Balance Sheet Upside-Down by $1.1 Million
-------------------------------------------------------------
Warp 9, Inc. filed its quarterly financial statements for the
three-month period ended Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed $1,185,692 in
total assets, $2,370,477 in total liabilities, and $1,184,785 in
stockholders' deficit.  At Sept. 30, 2006, stockholders' deficit
stood at $1,441,656.

The company's December 31 balance sheet also showed strained
liquidity with $724,006 in total current assets available to pay
$1,569,647 in total current liabilities.

The company reported a $108,376 net loss on $903,754 of total
revenues for the quarterly period ended Dec. 31, 2006, compared to
a net loss of $395,762 on $518,146 of total revenues in the same
period of 2005.  Total revenues increased by 74%, and was affected
primarily by:

   (i) the increase in monthly fees from the company's E-commerce  
       software as a result of a larger customer base that is  
       experiencing  higher  sales  volumes; and

  (ii) a general increase in professional services from having
       more customers.

In the going concern paragraphs in its financial statements for
the quarter ended Dec. 31, 2006, the company states that its net
losses and negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.

The company says that its ability to continue as a going concern
is dependent upon additional cash infusion.

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?1b32

                          About Warp 9

Based in Santa Barbara, California, Warp 9, Inc. (OTC BB: WNYN) --
http://www.warp9inc.com/-- is a provider of E-commerce software  
platforms and services for the catalog and retail industry.  Its
suite of software platforms is designed to help online retailers
maximize the Internet channel by using advanced technologies for
online catalogs, E-mail marketing campaigns, and interactive
visual merchandising.  Offered on an outsourced and fully managed
Software-as-a-Service model, the company's products allow
customers to focus on their core business, rather than technical
implementations.  The company also offers professional services to
its clients which include online catalog design, merchandizing and
optimization, order management, E-mail marketing campaign
development, integration to third party payment processing and
fulfillment systems, analytics, custom reporting and strategic
consultation.


WCI COMMUNITIES: Carl Icahn Intends to Make $22 per Share Offer
---------------------------------------------------------------  
Carl Icahn has announced that his affiliated entities, High River
Limited Partnership and entities managed by Icahn Management LP,
intend to initiate an "any and all" tender offer, not subject to
any minimum condition, for the common stock of WCI Communities,
Inc. at $22.00 per share.

Closing of the tender offer will be subject to, among other
things, the redemption of the company's recently adopted "poison
pill" by the board.

Mr. Icahn indicated that to the extent the current board prevents
the conditions from being satisfied, he intends to leave the
tender offer open and intends that his proposed nominees, if
elected, would, subject to their fiduciary duties, cause the
conditions to be met so that the $22.00 "any and all" tender offer
can be consummated.  The tender offer will not be subject to due
diligence or financing.

Mr. Icahn stated that, "we believe that the board and CEO of WCI
have not enabled the company to maximize the potential of its
unique set of assets which trade at a discount to their GAAP book
value.  If elected, we expect our slate, in a manner consistent
with their fiduciary duties, to ensure these unique assets are
properly marshaled through the current residential housing
industry downturn."

WCI's board and CEO have stated emphatically and more than once
that now is not the time to sell the company.  Mr. Icahn
commented, "This is one of the very few times that management has
been correct about anything."

Mr. Icahn continued, "While clearly now is not the right time to
sell, in my opinion Mr. Starkey and the current board are not
qualified to navigate WCI through the difficult industry
conditions that lie ahead.

"We question whether Mr. Starkey and the current board have the
ability or the expertise to take advantage of the complex
strategic opportunities that I believe may present themselves.

"Additionally, mergers, including the possible sale of the company
in the future at the right time and price, may be overlooked by
the current board."

Carl Icahn concluded that "this tender offer will be in the best
interests of all shareholders in that it would provide immediate
liquidity at a premium for those shareholders who are concerned
with the current housing industry downturn while also providing
the opportunity for those shareholders who, like us, believe in
the long-term prospects of the company to realize any potential
upside."

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(NYSE:WCI) -- http://www.wcicommunities.com/-- builds traditional   
and tower residences in communities since 1946.  WCI caters to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers traditional and tower home choices.

WCI generates revenues from its Prudential Florida WCI Realty
Division, its mortgage and title businesses, and its recreational
amenities, well as through land sales and joint ventures.  It
currently owns and controls land on which the company plans to
build about 20,000 traditional and tower homes.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities Inc. to 'B+' from 'BB-'.  Concurrently,
the rating on roughly $650 million of subordinated debt was
lowered to 'B-' from 'B'.  The outlook remains negative.


WCI COMMUNITIES: Issues Statement Regarding Carl Icahn's Offer
--------------------------------------------------------------
WCI Communities, Inc., has issued this statement regarding Carl
Icahn's announcement that he intends to commence an unsolicited
tender offer to acquire any and all of WCI's outstanding common
stock for $22.00 per share.

Consistent with its fiduciary duties, the WCI Board of Directors
will review Mr. Icahn's proposal.  In the meantime, the Board
continues moving forward with its comprehensive review process
with its financial advisor, Goldman Sachs, to identify and
evaluate all financial, strategic and operational alternatives
(including a potential sale of the company) to maximize value for
all shareholders.

WCI notes that there are no actions for shareholders to take at
this time with respect to Mr. Icahn's intent to make an
unsolicited offer.

If Mr. Icahn makes a formal tender offer, the Board will,
consistent with its fiduciary duties, review and consider the
unsolicited tender offer with WCI's management and its legal and
financial advisors in the context of its ongoing strategic review
process, and will make a formal recommendation to WCI's
shareholders as to how they should respond to an unsolicited
tender offer.

If Mr. Icahn's unsolicited tender offer is formally commenced,
WCI's shareholders are urged to take no action until they have
been advised of the WCI Board's recommendation.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(NYSE:WCI) -- http://www.wcicommunities.com/-- builds traditional   
and tower residences in communities since 1946.  WCI caters to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers traditional and tower home choices.

WCI generates revenues from its Prudential Florida WCI Realty
Division, its mortgage and title businesses, and its recreational
amenities, well as through land sales and joint ventures.  It
currently owns and controls land on which the company plans to
build about 20,000 traditional and tower homes.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities Inc. to 'B+' from 'BB-'.  Concurrently,
the rating on roughly $650 million of subordinated debt was
lowered to 'B-' from 'B'.  The outlook remains negative.


WHERIFY WIRELESS: Dec. 31 Balance Sheet Upside-Down by $20.7 Mil.
-----------------------------------------------------------------
Wherify Wireless, Inc. reported results for the three and six
months ended Dec. 31, 2006.  Net income attributable to common
shareholders was $1.73 million on sales revenues of $324,459 for
the three months ended Dec. 31, 2006, as compared with net loss
attributable to common shareholders of $3.3 million on sales
revenues of $64,364 for the same period in 2005.

For the quarter ended Dec. 31, 2006, the company incurred an
expense in change in fair value of derivatives totaling
$7.09 million.  The company's operating expenses in the quarter
ended Dec. 31, 2006, increased to $5.17 million from $3.34 million
in the same quarter a year ago.

The company's balance sheet showed total assets of $4.15 million,
total liabilities of $24.88 million, resulting to total
stockholders' deficit of $20.73 million as of Dec. 31, 2006.

The company's December 31 balance sheet also showed strained
liquidity with $3.51 million in total current assets available to
pay $24.88 million in total current liabilities.  The company did
not record any long-term debt.  Its accumulated deficit stood at
$150.49 million as of Dec. 31, 2006, up from an accumulated
deficit of $136.53 million a year ago.  

For the six months ended Dec. 31, 2006, the company had a net loss
attributable to common shareholders of $13.95 million on sales
revenues of $508,780, as compared with a net loss attributable to
common shareholders of $70.46 million on sales revenues of
$100,000 for the six months ended Dec. 31, 2005.

Full-text copies of the company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1b4e

                   About Wherify Wireless, Inc.

Based in Redwood Shores, California, Wherify Wireless, Inc. --
http://www.wherifywireless.com/-- develops patented wireless  
location products and services for family safety, communications,
and law enforcement.  The company's portfolio of intellectual
property includes its proprietary integration of the U.S.
Government's Global Positioning System and wireless communication
technologies; its patented back-end location service; the
Wherifone(TM) GPS locator phone which provides real-time location
information and lets families with pre-teens, seniors, or those
with special needs, stay connected and in contact with each other;
and its FACES(R) industry-leading facial composite technology,
which is currently being used by thousands of public safety
agencies worldwide.


WISE METALS: Weak Earnings Prompt S&P's Developing Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Linthicum, Maryland-based Wise Metals Group LLC to developing from
positive and affirmed all its other ratings, including its 'CCC'
corporate credit rating.  The developing outlook means ratings can
be either raised, lowered, or affirmed.

"The outlook revision reflects the unexpected decline in the
company's liquidity levels owing to the rise in aluminum prices,
weaker-than-expected earnings for the first quarter of 2007, and
lower capacity utilization levels as a result of inventory
buildups by the company's customers in anticipation
of new contracts," said Standard & Poor's credit analyst Thomas
Watters.

"In our opinion, the low level of liquidity leaves little cushion
for unanticipated events that could quickly evaporate remaining
availability.  We expect the company to act to address its
liquidity position."

Wise participates in the mature and consolidated aluminum
beverage-can industry through the manufacture of aluminum sheet
from a single facility.

"We could raise the ratings if Wise succeeds in addressing
its thin liquidity and replaces much of the volume from the loss
of its Crown, Cork & Seal Inc. business with new contracts that
alleviate margin pressures," Mr. Watters said.

"Should Wise's liquidity decline further or it is unsuccessful
in attaining sufficient business that meaningfully increases
volume and margins that benefit financial performance, we could
lower the ratings."


YUKOS OIL: More Asset Auctions to Be Announced This Week
--------------------------------------------------------
The office of OAO Yukos Oil Co.'s receivers may announce more
auctions to sell the bankrupt company's assets, in addition to the
previously disclosed March 27 and April 4 schedules, a report
carried by Reuters states.

"Yukos's creditors' committee discussed the composition of lots
for other auctions at a meeting [Mon]day.  The results will be
published in the official media shortly," Nikolai Lashkevich,
spokesman for YUKOS receiver Eduard Rebgun, told Reuters.

The announcement, which could come as early as this week, would
seal the fate of nearly 200 Yukos assets, which include five oil
refineries and two production units set to be liquidated this
year.

Yukos is scheduled to sell its 9.44% stake in state-owned
Rosneft Oil, which includes promissory notes issued by
Yuganskneftegaz, Yukos' former main production unit, for
RUR195.5 billion ($7.47 billion) on March 27, 2007.

Meanwhile, its 20% stake in Gazprom Neft, along with Yukos'
ArcticGaz unit and 20 other assets in one lot, will carry a
RUR145-billion starting price during the April 4, 2007, auction.

Yukos' stake in Gazprom Neft was earlier assessed at
RUR105.5 billion ($4 billion), and Rosneft at RUR182.3 billion
($7 billion), media reports suggested.

Mr. Rebgun has estimated Yukos' assets between $25.6 billion and
$26.8 billion, minus a possible liquidation discount of not more
than 30%.  The latest estimate exceeds the earlier figure of
$22 billion disclosed by the company's initial appraisers in
January.  As of Jan. 31, 2007, claims against Yukos filed by
68 creditors reached RUR709 billion ($26.8 billion).

According to RosBusinessConsulting, interested bidders are
required to submit an advance payment equal to 20% of the
cost of the lot to participate in the auction.

Rosneft Oil and Gazprom are seen as the most likely bidders for
the bulk of the assets, which Mr. Rebgun aims to sell by August
2007.

Aside from being a potential buyer, Rosneft also holds a
RUR264.6 billion ($10 billion) claim against Yukos, which entitled
Rosneft a seat in the firm's creditors' committee.

                        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.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for US$27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

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 $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.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Upcoming Meetings, Conferences and Seminars

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Event - "Judges Panel"
         Athletic Club
            Seattle, WA
               Contact: http://www.turnaround.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Management Event
         Long Island, NY
            Contact: http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 20, 2007
   THOMSON WEST LEGALWORKS
      Insurance and Reinsurance Allocation Superbowl
         New York, NY
            Contact: http://www.westlegalworks.com/

March 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Cost of Government with Kevin P. Gaughan
         Buffalo Club, Buffalo, NY
            Contact: http://www.turnaround.org/

March 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Happy Hour
         TBD, St. Louis, MO
            Contact: 314-333-3815 or http://www.turnaround.org/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Automotive Conference
         Atheneum Hotel, Detroit, MI
            Contact: http://www.turnaround.org/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Event with Institute of Management Accountants -
         Role of Consultants in the Turnaround Industry
            Cherry Creek Holiday Inn, Denver, CO

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Next Wave of Distressed Businesses: A Panel Discussion
         South Florida
            Contact: http://www.turnaround.org/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Toot Your Own Horn - This event is for members only.
         Pronto Cena, Newark, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Reception Co-Sponsored with IWIRC
         Hartford Club, Hartford, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA AZ Chapter Meeting
         TBA
            Contact: http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia Launch
         Melbourne Hotel, Perth, WA, Australia
            Contact: http://www.turnaround.org/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lunch Seminar
         Kansas City, MO
            Contact: http://www.turnaround.org/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
         Rodney Page, Senior Partner of Blue Springs Partners
            Citrus Club, Orlando, FL
               Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons
            Las Colinas, Dallas, TX
               Contact: http://www.turnaround.org/

March 28-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Four Seasons Las Colinas, Dallas, TX
            Contact: http://www.turnaround.org/

March 29-31, 2007
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Chapter 11 Business Reorganizations
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

March 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      10th Annual April Fools' Networking Cocktail Reception
         University Club, New York, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

March 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Zinifex/Pasminco - What a ride?
         Ferriers, Melbourne, Australia
            Contact: http://www.turnaround.org/

April 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Case Study "When Everything Goes Wrong"
         University of Florida, Gainesville, FL
            Contact: http://www.turnaround.org/

April 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Pal's Cabin, West Orange, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 4th Spring Luncheon and Founders Awards
         Washington, DC
            Contact: http://www.iwirc.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon University Club
      Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth AZ Chapter Meeting
         Biltmore Hotel, Phoenix, AZ
            Contact: http://www.turnaround.org/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Breakfast with Association for Corporate Growth
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Personnel Issues in Bankruptcy
         University Club, Portland, OR
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast: Program on Fraud and Forensic Investigations
         Athletic Club, Denver, CO
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Tyson's Corner Marriott, Vienna, VA
            Contact: 215-657-5551 or http://www.turnaround.org/

April 19-20, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Eighth Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                  http://renaissanceamerican.com/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting Social
         TBA, Long Island, NY
            Contact: 631-251-6296 or http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
         Mark Fitzgerald, President of Sales Training Institute
            Inc
               Centre Club, Tampa, FL
                  Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, CT
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, CT
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA AZ Chapter Meeting - Working Effectively with
      the Media to Create Publicity for Your Business
         TBA
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Washington University, St. Louis, MO
            Contact: http://www.turnaround.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
         Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 2-4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth AZ Chapter Meeting
         Washington University, AZ
            Contact: http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, NY
               Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
            New York, NY
               Contact: http://www.abiworld.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, CO
            Contact: http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, OH
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Valuation / Sale of the Distressed Business
         Athletic Club, Seattle, WA
            Contact: http://www.turnaround.org/

May 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Kansas City, MO
            Contact: http://www.turnaround.org/

May 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Annual Golf Outing
         TBD, Long Island, NY
            Contact: 631-251-6296 or http://www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel - London, UK
               Contact: 800-726-2524;
               http://renaissanceamerican.com/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA AZ and RMA Joint Meeting
         Hotel Valley Ho, Scottsdale, AZ
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, NY
            Contact: http://www.frallc.com/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting and Casino Night
         Mayfair Farms, West Orange, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 31 - June 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual TMA Southeast Regional Conference
         Marriott Resort at Grande Dunes
            Myrtle Beach, SC
               Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://http://www.airacira.org//

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, NJ
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, IL
            Contact: http://www.airacira.org/

June 7-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mealey's Asbestos Bankruptcy Conference
         Intercontinental Hotel, Chicago, IL
            Contact: http://www.turnaround.org/

June 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth AZ Chapter Meeting
         Biltmore Hotel, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Economic Update at the 1/2 Year Mark
         University Club, Portland, OR
            Contact: http://www.turnaround.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                  http://renaissanceamerican.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, IL
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA AZ Chapter Meeting
         Contact: http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, FL
                  Contact: http://www.turnaround.org/

August 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, IL
            Contact: http://www.turnaround.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, MD
            Contact: http://www.abiworld.org/

August 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, IL
            Contact: http://www.nabt.com/

August 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

August 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs, NY
            Contact: http://www.turnaround.org/

September 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, NV
            Contact: http://www.turnaround.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, NV
               Contact: http://www.abiworld.org/

September 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, IL
            Contact: http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, FL
            Contact: http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

September 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

September 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

September 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA AZ Chapter Meeting
         Contact: http://www.turnaround.org/

September 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

October 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 9-10, 2007
   IWIRC
      Orlando, FL
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

October 10-13, 2007
   NCBJ
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, MA
               Contact: 312-578-6900; http://www.turnaround.org/

October 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

October 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA AZ Chapter Meeting
         Contact: http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

November 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, OR
            Contact: 206-223-5495 or http://www.turnaround.org/

November 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

November 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         TBD, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2007
   TMA AZ Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

December 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, WA
            Contact: 206-223-5495 or http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, CA
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, FL
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, MA
               Contact: http://www.turnaround.org/

July 31 - August 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, MD
               Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, LA
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, AZ
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, MD
               Contact: http://www.abiworld.org/

September 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, NV
            Contact: http://www.abiworld.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, AZ
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, FL
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price    
         Validation and Risk Assessment
            Audio Conference Recording
               Contact: 240-629-3300;   
               http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the
         New Code
            Audio Conference Recording
               Contact: 240-629-3300;   
               http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
         and Records Management for Bankruptcy Practitioners and
            Litigators
               Audio Conference Recording
                  Contact: 240-629-3300;   
                  http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
         Latest Decisions
            Audio Conference Recording
               Contact: 240-629-3300;   
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Diagnosing Problems in Troubled Companies
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Equitable Subordination and Recharacterization
         Audio Conference Recording
            Contact: 240-629-3300;   
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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.

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