TCR_Public/070315.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 15, 2007, Vol. 11, No. 63

                             Headlines

1396 FIFTH: Case Summary & Nine Largest Unsecured Creditors
ADVANCED MEDICAL: IntraLase Purchase Cues S&P to Remove Neg. Watch
AFINSA BIENES: Representatives File Ch. 15 Petition in New York
AFINSA BIENES: Voluntary Chapter 15 Petition Summary
AKS STEEL: Gets $850 Million Asset-Based Loan from Bank of America

ALLEGHENY TECH: Good Performance Cues S&P's Positive CreditWatch
AMERICAN HOME: S&P Affirms B Ratings on 2 Certificate Classes
AMWINS GROUP: Planned IPO Cues S&P to Revise Outlook to Stable
AMY NORRIS: Case Summary & 12 Largest Unsecured Creditors
ANGIOTECH PHARMA: Moody's Cuts Corp. Family Rating to B2 from B1

ASBURY AUTOMOTIVE: S&P Rates Proposed $150 Mil. Sr. Notes at B
AUGUSTA TISSUE: Case Summary & 20 Largest Unsecured Creditors
BANC OF AMERICA: Fitch Holds Low-B Ratings on 32 Cert. Classes
BAUSCH & LOMB: Recalls 12 Lots of ReNu MultiPlus(R) Solution
BERRY PLASTICS: Covalence Merger Cues Moody's to Review Ratings

BERRY PLASTICS: Covalence Merger Cues S&P to Hold B Rating
CALPINE CORP: Judge Lifland Okays Dickstein as Special Counsel
CALPINE CORP: Court Okays $242 Mil. Power Systems Sale to Alstom
CAMBIUM LEARNING: S&P Rates $158 Million Senior Facilities at B
CATHOLIC CHURCH: Court Denies San Diego's Motion to Seal Some Docs

CHIQUITA BRANDS: Inks Plea Agreement with U.S. Attorney and DOJ
CKE RESTAURANTS: S&P Rates $320 Mil. Secured Credit Facility at BB
CLEAR CHANNEL: Resets Special Meeting of Shareholders to April 19
COLLINS & AIKMAN: Files Litigation Trust Allocation
CONTINENTAL AIRLINES: Moody's Lifts Ratings on Good Results

COVALENCE SPECIALTY: Merger Prompts Moody's to Review Ratings
COVALENCE SPECIALTY: Merger Cues S&P to Hold B Corp. Credit Rating
CREDIT SUISSE: Moody's Holds B3 Rating on $2 Mil. Class O Certs.
CREDIT SUISSE: Moody's Cuts Rating on Class E Certificates to Ba1
CVS CORP: Underscores Benefits of Caremark Merger

CVS CORP: Concurs with ISS Recommendation on Caremark Merger
DAIMLERCHRYSLER AG: Chrysler's Feb. Pre-Owned Vehicle Sales Up 9%
DAIMLERCHRYSLER: CEO Meets with Governor on Chrysler Group Status
DAIMLERCHRYSLER AG: UAW President Wants Chrysler Group Retained
DAIMLERCHRYSLER AG: Investors Want "Chrysler" Dropped from Name

DANA CORP: Discloses Non-Union Retirees Pact With Retiree Panel
DANA CORP: Reaches Agreement With IAMAW to Resolve Union's Claims
DELPHI CORP: Plans to Offer Rights to Purchase Up to 56.7MM Shares
DELTA AIR: Amends Code Share Agreements with Mesa Air Group
DELTA AIR: Amends Fixed-Free Agreements with Republic Airways

DILLARDS INC: Earns $155 Million in Period Ended February 3
DLJ COMMERCIAL: Fitch Holds B- Rating on $15.6MM Class B-7 Certs.
DOLLAR GENERAL: Inks $7.3 Billion Agreement with Kohlberg Kravis
DOMINO'S PIZZA: Accepts $30 Per Share Tender Offer
E*TRADE FIN'L: Sells Part of E*Trade Australia Stake

E*TRADE FINANCIAL: 2006 Net Income Increases to $629 Million
EL PASO CORP: Moody's Lifts Corporate Family Rating to Ba3 from B2
ENERGY PARTNERS: S&P Cuts Corporate Credit Rating to B from B+
FORD MOTOR: Mulally Says Company Has Realistic Business Plan
FORD MOTOR: UAW Local 863 Wins New Investment in Sharonville Plant

FORD MOTOR: Investors Speculate on Jaguar & Land Rover Sale
FORD MOTOR: DBRS Says Aston Sale May Not Warrant Rating Actions
GENERAL MOTORS: 2006 Net Loss Decreases to $2 Billion
GLACIER FUNDING II: Fitch Holds BB Rating on $4MM Class D Notes
GLACIER FUNDING III: Fitch Holds Rating BB+ on Class D Notes

GMAC COMMERCIAL: Fitch Holds Low-B Ratings on 2 Cert. Classes
GMAC: Fitch Affirms Long-Term Issuer Default Rating at BB+
GOODYEAR TIRE: Fitch Holds Junk Rating on Senior Unsecured Debt
GRANITE BROADCASTING: Reports 2006 Net Revenues of $128 Million
GREGG KOECHLEIN: Case Summary & 19 Largest Unsecured Creditors

GREY WOLF: Earns $219.9 Million for Fiscal Year 2006
GS MORTGAGE: Fitch Holds Rating on $28.2MM Class G Certs. at B
HEALTHSOUTH CORP: Amends Credit Facilities to Lower Interest Rates
IIS INTELLIGENT: Wants Shareholders to Vote Against Liquidation
INTERACTIVE SYSTEMS: Eisner LLP Raises Going Concern Doubt

INTERACTIVE SYSTEMS: Posts $1MM Net Loss in 1st Qtr. Ended Dec. 31
ISORAY INC: Posts $1.9 Million Net Loss in Quarter Ended Dec. 31
JUNIPER NETWORKS: CFO Robert Dykes and EVP Robert Sturgeon Resigns
JUNIPER NETWORKS: Files Annual Report & Delayed Quarterly Reports
KIRKLAND KNIGHT: Cash Collateral Hearing Scheduled Tomorrow

LAGUARDIA ASSOCIATES: Court Confirms U.S. Bank's Liquidation Plan
LB-UBS: Moody's Holds Rating on $3 Mil. Class S Certificates at B3
LOWTHERBROTHER LLC: Case Summary & 14 Largest Unsecured Creditors
MAGNOLIA VILLAGE: Wants to Sell Nevada Properties for $24 Million
MAGNOLIA VILLAGE: Wants Exclusive Solicitation Period Extended
MALDEN MILLS: Polartec Completes Acquisition of Malden's Assets

MSX INTERNATIONAL: Plans $200 Mil. Senior Secured Notes Offering
MSX INTERNATIONAL: S&P Lifts Corporate Credit Rating to B-
NEENAH PAPER: Completes Fox Valley Purchase for $52 Million
NEENAH PAPER: Enters Fourth Amendment to Credit Pact With JPMorgan
NEW CENTURY: Disclosures Cue NYSE to Suspend Securities Trading

NEW CENTURY: Barclays Demands Payment of $900 Mil. Loan Obligation
NEW CENTURY: Four State Regulators Issue Cease and Desist Orders
NOMURA CRE: S&P Rates $12 Mil. Class O Certificates at B-
ORANGE HOSPITALITY: Case Summary & 3 Largest Unsecured Creditors
PACE UNIVERSITY: Moody's Cuts Rating and Says Outlook is Negative

PACIFIC LUMBER: Scotia Hires Gibson Dunn as Insolvency Counsel
PACIFIC LUMBER: Gets Interim Nod to Hire Blackstone as Advisor
PLATFORM LEARNING: Hires Fred Gunzel as Interim CFO
PLATFORM LEARNING: Hires Gotbaum as Chief Restructuring Officer
PLY GEM: S&P Rates $768 Million Senior Secured Bank Loan at B+

PORTRAIT CORP: Has Until May 28 to Remove Civil Actions
POST PROPERTIES: Good Performance Cues Moody's Positive Outlook
PRIDE INTERNATIONAL: Earns $68.9 Million in Quarter Ended Dec. 31
RADIANT ENERGY: Further Delays Filing of 2006 Report to March 17
REFCO INC: RCM Trustee Objects to 18 Claims Totaling $240 Million

REFCO INC: RCM Trustee Objects to Carlos Sevilleja's $4.2MM Claim
REJ PROPERTIES: Voluntary Chapter 11 Case Summary
SANDRIDGE ENERGY: Moody's Rates $1 Billion Senior Loan at B3
SCOTTISH RE: Ernst & Young Raises Going Concern Doubt
SELECT MEDICAL: Add-on Cues S&P to Affirm B Bank Loan Rating

SIERRA HEALTH: Earns $140.4 Million in Year Ended December 31
SIERRA HEALTH: May Incur Losses in 2007 Due to Product Offering
SIERRA HEALTH: Inks Indemnity Agreements with Directors & Officers
SMURFIT-STONE: Subsidiary Plans to Issue $675 Million Senior Notes
SOLUTIA INC: Reports Status of Litigations as of Dec. 31, 2006

SPECTRUM BRANDS: Poor Performance Cues S&P's Negative Outlook
SPORTSMAN'S LINK: Case Summary & 20 Largest Unsecured Creditors
STANDARD MOTOR: Reports Net Sales of $169 Million in 2006 4th Qtr.
STATION CASINOS: Earns $110.2 Million in Year Ended December 31
SUN HEALTHCARE: Plans $200 Million Senior Sub. Notes Offering

TECHNICAL OLYMPIC: Moody's Cuts Corp. Family Rating to B2 from B1
TENET HEALTHCARE: Net Loss Increases to $803 Million in 2006
TOWER AUTOMOTIVE: Posts $65.1 Mil. Net Loss in Qtr. Ended Sept. 30
TOWER AUTOMOTIVE: Sells Greenville Facility for $1.375 Million
TRW AUTO: Wants to Buy Back $1 Bil. and EUR211 Mil. Senior Notes

TRW AUTOMOTIVE: S&P Rates Proposed Senior Unsecured Notes at BB-
TXU ELECTRIC: S&P Rates Proposed $1 Billion Senior Notes at BB
UNITA PACKING: Case Summary & 20 Largest Unsecured Creditors
UNITED RENTALS: Earns $224 Million in Fiscal 2006
US AIRWAYS: Moody's Holds Corporate Family Rating at B3

US ONCOLOGY: Issues $425MM Debt Securities to Pay Existing Notes
USEC INC: Senior VP and General Counsel Tim Hansen to Resign
WINDSTREAM CORP: Earns $545.3 Million in Year Ended December 31
WRIGHT INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
YUKOS OIL: Dutch Laws Ban Sale of 49% Transpetrol Stake

* Karen Gottwald Joins Hilco Financial as Senior Vice President
* Patrick Baskette Joins Troutman Sanders' Public Affairs Group
* Thomas Dupuis Joins Chadbourne & Parke's Los Angeles Office
* Cadwalader Wickersham Adds Four Partners from Weil Gotshal
* Bracewell & Giuliani Adds 2 New Partners from Bingham McCutchen

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

1396 FIFTH: Case Summary & Nine Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 1396 Fifth Street, LLC
        1396 5th Street
        Oakland, CA 94607

Bankruptcy Case No.: 07-40744

Chapter 11 Petition Date: March 13, 2007

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Stephen D. Finestone, Esq.
                  456 Montgomery Street, 20th Floor
                  San Francisco, CA 94104
                  Tel: (415) 421-2624

Total Assets: $4,790,100

Total Debts:  $2,960,187

Debtor's Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Beta, Inc.                       Trade Debt            $234,052
dba Banta Architects
c/o Peter Molgard
One Embarcadero Center
Suite 2600
San Francisco, CA 94111

Treadwell & Rollo                Trade Debt             $43,324
555 Montgomery Street
13th Floor
San Francisco, CA 94111

Utility Consulting & Design                             $38,000
190 Hubbel Street, Suite 101
San Francisco, CA 94107

Murphy, Burr & Curry             Trade Debt             $20,000

TEC dba Accutite                 Trade Debt             $17,318

Telemon Engineers                Trade Debt             $17,000

ACIES                            Trade Debt             $15,000

Capital Stone Group                                     $12,000

SGH                              Trade Debt             $10,000


ADVANCED MEDICAL: IntraLase Purchase Cues S&P to Remove Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Advanced
Medical Optics Inc. from CreditWatch with negative implications,
where they were placed on Jan. 8, 2007, reflecting the company's
intention to acquire IntraLase Corp. for $808 million.  The 'BB-'
ratings are affirmed, and the outlook is stable.

The rating on Santa Ana, California-based AMO reflects technology
risk, competitive risks, and the ophthalmic company's aggressive
efforts to build upon its well-established position as a midsize
player in the industry.  These efforts, however, have broadened
its product and geographic diversity and provided a leadership
position in its markets.  Although AMO generates solid
cash flow, its debt leverage is high.  

"AMO's diversified product base should mitigate downside potential
in the event that laser vision correction sales are less robust
than anticipated," said Standard & Poor's credit analyst Cheryl E.
Richer, "but the company's propensity for acquisitions and share
repurchases preclude a higher rating for the foreseeable future."


AFINSA BIENES: Representatives File Ch. 15 Petition in New York
---------------------------------------------------------------
Madrid-based Stamp dealer Afinsa Bienes Tangibles SA's duly
authorized foreign representatives, Javier Diaz Galvez, Benito
Aguera Marin, and Ana Fernandez Daza, filed a chapter 15 petition
with the U.S. Bankruptcy Court for the Southern District of New
York in Manhattan on March 13, 2007.

On May 9, 2006, Spanish authorities under the supervision of the
Spanish High Court closed Afinsa Bienes' offices, suspended its
operations, and began invetigation into potentially illegal
activities allegedly committed by Afinsa Bienes and certain of its
officers and directors.

Those alleged activities include money laundering, fraud, tax
evasion, and criminal insolvency.  It has been alleged that Afinsa
Bienes had been engaged in a massive Ponzi scheme built on
worthless stamps, with Afinsa Bienes' assets siphoned off in bogus
transactions.

It has been estimated that there may be in excess of 143,000
contracts on which some EUR4.2 billion may be owing by Afinsa
Bienes, the overwhelming amount of which is likely owing to
creditors in Spain, Thomas L. Kent, Esq., at Paul, Hastings,
Janofsky & Walker LLP in New York, said.

On May 11, 2006, a claim for the declaration Afinsa Bienes'
bankruptcy was presented to Mercantile Court No. 6 in Madrid,
Spain.  Subsequently, on July 14, 2006, the Spanish Court declared
Afinsa Bienes insolvent and appointed the Foreign Representatives
to oversee the Debtor.

Afinsa Bienes owns a 67% equity iterest in Escala Group Inc. that
is headquartered in New York.  The equity interest is directly
owned by its 100%-owned subsidiary, Auctentia S.L.

Afinsa Bienes allegedly entered into certain exclusive supply
agreements with Escala.  Escala became Afinsa Bienes's exclusive
supplier of certain collectivle materials, mainly stamps.

In exchange for those services, Afinsa Bienes was allegedly
obliged to pay Escala a processing fee.  It is believed that those
transactions represent a significant portion of Escala's sales,
revenues and gross profits for the fiscal years ended June 30,
2006, 2005, and 2004, Mr. Kent further said.

Commencing in May 2006, a number of purported class action
lawsuits were filed against Escala, Afinsa Bienes, and Auctentia
and their respective officers and directors.

The lawsuits allege that certain filings made to the U.S.
Securities and Exchange Commission and other public statements
contained false and misleading information, which resulted in
damages when the plaintiffs purchased Escala's securites from
Sept. 5, 2003, through May 8-10, 2006.

The various class actions were consolidated at In re Escala Group
Inc. Securities Litigation, Master File O6-cv-3518 (U.S. District
Court, S.D.N.Y.).  Virginia Retirement System was appointed lead
plaintiff for the purported class action.

Afinsa Bienes Tangibles SA -- http://www.afinsa.es/eng/-- is a  
private company organized under the laws of Spain.  The company is
a wholesaler and retailer of stamps, coins, art works and other
collectables.  Thomas L. Kent, Esq., Anthony Princi, Esq., and
Jennifer A. Mo, Esq., at Paul, Hastings, Janofsky & Walker LLP
represent the Debtor.  When the petitioners filed a chapter 15
petition, they estimated more than $100 million in assets and
debts.


AFINSA BIENES: Voluntary Chapter 15 Petition Summary
----------------------------------------------------
Petitioners: Javier Diaz Galvez
             Benito Aguera Marin
             Ana Fernandez Daza
             Foreign Representatives

Debtor: Afinsa Bienes Tangibles SA
        Genova, 26
        Madrid 28004
        Spain

Case No.: 07-10675

Type of Business: Afinsa Bienes Tangibles SA is a private company
                  organized under the laws of Spain.  The company
                  is a wholesaler and retailer of stamps, coins,
                  art works and other collectables.
                  See http://www.afinsa.es/eng/

Chapter 15 Petition Date: March 13, 2007

Foreign Court: Mercantile Court No. 6 in Madrid, Spain

U.S. Court: Southern District of New York (Manhattan)

U.S. Judge: James M. Peck

Petitioners' Counsel: Thomas L. Kent, Esq.
                      Anthony Princi, Esq.
                      Jennifer A. Mo, Esq.
                      Paul, Hastings, Janofsky & Walker
                      75 East 55th Street
                      New York, NY 10022
                      Tel: (212) 318-6060
                      Fax: (212) 230-7899

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


AKS STEEL: Gets $850 Million Asset-Based Loan from Bank of America
------------------------------------------------------------------
Bank of America Business Capital provided an $850 million
revolving credit facility to AK Steel Corporation.  The asset-
based loan will be used to refinance existing debt and to provide
for the company's growing working capital needs.  Bank of America
also will provide letters of credit as well as cash management and
foreign exchange products and services.  The credit facility was
fully underwritten by Banc of America Securities.

"Having been a participant in the client's previous credit
facility, we were able to tailor a financial solution to meet
their unique borrowing needs," Bank of America Business Capital
President Joyce White said.  "The new credit facility should
provide the financial flexibility for management to focus on its
growth strategy."

Bank of America Business Capital is an asset-based lender, with
nearly 20 offices serving the United States, Canada and Europe.  
It provides companies with senior secured loans, cash management,
interest rate and foreign exchange risk management, and a broad
array of capital markets products.

                         About AKS Steel

Headquartered in Middletown, Ohio, AK Steel Corporation (NYSE:AKS)
-- http://www.aksteel.com/-- produces flat-rolled carbon,  
stainless and electrical steel products, as well as carbon and
stainless tubular steel products, for the automotive, appliance,
construction and manufacturing markets.  The company operates
seven steelmaking and finishing plants located in Indiana,
Kentucky, Ohio and Pennsylvania.

                            *     *     *

The company's 7-3/4% Senior Notes due 2012 carry Moody's Investors
Service's B2 rating and Standard & Poor's B+ rating.


ALLEGHENY TECH: Good Performance Cues S&P's Positive CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Pittsburgh, Pennsylvania-
based Allegheny Technologies Inc. on CreditWatch with positive
implications.

"The action reflects the company's improved business and financial
profile, currently robust industry conditions, particularly strong
end-user demand from the company's aerospace customers, and debt
reduction," said Standard & Poor's credit analyst Marie Shmaruk.

"Through healthy product pricing coupled with the ability to pass
through spiking raw material prices, Allegheny has been able to
internally fund its capital expenditures, generate significant
cash balances, improve its credit metrics, and somewhat shift its
product mix away from commodity sheet products."

Allegheny is one of the largest specialty steel and alloy
manufacturers in North America.

"In resolving the CreditWatch, we will review the company's
operating plans and its significant capital program and evaluate
the sustainability of its strong financial performance over a
range of business conditions," Ms. Shmaruk said.


AMERICAN HOME: S&P Affirms B Ratings on 2 Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 31
classes of certificates issued by American Home Mortgage Assets
Trust's series 2005-1 and 2005-2.

The affirmations reflect sufficient current and projected credit
support percentages at the respective rating categories as of the
February 2007 reporting period.  Loss protection for structure
group three of series 2005-1 is provided by overcollateralization
(O/C), subordination, and limited amounts of excess interest.  

O/C declined slightly below its target of $2.31 million by
$130,323 during the February 2007 reporting period.  Credit
enhancement is provided by subordination for structure group six
of series 2005-1 and for both structure groups in series 2005-2.

Losses have been minimal for both transactions and it does not
appear that delinquencies will cause adversity to the pools in the
future.  As of the February 2007 remittance period, structure
group three from series 2005-1 and structure group one from series
2005-2 have realized $370,816 and $65,233 in cumulative losses,
respectively, while the other pools remain free of any losses.
Serious delinquencies for both structure groups in series 2005-1
are 8.06% and 0.92%, respectively.  

Serious delinquencies (90-plus days, foreclosure, REO) for both
structure groups in series 2005-2 are 7.04% and 9.56%,
respectively.  Series 2005-1 and series 2005-2 are 15 and 13
months seasoned, respectively.  The ratings remain stable and the
performance of these transactions remains consistent with original
expectations.

The underlying collateral consists of Alt-A, fixed-, adjustable-
rate, and hybrid ARM first-lien mortgage loans.

                         Ratings Affirmed
    
                 American Home Mortgage Assets Trust

        Series      Class                             Rating
        ------      -----                             ------
        2005-1      1-A-1, 2-A-1, 2-A-2-1             AAA
        2005-1      2-A-2-2, R-I, R-II, 3-A-2-1       AAA
        2005-1      3-A-1-1, 3-A-1-2, 3-A-2-2         AAA
        2005-1      3-M-1                             AA
        2005-1      3-M-2                             A
        2005-1      3-M-3                             BBB
        2005-1      3-M-4                             BBB-
        2005-1      C-B-5                             B
        2005-2      1-A-1, 1-X, R-I, 2-A-1-A          AAA
        2005-2      2-A-1B, R-II                      AAA
        2005-2      1-B-1, 2-B-1                      AA
        2005-2      1-B-2, 2-B-2                      A   
        2005-2      1-B-3, 2-B-3                      BBB
        2005-2      1-B-4, 2-B-4                      BB
        2005-2      1-B-5, 2-B-5                      B


AMWINS GROUP: Planned IPO Cues S&P to Revise Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' counterparty
credit and senior debt ratings on AmWINS Group Inc. and revised
its outlook on the company to stable from negative.  The rating
actions follow AmWINS's recently reported IPO plans.

"The outlook was revised to stable due to the company's
demonstrated ability to maintain margins in the last few
quarters," explained Standard & Poor's credit analyst Tracy Dolin.

"In addition, AmWINS is committed to redeeming a proportional
amount of debt from the proceeds of its planned IPO."

The counterparty credit rating on AmWINS reflects its enhanced
competitive position following the acquisition of Stewart Smith
Group in April 2005.  The company's EBITDA margins improved to
24.4% in 2006 compared with 17% in 2004.  AmWINS's diversified
revenue base--consisting of property/casualty brokerage, specialty
underwriting, and group benefits segments--helps manage earnings
through market cycles. Offsetting these strengths is its limited
track record since beginning operations in 2002 as a single,
independent entity.  In addition, there are inherent integration
and execution risks imbedded in AmWINS's growth by acquisition
strategy and in its roll-up infrastructure.

As of year-end 2006, the ratio of adjusted intangible assets to
total capital was 87%, consistent with Standard & Poor's
interactively rated group of insurance brokers that also have high
ratios of intangible assets to total capital.  The large amount of
goodwill is attributable to the company's rapid growth through
acquisitions, including the Stewart Smith acquisition.

Good earnings in 2006 contributed to an improved adjusted debt-to
capital ratio of 66% compared with 72% in the prior year.
Offsetting Standard & Poor's concerns are the company's history of
generating positive cash flow, prospective lower interest
expenses, and the expectation that IPO generated cash flow might
be utilized to pay down debt ahead of scheduled amortization.
   
Standard & Poor's believes that the company will continue to
remain cash-flow positive and meet its restrictive covenants in
the near-to-intermediate term.  GAAP pretax interest coverage of
more than 2.5x is expected for year-end 2006, with total debt-to-
capital of less than 40%.

Standard & Poor's expects that the company will achieve EBITDA
margins in excess of its three-year average of 21.7%.  As of
Dec. 31, 2006, the company's EBITDA margin measured about 24.4%.

Standard & Poor's would consider revising the outlook to positive
once the company has established a track record of increased
margins and lower debt levels.  In the near term, management might
be distracted from its operating goals as it dedicates significant
time and resources to operate as a public company for the first
time.  AmWINS faces the formidable task of maintaining capital
management conservatism while it increases its strategic
acquisition appetite.  Simultaneously, AmWINS will be challenged
to grow organically in a softening excess and surplus rate
environment compared with prior favorable years.

Standard & Poor's would consider a negative outlook should the
company's margins compress, precipitating it to operate at the
boundaries of its restrictive debt covenants.


AMY NORRIS: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Amy Felker Norris
        aka Amy F. Cooper
        dba Kids R Kids
        433 Albermarle Drive
        Tullahoma, TN 37388

Bankruptcy Case No.: 07-10864

Type of Business: Kids R Kids provides established
                  educational programs in which children
                  can grow from infancy through
                  their elementary school years.
                  http://www.kidsrkids.com

Chapter 11 Petition Date: March 5, 2007

Court: Eastern District of Tennessee (Chattanooga)

Debtor's Counsel: Thomas E. Ray, Esq.
                  Samples, Jennings, Ray & Clem PLLC
                  130 Jordan Drive
                  Chattanooga, TN 37421
                  Tel: (423) 892-2006
                  Fax: (423) 892-1919

Estimated Assets: $1 Million to $100 Million

Estimated Debts : $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

  Entity                   Nature of Claim         Claim Amount
  ------                   ---------------         ------------
  Neal Cooper                                      $250,000.00
  9607 Way Cross Circle
  Ooltewah, TN 37363
  
  Kids R Kids International                        $140,000.00
  LLC
  1625 Executive Drive
  Duluth, GA 30096

  Internal Revenue Service                         $90,000.00
  PO Box 21126
  Philadelphia, PA
  
  Hunter Norris                                    $35,000.00
  
  Billy Felker                                     $30,000.00

  GMAC                     2004 Chevy              $23,798.12
                           Suburban

  Carl E. Levi             2005 Property           $20,000.00
                           tax                     (secured)  

  Chattanooga City                                 $20,000.00
  
  American Express                                 $7,495.86
  
  Target Visa                                      $6,592.88

  Bellsouth                                        $3,523.75
  Adorno & Yoss

  GM Master Card                                   $3,144.40


ANGIOTECH PHARMA: Moody's Cuts Corp. Family Rating to B2 from B1
----------------------------------------------------------------
Moody's Investors Service downgraded Angiotech Pharmaceuticals,
Inc.'s Corporate Family Rating to B2 from B1 with a stable ratings
outlook.  The SGL-3 rating is affirmed.

The B2 Corporate Family Rating reflects lower revenue and EBITDA
guidance for 2007 related to a drop in royalty revenue from Boston
Scientific's Taxus drug-eluting stent.  In 2006, royalties from
the sale of Taxus accounted for almost 50% of the company's annual
revenues.  Based on updated cash flow projections, Moody's
believes that the company's cash flow coverage of debt and other
financial metrics are more reflective of a B2-rated company.

Currently, Angiotech's implied rating under Moody's Global Medical
Products and Device Methodology is a "B2" based on its December
2006 financial statements.

Angiotech's speculative grade liquidity assessment of SGL-3
reflects the absence of access to external liquidity, lower
revenue and cash flow guidance and deteriorating operating trends.
While Moody's expects that Angiotech still has sufficient coverage
of working capital, capital expenditures and other expenses over
the next twelve months, given its current cash position and free
cash flow; however, the company's financial flexibility remains
limited.

Downgraded:

   * Corporate Family Rating, B2 from B1
   * Probability of Default Rating, B1 from Ba3
   * $325 Senior Unsecured Notes, B1, LGD3, 46% from Ba3
   * $250 Senior Subordinated Notes, B3, LGD6, 91% from B2

Affirmed:

   * Speculative Grade Liquidity assessment, SGL-3
   * Family LGD assessment LGD4, 65%

The ratings outlook is stable.

Angiotech Pharmaceuticals, Inc., founded in 1992, based in
Vancouver, Canada, is a specialty pharmaceutical company that
focuses on drug-device combinations and drug-loaded surgical
biomaterial implants.  The company reported over $315 million in
total revenue for the twelve months ended Dec. 31, 2006.


ASBURY AUTOMOTIVE: S&P Rates Proposed $150 Mil. Sr. Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' ratings to
Asbury Automotive Group Inc.'s proposed $150 million senior
subordinated notes due 2017 and $100 million subordinated
convertible notes due 2012.  The notes rank equally with all of
Asbury's existing and future senior subordinated indebtedness. Net
proceeds from the debt issue are expected to be used to repay
Asbury's $250 million 9% senior subordinated notes due 2012.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on the company.  The New York-based publicly held
automotive dealership group had total balance sheet debt of
$477 million at Dec. 31, 2006. The rating outlook is stable.

Asbury's good brand mix and revenue diversity, as well as its
stable revenue sources, should result in sustained credit quality
appropriate for the rating.  The outlook could be revised to
negative if demand in the highly competitive automotive sector
substantially deteriorates, pressuring earnings and cash flow, or
if acquisitions and initiatives to enhance shareholder value
lead to increased debt leverage.

On the other hand, the outlook could be revised to positive if
Asbury improves its profit margins by realizing operating
efficiencies, if it adopts a more conservative financial policy,
and if it slows its pace of acquisitions, at the same time
strengthening the balance sheet.


AUGUSTA TISSUE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Augusta Tissue Mill, LLC
        3452 Cookie Road
        Augusta, GA 30906

Bankruptcy Case No.: 07-10452

Type of Business: The Debtor manufactures tissue and napkins.
                  See http://www.augustatissue.com/

Chapter 11 Petition Date: March 12, 2007

Court: Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: J. Benjamin Kay, III, Esq.
                  1111 Wachovia Building, 699 Broad
                  St. Augusta, GA 30901
                  Tel: (706) 722-2008
                  Fax: (706) 722-0832

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
KAL Industrial Services, Inc.              $600,556
P.O. Box 211569
Augusta, GA 30917

Carter Electric                            $334,153
3940 Washington Road
Martinez, GA 30907

BKB Construction, Inc.                     $282,299
P.O. Box 132
Oconto Falls, WI 54154

G.E. Supply                                $170,066
P.O. Box 100275
Atlanta, GA 30384

Flow Automation                            $121,833
970 Syscon Road
Burlington, Ontario
Canada L7L 5S2

Georgia Power                               $95,984

North Carolina Motors                       $76,274

Augusta Fire Protection, Inc.               $58,900

SW & B Construction                         $58,554

Hercules Inc.                               $54,819

Stearns Bank N.A.                           $53,286

Frischkorn, Inc.                            $42,504

Aurora Specialty Chemistries                $34,878

APV                                         $31,856

Scale Systems, Inc.                         $27,577

Albany International                        $26,883

SM Services, Inc.                           $24,479

Conn-Weld Industries, Inc.                  $24,280

Infinite Energy, Inc.                       $22,596

Process Technical Sales, Inc.               $15,572


BANC OF AMERICA: Fitch Holds Low-B Ratings on 32 Cert. Classes
--------------------------------------------------------------
Fitch Ratings has affirmed Banc of America Alternative Loan
Trust's mortgage pass-through certificates:

Series ALT 2004-5 Total Pools 1-3:

   -- Classes 1-A-1, 1-PO, 2-A-1, 2-PO, 3-A-1, 3-A-2, 3-A-3, 3-IO,      
      3-PO, 30-B-IO and CB-IO affirmed at 'AAA';

   -- Class 30-B1 affirmed at 'AA';

   -- Class 30-B2 affirmed at 'A';

   -- Class 30-B3 affirmed at 'BBB';

   -- Class 30-B4 affirmed at 'BB'; and

   -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-5 Pool 4:

   -- Classes 4-A-1, 4-A-2, 4-IO and 4-PO affirmed at 'AAA';
   -- Class 4-B1 affirmed at 'AA';
   -- Class 4-B2 affirmed at 'A';
   -- Class 4-B3 affirmed at 'BBB';
   -- Class 4-B4 affirmed at 'BB'; and
   -- Class 4-B5 affirmed at 'B'.

Series ALT 2004-6 Total Pools 1-3:

   -- Classes 1-A-1, 1-IO, 1-X-PO, 2-A-1, 2-IO, 2-X-PO, 3-A-1, 3-
      A-2, 3-A-3, 3-IO and 3-X-PO affirmed at 'AAA';

   -- Class 30-B1 affirmed at 'AA';

   -- Class 30-B2 affirmed at 'A';

   -- Class 30-B3 affirmed at 'BBB';

   -- Class 30-B4 affirmed at 'BB'; and

   -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-6 Pool 4:

   -- Classes 4-A-1, 4-IO, 15-PO and 4-X-PO affirmed at 'AAA';
   -- Class 4-B1 affirmed at 'AA';
   -- Class 4-B2 affirmed at 'A';
   -- Class 4-B3 affirmed at 'BBB';
   -- Class 4-B4 affirmed at 'BB'; and
   -- Class 4-B5 affirmed at 'B'.

Series ALT 2004-7 Total Pools 1-3:

   -- Classes 1-A-1, 1-IO, 1-X-PO, 2-A-1, 2-A-2, 2-IO, 2-X-PO, 3-
      A-1, 3-A-2, 3-A-3, 3-A-4, 3-IO and 3-X-PO affirmed at 'AAA';

Series ALT 2004-7 Total Pools 4 & 5:

   -- Classes 4-A-1, 4-IO, 4-15-PO , 4-X-PO, 5-A-1, 5-15-PO, 5-IO
      and 5-X-PO affirmed at 'AAA';

   -- Class 15-B1 affirmed at 'AA';
   
   -- Class 15-B2 affirmed at 'A';
   
   -- Class 15-B3 affirmed at 'BBB';
   
   -- Class 15-B4 affirmed at 'BB'; and
   
   -- Class 15-B5 affirmed at 'B'.


Series ALT 2004-8 Total Pools 1 & 2:

   -- Classes 1-CB-1, 1-IO, 1-X-PO, 2-CB-1, 2-IO and 2-X-PO
      affirmed at 'AAA';

   -- Class 30-B1 affirmed at 'AA';

   -- Class 30-B2 affirmed at 'A';
   
   -- Class 30-B3 affirmed at 'BBB';
   
   -- Class 30-B4 affirmed at 'BB'; and
   
   -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-8 Pool 3:

   -- Classes 3-A-1, 15-IO, 15-PO and 3-X-PO affirmed at 'AAA';
   -- Class 15-B1 affirmed at 'AA';
   -- Class 15-B2 affirmed at 'A';
   -- Class 15-B3 affirmed at 'BBB';
   -- Class 15-B4 affirmed at 'BB'; and
   -- Class 15-B5 affirmed at 'B'.

Series ALT 2004-12 Total Pools 1 - 4:

   -- Classes 1-CB-1, 15-IO, 15-PO, 2-CB-1, 3-A-1, 3-IO, 30-PO, 4-
      A-1 and CB-IO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB'; and

   -- Class B5 affirmed at 'B'.

Series ALT 2005-1 Total Pools 1 & 2:

   -- Classes 1-CB-1 to 1-CB-5, 15-IO, 15-PO, 2-A-1, 30-PO and CB-
      IO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB'; and

   -- Class B5 affirmed at 'B'.

Series ALT 2005-2 Total Pools 1 - 4:

   -- Classes 1-CB-1 to 1-CB-5, 15-IO, 2-CB-1, 3-A-1, 4-A-1, A-PO
      and CB-IO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB'; and

   -- Class B5 affirmed at 'B'.

Series ALT 2005-3 Total Pools 1 & 2:

   -- Classes 1-CB-1 to 1-CB-4, 2-A-1, A-PO and A-IO affirmed at
      'AAA';

   -- Class B1 affirmed at 'AA';
   
   -- Class B2 affirmed at 'A';
   
   -- Class B3 affirmed at 'BBB';
   
   -- Class B4 affirmed at 'BB'; and

   -- Class B5 affirmed at 'B'.

Series ALT 2005-4 Total Pools 1 - 3:

   -- Classes CB-1 to CB-13, CB-R, 15-IO, 2-A-1, 3-A-1, A-PO and
      CB-IO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB'; and

   -- Class B5 affirmed at 'B'.

Series ALT 2005-5 Total Pools 1 - 5:

   -- Classes 1-CB-1 to 1-CB-7, 1-CB-R, 2-CB-1, 3-CB-1, 4-CB-1, 5-
      CB-1 to 5-CB-3, CB-PO and CB-IO affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB'; and

   -- Class B5 affirmed at 'B'

Series ALT 2005-6 Total Pools 1 - 7:

   -- Classes 1-CB-1 to 1-CB-10, CB-R, CB-IO, 2-CB-1 to 2-CB-3,
      3-CB-1, 4-CB-1, 5-A-1 to 5-A-6, 5-IO, 15-IO, 6-A-1, 7-A-1
      and A-PO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';
   
   -- Class B2 affirmed at 'A';
   
   -- Class B3 affirmed at 'BBB';
   
   -- Class B4 affirmed at 'BB'; and
   
   -- Class B5 affirmed at 'B'.

Series ALT 2005-7 Total Pools 1 - 3:

   -- Classes CB-1 to CB-5, CB-R, CB-PO, 2-CB-1, 3-CB-1 and CB-IO
      affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'A';

   -- Class B3 affirmed at 'BBB';

   -- Class B4 affirmed at 'BB'; and

   -- Class B5 affirmed at 'B'.

Series ALT 2006-1:

   -- Classes 1-CB-1, 1-CB-R, 2-CB-1, 3-CB-1, 4-CB-1, CB-PO and
      CB-IO affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';
   
   -- Class B2 affirmed at 'A';
   
   -- Class B3 affirmed at 'BBB';
   
   -- Class B4 affirmed at 'BB'; and

   -- Class B5 affirmed at 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$3.4 billion in outstanding certificates as of the Feb. 26, 2007
distribution date.

The underlying collateral in these transactions consists of fixed-
rate and adjustable-rate, conventional, fully-amortizing mortgage
loans secured by first liens on one- to four-family residential
properties. Bank of America, N.A., which is rated 'RPS1' by Fitch
for Prime & ALT-A transactions, is the servicer for these loans.

The transactions listed above are seasoned from a range of 13
months to 33 months.  The pool factors range from 58% to 90%.  The
cumulative losses on these transactions range from 0% to 0.04% of
respective original collateral balances.


BAUSCH & LOMB: Recalls 12 Lots of ReNu MultiPlus(R) Solution
------------------------------------------------------------
Bausch & Lomb has initiated a limited voluntary recall from
distribution centers and retail shelves in the United States and
specific other countries of 12 lots of ReNu MultiPlus lens care
solution made at its plant in Greenville, South Carolina because
they contain an elevated level of trace iron.  This may result in
discoloration of the solution in some bottles, and the shelf life
of the product may be shortened to less than its two-year
expiration date, due to a potential loss of effectiveness over
time.  The company has received no reports of serious adverse
events associated with these lots and believes virtually all of
the affected product, manufactured about a year ago, has already
been used by consumers.  Bausch & Lomb has notified the U.S. Food
and Drug Administration of this voluntary action.

About a million bottles of solution from nine of the 12 lots were
originally distributed in the United States.  Product from the 12
affected lots was also distributed in Canada, Latin America, Korea
and Taiwan, where it is also being recalled.

The company initiated an investigation after receiving three
customer reports of discolored solution.  The root cause of the
discoloration was determined to be an elevated level of trace iron
in a single batch of raw material sourced from an outside
supplier.  Iron is an element present at trace levels - measured
in parts per billion - in many compounds used in manufacturing
food, drug, medical device and cosmetic products for human use.
The elevated level of trace iron could combine with other
compounds in the solution to cause discoloration which signals
that the solution may be losing effectiveness over time.

"The health and safety of consumers is our top priority," said
Angela J. Panzarella, vice president and head of Bausch & Lomb's
global vision care business.  "With detailed and specific
information about the distribution of the affected product, and
good information about consumer use patterns, we are highly
confident that virtually all of the affected product was used
before it began to lose effectiveness.  We're now in the process
of confirming with distributors and retailers that there is no
product still available for sale anywhere."

"We are confident we have identified the source of the problem and
we are taking appropriate measures designed to avoid a
recurrence," Panzarella said.

Bausch & Lomb does not expect the costs associated with this
limited recall will have a significant impact on its financial
results.

If consumers notice that their lens care solution appears to be
discolored, they should discard it, as it may be losing
effectiveness.  The recalled lots all carry the expiration date
"2008 - 03 on the bottle.  Consumers who have bottles from the lot
numbers listed below should check the company's web site at
http://www.bausch.com/productrecallor call the consumer affairs  
line (1-866-259-8255) to arrange for a replacement.

lot numbers subject to recall are:

    * GC6030
    * GC6037
    * GC6038
    * GC6045
    * GC6048
    * GC6052
    * GC6061
    * GC6063
    * GC6072
    * GC6073
    * GC6080
    * GC6085

                        About Bausch & Lomb

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

                          *     *     *

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


BERRY PLASTICS: Covalence Merger Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Berry Plastics Holdings Corporation and Covalence Specialty
Materials Corporation on review for possible downgrade.

The review follows the companys' report that they have entered
into a definitive agreement pursuant to which Berry will merge
with CSMC in a stock-for-stock merger.  The merger is expected to
occur in April 2007 and the transaction is subject to the receipt
of required regulatory approvals.  Following the merger, Ira
Boots, Chairman and Chief Executive Officer of Berry Group, and
Brent Beeler, Chief Operating Officer of Berry Group, will remain
in the same roles with the combined company, which will be known
as Berry Plastics Group, Inc.

Immediately following the merger, the two entities will be
combined as a direct subsidiary of New Berry Group.  New Berry
Holding will remain the primary obligor in respect of CSMC's
Senior Subordinated Notes due 2016, Berry's Second Priority Senior
Secured Fixed Rate Notes due 2014 and Second Priority Senior
Secured Floating Rate Notes due 2014.  The outstanding credit
facilities of CSMC and Berry are expected to be refinanced at the
time of the closing with a $400 million asset based revolving
credit facility and a $1.2 billion senior secured term loan
facility.

Moody's expects the combined entity to have adjusted debt to
EBITDA of about 6.9x and adjusted EBIT to interest coverage of
about 1.0x.  To the extent that debt instruments of the two
companies are refinanced as part of the transaction, the ratings
will be withdrawn.

Moody's said that the combined company should benefit from
increased scale and sound liquidity over the near term.  In
addition, Berry is expected to realize significant cost savings
from the consolidation of such activities as manufacturing and
back-office functions.

Moody's review of New Berry Holding's ratings will focus primarily
on the amount and timing of potential cost savings and
management's operational and competitive strategy for the combined
entity.

Currently, Moody's anticipates that the rating downgrade for the
Corporate Family Rating, if any, would be limited to one notch.  
In the event of a Corporate Family Rating downgrade to B2, the
$1.2 billion senior secured term loan will likely be rated two
notches above the Corporate Family Rating at Ba3, while the senior
secured second lien facilities would likely be rated one notch
below at B3 and the subordinated notes two notches below at Caa1.
The notching contemplates that the collateral for the $1.2 billion
senior secured term loan will be encumbered by the priority claim
of the asset based revolver and a resulting deficiency claim.  In
the absence of a downgrade of the Corporate Family Rating, the
$1.2 billion senior secured term loan will likely be rated two
notches above the Corporate Family Rating at Ba2, while the senior
secured second lien facilities would likely be rated one notch
below at B2 and the subordinated notes two notches below at B3.

Under review for possible downgrade:

   * Berry Plastics

      -- The B1 Corporate Family Rating

      -- The B1 Probability of Default Rating

      -- The Ba1, LGD2, 18% rated $200 million senior secured   
         revolver due 2012

      -- The Ba1, LGD2, 18% rated $675 million senior secured
         first lien term loan B due 2013

      -- The B2, LGD4, 62% rated $225 million senior secured
         second lien FRN's due 2014

      -- The B2, LGD4, 62% rated $525 million senior secured
         second lien notes due 2014

      -- The Speculative Grade Liquidity Rating is SGL-2 and it
         will be revisited upon conclusion of the proposed
         transaction.

Under review for possible downgrade:

   * Covalence Specialty

      -- The B1 Corporate Family Rating

      -- The B1 Probability of Default Rating

      -- The Ba3, LGD3, 34% rated $300 million senior secured term
         loan C due 2013.

-- The B2, LGD4, 62% $175 million senior secured second lien
   term loan due 2013.

      -- The B3, LGD5, 86% rated $265 million senior subordinated
         notes due 2016.

The Speculative Grade Liquidity Rating is SGL-2 and it will be
revisited upon conclusion of the proposed transaction.

Based in Evansville, Indiana, Berry Plastics Holdings Corporation
is one of the world's leading suppliers of rigid plastic packaging
products, serving customers in the food and beverage, healthcare,
household chemicals, personal care, home improvement, and other
industries.  Net sales for the twelve months ended Dec. 30, 2006
amounted to approximately $1.4 billion.

Headquartered in Bedminster, New Jersey, Covalence Specialty
Materials Corporation is predominantly a North American
manufacturer of polyethylene-based plastic film, packaging
products, bags, and sheeting in a wide range of sizes, gauges,
strengths, stretch capacities, clarities and colors.  End markets
include Industrial, Building Products, Specialty/Custom,
Institutional, Retail, and Flexible Packaging.  Consolidated net
revenue for the twelve months ended Sept. 30, 2006 is
approximately $1.7 billion.


BERRY PLASTICS: Covalence Merger Cues S&P to Hold B Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on Berry Plastics Holding Corp. and Covalence
Specialty Materials Corp. following the report that their holding
company parents have entered into a definitive agreement to merge
in a stock-for-stock transaction.

The transaction is expected to close in April 2007, subject to
regulatory approval.  If the transaction is consummated, the
outlook on the combined company will be stable.

"The affirmation of the corporate credit ratings recognizes the
strength of the merged business and the potential that the company
will improve its highly aggressive financial profile to acceptable
levels for the current ratings within the next couple of years,"
said Standard & Poor's credit analyst Liley Mehta.

The outstanding credit facilities of both companies are expected
to be refinanced at closing with a $400 million asset-based
revolving credit facility (unrated) and a $1.2 billion senior
secured term loan facility.

Berry's $750 million of second-priority senior secured notes due
2014 and Covalence's $265 million of subordinated notes due 2016
are expected to remain outstanding.  The rated Berry and Covalence
entities will be combined to form New Berry Holding, which is
expected to be the issuer of all the group's debt.  At closing,
total debt (adjusted to include capitalized operating leases and
unfunded postretirement liabilities) will be about $2.7 billion.

Based on preliminary terms and conditions, Standard & Poor's  
assigned a 'B' corporate credit rating to New Berry Holding.  The
rating agency also assigned a 'B+' senior secured debt rating to
New Berry's proposed eight-year $1.2 billion term loan with a
recovery rating of '1', indicating its expectation that lenders
would fully recover their principal in a payment default scenario.
The ratings on the existing bank credit facilities of both
companies will be withdrawn upon refinancing.  Any increase in the
amount of the proposed term loan would prompt a ratings
reassessment.

At the same time, Standard & Poor's placed the ratings on Berry's
second-priority senior secured notes on CreditWatch with positive
implications.  If there is no change to the proposed transaction
and related refinancing, the rating agency will raise the ratings
on these notes to 'B-' from 'CCC+' and change the related recovery
rating to '3' from '4'.  The new ratings indicate our expectation
that noteholders would experience meaningful (50%-80%) recovery of
principal in a payment default.

Standard & Poor's affirmed its 'CCC+' rating on Covalence's
subordinated notes.

With more than $3.2 billion in annual sales, Berry Plastics will
rank among the largest packaging companies in North America, with
leading positions in both the rigid and flexible plastic packaging
segments.  While primarily domestic in terms of geographic
coverage, the company will boast an impressive operating footprint
with approximately 65 manufacturing facilities throughout the
U.S., serving an array of end markets and customers.  The
concentration of customers will be diminished somewhat through the
merger, and the combined administrative and manufacturing
operations will likely present opportunities to realize
synergies.  However, the large scale of the businesses to be
integrated will represent a meaningful execution risk and
operating uncertainty until tangible progress is achieved.


CALPINE CORP: Judge Lifland Okays Dickstein as Special Counsel
--------------------------------------------------------------
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 permission to employ Dickstein Shapiro,
LLP, as their special counsel, pursuant to Sections 327(e) and 328
of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Feb. 28, 2007,
Since October 2001, Dickstein Shapiro has represented the Debtors
in a variety of matters, principally serving as their counsel with
respect to matters pending before the Federal Energy Regulatory
Commission.  Dickstein has also represented the Debtors in its
bankruptcy cases as an ordinary course professional.

Currently, Dickstein is representing the Debtors in connection
with on-going FERC proceedings relating to the existing
Reliability-Must-Run Agreements between the Debtors and the
California Independent System Operator Corporation.  Dickstein
also is advising the Debtors regarding compensation under the
Federal Power Act and California Public Utilities Commission
orders for newly required Resource Adequacy contracts.

As special counsel, Dickstein will continue to represent the
Debtors with respect to the FERC-related matters; and continue
to assist them in connection with the prosecution, negotiation
and ultimate settlement of pending FERC proceedings and the
negotiation, drafting and implementation of valuable Resource
Adequacy contracts as well as other related regulatory matters
that may arise before the FERC.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in New York,
says Dickstein's representation of the Debtors involves:

   -- negotiations with multiple parties regarding settlement of
      on-going disputes;

   -- preparation and defense of rate filings made at FERC with
      respect to compensation under the RMR Agreements during
      2006 and 2007; and

   -- drafting and implementation of Resource Adequacy contracts
      between Debtors and California utilities.  

   -- advising on federal energy regulatory matters that may
      arise under or be related to the RMR Agreements or Resource
      Adequacy contracts.

As of Feb. 21, 2007, the Debtors have paid $305,570 in
fees to Dickstein.  On Feb. 12, 2007, Dickstein filed a fee
application seeking allowance of $146,493 in fees, in excess of
the compensation limitation of OCP Order.  The Debtors expect that
Dickstein will continue billing approximately $50,000 per month
for its services.  Hence, Mr. Seligman says Dickstein will exceed
the aggregate cap of $500,000 imposed by the OCP Order.

The Debtors will pay Dickstein based on its hourly billing rates:

      Professional                     Hourly Rates
      ------------                     ------------
      Partners                         $425 - $625
      Associates                       $225 - $440
      Paraprofessionals                $150 - $175

The Debtors will also reimbursed Dickstein for any necessary out-
of-pocket expenses.

Mark L. Perlis, Esq., a partner at Dickstein, assured the Court
that his firm does not represent any interest adverse to the
Debtors and their estates, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Perlis discloses that his firm received:

   -- $194,842 from the Debtors during the year immediately
      preceding the Petition Date for fees and expenses; and

   -- $14,319 in the ordinary course of the Debtors' business
      during the 90-day period before the Petition Date for fees
      and expenses.

Mr. Perlis further disclosed that Dickstein has represented or
currently represents, these creditor in matters unrelated to the
Debtors' bankruptcy proceedings:

   * Angelo Gordon & Co., LP;
   * Credit Suisse First Boston;
   * Dow Chemical Co.;
   * Duke Energy Corp.; and
   * HSBC Bank Canada;
   * KeySpan Energy Corp.;
   * Loews Corporation;
   * Merrill Lynch;
   * Pacific Gas and Electric Co. and PG&E Corp.;
   * Portland Natural Gas Transmission System;
   * Sempra Energy;
   * Siemens AG;
   * Tampa Electric Company/TECO Energy Inc.;
   * Tennessee Valley Authority;
   * TransCanada Pipelines;
   * U.S. Bancorp;
   * Wilmington Trust Company/Wilmington Trust Corp.

                      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.


CALPINE CORP: Court Okays $242 Mil. Power Systems Sale to Alstom
----------------------------------------------------------------
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 for the sale of substantially all of
the assets of Power Systems Mfg., LLC, a subsidiary of Calpine, to
Alstom Power, Inc. for a cash purchase price of $242 million.  The
asset sale will advance Calpine's restructuring program to further
focus the Company's resources on those core business activities
involving the production and sale of power in key markets in which
Calpine can best compete.

On Mar. 5, 2007, the Debtors conducted an auction for the sale
of substantially all of Power Systems Mfg.'s assets.  At the
Auction, Alstom Power, Inc., offered to purchase the PSM Assets
for $242,000,000.

Calpine Chief Executive Officer Robert P. May stated, "The
sale of PSM represents another successful step toward emerging
from Chapter 11 as a stronger, more competitive power company.  
We continue to identify and execute on opportunities that
generate near-term results and enhance the long-term value of
Calpine for all of our stakeholders.  The sale of PSM represents
a new beginning for PSM to grow and strengthen its business.  
For Calpine, the sale will eliminate the capital commitment
associated with the research, development and manufacturing of
turbine components, while maintaining our ability to enhance our
operations with the purchase of innovative PSM turbine products
and services."

The Debtors determined that Alstom Power submitted the best and
highest bid for the PSM Assets.

Patrick Kron, Chairman and CEO of Alstom, declared: "This
deal will strengthen Alstom's position in the US market, where
gas turbine service shows strong growth driven by increasing
plant utilization and more stringent emission limits.  PSM is
ideally positioned to benefit from the high growth of sales and
profit in this favourable market Alstom will give PSM the
financial stability, technological backing and access to a
larger customer base to market its products."

Alstom Power will assume all of PSM's liabilities, including the
liabilities with respect to the Unmatured Employment Claims and
the interest accrued on the $6,000,000 in Unmatured Employment
Claims for the period from Jan. 17, 2007, to the Closing Date.

All persons and entities holding liens or interests in the
Acquired Assets in any way relating to PSM, the Acquired Assets,
the operation of PSM's business before the Closing Date or the
transfer of the Acquired Assets to Alstom Power are forever
barred, estopped and permanently enjoined from asserting them
against Alstom Power and its successors.

All entities that are in possession of some or all of the
Acquired Assets on the Closing Date are directed to surrender
those Assets to Alstom Power.

Holders of liens against PSM, its estate, or any of the Acquired
Assets who did not object or who withdrew their objections to the
Sale Motion are deemed to have consented to the Sale.

PSM will assume and assign each of the Assigned Contracts to
Alstom Power, free and clear of all Liens other than the
Permitted Liens and Assumed Liabilities.

United Technologies is deemed as the Back-Up Bidder, the Court
rules.  The Back-Up Bidder is directed to deposit with the Escrow
Agent an additional $10,000,000.

A full-text copy of the 56-page Alstom Power APA is available for
free at http://ResearchArchives.com/t/s?1b52

                     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.


CAMBIUM LEARNING: S&P Rates $158 Million Senior Facilities at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and negative outlook to Cambium Learning Inc.  
Standard & Poor's also assigned a 'B' bank loan rating, with a
recovery rating of '2', to the company's $158 million senior
secured credit facilities.

The recovery rating indicates expectation of substantial recovery
of principal in the event of a payment default.  The facilities
consist of a $30 million revolving credit facility due 2013 and a
$128 million term loan B due 2013.

Natick, Massachusetts-based Cambium Learning had pro forma total
debt of $185 million at Dec. 31, 2006.

"The ratings reflect the company's short operating history as a
consolidated entity, challenges inherent in managing its fast
growth, and high debt leverage," said Standard & Poor's credit
analyst Hal F. Diamond.

These factors somewhat offset the company's position as a provider
of supplemental educational products for the growing market niches
serving underperforming and special education students.  These
niches should continue to grow as school-level accountability for
student performance increases.  The company is also highly
dependent on the continued availability of federal funding
programs.


CATHOLIC CHURCH: Court Denies San Diego's Motion to Seal Some Docs
------------------------------------------------------------------
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California in San Diego denied the
request of The Roman Catholic Bishop of San Diego to seal portions
of documents disclosing names of victims of sexual abuse but said
accusers' names can be kept secret, The Associated Press reports.

Any documents listing names or addresses of accusers can be kept
under seal until April 11, 2007, to give plaintiffs time to
respond, Judge Adler added.

According to the report, Judge Adler ordered San Diego and
attorneys representing more than 140 plaintiffs who filed abuse
claims to agree on a method to redact names of alleged victims
who wish to be anonymous.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, proposed counsel for San Diego, told the Court she's
willing to negotiate a mechanism to seal the confidential names,
as long as it didn't slow the bankruptcy proceedings, the AP
reports.

                      Union-Tribune's Objection

In a letter addressed to Judge Adler of the U.S. Bankruptcy Court
for the Southern District of California, the San Diego Union-
Tribune notified the Court that they intend to file an objection
to the request filed by The Roman Catholic Bishop of San Diego to
seal the names of the Sexual Abuse Claimants.

The Union-Tribune asked Judge Adler not to rule on the request yet
and to provide them reasonable time to retain counsel and to file
their objection.  The Union-Tribune further requested that it be
served with all future motions to seal documents, or other
pleadings filed by San Diego.

The Court granted the Union-Tribune's request.

                      About San Diego Diocese

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

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


CHIQUITA BRANDS: Inks Plea Agreement with U.S. Attorney and DOJ
---------------------------------------------------------------  
Chiquita Brands International Inc. said Wednesday that it entered
into a plea agreement with the United States Attorney's Office for
the District of Colombia and the National Security Division of the
U.S. Department of Justice relating to the previously disclosed
investigation by the government into payments made by the
company's former banana-producing subsidiary in Colombia to
certain groups designated under U.S. law as foreign terrorist
organizations.  Chiquita voluntarily disclosed the payments to the
government in April 2003.  

Under the terms of the agreement, the company will plead guilty to
one count of Engaging in Transactions with a Specially-Designated
Global Terrorist, and will pay a fine of $25 million, payable in
five equal annual installments, with interest.  

The company said it will continue to cooperate with the government
in any continuing investigation into the matter.

The company previously recorded a reserve in 2006 of the full
$25 million fine amount in anticipation of reaching a settlement
with the government.  The agreement is subject to approval and
acceptance by the United States District Court for the District of
Colombia.

                          CEO's Statement

Commenting on the agreement with the U.S. Department of Justice,
Fernando Aguirre, the company's chairman and chief executive
officer, said, "The information filed is part of a plea agreement,
which we view as a reasoned solution to the dilemma the company
faced several years ago."

"In 2003, Chiquita voluntarily disclosed to the Department of
Justice that its former banana-producing subsidiary had been
forced to make payments to right- and left-wing paramilitary
groups in Colombia to protect the lives of its employees.  The
company made this disclosure shortly after senior management
became aware that these groups had been designated as foreign
terrorist organizations under a U.S. statute that makes it a crime
to make payments to such organizations.  Since voluntarily
disclosing this information, Chiquita has continued to cooperate
with the DOJ's investigation," Mr. Aguirre continued.

"The payments made by the company were always motivated by our
good faith concern for the safety of our employees.  Nevertheless,
we recognized - and acted upon - our legal obligation to inform
the DOJ of this admittedly difficult situation.  The agreement
reached with the DOJ is in the best interests of the company," he
added.

           Amendment of Credit Pact with Operating Unit

As reported in the Troubled Company Reporter on Mar. 14, 2007,
Chiquita and its operating subsidiary, Chiquita Brands L.L.C.,
entered into an amendment effective March 7, 2007, of their credit
agreement dated as of June 28, 2005, with a syndicate of banks,
financial institutions and other institutional lenders.

The Amendment addressed the treatment under the Credit Agreement
of a $25 million charge for the potential settlement of a
contingent liability related to the U.S. Department of Justice's
investigation of the company in connection with payments made by
its former Colombian subsidiary.  

Even without the Amendment, the company said it was in compliance
with the financial covenants under the Credit Agreement at
Dec. 31, 2006.   

According to the company, the Amendment, which makes certain
adjustments in the calculation of financial covenants relating to
the charge and certain legal fees and expenses, affords the
company greater flexibility to remain in compliance with the
financial covenants under the Credit Agreement in future periods.

                 U.S. Department of Justice Probe

In a press statement dated Feb. 22, 2007, Chiquita disclosed that
in April 2003, the company's management and audit committee, in
consultation with the board of directors, voluntarily disclosed to
the U.S. Department of Justice that its former banana-producing
subsidiary in Colombia, which was sold in June 2004, had made
payments to certain groups in that country which had been
designated under United States law as foreign terrorist
organizations.

Following the voluntary disclosure, the Justice Department
undertook an investigation, including consideration by a grand
jury.  In March 2004, the Justice Department advised that, as part
of its criminal investigation, it would be evaluating the role and
conduct of the company and some of its officers in the matter.  In
September and October 2005, the company was advised that the
investigation was continuing and that the conduct of the company
and some of its officers and directors was within the scope of the
investigation.

During the fourth quarter of 2006, the company commenced
discussions with the Justice Department about the possibility of
reaching a plea agreement.  As a result of the discussions, and in
accordance with the guidelines set forth in SFAS No. 5, the
company has recorded a reserve of $25 million in its financial
statements for the quarter and year ended Dec. 31, 2006.

The amount reflects liability for payment of a proposed financial
sanction contained in an offer of settlement made by the company
to the Justice Department.  The $25 million would be paid out in
five equal annual installments, with interest, beginning on the
date judgment is entered.  The Justice Department has indicated
that it is prepared to accept both the amount and the payment
terms of the proposed $25 million sanction.

According to the company, negotiations are ongoing, and there can
be no assurance that a plea agreement will be reached or that the
financial impacts of any such agreement, if reached, will not
exceed the amounts currently accrued in the financial statements.
Furthermore, the company said that the agreement would not affect
the scope or outcome of any continuing investigation involving any
individuals.

In the event an acceptable plea agreement between the company and
the Justice Department is not reached, the company believes the
Justice Department is likely to file charges, against which the
company would aggressively defend itself.  The company is unable
to predict the financial or other potential impacts that would
result from an indictment or conviction of the company or any
individual, or from any related litigation, including the
materiality of such events.

                      About Chiquita Brands

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and    
distributes fresh food products including bananas and nutritious
blends of green salads.  The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Panama.

                          *    *    *

In November 2006, Moody's Investors Service downgraded its ratings
for Chiquita Brands LLC., as well as for its parent Chiquita
Brands International Inc.  Moody's said the outlook on all ratings
is stable.

Standard & Poor's Ratings Services also lowered its ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc.,
including its corporate credit rating, from 'B+' to 'B'.
S&P said the ratings remain on CreditWatch with negative
implications where they were placed on Sept. 26.


CKE RESTAURANTS: S&P Rates $320 Mil. Secured Credit Facility at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Carpinteria, California-based CKE Restaurants
Inc.  The outlook is stable.
     
At the same time, Standard & Poor's assigned a 'BB' rating to
CKE's $320 million secured revolving credit facility.  The loan is
comprised of a $200 million revolver five-year loan and a
$120 million six-year term loan.  The credit facility is rated
'BB', one notch higher than the corporate credit rating on CKE,
with a recovery rating of '1', indicating the expectation for full
recovery of principal in the event of a payment default.

Proceeds from the loan will be used primarily to refinance the
existing credit facility and for working capital, LOCs, capital
expenditures, and general corporate purposes.

"Improved operating performance at both concepts," said Standard &
Poor's credit analyst Diane Shand, "together with a healthier
balance sheet, should offer rating stability and provide the
company with the flexibility to continue to reinvest in its
brands."


CLEAR CHANNEL: Resets Special Meeting of Shareholders to April 19
-----------------------------------------------------------------
Clear Channel Communications Inc.'s Board of Directors has
rescheduled the special meeting of shareholders regarding the
proposed merger with the group led by Thomas H. Lee Partners L.P.
and Bain Capital Partners LLC and has set a new record date.  

Clear Channel shareholders of record as of March 23, 2007, will be
entitled to vote at the special meeting which will now be held on
April 19, 2007.  Clear Channel's disinterested directors continue
to unanimously recommend that all Clear Channel shareholders vote
FOR the proposed merger.  The action by the board was unanimously
approved by the disinterested directors, with management and other
interested directors recusing themselves.

The company stated, "The disinterested directors of the Clear
Channel Board considered the substantial trading volume in Clear
Channel shares since the original record date for the special
meeting, and as the original record date no longer reflects Clear
Channel's current stockholder base, determined to set a new record
date to better align the economic and voting interests of all
Clear Channel shareholders.  The move will allow shareholders who
have purchased shares since the original record date and who
currently have economic stakes in the company to participate in
the vote."

The disinterested directors also concluded that postponing the
special meeting until April 19 was necessary in light of the time
required to prepare a revised proxy statement, mail the proxy
statement to Clear Channel's shareholder base as of the new record
date and give current shareholders -- many of whom did not become
shareholders until after the original record date -- a meaningful
opportunity to review the new proxy materials and arrive at an
informed judgment.  Clear Channel wants to ensure that the
important decision about the future of the company is made by its
current shareholders.

The special meeting will be held at 8:00 a.m. Central Time at the
Westin Riverwalk Hotel, 420 Market Street, San Antonio, Texas.

November last year, Reuters reported that Clear Channel and its
directors faced a suit in a Texas state court following the
company's $18.7 billion merger agreement with Bain and Thomas H.
Lee Partners.

The class action, which charged the company with breaching their
fiduciary duties by agreeing to sell the company, was filed with
the District Court for the 166th Judicial District in Bexar
County.

The lawsuit disclosed that the defendants "are acting contrary to
their fiduciary duty to maximize value on a change in control of
the company," the Reuters said.

Clear Channel reported revenues of $7.07 billion and income before
discontinued operations of $688.8 million for the full year 2006.

                About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
-- http://www.clearchannel.com/-- (NYSE:CCU) is a global leader
in the out-of-home advertising industry with radio and television
stations and outdoor displays in various countries around the
world.  Aside from the U.S., the company operates in 11 countries
-- Norway, Denmark, the United Kingdom, Singapore, China, the
Czech Republic, Switzerland, the Netherlands, Australia, Mexico
and New Zealand.

                          *     *     *

Clear Channel's long-term local and foreign issuer credits carry
Standard & Poor's BB+ rating.

In addition, the company's senior unsecured debt and long-term
issuer default ratings were placed by Fitch at BB- on Nov. 16,
2006.


COLLINS & AIKMAN: Files Litigation Trust Allocation
---------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Eastern District of Michigan a
litigation trust allocation, as set forth in Articles I and V of
the Amended Disclosure Statement for the First Amended Joint Plan.  
The Official Committee of Unsecured Creditors has agreed to the
allocation of the litigation recovery interests.

The impaired classes of Class 5, general unsecured claims;
Class 6, senior note claims and Pension Benefit Guaranty Corp.
claims; and Class 7, senior subordinated note claims, will receive
their pro rata share of the percentage of the Tranche B Litigation
Recovery Interests allocated to the classes.

                   Class 5 Claims           14%
                   Class 6 Claims           86%
                   Class 7 Claims            0%

In accordance with the subordination provisions of the Senior
Subordinated Note Indenture, the Tranche B Litigation Recovery
Interests that would have been allocated to Class 7 will be
allocated to Class 6.  Class 7 Claims holders will not receive a
recovery under the Plan until holders of allowed Senior Note
Claims have been paid in full plus any additional amounts
required to be paid pursuant to the Senior Note Indenture.

For purposes of distributions to Holders of Allowed Claims in
Class 6, until the Allowed Claims have been paid in full, the
amount of Senior Note Claims will be increased by the amount of
Senior Subordinated Note Claims for an aggregate claim amount in
respect of the Senior Note Claims of approximately $949,000,000.

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).


CONTINENTAL AIRLINES: Moody's Lifts Ratings on Good Results
-----------------------------------------------------------
Moody's Investors Service raised the ratings of Continental
Airlines, Inc. debt - corporate family rating to B2, senior
unsecured to B3 and preferred stock to Caa1 -- as well as the
ratings of certain tranches of Continental's Enhanced Equipment
Trust Certificates.

Moody's also affirmed Continental's SGL-2 rating, the ratings of
the EETCs not upgraded, and the Loss Given Default rating of LGD5
- 74%.  The outlook remains stable.

"Moody's upgrades follow Continental's first full year of net
profit in over three years on the strength of better unit revenues
and yields, combined with good control over operating costs",
noted George Godlin of Moody's Investors Service.

Also, the airline completed the normally challenging winter season
with a strong cash position exceeding $2 billion.  Still strong
passenger demand combined with some softening of fuel prices and
better hedging of fuel price volatility should continue to support
continued modest profit gains over the near term.  With the solid
airline operations resulting in steadily better financial
performance, debt protection metrics have improved to be within
the range of other issuers at the B2 corporate family rating.  
Debt to EBITDA of 6.7x and EBIT to Interest of 1.4x at
Dec. 31, 2006, while improved, are still at the weaker end of the
range however.

Moody's notes that Continental's cost structure remains among the
highest of the legacy carriers.  The company has continued focus
on controlling costs, particularly important because certain of
Continental's routes are susceptible to competition from Low Cost
Carriers.  Continental's adherence to a steady aircraft
re-fleeting plan, resulted in one of the lowest average-age fleets
in the industry with cost savings through lower maintenance
expense and high fuel efficiency, and which may provide
Continental the ability to differentiate its product.

A relatively young fleet has lowered Continental's fuel and
maintenance expense, but the re-fleeting strategy has resulted in
a weak capital structure and a history of increasing debt,
however.

The robust cash position provides Continental with some insulation
from economic shocks and unanticipated near-term expenses.  While
the company enjoys good access to capital markets at this time,
substantially all of the company's assets are encumbered and
access to external sources of liquidity could suffer if economic
conditions worsen.

Most EETC ratings were increased be one notch to reflect the
upgrade of the corporate family rating to B2.  Those ratings
affirmed considered the debt outstanding for each class relative
to the estimated value of the collateral supporting the
transactions, and Moody's notching practices for rating EETC's.

The stable outlook reflects the expectation of steadily improving
operating and financial performance over the near term resulting
primarily from somewhat better revenue yield while the company
controls growth in unit costs, as well as solid cash balances.
Downward pressure on the ratings could occur with an EBITDA margin
lower than 15%, or if debt to EBITDA exceeds 8x or EBIT to
interest expense falls to close to 1x.  The rating could be raised
further if growth in internally-generated cash flows sufficient to
sustain EBIT to interest greater than 2x, retained cash flow to
debt greater than 15%, with higher cash balances.

Upgrades:

   * Continental Airlines, Inc.

      -- Corporate Family Rating, Upgraded to B2 from B3

      -- Multiple Seniority Shelf, Upgraded to a range of Caa1 to
         B3 from a range of Caa2 to Caa1

      -- Senior Secured Enhanced Equipment Trust, Upgraded to a
         range of B2 to Baa2 from a range of B3 to Baa3

      -- Senior Secured Equipment Trust, Upgraded to Ba2 from Ba3

      -- Senior Secured Shelf, Upgraded to Ba3 from B1

      -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
         B3 from Caa1

      -- Senior Unsecured Regular Bond/Debenture, Upgraded to B3
         from Caa1

Continental Airlines, Inc. based on Houston Texas, operates the
world's 5th largest passenger airline with service throughout the
Americas, Europe, the Middle East and Asia.


COVALENCE SPECIALTY: Merger Prompts Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Berry Plastics Holdings Corporation and Covalence Specialty
Materials Corporation on review for possible downgrade.

The review follows the companys' report that they have entered
into a definitive agreement pursuant to which Berry will merge
with CSMC in a stock-for-stock merger.  The merger is expected to
occur in April 2007 and the transaction is subject to the receipt
of required regulatory approvals.  Following the merger, Ira
Boots, Chairman and Chief Executive Officer of Berry Group, and
Brent Beeler, Chief Operating Officer of Berry Group, will remain
in the same roles with the combined company, which will be known
as Berry Plastics Group, Inc.

Immediately following the merger, the two entities will be
combined as a direct subsidiary of New Berry Group.  New Berry
Holding will remain the primary obligor in respect of CSMC's
Senior Subordinated Notes due 2016, Berry's Second Priority Senior
Secured Fixed Rate Notes due 2014 and Second Priority Senior
Secured Floating Rate Notes due 2014.  The outstanding credit
facilities of CSMC and Berry are expected to be refinanced at the
time of the closing with a $400 million asset based revolving
credit facility and a $1.2 billion senior secured term loan
facility.

Moody's expects the combined entity to have adjusted debt to
EBITDA of about 6.9x and adjusted EBIT to interest coverage of
about 1.0x.  To the extent that debt instruments of the two
companies are refinanced as part of the transaction, the ratings
will be withdrawn.

Moody's said that the combined company should benefit from
increased scale and sound liquidity over the near term.  In
addition, Berry is expected to realize significant cost savings
from the consolidation of such activities as manufacturing and
back-office functions.

Moody's review of New Berry Holding's ratings will focus primarily
on the amount and timing of potential cost savings and
management's operational and competitive strategy for the combined
entity.

Currently, Moody's anticipates that the rating downgrade for the
Corporate Family Rating, if any, would be limited to one notch.  
In the event of a Corporate Family Rating downgrade to B2, the
$1.2 billion senior secured term loan will likely be rated two
notches above the Corporate Family Rating at Ba3, while the senior
secured second lien facilities would likely be rated one notch
below at B3 and the subordinated notes two notches below at Caa1.
The notching contemplates that the collateral for the $1.2 billion
senior secured term loan will be encumbered by the priority claim
of the asset based revolver and a resulting deficiency claim.  In
the absence of a downgrade of the Corporate Family Rating, the
$1.2 billion senior secured term loan will likely be rated two
notches above the Corporate Family Rating at Ba2, while the senior
secured second lien facilities would likely be rated one notch
below at B2 and the subordinated notes two notches below at B3.

Under review for possible downgrade:

   * Berry Plastics

      -- The B1 Corporate Family Rating

      -- The B1 Probability of Default Rating

      -- The Ba1, LGD2, 18% rated $200 million senior secured   
         revolver due 2012

      -- The Ba1, LGD2, 18% rated $675 million senior secured
         first lien term loan B due 2013

      -- The B2, LGD4, 62% rated $225 million senior secured
         second lien FRN's due 2014

      -- The B2, LGD4, 62% rated $525 million senior secured
         second lien notes due 2014

      -- The Speculative Grade Liquidity Rating is SGL-2 and it
         will be revisited upon conclusion of the proposed
         transaction.

Under review for possible downgrade:

   * Covalence Specialty

      -- The B1 Corporate Family Rating

      -- The B1 Probability of Default Rating

      -- The Ba3, LGD3, 34% rated $300 million senior secured term
         loan C due 2013.

-- The B2, LGD4, 62% $175 million senior secured second lien
   term loan due 2013.

      -- The B3, LGD5, 86% rated $265 million senior subordinated
         notes due 2016.

The Speculative Grade Liquidity Rating is SGL-2 and it will be
revisited upon conclusion of the proposed transaction.

Based in Evansville, Indiana, Berry Plastics Holdings Corporation
is one of the world's leading suppliers of rigid plastic packaging
products, serving customers in the food and beverage, healthcare,
household chemicals, personal care, home improvement, and other
industries.  Net sales for the twelve months ended Dec. 30, 2006
amounted to approximately $1.4 billion.

Headquartered in Bedminster, New Jersey, Covalence Specialty
Materials Corporation is predominantly a North American
manufacturer of polyethylene-based plastic film, packaging
products, bags, and sheeting in a wide range of sizes, gauges,
strengths, stretch capacities, clarities and colors.  End markets
include Industrial, Building Products, Specialty/Custom,
Institutional, Retail, and Flexible Packaging.  Consolidated net
revenue for the twelve months ended Sept. 30, 2006 is
approximately $1.7 billion.


COVALENCE SPECIALTY: Merger Cues S&P to Hold B Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on Berry Plastics Holding Corp. and Covalence
Specialty Materials Corp. following the report that their holding
company parents have entered into a definitive agreement to merge
in a stock-for-stock transaction.

The transaction is expected to close in April 2007, subject to
regulatory approval.  If the transaction is consummated, the
outlook on the combined company will be stable.

"The affirmation of the corporate credit ratings recognizes the
strength of the merged business and the potential that the company
will improve its highly aggressive financial profile to acceptable
levels for the current ratings within the next couple of years,"
said Standard & Poor's credit analyst Liley Mehta.

The outstanding credit facilities of both companies are expected
to be refinanced at closing with a $400 million asset-based
revolving credit facility (unrated) and a $1.2 billion senior
secured term loan facility.

Berry's $750 million of second-priority senior secured notes due
2014 and Covalence's $265 million of subordinated notes due 2016
are expected to remain outstanding.  The rated Berry and Covalence
entities will be combined to form New Berry Holding, which is
expected to be the issuer of all the group's debt.  At closing,
total debt (adjusted to include capitalized operating leases and
unfunded postretirement liabilities) will be about $2.7 billion.

Based on preliminary terms and conditions, Standard & Poor's  
assigned a 'B' corporate credit rating to New Berry Holding.  The
rating agency also assigned a 'B+' senior secured debt rating to
New Berry's proposed eight-year $1.2 billion term loan with a
recovery rating of '1', indicating its expectation that lenders
would fully recover their principal in a payment default scenario.
The ratings on the existing bank credit facilities of both
companies will be withdrawn upon refinancing.  Any increase in the
amount of the proposed term loan would prompt a ratings
reassessment.

At the same time, Standard & Poor's placed the ratings on Berry's
second-priority senior secured notes on CreditWatch with positive
implications.  If there is no change to the proposed transaction
and related refinancing, the rating agency will raise the ratings
on these notes to 'B-' from 'CCC+' and change the related recovery
rating to '3' from '4'.  The new ratings indicate our expectation
that noteholders would experience meaningful (50%-80%) recovery of
principal in a payment default.

Standard & Poor's affirmed its 'CCC+' rating on Covalence's
subordinated notes.

With more than $3.2 billion in annual sales, Berry Plastics will
rank among the largest packaging companies in North America, with
leading positions in both the rigid and flexible plastic packaging
segments.  While primarily domestic in terms of geographic
coverage, the company will boast an impressive operating footprint
with approximately 65 manufacturing facilities throughout the
U.S., serving an array of end markets and customers.  The
concentration of customers will be diminished somewhat through the
merger, and the combined administrative and manufacturing
operations will likely present opportunities to realize
synergies.  However, the large scale of the businesses to be
integrated will represent a meaningful execution risk and
operating uncertainty until tangible progress is achieved.


CREDIT SUISSE: Moody's Holds B3 Rating on $2 Mil. Class O Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 20 classes of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C3:

   -- Class A-2, $44,923,240, Fixed, affirmed at Aaa
   -- Class A-3, $209,402,000, Fixed, affirmed at Aaa
   -- Class A-4, $102,918,000, Fixed, affirmed at Aaa
   -- Class A-5, $694,474,000, WAC Cap, affirmed at Aaa
   -- Class A-1-A, $329,159,619, Fixed, affirmed at Aaa
   -- Class A-X, Notional, affirmed at Aaa
   -- Class A-SP, Notional, affirmed at Aaa
   -- Class B, $45,084,000, WAC Cap, affirmed at Aa2
   -- Class C, $14,345,000, WAC Cap, affirmed at Aa3
   -- Class D, $28,690,000, WAC Cap, affirmed at A2
   -- Class E, $16,395,000, WAC Cap, affirmed at A3
   -- Class F, $20,493,000, WAC Cap, affirmed at Baa1
   -- Class G, $16,394,000, WAC Cap, affirmed at Baa2
   -- Class H, $22,542,000, WAC, affirmed at Baa3
   -- Class J, $8,198,000, WAC Cap, affirmed at Ba1
   -- Class K, $6,147,000, WAC Cap, affirmed at Ba2
   -- Class L, $8,198,000, WAC Cap, affirmed at Ba3
   -- Class M, $6,148,000, WAC Cap, affirmed at B1
   -- Class N, $6,147,000, WAC Cap, affirmed at B2
   -- Class O, $2,050,000, WAC Cap, affirmed at B3

As of the Feb. 16, 2007, distribution date, the transaction's
aggregate certificate balance has decreased by approximately 2.1%
to $1.60 billion from $1.64 billion at securitization.  

The Certificates are collateralized by 174 mortgage loans.  The
loans range in size from less than 1.0% to 9.6% of the pool, with
the top 10 loans representing 42.5% of the pool.  The pool
includes one investment grade shadow rated loan, representing 3.2%
of the outstanding pool balance.  Five loans, representing 10.7%
of the pool, have defeased and are secured by U.S. Government
securities.  The pool's largest loan, One Park Avenue of
$154.0 million (9.6%), has defeased.  There have been no loans
liquidated from the pool and no losses.  Currently one loan,
representing less than 1.0% of the pool, is in special servicing.
There are no losses projected from this loan at the present time.
Twenty-four loans, representing 8.2% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 95.6% and 83.5%, respectively, of the
performing loans.  Moody's loan to value ratio for the conduit
component is 91.7%, compared to 91.1% at securitization.

The shadow rated loan is the Mizner Park Loan of $51.1 million
(3.2%), which is secured by a leasehold interest in a mixed-use
property located in Boca Raton, Florida. The subject is part of a
larger property known as Mizner Park, which includes office,
retail and residential components.  Only the office and retail
portions secure this loan.  Built in phases between 1991 and 1996,
and renovated in 1999, the collateral includes six buildings
containing 504,463 square feet.  The office space is allocated
between a seven-story office building (163,818 square feet) and a
low-rise office plaza (104,108 square feet).  The combined office
components represent 53.1% of the collateral's net rentable area.
The retail portion totals 236,537 square feet and is comprised of
the ground level space as well as a free-standing retail building.  
As of July 2006 the overall occupancy level was 88.4%, essentially
the same as at securitization (88.7%).  The loan sponsor is The
Rouse Company.  Moody's current shadow rating is Baa2, the same as
at securitization.

The three largest conduit loans represent 17.1% of the pool.  The
largest conduit loan is the Pacific Design Center Loan of
$150.0 million (9.4%), which is secured by a 961, 859 square foot
office complex located in West Hollywood, California.  The two
main buildings are known as the Blue Building and the Green
Building, due to their colored glass exteriors.  The Blue Building
was constructed in 1976 and contains 587,859 square feet, which is
mostly utilized as design showroom space.  The Green Building is a
nine-story office and showroom facility constructed in 1988.  

In addition to the showroom and office space, the property also
houses a 384-seat theater and screening room, conference
facilities, a two-story gallery leased to the Museum of
Contemporary Art, a fitness facility, a seven-level parking garage
and two restaurants.  The property also includes a 1.5 acre
landscaped plaza with an open-air amphitheater.  As of December
2006 the property was 87.4% occupied, compared to 79.6% at
securitization.  The two largest leases are with affiliates of
Interpublic Group and represent 21.9% of the leased square footage
through July 2015 and January 2017.  IPG is an advertising and
marketing conglomerate.  The loan is interest only for the first
three years of its term converting to a 28-year schedule
thereafter.  Moody's LTV is 80.2%, the same as at securitization.

The second largest conduit loan is the 160 West 24th Street Loan
of $73.6 million (4.6%), which is secured by a 204-unit, 18-story
multifamily property located in the Chelsea submarket of New York
City.  The improvements were constructed between 1987 and 1999.
The property is 100.0% master leased to ExecuStay under a lease
through January 2017, with two five-year renewal options.

However, the lease can be terminated at any time subject to a
termination fee of $15.6 million that is guaranteed by Marriott
International, Inc.  The termination penalty increases through
July 2011 reaching a maximum of $17.6 million, reducing to
$11.1 million thereafter.  Moody's LTV is 87.1%, compared to 90.3%
at securitization.

The third largest conduit loan is the Centro Gran Caribe Loan of  
$50.7 million (3.2%), which is secured by a 387,437 square foot
enclosed retail mall located in Vega Alta, Puerto Rico
approximately 23 miles west of the San Juan CBD.  The property was
originally built as two distinct retail properties with separate
ownership.  Subsequently the properties were joined and are now
physically connected by an enclosed, air-conditioned pedestrian
walkway.  As of December 2006 occupancy was 94.1%, compared to
95.7% at securitization.  Financial performance has been stable to
moderately higher since securitization.  The loan was interest
only for the first two years of its term but now amortizes on a
28-year schedule.  Moody's LTV is 83.0%, compared to 85.4% at
securitization.

The pool's collateral is a mix of:

   * office and mixed use (35.2%)
   * retail (28.0%)
   * multifamily and manufactured housing (20.5%)
   * U.S. Government securities (10.7%)
   * industrial and self storage (3.9%)
   * lodging (1.7%)

The collateral properties are located in 30 states, Puerto Rico
and the District of Columbia.  

The highest state concentrations are:

   * California (25.4%)
   * Texas (11.6%)
   * New York (10.7%)
   * Florida (6.8%)
   * Michigan (6.8%)

All of the loans are fixed rate.


CREDIT SUISSE: Moody's Cuts Rating on Class E Certificates to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-CND1
and placed the ratings of eight classes on review for possible
downgrade or further possible downgrade:

   -- Class A-1, $39,095,638, Floating, affirmed at Aaa

   -- Class A-2, $152,000,000, Floating, currently rated Aaa; on
      review for possible downgrade

   -- Class A-X-1, Notional, currently rated Aaa on review for
      possible downgrade

   -- Class A-X-3, Notional, currently rated Aaa; on review for
      possible downgrade

   -- Class A-Y, Notional, currently rated Aaa; on review for
      possible downgrade

   -- Class B, $16,000,000, Floating, currently rated Aaa; on
      review for possible downgrade

   -- Class C, $15,000,000, Floating, downgraded to A2 from Aa2;
      on review for further possible downgrade

   -- Class D, $22,000,000, Floating, downgraded to Baa3 from A2;        
      on review for further possible downgrade

   -- Class E, $4,825,229, Floating, downgraded to Ba1 from A2; on
      review for further possible downgrade

The Certificates are collateralized by three senior participation
interests.  As of the Feb. 15, 2007, distribution date, the
transaction's aggregate certificate balance has decreased by
approximately 62.6% to $248.9 million from $665.8 million at
securitization as a result of the payoff of five loans originally
in the pool.

Moody's placed Classes C, D and E on review for possible downgrade
on July 27, 2006 due to performance issues related to the Royal
Palm and Hotel 71 Loans.  Moody's is downgrading Classes C, D and
E and leaving them on review for further possible downgrade due to
the foreclosure action initiated by the holder of the Hotel 71
mezzanine loan and the subsequent Chapter 11 bankruptcy filing by
the Hotel 71 mezzanine borrower.  Additionally, the Royal Palm
Hotel Loan is in default as it has passed its March 9, 2007
maturity date and does not qualify for an extension.  Classes A-2,
A-X-1, A-X-3, A-Y and B have been placed on review for possible
downgrade as well.

Three loans remain in the pool:

   * the Marriott Hawaii Hotel Portfolio Loan (43.4%)
   * the Royal Palm Loan (30.1%)
   * the Hotel 71 Loan (26.5%)

Both the Royal Palm, located in Miami Beach, Florida and Hotel 71,
located in the Chicago, Illinois CBD, are hotel properties that
had been financed for acquisition, renovation, and conversion into
condo-hotels.  No condominium unit sales have closed at either
properties to date and both are being marketed for sale.

The Royal Palm Hotel Loan matured on March 9, 2007, and the Hotel
71 Loan matures on April 9, 2007.  Negotiations are proceeding
between the master servicer and the Royal Palm borrower whereby
certain terms and conditions of the loan documents would be waived
to permit an extension.  To-date no agreement has been reached.
The Hotel 71 Loan currently does not meet its loan extension
requirements either and it is not anticipated to pay off at
maturity.

The Marriott Hawaii Hotel Portfolio Loan is secured by two hotel
properties -- the Waikoloa Beach Marriott (545 room) located in
Waikoloa, Hawaii and the Wailea Marriott (521 rooms) located in
Wailea, Hawaii.  Both hotels are undergoing extensive renovations.
Construction is proceeding and completion is expected in 2007.


CVS CORP: Underscores Benefits of Caremark Merger
-------------------------------------------------
At Bank of America's 2007 Consumer Conference in New York City,
CVS Corporation addressed its solid recent performance and key
drivers for future growth, as well as the strategic rationale and
many anticipated benefits of its pending merger with Caremark Rx,
Inc.

"Over the past three years, our sales grew at a compound annual
growth rate of 18%, while operating profit and earnings per share
increased 19% and 15%, respectively," Tom Ryan, Chairman, CEO and
President of CVS Corporation, stated.  "Our pending merger with
Caremark should create opportunities for new sources of revenue
and earnings growth."

CVS and Caremark have conservatively estimated annual cost
synergies of $500 million.  In addition, they expect to achieve
between $800 million and $1 billion in incremental revenues in
2008 and significantly more thereafter.  The incremental revenues
are expected to be generated by the differentiated new offerings
that only a drugstore/PBM combination can provide.

The company provided expectations for free cash flow and diluted
earnings per share of the combined company.  In 2008, CVS/Caremark
is expected to generate more than $3 billion in free cash flow
while adding between 8 and 10 cents to diluted EPS.  The company
anticipates even more growth in 2009, with free cash of more than
$3.5 billion and diluted EPS accretion of between 14 and 18 cents.

"We look forward to receiving CVS and Caremark shareholder
approval for our transformational combination this week, and to
closing our merger shortly thereafter," continued Mr. Ryan.  "I am
confident that this merger will accelerate our growth and look
forward with great anticipation to the future of CVS/Caremark
Corporation."

                        About Caremark Rx

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

                         About CVS Corp.

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

                          *     *     *

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


CVS CORP: Concurs with ISS Recommendation on Caremark Merger
------------------------------------------------------------
CVS Corporation is pleased that Institutional Shareholders
Services Inc. has recommended that Caremark Rx, Inc. shareholders
support the proposed merger with CVS.

In addition, in response to Express Scripts' announcement that its
current offer to acquire Caremark is its "best and only" offer,
CVS urged Caremark shareholders to consider that the highly
conditional nature of Express Scripts' "smoke and mirrors" offer
may well leave them with a transaction on reduced terms or no deal
at all should they vote down the merger with CVS.

Consider just some of the many risks inherent in Express Scripts'
hostile offer:

   * Regulatory Risk

     The FTC and the 22 State Attorneys General investigating the   
     anti-competitive implications of Express Scripts' hostile bid
     may never approve such a transaction.

   * Shareholder Approval Risk

     Express Scripts shareholders may well vote down this ill-
     conceived transaction.

   * Financing Condition Risk

     In light of the highly leveraged nature of its bid and the      
     significant business risk associated with several months of
     regulatory delay, Express Scripts may never obtain the
     necessary financing to acquire Caremark.

In addition, Express Scripts has left itself the ability to walk
away in the event of any adverse developments in Caremark's
business (such as material client defections), an adverse change
in general market conditions or even an act of war or terrorist
attack.  All of this calls into question whether or not Express
Scripts even seeks to pursue a transaction or is merely attempting
to disrupt the CVS/Caremark transaction.

Shareholders should also note that in the unlikely event that the
Express Scripts/Caremark deal was to be completed, Caremark
shareholders would own a 57% interest of an overleveraged company
with a junk credit rating unable to make the necessary investment
in its own business.

In contrast, CVS' best and final offer provides Caremark
shareholders with real and immediate value, including:

   * A special cash dividend of $7.50 per share payable at or
     promptly after closing of the merger to Caremark shareholders
     of record as of the close of business on the day immediately
     preceding the closing date of the merger.

   * A cash tender offer promptly following the closing of the
     CVS/Caremark merger for 150 million (or about 10%) of its
     outstanding shares at a fixed price of $35 per share,
     reflecting our confidence in the value proposition of this
     strategic combination.

   * A merger that is solidly accretive to earnings and cash flow
     in 2008 and growing thereafter.

   * A combined company that is expected to retain a solid  
     investment grade rating.

"We are delighted that ISS is recommending shareholders support
the powerful combination that stands to be created through the
union of these two companies," Tom Ryan, Chairman, President and
CEO of CVS, said.  "Our offer not only provides Caremark
shareholders with immediate financial benefits, but it will also
give shareholders of both companies the opportunity to begin
realizing the long-term value only our transaction can provide.  
In stark contrast, Express Scripts' highly conditional offer
cannot mask its inability to provide Caremark with any real
assurance that it is serious about pursuing its bid, threatening
to leave Caremark shareholders alone at the altar should they
decide to vote down our transaction.  We look forward to gaining
shareholder approval for our deal at CVS' and Caremark's
respective shareholder votes later this week."

The special meeting of CVS shareholders to approve the transaction
will be held on March 15, 2007 and the special meeting of Caremark
shareholders for the same purpose will be held on March 16, 2007.  
CVS urges Caremark shareholders to vote FOR the CVS/Caremark
merger.  CVS shareholders who have questions about the proposed
merger, or need assistance in voting your shares, please call the
firm assisting CVS in the solicitation of proxies:

     Morrow & Co., Inc.
     Toll Free: (800) 245-1502
     (Banks and Brokers may call collect at (203) 658-9400)

Caremark shareholders who have questions about the proposed
merger, or need assistance in voting your shares, please call the
firm assisting Caremark in the solicitation of proxies:

     Innisfree M&A Incorporated
     Toll Free: (877) 750-9498
     (Banks and Brokers may call collect at (212) 750-5833)

                        About Caremark Rx

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

                      About Express Scripts

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

                         About CVS Corp.

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

                          *     *     *

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


DAIMLERCHRYSLER AG: Chrysler's Feb. Pre-Owned Vehicle Sales Up 9%
-----------------------------------------------------------------
Continuing on the momentum started in January, DaimlerChrysler
AG's Chrysler Group reported that its Five Star(R) dealers set a
new February record of 10,187 Certified Pre-Owned Vehicle sales in
2007, a 9% increase compared with February 2006 sales of 9,309
units.  Year-to-date sales also set a new record with 19,298
units, rising 9% from year-to-date sales in 2006.

Boosted by sales of the Jeep(R) Grand Cherokee (1,215 units) and
the Jeep Liberty (669 units), total Jeep sales accelerated 31% in
February.  In addition, both Dodge and Chrysler brand sales rose
4% for the month.  Year-to-date sales were also up across the
board with Chrysler brand up 6%, Jeep brand up 26%, and the Dodge
brand up 3%.

"With America's Hottest Product's offered at our Five Star
dealers, Chrysler, Jeep and Dodge brands appeal to customers on
many levels and continue to set sales records," DaimlerChrysler
Motors Remarketing Director Peter Grady said.

"In our quest to deliver a great product to our customers,
vehicles undergo a rigorous 125-point inspection to ensure only
the highest quality products are driven off our Five Star lots,"
he said.

The Chrysler Group offers one of the most comprehensive Certified
Pre-Owned Vehicle programs in the industry.  For a vehicle to be
certified under the Chrysler Group's used-vehicle program, it must
be a 2002 through 2007 model pre-owned vehicle with less than
65,000 miles and pass a stringent 125-point inspection.

The Chrysler Group's CPO vehicles are backed by an eight-
year/80,000-mile powertrain limited warranty, 24-hour, 365-day
full roadside assistance with a $35 per day rental car allowance
and a three-month or 3,000-mile Maximum Care warranty, in addition
to a Carfax Vehicle History Report and buyback guarantee.

Marketed as "Brand Spankin' Used(R)," the Chrysler Group's CPO
vehicles are sold only through Chrysler, Jeep and Dodge
dealerships that have earned the automaker's Five Star
certification.

Five-Star certification is a comprehensive validation of the
dealership's facilities, operational processes, salesperson and
technician training accreditation as well as customer satisfaction
survey ratings.  Approximately 2,100 Chrysler Group dealerships in
the United States are certified Five Star dealers.

                       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.


DAIMLERCHRYSLER: CEO Meets with Governor on Chrysler Group Status
-----------------------------------------------------------------
Michigan Gov. Jennifer Granholm met with DaimlerChrysler AG Chief
Executive Dieter Zetsche in Stuttgart earlier this week, The
Associated Press reports.

The governor stressed that she hopes Chrysler Group will remain in
the state no matter who owns the company, AP adds.

"I wanted to make sure that he knew ... how important it is for us
to retain the investment, and have Daimler or DaimlerChrysler or
Chrysler grow in Michigan," she said in a telephone interview with
AP.  "He certainly was very understanding of that message."

According to that report, the governor also told her hope that
DaimlerChrysler would consider Michigan when it looks to build a
$3 billion powertrain plant.

"I told him that Michigan is the right place for that investment
given the clustering of suppliers, R and D (research and
development) and manufacturers," she further said in AP's
interview. "He was very open to that.  However, the decision has
not been made."

The governor said Mr. Zetsche told her that Michigan is already an
excellent business partner, the AP notes.

"I feel optimistic that there will be a strong DaimlerChrysler or
Chrysler presence in Michigan in some shape or form," she said to
AP.

                       About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER AG: UAW President Wants Chrysler Group Retained
---------------------------------------------------------------
The United Auto Workers President Ron Gettelfinger said
DaimlerChrysler AG' Chrysler Group should remain in the family,
various news agencies report.

"I've been around the process long enough to know that I'm not
ready to concede that the Chrysler Group is going to come out of
DaimlerChrysler," Mr. Gettelfinger told radio station WJR-AM in
Detroit in an interview.

According to reports, Mr. Gettelfinger added that he hopes that if
ever Chrysler will be sold, it will be to a car company.

Mr. Gettelfinger is a member of DaimlerChrysler's supervisory
board.  He will represent the UAW in negotiating labor contracts
with Chrysler Group, General Motors Corp, and Ford Motor Co.

                       About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER AG: Investors Want "Chrysler" Dropped from Name
---------------------------------------------------------------
DaimlerChrysler AG shareholders have recommended that the company
remove "Chrysler" from its name and revert to its old moniker --
Daimler-Benz AG -- and reincorporate under new European
guidelines, Bloomberg News reports.

"Maintaining a corporate name that evokes associations with the
failure of the business combination with Chrysler is detrimental
to the image of the corporation and its products," shareholders
Ekkehard Wenger and Leonhard Knoll wrote in an amendment to the
agenda for the April 4 annual meeting published on the company's
Web site.

The shareholders' motion has heightened the tension between them
and the board following DaimlerChrysler CEO Dieter Zetsche's
Feb. 14, 2007, announcement that "all options are on the table"
for Chrysler, including a possible sale.  Investors have been
demanding for Chrysler's disposal since DaimlerChrysler's
inception in 1998, Bloomberg states.

In response to the motion, the company's management board said on
its Web site: "The DaimlerChrysler name is established all over
the world.  There are no grounds to change the name of the
corporation."

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- 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: Discloses Non-Union Retirees Pact With Retiree Panel
---------------------------------------------------------------
Dana Corp. and its debtor-affiliates and the Official Committee of
Non-Union Retirees have reached an agreement regarding the non-
pension retiree benefits for non-union retirees, Michael L.
DeBacker, Dana Corporation's vice president, general counsel and
secretary, disclosed in a regulatory filing with the Securities
and Exchange Commission.

The Non-Union Retirees Agreement provides that:

   (a) the Debtors will assist the Retirees Committee in
       establishing a tax-exempt Voluntary Employees' Beneficiary
       Association trust for the non-union retirees; and

   (b) the Debtors will fund the VEBA Trust through an initial
       contribution of $25,000,000 to be made during the
       bankruptcy proceedings and an additional contribution of
       $53,000,000 to be made on or after their emergence from
       bankruptcy.

In exchange, the Debtors will be released from obligations for
post-retirement health and welfare benefits for the non-union
retirees.

According to Mr. DeBacker, the U.S. Bankruptcy Court for the
Southern District of New York has authorized the Debtors' request
to eliminate their RetireeFlex and other post-retirement welfare
benefits for all active salaried and hourly non-union workers in
the United States effective April 1, 2007.

Details of the Non-Union Retirees Agreement have not yet been
filed with the Court as of March 14, 2007.  

                          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. 36;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Reaches Agreement With IAMAW to Resolve Union's Claims
-----------------------------------------------------------------
Dana Corp. disclosed in a regulatory filing with the Securities
and Exchange Commission that it has reached a settlement with the
International Association of Machinists and Aerospace Workers
union.

The IAMAW represents 215 hourly employees at Dana's sealing
products plant in Robinson, Ill.  

The salient terms of the IAMAW Settlement are:

   (a) Dana Corp. will pay $2,250,000 to IAMAW resolve all of
       the union's claims for non-pension retiree benefits with
       respect to retirees and active employees it represents.

   (b) Dana Corp. will not terminate the non-pension retiree
       benefits before July 1, 2007.

   (c) A new three-year collective bargaining agreement will
       cover the Robinson plant.

Michael L. DeBacker, Dana Corp.'s vice president, general counsel
and secretary, says the company are moving forward with its
efforts to modify or reject the CBAs and retiree welfare benefits
provided to the International Union, United Automobile, Aerospace
and Agricultural Implement Workers of America; and the United
Steelworkers, and is seeking to negotiate consensual agreements
with these unions.

                          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. 36;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DELPHI CORP: Plans to Offer Rights to Purchase Up to 56.7MM Shares
------------------------------------------------------------------
Delphi Corporation submitted a registration statement on Form S-1
with the U.S. Securities and Exchange Commission on March 7, 2007,
relating to a proposed offering of rights to purchase up to
56,700,000 shares of Delphi common stock.

The Rights Offering is being made in connection with the Debtors'
Equity Purchase and Commitment Agreement with affiliates of
Appaloosa Management L.P. and Cerberus, according to Delphi Corp.
President and Chief Executive Officer Rodney O'Neal.

Under the Rights Offering, each holder of Delphi common stock
will receive one right for each share held.  Each right entitles
the holder to purchase a share of reorganized Delphi common stock
at $35 per full share.

Delphi is distributing the rights at no charge, Mr. O'Neal
relates.  The rights may be transferred to another holder before
the expiration of the Rights Offering, which is due to occur
prior to the hearing date for the confirmation of a plan of
reorganization.

Shares of Reorganized Delphi common stock will only be issued
after a Chapter 11 plan becomes effective.  There will be
101,000,000 shares of common stock and 34,285,716 shares of
Senior Convertible Preferred Stock of Reorganized Delphi on the
Effective Date, Mr. O'Neal reports.

Delphi discloses that it will realize gross proceeds of
$1,984,500,000 from the sale of shares of Reorganized Delphi
common stock under the Rights Offering, regardless of the number
of rights exercised, as a result of the Backstop Commitment of
the Plan Investors.

The Debtors will use the net proceeds from the Rights Offering
and the $1,400,000,000 from the additional equity investments in
Reorganized Delphi by the Plan Investors, together with exit
financing borrowings and cash-on-hand, to make payments
contemplated by the Plan and for general corporate purposes, Mr.
O'Neal says.

When available, Delphi relates that a final written prospectus
may be obtained from Delphi Investor Relations either by
submitting a request through the Web site at
http://investor.delphi.comor by mailing:  

      Delphi Corporation
      ATTN: Investor Relations
      5725 Delphi Drive
      Troy, Michigan 48098.
      MC: 483-400-621,

A full-text copy of Delphi's registration statement filed
with the Securities and Exchange Commission is available at:

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

            Plan Investors Offer Part of Delphi Stake
                     to Other Investors

In a regulatory filing with the Securities and Exchange
Commission, Appaloosa Management L.P. discloses that A-D
Acquisition Holdings, LLC; Harbinger Del-Auto Investment Company,
Ltd.; Dolce Investments LLC; UBS Securities LLC; and certain
third-party additional investors entered into an additional
investor agreement dated March 5, 2007.

Pursuant to the Additional Investor Agreement, the Initial
Investors committed to sell to the Additional Investors a portion
of any Direct Subscription Shares and Unsubscribed Shares that
may be purchased by the Initial Investors under the Equity
Purchase and Commitment Agreement.

The aggregate maximum amount of Direct Subscription Shares and
Unsubscribed Shares that may be sold pursuant to the Additional
Investor Agreement would be approximately 44,857,166, assuming
that the Plan Investors are required to purchase all the shares
of Delphi Corporation's common stock under the Rights Offering,
Appaloosa says.

The Additional Investor Agreement further provides that the
Initial Investors will share with the Additional Investors a
portion of any Standby Commitment Fee and Alternate Transaction
Fee that they may receive under the EPCA.

A full-text copy of the Additional Investor Agreement filed with
the Securities and Exchange Commission is available for free at:

               http://ResearchArchives.com/t/s?1b54

                      About Delphi Corporation

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. 61;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DELTA AIR: Amends Code Share Agreements with Mesa Air Group
-----------------------------------------------------------
Mesa Air Group Inc. reached an agreement with Delta Air Lines Inc.
for an amendment to and assumption of its existing Delta
Connection Agreement, as well as for a new code share agreement to
operate 14 CRJ-900 regional jet aircraft.  The agreements are
subject to approval by the U.S. Bankruptcy Court for the Southern
District of New York.

After service begins pursuant to the Expansion DCA and the Amended
DCA, the Mesa regional jet fleet flying for Delta will consist of
14 CRJ-900s and 36 ERJ-145s.

                          Expansion DCA

The Expansion DCA authorizes Mesa to operate 14 CRJ-900 regional
jet aircraft as a Delta Connection Carrier for a term of up to ten
years.  This new service is expected to begin in September 2007.  
The compensation structure for the Expansion DCA will be similar
to the structure in the existing Delta Connection agreement,
except in these areas:

   * The CRJ-900 aircraft will be owned by Delta and leased to
     Mesa for a nominal amount.

   * No mark-up or incentive compensation will be paid on fuel
     costs above a certain level or on fuel provided by Delta.

                           Amended DCA

The Amended DCA provides for, among other things:

   * Adding six additional ERJ-145 aircraft to the scope of
     existing DCA for up to three years beginning immediately.

   * Commencing in August 2008, the removal of eight of the
     original 30 ERJ-145 aircraft at a rate of three aircraft per
     month.

   * Mesa receiving a general unsecured claim of $35 million as
     part of Delta's bankruptcy proceedings in connection with the
     amendment.  Such claim is in full and final satisfaction of
     any and all claims Mesa may have against Delta for pre-
     petition debt.

"We are delighted that Delta has once more demonstrated confidence
in Mesa and provided us this opportunity to expand our valued
partnership," Mesa Chairman and CEO, Jonathan Ornstein said.  
"Since we began flying for Delta in October 2005 our people have
worked hard to provide a high quality product to our Delta
Connection customers and we would like to thank them for their
important contribution."

"We look forward to continuing to work closely with Delta to
deliver the best customer service experience possible to our
passengers and to ensure that Mesa continues to make a positive
contribution to Delta's success," Mr. Ornstein added.

"Delta is pleased to be expanding our relationship with Freedom
Airlines," Shawn Anderson Delta's vice president in charge of the
Delta Connection said.  "The addition of these capable new
aircraft -- the CRJ-900 -- into their program in a two-class
configuration will be a clear winner for our customers."

                      About Mesa Air Group

Mesa Air Group Inc. (Nasdaq: MESA) -- http://www.mesa-air.com/--
operates 199 aircraft with over 1,300 daily system departures to
173 cities, 43 states, the District of Columbia, Canada, and
Mexico.  Mesa operates as US Airways Express, Delta Connection,
and United Express under contractual agreement with US Airways,
Delta Air Lines, and United Airlines, respectively, and
independently as Mesa Airlines and go!  On June 9, 2006, Mesa
launched inter-island Hawaiian service as go! --
http://www.iflygo.com/ This new operation links Honolulu to the  
neighbor island airports of Hilo, Kahului, Kona and Lihue.  The
company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 5,000 employees and generates revenue in excess
of $1 billion annually.

                         About Delta Air

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

                         Plan Update

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the adequacy of the
Debtors' disclosure statement.  The hearing to consider
confirmation the Debtors' plan is scheduled on April 25, 2007.


DELTA AIR: Amends Fixed-Free Agreements with Republic Airways
-------------------------------------------------------------
Republic Airways Holdings Inc.'s operating subsidiaries Chautauqua
Airlines and Shuttle America have amended their fixed-fee
agreements with Delta Air Lines Inc.  Currently the two airlines
operate a total of 55 Embraer regional jets on behalf of Delta,
which represents approximately 30% of Republic Airways' current
fleet.  The amended agreements are subject to bankruptcy court
approval.  Key terms of the amended agreements are:

   -- Beginning in September 2008, all 15 thirty-seven-seat E135
      aircraft currently operated by Chautauqua will be removed
      from the Delta Connection program at a rate of 2 aircraft
      per month;

   -- Reimbursement on Chautauqua's remaining 24 fifty seat E145
      and Shuttle America's 16 seventy seat E170 aircraft will be
      permanently reduced by approximately 3%, effective on the
      latter of the court approval date or May 1, 2007;

   -- Delta will surrender 100% of its warrants on approximately
      3.4 million shares of Republic Airways common stock.  These
      warrants represented approximately 1.0 million shares
      included in the company's diluted share count at Dec. 31,
      2006; and

   -- Republic Airways will be granted a pre-petition, unsecured,
      general claim in the amount of $91 million in Delta's
      Chapter 11 bankruptcy case.

"Republic Airways is pleased to support Delta Air Lines in their
restructuring efforts," Bryan Bedford, Chairman, President and CEO
of Republic Airways Holdings, said.  "The affirmation of our
amended Chautauqua Airlines and Shuttle America jet service
agreements is a positive development for our employees and
shareholders."

"We are pleased to have secured the support of our trusted partner
Republic Airways, helping us to successfully compete in the
current environment while meeting our restructuring goals," Shawn
Anderson, Delta's Vice President of Delta Connection, said.  "The
Republic management team and its employees have proven to be a
great partner that delivers a consistent quality experience to our
passengers at competitive costs.  We look forward to a long and
fruitful partnership."

                     About Republic Airways

Based in Indianapolis, Indiana, Republic Airways Holdings
(NASDAQ:RJET) is an airline holding company that owns Chautauqua
Airlines, Republic Airlines and Shuttle America.  The airlines
offer scheduled passenger service on over 1,000 flights daily to
93 cities in 36 states, Canada and Mexico through airline services
agreements with six major U.S. airlines.  All of the airlines'
flights are operated under their airline partner brand, such as
AmericanConnection, Delta Connection, United Express, US Airways
Express, Continental Express and Frontier Airlines.  The airlines
currently employ approximately 3,800 aviation professionals and
operate 181 regional jets.  With the affirmation of these two jet
service agreements, Republic Airways will operate under fixed-fee
agreements for 6 different airline partners with expiration terms
ranging from 2012 to 2020.

                         About Delta Air

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

                         Plan Update

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the adequacy of the
Debtors' disclosure statement.  The hearing to consider
confirmation the Debtors' plan is scheduled on April 25, 2007.


DILLARDS INC: Earns $155 Million in Period Ended February 3
-----------------------------------------------------------
Dillards Inc. reported net income of $155 million for the
14 weeks ended Feb. 3, 2007, compared to net income of
$98.5 million for the 13 weeks ended Jan. 28, 2006.

Included in net income for the 14 weeks ended Feb. 3, 2007, is a
pretax interest credit of $10.5 million and a net income tax
benefit of $64 million.

Included in net income for the 13 weeks ended Jan. 28, 2006, are
pretax impairment charges of $55.3 million.  Also included in net
income for the 13 weeks ended Jan. 28, 2006, is a $28.2 million
hurricane recovery gain and a net $35.1 million tax benefit
recorded due to the sale of a subsidiary by the company.

Net income for the 53 weeks ended Feb. 3, 2007, was $245.6 million
compared to net income of $121.5 million for the 52 weeks ended
Jan. 28, 2006.

Included in net income for the 53 weeks ended Feb. 3, 2007, are
the following items:

  -- The above-mentioned pretax interest credit of $10.5 million   
     and a net income tax benefit of $64 million which includes
     $18.3 million for the change in a capital loss valuation
     allowance.  Both the pretax interest credit and the income
     tax benefit are related to statute expirations and audit
     settlements with federal and state authorities for multiple
     tax years.

  -- A pretax gain on the sale of the company's interest in a mall
     joint venture of $13.5 million.

  -- Settlement proceeds of $6.5 million received from the Visa
     Check/Mastermoney Antitrust litigation.

  -- A pretax charge of $21.7 million for a memorandum of
     understanding reached in a litigation case.

  -- Recognition of an income tax benefit of approximately
     $5.8 million for the change in a capital loss valuation
     allowance due to capital gain income and $6.5 million due to
     the release of tax reserves.

Net sales for the 14 weeks ended Feb. 3, 2007, were $2.4 billion,
compared with net sales for the 13 weeks ended Jan. 28, 2006, of
$2.338 billion.  

Net sales for the 53 weeks ended Feb. 3, 2007, were
$7.647 billion, compared with net sales for the 52 weeks ended
Jan. 28, 2006 of $7.56 billion.  

Gross margin declined 80 basis points of sales for the 14 weeks
ended Feb. 3, 2007, compared to the 13 weeks ended Jan. 28, 2006.
The decline is due to a $28.2 million hurricane recovery gain
recorded in the prior year fourth quarter related to insurance
settlements received covering inventory losses incurred in the
2005 hurricane season.  Excluding the effect of the prior year
insurance gain, gross margin improved 40 basis points of sales
during the 14 weeks ended Feb. 3, 2007, as a result of the
company's disciplined approach to merchandise and inventory
control during the period.  Exclusive of the prior year effect of
the insurance gain, lower markdowns were partially offset by lower
markups during the period.

Advertising, selling, administrative and general expenses were
$577.6 million and $552.5 million for the quarters ended
Feb. 3, 2007, and January 28, 2006, respectively.  The increase
primarily reflects the additional expense of a 14th week of
operations compared to 13 weeks in the prior year.  Additionally,
as a result of the company's improved performance during the year,
incentive compensation to store managers, merchants and management
significantly increased during the fourth quarter.  Partially
offsetting the increase in SG & A expenses are significant savings
in workers' compensation and general liability expense due to more
efficient claims management and advertising expense savings
arising from the company's repositioning of its advertising
efforts.

Interest and debt expense was $26.5 million for the 14 weeks ended
Feb. 3, 2007, and $26.4 million for the 13 weeks ended
Jan. 28, 2006.  As of Feb. 3, 2007, letters of credit totaling
$76.8 million were outstanding under the company's $1.2 billion
revolving credit facility.

                        About Dillard's Inc.

Headquartered in Little Rock, Arkansas, Dillards Inc. (NYSE: DDS)
-- http://www.dillards.com/-- is one of the nation's largest  
fashion apparel and home furnishing retailers.  The company's
stores operate with one name, Dillard's, and span 29 states.  
Dillard's stores offer a broad selection of merchandise, including
products sourced and marketed under Dillard's exclusive brand
names.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2006,
Moody's Investors Service affirmed its B2 Corporate Family Rating
for Dillards Inc.


DLJ COMMERCIAL: Fitch Holds B- Rating on $15.6MM Class B-7 Certs.
-----------------------------------------------------------------
Fitch upgrades DLJ Commercial Mortgage Corp.'s commercial mortgage
pass-through certificates, series 1998-CG1:

   -- $66.5 million class B-4 to 'A+' from 'A-';
   -- $15.6 million class B-5 to 'A-' from 'BBB'.

In addition, Fitch affirms these classes:

   -- $641.6 million class A-1B at 'AAA';
   -- $39.1 million class A-1C at 'AAA';
   -- Interest-only class S at 'AAA';
   -- $39.1 million class A-2 at 'AAA';
   -- $78.2 million class A-3 at 'AAA';
   -- $23.5 million class A-4 at 'AAA';
   -- $70.4 million class B-1 at 'AAA';
   -- $23.5 million class B-2 at 'AAA';
   -- $15.6 million class B-3 at 'AAA';
   -- $27.4 million class B-6 at 'BB+'; and
   -- $15.6 million class B-7 at 'B-'.

Fitch does not rate the $13.8 million class C certificates.  Class
A-1A has been paid in full.

The upgrades are the result of increased subordination levels due
to additional paydown and defeasance since Fitch's last rating
action.  To date, 62 loans (33.9%) have defeased.  As of the
February 2007 distribution date, the pool's aggregate certificate
balance has decreased 31.6% since issuance to $1.07 billion from
$1.56 billion.

Currently, there is one asset in special servicing with minimal
losses expected.  The loan is secured by a retail property located
in Jackson, Mississippi.  The decline in occupancy is a result of
the anchor tenant, which occupied 72% of the center, vacating in
early 2006.  The special servicer is marketing the property.  
Fitch expects losses will be absorbed by the non-rated class C.

The transaction's three credit assessed loans (12.7%) remain
investment grade due to their stable performance.  One of the
loans, Resurgens Plaza, has fully defeased.

Rivergate Apartments (7.4%) is an apartment property located in
Manhattan, New York.  As of March 2007, the property's occupancy
has remained at 97% since issuance.

The Camargue (2.3%) is an apartment property also located in
Manhattan.  As of March 2007, the property's occupancy is 96%
compared to 99% at issuance.


DOLLAR GENERAL: Inks $7.3 Billion Agreement 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, the shareholders of Dollar
General 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," said David A. Perdue, Chairman
and Chief Executive Officer of Dollar General.  "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."

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.

Michael M. Calbert, a Member of KKR, said, "Dollar General is an
outstanding company with a strong market presence and a rich
legacy.  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 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.

Goodlettsville, Tenn.-based Dollar General Corp. (NYSE: DG) --
http://www.dollargeneral.com/-- is a Fortune 500(R) discount   
retailer with 8,276 neighborhood stores as of Nov. 24, 2006.  
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, house
wares, and seasonal items at everyday low prices.

                         *     *     *

Moody's Investors Service confirmed Dollar General Corp.'s Ba1
corporate family rating and downgraded its Ba1 rating on the
company's $200 million 8-5/8% senior unsecured notes to Ba2 in
connection with the rating agency's implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology.


DOMINO'S PIZZA: Accepts $30 Per Share Tender Offer
--------------------------------------------------
Domino's Pizza, Inc. disclosed the final results of its modified
"Dutch auction" equity tender offer, which expired at 5:00 p.m.,
Eastern time, on March 9, 2007.  In accordance with the terms and
subject to the conditions of the offer, Domino's Pizza has
accepted for purchase 2,242 shares of its common stock, at a
purchase price of $30 per share, for a total purchase price of
$67,260.  All shares purchased in the tender offer will receive
the same price.  Domino's Pizza is pleased with the results of the
tender offer and will continue with its recapitalization plan.

Payment for shares accepted for purchase will be made promptly by
American Stock Transfer and Trust Company, the depositary for the
tender offer.

J.P. Morgan Securities Inc., Lehman Brothers Inc. and Merrill
Lynch & Co. acted as dealer managers for the tender offer.  The
information agent for the tender offer was MacKenzie Partners,
Inc.  The depositary for the offer was American Stock Transfer and
Trust Company.

Persons with questions regarding the tender offer should contact
MacKenzie Partners, Inc. at (800) 322-2885 (toll free) or (212)
929-5500 (collect).

                      About Domino's Pizza

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

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


E*TRADE FIN'L: Sells Part of E*Trade Australia Stake
----------------------------------------------------
E*Trade Financial Corp. has sold more than one-third of its 6.5%
stake in takeover target E*Trade Australia Ltd., a sign the U.S.
company won't vie with Australia & New Zealand Banking Group Ltd.
for the online broker, the Wall Street Journal says, citing staff
and wire service reports.

According to the Journal, a notice to the Australian Stock
Exchange showed E*Trade Financial sold A$9.6 million of E*Trade
Australia shares at A$4.18 each.

The E*Trade Financial family of companies provides financial
services including trading, investing, banking and lending for
Retail and Institutional customers.  Securities products and
services are offered by E*Trade Securities LLC (NASD/SIPC Member).  
Bank and lending products and services are offered by E*Trade
Bank, a Federal savings bank, FDIC Member, or its subsidiaries.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Standard & Poor's Ratings Services raised its counterparty credit
rating on E*TRADE Financial Corp. to 'BB-' from 'B+'.  The
outlook is stable.

As reported in the Troubled Company Reporter on June 8, 2006,
Moody's Investors Service upgraded the senior unsecured rating of
E*TRADE Financial to Ba2 from B1.  The rating outlook remains
positive.


E*TRADE FINANCIAL: 2006 Net Income Increases to $629 Million
------------------------------------------------------------
E*TRADE Financial Corp., for the year ended Dec. 31, 2006,
reported a net income of $628.85 million on total net revenues of
$2.42 billion, versus a net income of $430.41 million on total net
revenues of $1.7 billion for the year ended Dec. 31, 2005.

Net operating interest income after provision for loan losses
continues to be the company's largest source of revenue and
represents 56 percent of total net revenue for 2006, an increase
to $1.35 billion for 2006, as compared with $817.08 million in
2005.  

Total expense excluding interest increased to $1.41 billion for
2006, as compared with $1.05 billion in 2005.  

Income tax expense from continuing operations increased to
$302 million for 2006, as compared with 2005.  The increase in
income tax expense was principally related to the increase in pre-
tax income over the comparable periods.  The company's effective
tax rate for 2006 was 32.5 percent, as compared with 34 percent
for 2005.

The company's net gain from discontinued operations was
$2 million for 2006.  During 2006 and 2005, its discontinued
operations included operating results from the company's
professional agency business E*TRADE Professional Trading LLC.  It
recognized a gain of around $2.6 million, net of tax, in 2006.

As of Dec. 31, 2006, the company had total assets of $53.73
billion and total liabilities of $49.54 billion, resulting to
total shareholders' equity of $4.19 billion.

The company recorded accumulated other comprehensive loss of
$201.47 million as of Dec. 31, 2006, versus $175.71 million a year
earlier.  Unrestricted cash and cash equivalents totaled
$1.21 billion in 2006.

                 Significant Events of Year 2006

The company purchased RAA, a Dallas, Texas-based investment
advisor managing over $1 billion in assets, in the third quarter
of 2006.

On Dec. 27, 2006, the company moved the listing of the Company's
common stock from the NYSE to the NASDAQ under the symbol ETFC.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b5e

                          Corporate Debt

The company has senior notes, mandatory convertible notes, and
convertible subordinated notes that amounted to $1.84 billion as
of Dec. 31, 2006.  Its senior notes, with an aggregate amount of
$1.4 billion, consisted of 8% Senior Notes Due June 2011, 7-3/8%
Senior Notes due September 2013, and 7-7/8% Senior Notes Due
December 2015.  All of the senior notes are unsecured and will
rank equal in right of payment with all of the company's existing
and future unsubordinated debt and will rank senior in right of
payment to all existing and future subordinated debt of the
company.

The company's issued 6-1/8% Mandatory Convertible Notes Due
November 2018 with a face value of $450 million in November 2005.  
Its 6% Convertible Subordinated Notes Due February 2007 has an
aggregate principal amount of $650 million.

In September 2005, the company entered into a $250 million, three-
year senior secured revolving credit facility and was secured by
certain company assets.  The facility is for general corporate
purposes, including regulatory capital needs arising from
acquisitions.  

Draws under the secured facility bear interest, at the company's
option, at adjusted LIBOR plus 2% or prime plus 1%.  Undrawn
facility funds currently bear commitment fees of 0.25% per annum
payable quarterly in arrears.  At Dec. 31, 2006, no amounts were
outstanding under this credit facility.  

As of Dec. 31, 2006, the Company was in compliance with all
covenants under its corporate senior debt.

                     About E*TRADE Financial

E*TRADE Financial Corp. (NasdaqGS: ETFC) -- http://www.etrade.com/
-- offers retail investing and trading products and services,
including automated order placement and execution of market and
limit equity, futures, options, exchange-traded funds, and bond
orders; real-time streaming quotes, commentary, and news; advanced
trading platforms for traders; personalized portfolio tracking;
and access to about 7,000 nonproprietary and proprietary mutual
funds.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Standard & Poor's Ratings Services raised its counterparty credit
rating on E*TRADE Financial Corp. to 'BB-' from 'B+'.  The
outlook is stable.

As reported in the Troubled Company Reporter on June 8, 2006,
Moody's Investors Service upgraded the senior unsecured rating of
E*TRADE Financial to Ba2 from B1.  The rating outlook remains
positive.


EL PASO CORP: Moody's Lifts Corporate Family Rating to Ba3 from B2
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the debt and
supported obligations of parent company El Paso Corporation
(Corporate Family Rating to Ba3 from B2).

Moody's also upgraded El Paso's four fully-owned pipeline
subsidiaries:

   * El Paso Natural Gas Company
   * Southern Natural Gas Company
   * Tennessee Gas Pipeline Company
   * Colorado Interstate Gas Company

The subsidiaries' senior unsecured ratings are upgraded to Baa3
from Ba1.  

The Ba3 Corporate Family Rating of El Paso Exploration &
Production Company were confirmed.  

The rating outlook is positive for the El Paso family of
companies.  

The pipelines' Corporate Family and Loss Given Default ratings
were withdrawn as a result of their upgrade to investment grade.
These rating actions end a review for possible upgrade begun on
Feb. 28, 2007, and follow El Paso's disclosure of using up to
$3.3 billion of the ANR Pipeline sale proceeds to retire parent
company debt.

"El Paso is a recovering credit," says Moody's Vice President
Mihoko Manabe.  "The pace of recovery could quicken with the
decrease in interest expense that will follow the debt retirement,
if not held back by E&P."

After nearly five years of financial distress and company
restructuring, El Paso returned to profitability in 2006 and looks
capable of sustaining it, now with lower debt, its exit from
non-core businesses substantially complete, and the elimination of
a number of its contingent liabilities.

The retirement of approximately $3 billion of debt and the
elimination of $744 million of ANR debt would reduce almost a
quarter of El Paso's consolidated debt and interest expense,
though the company would still be leveraged on an absolute basis
with $12 billion of debt.  Holding all else equal with EBIT at
2006 levels, EBIT/interest coverage ratios would improve by about
a third from 1.4x in 2006 to 1.9 times.

The upgrade in El Paso's Ba3 Corporate Family Rating reflects its
progress in decreasing parent-level debt and legacy energy
merchant assets and obligations.  The gap between the parent's and
the pipelines' Corporate Family Ratings has narrowed from four to
three notches, the parent's rating more reflecting the
investment-grade credit qualities of pipeline subsidiaries that
make up the majority of El Paso's consolidated cash flow and
enterprise value.  The notching of ratings among El Paso and its
pipeline subsidiaries may get closer over time if El Paso
continues to regain financial health and to progress toward
investment-grade status.

Less burdened now by parent debt, the pipelines' ratings are
lifted into investment grade.  However, at Baa3 the pipelines
remain rated lower than they would be on a standalone basis
because of their ownership by the Ba3-rated El Paso.  If the
pipelines were rated on a standalone basis, their strong market
positions and solid financial performance would indicate an
average rating of Baa1 according to Moody's rating methodology for
pipelines.

El Paso's ratings remain constrained by the relative operational
weaknesses of E&P and the parent debt's structural subordination
to subsidiary debt, particularly E&P's over $1 billion of debt.
E&P's Ba3 Corporate Family Rating benefits from an affiliation
with an improving parent company.  On a standalone basis, E&P
would be B1 at best, based on its very high F&D costs and weak
reserve replacement record.

The positive outlook acknowledges the upward momentum in El Paso's
credit quality that could result in further upgrade of its ratings
in the next 12 months if E&P demonstrates sufficient progress in
meeting the company's production volume targets and improving its
cash-on-cash returns as measured by the leveraged full-cycle
ratio.

El Paso's credit facilities were upgraded to Ba1, LGD2, 26% from
Ba3, LGD2, 26% and its senior unsecured debt was upgraded to Ba3,
LGD4, 51% from B2, LGD4, 52%.  The 4.75 % Trust Convertible
Preferred Securities of El Paso Energy Capital Trust I were
upgraded to B2, LGD6, 96% from Caa1, LGD6, 96%.  The senior
unsecured debentures of El Paso Tennessee Pipeline Co. were
upgraded to Ba3, LGD4, 51% from B2, LGD4, 52%.  

The Performance-Linked Trust Securities of El Paso Performance-
Linked Trust were upgraded to Ba3, LGD4, 51% from B2, LGD4, 52%.

These are the rating actions:

Upgrades:

   * El Paso Corporation

      -- Corporate Family Rating, Upgraded to Ba3 from B2

      -- Subordinate Conv./Exch. Bond/Debenture, Upgraded to B2
         from Caa1

      -- Senior Secured Bank Credit Facility, Upgraded to Ba1 from
         Ba3

      -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
         Ba3 from B2

      -- Senior Unsecured Medium-Term Note Program, Upgraded to a
         range of 51 - LGD4 to Ba3 from a range of 52 - LGD4 to B2

      -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
         from B2

Headquartered in Houston, Texas, El Paso Corporation is engaged
principally in natural gas transmission and production.


ENERGY PARTNERS: S&P Cuts Corporate Credit Rating to B from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Gulf of Mexico-focused independent exploration and
production company Energy Partners Ltd. to 'B' from 'B+'.

The downgrade follows the company's report that it has concluded
its strategic review process.  Consequently, management will
proceed with a $200 million share repurchase program.  At the same
time, Standard & Poor's revised the CreditWatch implications on
the company from developing to negative.

As of Dec. 31, 2006, New Orleans, La.-based Energy Partners had
$317 million in long-term debt and proved reserves of 58 million
barrels of oil equivalent (51% oil; 76% proved developed).

Energy Partners reported that it has not received a definitive
offer from a third-party buyer.  The strategic review process
followed Energy Partners' failed bid to acquire rival Stone Energy
Corp. and the recent expiration of ATS Inc.'s hostile bid to
acquire Energy Partners in late 2006.

"The downgrade reflects an expected further increase to debt
leverage over the near term and ongoing concern regarding the
company's ability to improve operating performance over the
intermediate to longer term," said Standard & Poor's credit
analyst Jeffrey Morrison.

The negative CreditWatch listing reflects the likelihood that
ratings could be either affirmed or lowered in the near term.
Standard & Poor's  expect to resolve the CreditWatch listing after
meeting with management to gain greater clarity regarding
permanent financing plans and other capital structure
considerations, operational expectations for the company in the
upcoming year, the expected timing of planned asset sales, and
future financial policy.


FORD MOTOR: Mulally Says Company Has Realistic Business Plan
------------------------------------------------------------
Ford Motor Co. Chief Executive Alan Mulally told Congress on
Wednesday that the company has a strong and realistic plan to turn
around its troubled business, Reuters reports.

According to the report, Mr. Mulally said in written testimony for
a U.S. House of Representatives Energy and Commerce subcommittee
that Ford's business strategies must be flexible.

Reuters also cited Mr. Mulally as saying that the plan is
beginning to show results in strong sales of vehicles like the new
Edge crossover.

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

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

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

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

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

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

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

                       About Ford Motor Co.

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

                          *     *     *

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

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

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


FORD MOTOR: UAW Local 863 Wins New Investment in Sharonville Plant
------------------------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America members at Local 863 in
Sharonville, Ohio, have secured an agreement from Ford Motor Co.
to invest $200 million for retooling to build a new, fuel-
efficient transmission, union officials said.

"This shows what we can accomplish when we work together to
preserve good-paying manufacturing jobs in the United States," UAW
President Ron Gettelfinger said.

"Our members earned this agreement," UAW Vice President Bob King
added.  "Ford understands our extraordinary commitment to world-
class productivity and efficiency."

"This is great news for our members, for Ford Motor Co. and for
our communities," said Lloyd Mahaffey, director of UAW Region 2B,
which covers the state of Ohio.

"Our members build world-class quality, and this is a great
opportunity to build the fuel-efficient transmissions that will
power the Ford vehicles of the future."

                       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.


FORD MOTOR: Investors Speculate on Jaguar & Land Rover Sale
-----------------------------------------------------------
Ford Motor Company's recent sale of its Aston Martin brand has led
investors to wonder if the automaker will capitalize on the
current popularity of luxury brands and market its British Jaguar
and Land Rover units, John D. Stoll writes for the Wall Street
Journal.

As reported in the TCR-Europe on March 13, 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 (US$925 million).

Ford has said before that it isn't putting its Jaguar and Land
Rover brands on the market right now, although the company has not
closed the doors on a sale as it is still considering its options,
WSJ states.

Ford CEO Alan Mulally revealed in January that he might consider
selling the company's Jaguar brand, threatening about 8,000 car
workers' jobs.

According to the WSJ report, analysts say there has been a higher
demand for luxury cars lately as compared with light vehicles,
signaling a marked boost in the luxury goods market.

However, selling the Jaguar and Land Rover units may prove to be
quite the challenge for Ford and potential investors, as it would
dismantle the Premier Automotive Group strategy, which the company
introduced in 1999 to cash in on the boom in luxury-car demand,
WSJ relates.

Jaguar is part of the Premier Automotive Group -- the organization
under which all of Ford's European brands are grouped -- including
other brands like Volvo and Land Rover.

In Ford's second quarter results, the segment incurred US$180
million in net loss.  The company's management said the decline in
earnings in the PAG segment primarily reflected unfavorable
currency exchange related to the expiration of favorable hedges,
adjustments to warranty accruals for prior model-year vehicles,
mainly at Land Rover and Jaguar, and lower market share at Volvo
associated with new model changeovers, offset partially by
favorable product and market mix and lower overhead costs.

                       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.


FORD MOTOR: DBRS Says Aston Sale May Not Warrant Rating Actions
---------------------------------------------------------------
Dominion Bond Rating Service said that Ford Motor Company has
announced that it has entered into a definitive agreement to sell
Aston Martin to a consortium of investors in a transaction valued
at $925 million.  Ford will also retain a $77 million investment
in Aston Martin.

DBRS believes that the sale is beneficial to Ford but is not
material enough to warrant any rating actions.  The transaction is
expected to close during the second quarter of 2007 and is subject
to customary closing conditions, including applicable regulatory
approvals.

Ford had announced on August 2006 that it intended to explore
strategic options for the Aston Martin business as part of the
company's plan to restructure its automotive operations.  DBRS
believes the transaction is a positive development.  The proceeds
from the sale will add to the company's liquidity to fund the
execution of the "Way Forward" plan, Ford's restructuring program
to restore its North American automotive operations.  Aston Martin
competes in the luxury segment, which is not a critical component
to the success of Ford's automotive operations.  The divestiture
of Aston Martin will have minimal negative impact on the company's
profitability.  The conclusion of the sale will also remove a
distraction from senior management.

Nevertheless, DBRS notes that Ford continues to face significant
challenges to turn around its deteriorating performance.  The
company has indicated that its North American operations are not
expected to be profitable before 2009.  These concerns are
reflected in the Negative trend on the ratings of Ford and its
finance subsidiaries.  To change the trend to Stable, the Company
needs to demonstrate consistent progress in executing its Way
Forward plan in its North American operations.

More importantly, the company's UAW contract expires in September
2007.  The company needs to secure a new labour agreement with the
UAW, addressing issues such as "jobs bank" and inflexible work
rules, to enable it to become competitive with the Asian producers
without any extended labour disruptions.  Conversely, any signs of
stalling in executing the Way Forward plan and disruptive labour
actions during contract negotiations may lead to negative rating
actions.


GENERAL MOTORS: 2006 Net Loss Decreases to $2 Billion
-----------------------------------------------------
General Motors Corp. reported net income for 2006, excluding
special items, of $2.2 billion, compared with a net loss of
$3.2 billion in 2005, marking a $5.4 billion improvement.

Including special items, GM had a net loss of $2.0 billion for
2006, compared with a net loss of $10.4 billion in the year-ago
period.  GM earned record revenue of $207 billion in 2006,
compared with $195 billion in 2005.

"We needed 2006 to be a big year, and it was," GM Chairman and CEO
Rick Wagoner said.  "Our performance last year reflects the
significant progress we've made toward transforming GM into a more
competitive, global business focused on long-term, sustainable
success.  The improvement is a credit to our employees, union
partners, dealers and suppliers worldwide.  It's also validation
that our strategy is working, and faster than many people thought
possible."

"But nobody at GM is declaring victory, because we all know there
is still a lot more work to do to achieve our goals of steady
growth, solid profitability and positive cash flow generation.
We're confident that the momentum we generated in 2006 will
continue to build through this year and beyond," Mr. Wagoner
added.

GM's net income in the fourth quarter 2006 was $180 million
excluding special items.  These results compare to a net loss of
$936 million in the year ago period.  Including the net favorable
effect of all special items, GM's net income was $950 million in
the fourth quarter of 2006, compared with a loss of $6.6 billion
in the fourth quarter of 2005.  GM had revenue of $51.2 billion in
the fourth quarter 2006, compared with $51.7 billion in the same
period a year ago, with the decline more than accounted for by the
exclusion of GMAC revenue starting Dec. 1, 2006.

The reported results for the fourth quarter 2006 include special
items totaling $770 million after tax.  These are primarily
attributable to gains related to GMAC transaction-related items
and the sale of the GM desert proving ground property, partially
offset by costs related to previously announced GM restructuring
items.  

                     GM Automotive Operations

Net income from global automotive operations for 2006 improved by
more than $5.7 billion, totaling $422 million on an adjusted
basis, excluding special items (reported net loss of $3.2
billion).  Adjusted net income for GM's automotive operations in
the fourth quarter 2006 was $228 million (reported net income of
$194 million), compared with an adjusted loss of $1.2 billion in
the year-ago period.

GM sold 9.1 million vehicles worldwide in 2006.  For the second
consecutive year, unit sales outside of the U.S. surpassed
domestic sales with almost 5 million units, or 55 percent of
global volume.  GM Europe (GME), GM Asia Pacific (GMAP), and GM
Latin America, Africa and the Middle East (GM LAAM) all set
regional sales records, with GME exceeding 2 million units, GMAP
topping 1.25 million units, and LAAM surpassing 1 million units
for the first time.

GM North America (GMNA) posted a $5 billion earnings improvement
in 2006, with an adjusted net loss of $779 million (reported net
loss of $4.6 billion).  In the fourth quarter of 2006, GMNA
recorded its fourth consecutive quarter of more than $1 billion
improvement in adjusted earnings.  GMNA had an adjusted net loss
of $14 million in the fourth quarter 2006 (reported net income of
$50 million), versus an adjusted loss of $1.4 billion in the same
quarter 2005.  The calendar year improvement was realized despite
a 207,000 unit reduction in GMNA production to balance inventory
with deliveries, and reflects continued significant reductions in
structural costs related to health care, manufacturing and
workforce attrition, as well as positive sales mix and the impact
of the company's product and value focused sales and marketing
strategy.

GM reduced structural costs in North America by $6.8 billion in
2006, exceeding its target of $6 billion, and remains on-track to
deliver the previously announced $9 billion of annual structural
cost savings in 2007(versus 2005 structural cost levels).  GM's
progress in globalizing its product development, powertrain and
manufacturing operations, combined with aggressive GMNA turnaround
actions, are driving these significant structural cost reductions.
GM reduced its global automotive structural cost from over 34
percent of revenue in 2005 to 30 percent of revenue in 2006, an
impressive first step toward GM's goal of cutting structural cost
to 25 percent of revenue by 2010.

"We made very significant progress in 2006 toward our 25 percent
structural cost goal," Mr. Wagoner said.  "At the same time, we
continue to invest heavily in future products, technology and
growth markets. GM plans to increase its global capital spending
from $7.5 billion in 2006, to between $8.5 and $9 billion in 2007
and 2008."

GM's commitment to quality and design leadership was reinforced in
2006 with strong consumer and media reception to GM's newest cars
and trucks, including the Chevrolet Tahoe, GMC Yukon, and Cadillac
Escalade full-size utilities; GMC Sierra and Chevrolet Silverado
full-size pickups; the Saturn Aura midsize sedan; Opel Corsa small
car; and the Holden Commodore fullsize sedan.  In addition, early
public reaction to the Saturn Outlook and GMC Acadia midsize
crossovers, introduced late in 2006, has been positive.

GME posted its first full year of profitability since 1999 with
adjusted earnings of $227 million for 2006 (reported net loss of
$225 million).  GME had an adjusted loss of $8 million in the
fourth quarter 2006 (reported net loss of $119 million), compared
to net income of $5 million in the year-ago quarter.  GME revenue
in the fourth quarter 2006 was $9 billion, up from $8.1 billion in
the same quarter 2005.  Contributing to GME's improved performance
during the year was strong revenue growth due to record volume of
over 2 million units, and continued structural cost reductions.

"The actions we've taken in Europe to reduce structural cost and
re-energize our product lineup is making a big impact on the
business," Mr. Wagoner noted.  "And our multi-brand approach in
Europe is really getting traction.  The Opel/Vauxhall brands are
strengthening, led by products like the all-new Corsa and segment-
leading Meriva and Zafira.  And, the Chevrolet brand again
achieved record sales, while Saab and Cadillac also demonstrated
strong growth.  And we're especially pleased with our progress in
Russia, where GM sales grew 73 percent in 2006."

GMAP delivered adjusted earnings of $441 million in 2006 (reported
net income of $1.2 billion), compared with $557 million in 2005,
with the decline totally attributable to the loss of Suzuki equity
income in 2006, as a result of the divestiture of most of GM's
holdings in Suzuki Motor Corp.  For the fourth quarter of 2006,
GMAP's adjusted earnings were $122 million (reported net income of
$135 million), consistent with the same quarter 2005 earnings of
$124 million.  Record 2006 sales of GM Daewoo products contributed
to GM's continued strong performance in the region, headlined by
sales gains of 32 percent in China and 19 percent in Korea.

"The AP region remains the core of GM's global growth strategy.  
In 2006, GM advanced its leading position in China, again
improving its market share to almost 12 percent.  We also
announced plans to add a new assembly plant in India to take
advantage of opportunities in that important market, and we
continue to grow in Korea," Mr. Wagoner said.

GM's LAAM region delivered its best financial performance in 10
years with adjusted earnings of $533 million in 2006 (reported net
income of $490 million), an improvement of $381 million over 2005.
GMLAAM also recorded adjusted and reported fourth quarter earnings
of $128 million, up from adjusted earnings of $63 million in the
same quarter of 2005.  These improvements were driven by record
revenue and volume for the region, and significant gains at GM do
Brasil.

"By cost-effectively leveraging GM's products and resources from
around the world, GM LAAM has been able to take advantage of
growth opportunities throughout the region, achieving milestone
sales of over 1 million units and impressive revenue and profit
results," Mr. Wagoner said.

                               GMAC

On a standalone basis, GMAC Financial Services reported 2006 net
income of $2.1 billion, compared with net income of $2.3 billion
in 2005.  GMAC's operating earnings for 2006, excluding two
significant items, amounted to $2.0 billion, compared to
$2.7 billion of operating earnings in 2005.

For the fourth quarter of 2006, GMAC had net income of
$1.0 billion, up from $112 million in the fourth quarter of 2005.
The 2006 fourth quarter results include a $791 million after-tax
benefit related to deferred tax liabilities that GMAC transferred
to GM when GMAC converted to a Limited Liability Company (LLC).
Conversely, fourth quarter 2005 results included the impact of
goodwill impairment charges of $439 million after-tax.  Excluding
the LLC benefit, GMAC operating earnings for the fourth quarter
2006 were $225 million, compared to $551 million in the year-ago
period.

On November 30, 2006, GM closed the previously announced
transaction to sell 51 percent controlling interest in GMAC to an
investor consortium led by Cerberus Capital.  As a result of the
closing of the GMAC transaction, GMAC results through November
were fully consolidated in GM's reporting, and December results
were reflected on an equity income basis for GM's remaining
49 percent interest.

After adjusting GMAC results for equity income in December,
dividends to GM on preferred stock and various transaction-related
items, GM reported an adjusted net loss of $284 million associated
with GMAC for the fourth quarter 2006, and net income of
$1.5 billion for the calendar year.  Going forward, GM will record
GMAC results on an equity income basis.

Based on GMAC's results, GM will refund approximately $1 billion
to GMAC, in the form of a capital contribution, to restore its
adjusted tangible equity balance as of Nov. 30, 2006, to the
$14.4 billion level that was agreed upon in conjunction with the
51 percent sale of GMAC.  The amount of the refund reflects
reduced tangible book value at Nov. 30, 2006, principally caused
by a deterioration in GMAC's Residential Capital, LLC (ResCap)
earnings, changes in GMAC deferred tax balances and the
restatement of prior financial results.

For additional details on GMAC 2006 fourth quarter and calendar-
year financial results, see the company's earnings release dated
March 13, 2007, on the company web site at http://www.gmacfs.com/

                        Cash and Liquidity

GM achieved positive adjusted operating cash flow for the fourth
quarter 2006 of approximately $300 million, an improvement of
$1.4 billion compared to the fourth quarter 2005.

Cash, marketable securities, and readily-available assets of the
Voluntary Employees' Beneficiary Association (VEBA) Trust totaled
$26.4 billion at December 31, 2006, up from $20.4 billion on
September 30, 2006.  In addition to the impact of favorable
operating cash flow in fourth quarter, this reflects the impact of
distributions received from the closing of the sale of the 51
percent interest in GMAC.

                      Financial Restatements

GM previously disclosed that it had understated its stockholders'
equity as of Dec. 31, 2001, and subsequent periods by
approximately $500 million related to deferred tax liabilities and
taxation of foreign currency translation.  GM confirmed a final
adjustment to stockholders' equity as of January 1, 2002, of
$245 million.

GM also previously disclosed it would be restating its financial
statements for 2002 through the third quarter of 2006 largely due
to hedge accounting.  The following chart provides a summary of
the impact of the restatements on reported net income for the
2002-2006 periods.

          ($Ms) GM Reported Net Income (after-tax GAAP)

                      Q1-Q32006    2005    2004    2003    2002
                      ---------    ----    ----    ----    ----
Previously reported    (3,025)   (10,567) 2,804   3,859   1,574
Adjustments                97       150   (103)   (334)     161
Restated results       (2,928)   (10,417) 2,701   3,525   1,735

These results had no impact on cash flow for any of the restated
periods.  

GM said it will file its annual report on Form 10-K with the
Securities and Exchange Commission today.  

                    $1 Billion GMAC Settlement

As reported yesterday in the Troubled Company Reporter, GM 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 wrote.

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 said, 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 was intended to 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 was intended to provide significant liquidity to
GM that will support its North American turnaround plan, finance
global growth initiatives, and strengthen its balance sheet.

                    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.


GLACIER FUNDING II: Fitch Holds BB Rating on $4MM Class D Notes
----------------------------------------------------------------
Fitch affirms five classes of notes issued by Glacier Funding CDO
II, Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

    -- $293,335,668 class A-1 notes 'AAA';
    -- $70,000,000 class A-2 notes 'AAA';
    -- $65,750,000 class B notes 'AA';
    -- $18,940,258 class C notes 'BBB';
    -- $4,000,000 class D notes 'BB'.

Glacier II is a collateralized debt obligation (CDO) that closed
Oct. 12, 2004 and is managed by Terwin Money Management, LLC.
Glacier II exited its substitution period in February 2007 and
currently contains about 83.8% residential mortgage-backed
securities in its portfolio, with other diversified structured
finance assets & real-estate investment trust (REIT) debt
comprising the remaining portion. Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.

Since Fitch's last rating action in February 2006 the collateral
has continued to exhibit stable performance. The weighted average
rating factor has remained stable at 3.5 ('BBB+/BBB') as of the
most recent trustee report dated February 8, 2007. All
overcollateralization (OC) ratios have increased slightly since
Fitch's last review and remain passing their minimum covenants.
The interest coverage (IC) ratios have decreased slightly since
the last review, but are still above their respective trigger
levels. As of the most recent trustee report there were no
defaulted assets, and approximately 3% of the portfolio was rated
below 'BBB-'.

The ratings of the class A-1, class A-2, and class B notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The ratings of the class C and class D notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


GLACIER FUNDING III: Fitch Holds Rating BB+ on Class D Notes
------------------------------------------------------------
Fitch affirms five classes of notes issued by Glacier Funding CDO
III, Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

   -- $330,071,959 class A-1 notes 'AAA';
   -- $64,114,697 class A-2 notes 'AAA';
   -- $40,605,975 class B notes 'AA';
   -- $24,221,108 class C notes 'BBB'; and
   -- $2,849,542 class D notes 'BB+'.

Glacier III is a collateralized debt obligation that closed July
29, 2005 and is managed by Terwin Money Management LLC.  Glacier
III will exit its substitution period in November 2007 and
currently has a portfolio composed primarily of residential
mortgage-backed securities, with the remaining balance consisting
of diversified structured finance assets and real estate
investment trust debt.  Included in this review, Fitch discussed
the current state of the portfolio with the asset manager and
their portfolio management strategy going forward.

Since Fitch's last rating action in May 2006 the collateral has
continued to exhibit stable performance.  The weighted average
rating factor has remained stable at 3.7 as of the most recent
trustee report dated Jan. 29, 2007.  All overcollateralization
(OC) ratios are currently near the same levels reported at the
time of Fitch's last review and continue to pass their minimum
triggers.  Although the interest coverage (IC) ratios have
decreased slightly since the last review, they are all still
passing their respective trigger levels.  As of the most recent
trustee report there were no defaulted assets, and approximately
2.6% of the portfolio was rated below 'BBB-'.

The ratings of the class A-1 notes, class A-2 notes, and class B
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  The ratings of the class C and class D notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on 2 Cert. Classes
-------------------------------------------------------------
Fitch upgrades GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 2000-C3:

-- $35.1 million class E to 'AAA' from 'AA+'.

Fitch also affirms these classes:

   -- $33.3 million class A-1 at 'AAA';
   -- $851.4 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $54.0 million class B at 'AAA';
   -- $57.1 million class C at 'AAA';
   -- $12.1 million class D at 'AAA';
   -- $19.1 million class F at 'AA-';
   -- $8.0 million class G at 'A+';
   -- $9.9 million class H at 'A';
   -- $25.5 million class J at 'BBB';
   -- $4.5 million class K at 'BBB-';
   -- $9.6 million class L at 'BB';
   -- $15.9 million class M at 'B';
   -- $3.2 million class N at 'B-';
   -- $3.2 million class O at 'CCC';
   -- $12.6 million class S-MAC-1 at 'A-';
   -- $8.9 million class S-MAC-2 at 'BBB';
   -- $5.3 million class S-MAC-3 at 'BB+'; and
   -- $14.1 million class S-MAC-4 at 'BB'.

Fitch does not rate classes P and S-AM. Class S-AM corresponds to
the interest in the subordinate companion loan to the Amerisuites
Portfolio.  Classes S-MAC-1, S-MAC-2, S-MAC-3, and S-MAC-4
represent the interest in the trust fund corresponding to the
junior portion of the MacArthur Center loan.

The rating upgrade reflects increased credit enhancement due to
loan payoffs and scheduled amortization, as well as the additional
defeasance of 12 loans (8%) since the last Fitch rating action.
Forty loans (28.3%) have been defeased to date.  As of the
February 2007 distribution date, the pool's certificate balance
has decreased 9.3% to $1.2 billion from $1.32 billion at issuance.

Currently, there are four specially serviced loans (1%) in the
transaction.  The largest specially serviced loan (0.4%) is a
168,775 square foot retail shopping center in Rockingham, North
Carolina and is 60 days delinquent.  The loan transferred to
special servicing in January 2007 due to payment default.  The
property's anchor tenant vacated in November 2006.  The special
servicer is assessing workout strategies with respect to this
loan.

The second largest specially serviced loan (0.4%) consists of
eleven apartment buildings located around the Quad Cities in
Illinois and Iowa and is in foreclosure.  Fitch-projected losses
on the specially serviced loans are expected to be absorbed by the
nonrated class P.

Fitch reviewed the transaction's three credit assessed loans and
their underlying collateral.  Due to their stable performance, the
senior portions of the loans retain their investment grade credit
assessments.

The Arizona Mills loan (11.5%) is secured by a 1.23 million square
feet regional mall and is located in Tempe, Arizona. Occupancy as
of October 2006 has increased to 98.8% from 97.3% as of year-end
2005.

The MacArthur Center loan (7.9%) is secured by 528,846 sq. ft. in
a 942,662 sf regional mall in Norfolk, Virginia.  Occupancy
remains at 100% as of November 2006, unchanged from YE 2005.

The AmeriSuites loan (2.4%) is secured by eight limited service,
cross-collateralized, cross-defaulted hotels located in eight
states.  As of September 2006, the occupancy remains stable at
72%, compared with 71% as of September 2005.


GMAC: Fitch Affirms Long-Term Issuer Default Rating at BB+
----------------------------------------------------------
Fitch Ratings has affirmed GMAC LLC's long-term Issuer Default
Rating at 'BB+' and maintains the Positive Rating Outlook.
Approximately $100 billion of debt is affected by this action.  A
complete list of ratings is detailed at the end of this release.

The affirmation follows the release of GMAC's 4Q06 and full year
results.  GMAC's results reflect significant weakness from its
wholly owned subsidiary, Residential Capital LLC, as well as
restatements for FAS 133-Accounting for Derivatives and Hedging
Activities.  In addition, GMAC stated that General Motors will
contribute approximately $1.0 billion to GMAC as a purchase price
adjustment, which will be paid at the end of the first quarter.

During the quarter, GMAC incurred a few material one-time gains
and losses.  First, the company recognized a $791 million benefit
related to its conversion to a limited liability company.  The
company also recognized a $568 million gain in its insurance
business due to a rebalancing of the company's investment
portfolio from equity into fixed income.  GMAC also incurred
charges related to the transaction with Cerberus, which affected
the automotive finance business.  GMAC's full-year results also
reflect goodwill writedowns of $695 million after-tax. Excluding
these items, Fitch believes operating performance in the
automotive finance and insurance businesses were sound and should
improve over time as the company continues to fully execute its
business plan.  The early returns of GMAC's efforts to diversify
its auto-related business activity have been positive, but come
off a low base.  Fitch's Rating Outlook includes an expectation
that GMAC will continue to develop meaningful and reliable sources
of diversified revenue.

Fitch is affirming GMAC's current ratings and Outlook reflecting
Fitch's view that the company's new ownership remains committed to
improving GMAC's credit profile, expanding diversified financing
and insurance businesses and addressing any weaknesses within the
organization.  Moreover, Fitch believes that GMAC's liquidity
remains solid and improving.  For example, GMAC completed a dealer
floorplan securitization which did not contain a trigger related
to a Chapter 11 bankruptcy.  Nonetheless, Fitch believes that
weakness at ResCap could slow rating momentum at GMAC.

Ratings affirmed with a Positive Rating Outlook:

GMAC LLC
GMAC International Finance B.V.
GMAC Bank GmbH
General Motors Acceptance Corporation, Australia
General Motors Acceptance Corp. of Canada Limited

   -- Long-term IDR 'BB+';
   -- Senior debt 'BB+';
   -- Short-term Issuer 'B'; and
   -- Short-term debt 'B'.

General Motors Acceptance Corp. (N.Z.) Ltd.

   -- Long-Term IDR 'BB+';
   -- Short-term Issuer 'B'; and
   -- Short-term debt 'B'.

GMAC Australia (Finance) Limited
General Motors Acceptance Corporation (U.K.)

   -- Short-term Issuer 'B'; and
   -- Short-term debt 'B'.


GOODYEAR TIRE: Fitch Holds Junk Rating on Senior Unsecured Debt
---------------------------------------------------------------
Fitch Ratings has affirmed ratings for The Goodyear Tire & Rubber
Company and revised the Rating Outlook to Stable from Negative.

   -- Issuer Default Rating 'B';
   -- $1.5 billion first lien credit facility 'BB/RR1';
   -- $1.2 billion second lien term loan 'BB/RR1';
   -- $300 million third lien term loan 'B/RR4';
   -- $650 million third lien senior secured notes 'B/RR4'; and
   -- Senior unsecured debt 'CCC+/RR6'.

Goodyear Dunlop Tires Europe B.V. (GDTE)

   -- EUR505 million European secured credit facilities 'BB/RR1'

At Dec. 31, 2006, GT had approximately $7.2 billion of debt
outstanding, prior to a paydown of bank debt in January.

The revision to a Stable Outlook reflects Fitch's expectation for
further improvement in GT's operating profile as it recovers from
the labor strike and continues to implement its cost-savings plan.
The settlement of the strike at the end of 2006 also served to
mitigate concerns about further deterioration in GT's capital
structure.  Increases in GT's debt during 2006 provided funds to
cover costs of the strike and the establishment of a Voluntary
Employees' Beneficiary Association (VEBA) trust for $1 billion.
The VEBA is subject to government approval and will be funded by
cash and up to $300 million of stock.  Ongoing rating concerns
include high levels of debt that increased temporarily to
$7.2 billion at the end of 2006 from $5.4 billion at the end of
2005.

In addition, GT faces significant cash requirements that could
contribute to negative cash flow in 2007.  These requirements
include pension contributions, capital expenditures, an increase
in working capital requirements as GT rebuilds inventory, and debt
and interest payments.  Cash flow could improve in 2008 when GT
plans to close the Tyler Texas plant and as it realizes additional
cost savings.  GT also expects domestic pension contributions to
decline in 2008.  Other rating concerns include an improving but
still high cost structure in North America, high raw material
costs, weak demand in North America, and competitive pricing in
certain other markets.

These concerns are partly offset by ongoing operating cost savings
and from annual cash savings estimated by GT at $145 million from
the transfer of OPEB liabilities to the VEBA trust.  GT's efforts
to rationalize its operations and build stronger marketing
capabilities were partly reflected in its 2006 results that
included record sales of $20 billion.  Improved pricing and
product mix contributed to a 7% increase in revenue per tire and
helped offset the negative impact on revenue from lower tire unit
sales.  Operating profit was significantly affected by strike
costs of approximately $361 million in 2006, and GT estimates
additional strike-related costs in 2007 will be $205 million to
$240 million.

Liquidity at the end of 2006 included cash balances of
$3.9 billion, part of which was used in January 2007 to pay down
$873 million on GT's $1.5 billion first lien credit facility.
Remaining cash will be available to help fund the VEBA trust,
pension contributions (estimated by GT at $700 million-$750
million in 2007 including $550 million-$575 million for domestic
plans), and capital expenditures of $750 million-$800 million. GT
also had $660 million of current debt at the end of 2006.
Liquidity could potentially be strengthened from an eventual sale
of the Engineered Products business and from any issuance of
common shares.  Cash proceeds from such sources, together with any
improvement in operating cash flow, could support GT's long-term
plan to reduce leverage substantially from current levels.


GRANITE BROADCASTING: Reports 2006 Net Revenues of $128 Million
---------------------------------------------------------------
Granite Broadcasting Corp. reported fourth quarter and full-year
2006 results.  Net revenue increased to $37.27 million for the
fourth quarter of 2006, as compared with $32.71 million for the
same quarter in 2005.

Decreases in local non-political and national non-political
revenue were more than offset by $5.4 million of incremental
political revenue and the inclusion of the results of the
Binghamton, New York station, which was acquired on July 26, 2006.

Station operating expenses increased to $26.48 million for the
quarter.  Decreases in selling, general and administrative
expenses and reduced programming expense were more than offset by
a non-cash charge in the quarter related to the write down of film
assets at the Company's Detroit station and the inclusion of a
full quarter of operating expenses related to the Binghamton
station.

                        Full Year Results

Net revenue increased to $128.02 million for the full year 2006,
as compare with $117.61 million in 2005.  Decreases in national
non-political revenue and network compensation were more than
offset by $9 million of incremental political revenue and the
inclusion of revenue from the Binghamton station as of July 26,
2006.

Station operating expenses for the full year did not increase
versus the prior year, remaining flat at $92.19 million in 2006,
as compared with $92.18 million in 2005.  Decreases in programming
costs and administrative expenses were offset by the non-cash
write down of film assets at the company's Detroit station and the
inclusion of the operating expenses from the Binghamton station as
of July 26, 2006.

"Revenue from the new station we operate in Binghamton, strong
political revenue and solid non-political local growth,
particularly in Detroit, Duluth and Fresno, all contributed to our
revenue performance.  This combined with prudent cost controls
resulted in a 41 percent increase in Broadcast Cash Flow for
2006," Commenting on the results, W. Don Cornwell, chairman and
chief executive officer, commented.

"Our stations have done a great job overcoming various hurdles in
2006, including a soft automotive advertising market and reduced
network compensation.  Our sales initiatives have added $7 million
in new local direct business this year, and we continue to drive
our local business with many new projects for 2007," John
Deushane, chief operating officer, said.

                    About Granite Broadcasting

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

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

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


GREGG KOECHLEIN: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gregg W. Koechlein
        Diane B. Kennedy
        P.O. Box 34595
        Reno, NV 89533

Bankruptcy Case No.: 07-50228

Chapter 11 Petition Date: March 13, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Michael Lehners, Esq.
                  429 March Avenue
                  Reno, NV 89509
                  Tel: (775) 786-1695
                  Fax: (775) 786-0799

Total Assets: $3,391,115

Total Debts:  $2,734,497

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Blanch Brouilland                Loan                  $110,000
1301 Salem St.
Chico, CA 95928

Bank of America                  Mult. Accounts         $90,000
P.O. Box 17504
Wilmington, DE 19884

Chase                            Mult. Accounts         $65,000
Bank One Card Servicers
800 Brooksedge Boulevard
Westerville, OH 43081

Sierra Cabinets and              Mult. Accounts         $30,000
Closets, Inc.

Cedars-Sinai Medical Center      Medical Bills          $27,000

American Express                 Mult. Accounts         $26,000

Wells Fargo                      Credit Card            $13,776

                                 Mult. Accounts          $6,500

Bank of America                  Credit Card            $15,911

Mercedes-Benz Financial          Lease Deficiency       $15,000

Citicard                         Credit Card            $10,957

Nordstrom                        Credit Card            $10,421

Western Nevada Supply            Items Purchases        $10,384

American Express                 Credit Card             $9,304

Wells Fargo Bank                 Mult. Accounts          $8,000

Whaley Custom Tile               Services                $7,870

3D Electric, LLC                 Services                $5,979

Macy's                           Mult. Accounts          $5,000

WF Finance                       Loan                    $4,688

CSMC Emergency Dept. Phys.       Medical Bills           $3,600


GREY WOLF: Earns $219.9 Million for Fiscal Year 2006
----------------------------------------------------
Grey Wolf, Inc. had a net income of $219.95 million for the year
ended Dec. 31, 2006, versus $120.63 million for the previous year.  
It had revenues of $945.52 million for the year 2006, compared
with $696.97 million for the year 2005.

In 2006, the company recorded $11.89 million in gain on the sale
of assets and $4.15 million in gain on insurance proceeds.

The company's balance sheet as of Dec. 31, 2006, showed
$1.08 billion in total assets and $553.19 in total liabilities,
resulting to $533.79 million in stockholders' equity.

The company increased its cash and cash equivalents to
$229.77 million in 2006 from $173.14 million in 2005.  It also
increased its restricted cash amounts to $817,000 in 2006 from
$780,000 in 2005.

The significant changes in the company's financial position from
Dec. 31, 2005 to Dec. 31, 2006 are an increase in working capital
of $54.3 million, an increase in net property and equipment of
$108.2 million, and an increase in shareholders' equity of
$164.6 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b46

                         New Rig Purchases

During 2006, the company purchased six new 1,500 horsepower rigs
for a total of $91.6 million.  As of Feb. 20, 2007, three of these
rigs were working.  One of the remaining three new rigs is
scheduled for delivery later in the first quarter of 2007, one in
the second quarter, and the last rig is expected by the end of the
third quarter.  After deployment of these rigs our rig fleet will
total 121 rigs.

                       Projections for 2007

During the first quarter of 2007, the company expects to average
108 to 110 rigs working with six to eight of these rigs performing
turnkey services.  In addition, average daywork revenue per rig
day is expected to increase by $200 to $300 with little or no
change in average daywork operating expenses per day as new rigs
enter the market and the effect of the higher term contract
dayrates from the fourth quarter term contract renewals is
realized.

Depreciation expense of about $20.7 million, interest expense of
about $3.5 million and an effective tax rate of about 37 percent
are expected for the first quarter of 2007.  

Based upon the remaining payments for the new rig purchases and
2007 rig activity, capital expenditures for the full year 2007 are
projected to be $130 million to $140 million.

                        About Grey Wolf

Houston, TX-based Grey Wolf, Inc. -- http://www.gwdrilling.com/--  
through its subsidiaries, provides onshore contract drilling
services to the oil and gas industry.  It conducts its operations
primarily in drilling markets of Ark-La-Tex, Gulf Coast,
Mississippi/Alabama, south Texas, Rocky Mountain, and the Mid-
Continent markets in the United States.

                           *     *     *

Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Grey Wolf Inc., and revised its rating on the company's
3.75% Senior Unsecured Guaranteed Convertible Notes Due 2023 to B1
from Ba3.


GS MORTGAGE: Fitch Holds Rating on $28.2MM Class G Certs. at B
--------------------------------------------------------------
Fitch Ratings upgrades GS Mortgage Securities Corp. II 1998-GL II  
commercial mortgage pass-through certificates:

   -- $70.5 million class E to 'AAA' from 'AA';

In addition, these classes are affirmed by Fitch:

   -- $27.5 million class at A-1 'AAA';
   -- $694.3 million class at A-2 'AAA';
   -- $91.6 million class B at 'AAA';
   -- $84.6 million class C at 'AAA';
   -- $98.6 million class D at 'AAA';
   -- $63.4 million class F at 'BBB-';
   -- $28.2 million class G at 'B'; and
   -- Interest-only class X 'AAA'.

The upgrade is due to the defeasance of the URS, Tharaldson A, and
Americold loans and the partial defeasance of the Tharaldson B
loan since Fitch's previous rating action.   As of the February
2007 distribution date, 69.95% of the transaction has defeased, an
increase of 41% since Fitch's previous review.   Through
amortization and earlier payoff of two loans, the balance of the
transaction has declined by 17.8% to $1.16 billion from
$1.41 billion at issuance.

The remaining non-defeased or partially defeased loans include:

   * the Tharaldson B loan (12.9%), of which 41.1% is defeased,          
   * Green Acres Mall (12.1%),
   * Marriott Desert Springs Hotel (7.37%)/, and
   * the Crystal City Pool (5.79%), of which 21.9% has defeased.

All loans, except the Marriott Desert Springs, maintain investment
grade credit characteristics.

While showing improvement in occupancy and income over the past
several years, the Marriott Desert Spring's net cash flow remains
below expectations at issuance largely due to increased expenses.

Occupancy at the Green Acres Mall in Valley Stream, New York was
88% as of November 2006 and recent improvements at the mall have
been completed.   At issuance the mall was 91% occupied.  Year-end
2006 financial information on this loan is not available at this
time.  However, a review of the November 2006 rent roll and
mid-year 2006 financial statements indicate there has not been any
material change in the performance of the property since Fitch's
previous rating action in August 2006.   At that time, Fitch
reported a stressed debt service coverage ratio of 1.91x based on
YE 2005 performance.

The overall occupancy at the Crystal City Pool, two office
buildings in the Arlington VA Pentagon submarket, has declined to
83.9% as of January 2007 as the result of a decline in occupancy
at the 2000 North 15th Street building.   The loan remains on the
servicer's watch list and Fitch will continue to monitor the
loan's performance.


HEALTHSOUTH CORP: Amends Credit Facilities to Lower Interest Rates
------------------------------------------------------------------
HealthSouth Corporation has amended its existing Senior Secured
Credit Facilities to lower the applicable interest rates and
modify certain other covenants.

Amended interest rates on the Term Loan B are LIBOR plus 2.50%.  
The applicable rate on the Tranche A letter of credit facility is
also reduced to 2.5%.  The interest rates on the outstanding
revolving credit facility remain the same.  The amendment also
gives the company the appropriate approvals for its divestiture
activities.

"We are pleased to take this step, which will save the Company
approximately $16 million annually in interest and fees," John
Workman, HealthSouth's Chief Financial Officer, said.  "In
addition, it moves us one step closer to completing the
repositioning plan announced in August 2006."

                         About HealthSouth  

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(OTC Pink Sheets: HLSH) -- http://www.healthsouth.com/-- is the   
largest provider of rehabilitative health care and ambulatory
surgery services in the United States, with 978 facilities and
approximately 33,000 full- and part-time employees.  The company
provides these services through a national network of inpatient
and outpatient rehabilitation facilities, outpatient surgery
centers, diagnostic centers, and other health care facilities.

Health South Corp.'s balance sheet at Dec. 31, 2006, showed
$3.359 billion in total assets, $4.885 billion in total
liabilities, $271.1 million in minority interest, and
$387.4 million in convertible perpetual stock, resulting in a
$2.184 billion total stockholders' deficit.


IIS INTELLIGENT: Wants Shareholders to Vote Against Liquidation
---------------------------------------------------------------
I.I.S. Intelligent Information Systems Ltd. has convened an Annual
General Meeting of Shareholders to be held on April 17, 2007 at
11:30 am Israeli time.  Shareholders of record at the close of
business on March 8, 2007 are entitled to notice of and to vote at
the Meeting.

The main purpose of the meeting is to decide on the proposed
termination of the voluntary liquidation of the company and to
thereby allow the company's executive management to seek to find
and, subject to approval by the company's Board of Directors and
shareholders in accordance with Israeli law, combine with another
business enterprise in order to capitalize on the company's status
as a publicly-traded company in the United States securities
markets having some available cash, and thereby potentially
increase the share price and possibly increase shareholder value.

The Liquidators have reviewed certain potential businesses for
this purpose.  In the opinion of the Liquidators, the most
promising proposal received to date is a possible merger with
Witech Communications Ltd., an Israeli start-up company engaged in
the field of video transmission using wireless communications.  
IIS has signed a non-binding memorandum of agreement with Witech
and its controlling shareholders with respect to a merger with and
into IIS such that, following the merger, shareholders of Witech
will hold 50% of the issued and outstanding shares of IIS.

The shareholders of IIS are not being requested at this stage to
approve a merger with Witech or any other transaction; however, in
the event that the shareholders of the company approve the
termination of the voluntary liquidation proceedings and the
nomination of directors, the company will proceed with its due
diligence regarding Witech, then may proceed to the negotiation
and execution of definitive agreements based on the principle
terms agreed and may provide a bridge loan to Witech in the amount
of $1,500,000.  The definitive merger agreements and related
transactions will be subject to separate shareholder approval.

Other items on the agenda at the meeting are:

   (a) to receive and consider the Liquidator's Report and the
       Audited Consolidated Financial Statements of the company
       and its subsidiary for the years ended Dec. 31, 2004, 2005
       and 2006;

   (b) to appoint directors to the company's Board of Directors
       (including two external directors in accordance with the
       Israeli Companies Law, 1999) to assume office subject to
       the termination of the voluntary liquidation of the company
       and to determine the compensation of the external
       directors;

   (c) to appoint the company's auditors for the fiscal year
       ending Dec. 31, 2007 and to authorize the Board of
       Directors to fix the remuneration of the auditors in
       accordance with the volume and nature of their services,
       and

   (d) to authorize the company to procure Directors and Officers
       insurance.

A full-text copy of the Liquidators Report is available for free
at http://ResearchArchives.com/t/s?1b5a

A full-text copy of the company's 2006 Annual Report is available
for free at http://ResearchArchives.com/t/s?1b5b

A full-text copy of the Notice of Annual General Meeting of
Shareholders is available for free at:

                http://ResearchArchives.com/t/s?1b5c

Headquartered in Ramat Gan, Israel, I.I.S. Intelligent Information
Systems Limited (Pink Sheets: IISLF) -- http://www.iislf.com/--  
is engaged in the development, manufacture, marketing and service
of data communication and intelligent peripheral products targeted
at the International Business Machines mid-range, IBM mainframe
and open systems computing environments.  It owns 25% of Enargis
Storage Solution Ltd., which designs, develops and provides
enterprise storage solutions for the Internet small-computer
systems interface.  It also owns 38.9% of StoreAge Networking
Technologies Ltd., which is engaged in Storage Virtualization
Management technology that develops and provides storage-
networking solutions to the enterprise market with a focus on
storage area network architecture.

The company's agent in the United States is Brown Raysman
Millstein Felder & Steiner LLP located at 900 Third Avenue in New
York City.


INTERACTIVE SYSTEMS: Eisner LLP Raises Going Concern Doubt
----------------------------------------------------------
Eisner LLP in New York raised substantial doubt about Interactive
Systems Worldwide Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2006, and 2005.  The auditor pointed to
the company's net losses, cash outflow, and need for additional
financing to meet its forecasted cash requirements during fiscal
2007.

For the fiscal year ended Sept. 30, 2006, the company reported a
$4,721,000 net loss applicable to common stockholders on $111,000
of revenues, compared with a $7,314,000 net loss on $162,000 of
revenues in the comparable period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $3,172,000
in total assets, $999,000 in total liabilities, and $2,173,000 in
total stockholders' equity.  The company's stockholders' equity at
Sept. 30, 2005, stood at $5,847,000.

The company's accumulated deficit at Sept. 30, 2006, rose to
$25,574,000 compared with $20,874,000 at Sept. 30, 2005.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1b4f

Interactive Systems Worldwide Inc. (Nasdaq: ISWI) designs,
develops, and patents a proprietary software system, the
SportXction System, which enables play-by-play wagering during the
course of live sporting events.  ISWI, through its wholly owned
subsidiary Global Interactive Gaming, operates the SportXction(R)
System in the U.K., in conjunction with established media and
traditional wagering partners.  The system can accept wagers from
the Internet, handheld wireless devices, interactive televisions,
and standalone kiosks.  The system can be used for any live
broadcast event worldwide.


INTERACTIVE SYSTEMS: Posts $1MM Net Loss in 1st Qtr. Ended Dec. 31
------------------------------------------------------------------
Interactive Systems Worldwide, Inc., reported $55,000 in revenues
for the fiscal first quarter ended Dec. 31, 2006, as compared with
$30,000 during the same period in the prior year.  The increase
was due to the company's recent agreement with Hipodromo de Agua
Caliente S.A. de C.V.

Net loss applicable to common stockholders for the three months
ended Dec. 31, 2006, were $1,088,000 compared with $1,303,000
during the same quarter last year.  The decrease in the net loss
is primarily due to the company's cost reduction initiatives and
elimination of its interest expense during this fiscal year.

Since announcing its year-end results, the company has continued
to take action to reduce its expenses, and it estimates that its
cash costs will be approximately $200,000 per month for the
upcoming quarter.

The company has also signed a non-binding letter of intent with
Techmatics Inc. to jointly develop and market a new product that
enables fixed-odds exotic race betting while satisfying pari-
mutuel regulations.  As part of this proposed transaction,
Techmatics would invest $1.8 million in ISWI, in exchange for
2.4 million shares of common stock.

Bernard Albanese, ISWI's chief executive officer, said: "We are
working diligently to improve the company's operating performance
and continue discussions with other potential strategic partners.

"The company is pleased with the early results of our recent
launches with Ladbrokes and Sportingbet and encouraged by the
increases in wagering volume.

"We expect continued increases in revenues in the coming quarters.
We continue to make progress in the marketing efforts of our
SportXction(TM) product, as well as our existing racing product.
We are hopeful that these efforts will lead to one or more
agreements over the next several months."

Based on its current level of revenues and costs, the company
anticipates that its existing resources including the expected
return of a rent deposit for GIG's vacated leased property will be
adequate to fund its capital and operating requirements through
May 31, 2007.

If the $1.8 million investment from Techmatics is received, this
would provide adequate capital to fund the company's current
operations through at least calendar 2007.

The company cannot provide assurance that it will be able to
successfully close the Techmatics transaction or execute an
alternative strategic transaction, or that revenues will
significantly increase.

Cost of revenues for the three months ended Dec. 31, 2006, was
$126,000, as compared with $168,000 during the same period in the
prior year.  The decrease in Fiscal 2007 was primarily due to
lower amortization expenses associated with capitalized product
enhancements that had become fully amortized.

Research and development expense for the three months ended
Dec. 31, 2006, was $111,000, as compared with $269,000 during the
same period in the prior year.  The decrease in Fiscal 2007 was
primarily due to certain development costs, which met the criteria
for capitalization and lower payroll costs.

General and administrative expenses for the three months ended
Dec. 31, 2006, were $860,000, as compared with $781,000 during the
same period in the prior year.  The increase was primarily due to
a provision for anticipated costs associated with GIG's terminated
office lease and increased non-cash compensation expense
associated with warrants and common stock which were issued to
consultants during the second half of Fiscal 2006, partially
offset by lower payroll costs.

Interest income for the three months ended Dec. 31, 2006, was
$21,000, as compared to interest expense of $49,000 during the
same period in the prior year.  In Fiscal 2007, interest earned
represents interest earned from cash and short-term investments.  
In Fiscal 2006, the company incurred non-cash interest expense
from its outstanding Debentures, which was satisfied through the
issuance of shares of Common Stock.

Other income for the three months ended Dec. 31, 2005, represents
the change in value of the company's liability associated with the
registration rights agreements entered in connection with its
private placements.

As of Dec. 31, 2006, the company had liquid resources totaling
$1,239,000.  These include cash and cash equivalents in the amount
of $739,000 and investments in the amount of $500,000.  

Investments at Dec. 31, 2006, consist of Auction Rate Securities
issued by corporate entities with remaining auction days less than
28 days.

At Dec. 31, 2006, the company's balance sheet showed $2,343,000 in
total assets, $1,147,000 in total current liabilities, and
$1,196,000 in total stockholders' equity.

Full-text copies of the company's fiscal first quarter financials
are available for free at http://ResearchArchives.com/t/s?1b50

Interactive Systems Worldwide Inc. (Nasdaq: ISWI) designs,
develops, and patents a proprietary software system, the
SportXction System, which enables play-by-play wagering during the
course of live sporting events.  ISWI, through its wholly owned
subsidiary Global Interactive Gaming, operates the SportXction(R)
System in the U.K., in conjunction with established media and
traditional wagering partners.  The system can accept wagers from
the Internet, handheld wireless devices, interactive televisions,
and standalone kiosks.  The system can be used for any live
broadcast event worldwide.

                        Going Concern Doubt

Eisner LLP in New York raised substantial doubt about Interactive
Systems Worldwide Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2006, and 2005.  The auditor pointed to
the company's net losses, cash outflow, and need for additional
financing to meet its forecasted cash requirements during fiscal
2007.


ISORAY INC: Posts $1.9 Million Net Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
IsoRay, Inc. reported a $1,918,449 net loss on $1,414,155 of total
revenues for the quarterly period ended Dec. 31, 2006, compared to
a net loss of $1,979,224 on $486,247 of total revenues in the same
prior year period, in its quarterly financial statements for the
three months ended Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed $7,914,750 in
total assets, $3,012,937 in total liabilities, and $4,901,813 in
stockholders' equity, compared to total assets of $5,655,939,
total liabilities of $2,770,229, a stockholders equity of
$2,885,710 at June 30, 2006.  The company's accumulated deficit
widened from $13,546,261 at June 30, 2006, to $18,392,145 at
Dec. 31, 2006.

The company generated sales of $1,414,155 during the three months
ended Dec. 31, 2006, compared to sales of $486,247 during the
quarter ended Dec. 31, 2005.  The increase of $927,908 or 191% is
due to increased sales volume of the company's 131Cs brachytherapy
seed for the treatment of prostate cancer.  During the three
months ended Dec. 31, 2006, the company sold its 131Cs seed to 33
different medical centers as compared to 15 centers during the
corresponding period of 2005.

                       Going Concern Doubt

In its Form 10-Q for the quarter ended Dec. 31, 2006, the company
says that large operating losses and accumulated deficit, among
other things, raise substantial doubt about its ability to
continue as a going concern.

The company's management plans to raise additional financing,
including the sale of additional equity or borrowings, and grow
the revenues of our core product while continually analyzing other
market opportunities.  However, no assurance can be given that
such financing will be completed on terms acceptable to the
Company or that the company will be able to meet its revenue
targets.  The company relates that if it isn't able to obtain
additional financing and grow revenues, it may have to curtail its
business or cease operations.

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?1b27

                       About IsoRay Inc.

IsoRay, Inc. fka Century Park Pictures Corporation has no
operations, assets or liabilities since its fiscal year ended
Sept. 30, 1999 through June 30, 2005.  The company merged with
IsoRay Medical, Inc., on May 27, 2005, and the merger closed on
July 28, 2005.  As a result of the merger, the company changed its
name to IsoRay, Inc.  IsoRay Medical sells IsoRay 131Cs
brachytherapy seed for the treatment of prostate cancer.


JUNIPER NETWORKS: CFO Robert Dykes and EVP Robert Sturgeon Resigns
------------------------------------------------------------------
Juniper Networks Inc.'s Executive Vice President and Chief
Financial Officer, Robert Dykes, and Executive Vice President for
Service Layer Technology Group, Robert Sturgeon, will be resigning
in connection with the company's ongoing review of its growth
plans and requirements to achieve its desired scale.

Mr. Dykes has driven significant advances in streamlining
Juniper's manufacturing processes and has led the company's
finance, legal, IT, investor relations and manufacturing
organizations.  He will continue in his current role with Juniper
through the end of April.

Mr. Sturgeon has been instrumental in the development of Juniper's
customer service organization and in guiding the company through
the first phase of its enterprise business strategy.  He will
continue in his current role with Juniper through the end of
March.

The company said neither resignation was the result of any
disagreement on any matters relating to the company's operations,
policies or practices.

                     About Juniper Networks

Headquartered in Sunnyvale, Calif., Juniper Networks Inc. --
http://www.juniper.net/-- designs and sells products and   
services that provide customers with Internet Protocol network
solutions.  The company's solutions are incorporated into the
global Web of interconnected public and private networks across
media, including voice, video and data, travel to and from end
users around the world.  The company's network infrastructure
solutions enable service providers and other network-intensive
businesses to support and deliver services and applications on a
low-cost integrated network.

During the year ended Dec. 31, 2005, the Company completed five
acquisitions: Kagoor Networks, Inc., Redline Networks, Inc,
Peribit Networks, Inc., Acorn Packet Solutions, Inc., and Funk
Software, Inc.  During 2005, the company's operations were
organized into three segments: Infrastructure, Service Layer
Technologies Products, and Service.

The company has sales and development offices in the Asia Pacific,
including India and China.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Standard & Poor's Ratings Services' BB/Watch Neg/B-1 corporate
credit and other ratings on Sunnyvale, Calif.-based Juniper
Networks Inc. remain on CreditWatch with negative implications,
where they were placed on May 22, 2006.


JUNIPER NETWORKS: Files Annual Report & Delayed Quarterly Reports
-----------------------------------------------------------------
Juniper Networks, Inc., has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K for the year ended
Dec. 31, 2006, as well as its previously delayed Quarterly Reports
on Form 10-Q for the second and third quarters of 2006.

These filings contain financial statements that were restated as a
result of the stock option review, including those required to be
restated for prior periods.  The company said its periodic filings
with the SEC are now current.

With these filings and additional submissions previously delivered
to NASDAQ, Juniper believes that it has now regained compliance
with the requirements for continued listing on the NASDAQ Global
Select Market; however, the company awaits confirmation of
compliance from NASDAQ.

Juniper's Consolidated Statements of Operations show:

                 2nd Quarter      3rd Quarter       Year Ended
                Ended 6/30/06    Ended 9/30/06       12/31/06
                -------------    -------------      ----------
Total Revenues   $567,469,000     $573,567,000    $2,303,580,000

Net Income
(Loss)        ($1,206,456,000)     $58,274,000   ($1,001,437,000)

Juniper's Balance Sheets show:

                     6/30/06         9/30/06        12/31/06
                     -------         -------        --------
Current Assets   $2,057,049,000  $2,294,941,000  $2,521,806,000

Total Assets     $7,040,271,000  $7,205,848,000  $7,368,395,000

Current Debts      $663,595,000    $690,663,000    $762,617,000

Total Debts        $475,086,000    $488,282,000    $490,694,000

Stockholders'
Equity           $5,901,590,000  $6,026,903,000  $6,115,084,000

Full-text copies of the company's financials are available for
free at:

   -- Second Quarter
      Ended June 30, 2006    http://ResearchArchives.com/t/s?1b60

   -- Third Quarter
      Ended Sept. 30, 2006   http://ResearchArchives.com/t/s?1b61

   -- Annual Report
      Ended Dec. 31, 2006    http://ResearchArchives.com/t/s?1b62

                     About Juniper Networks

Headquartered in Sunnyvale, Calif., Juniper Networks Inc. (NASDAQ:
JNPR) -- http://www.juniper.net/-- designs and sells products and   
services that provide customers with Internet Protocol network
solutions.  The company's solutions are incorporated into the
global Web of interconnected public and private networks across
media, including voice, video and data, travel to and from end
users around the world.  The company's network infrastructure
solutions enable service providers and other network-intensive
businesses to support and deliver services and applications on a
low-cost integrated network.

During the year ended Dec. 31, 2005, the Company completed five
acquisitions: Kagoor Networks, Inc., Redline Networks, Inc,
Peribit Networks, Inc., Acorn Packet Solutions, Inc., and Funk
Software, Inc.  During 2005, the company's operations were
organized into three segments: Infrastructure, Service Layer
Technologies Products, and Service.

The company has sales and development offices in the Asia Pacific,
including India and China.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Standard & Poor's Ratings Services' BB/Watch Neg/B-1 corporate
credit and other ratings on Sunnyvale, Calif.-based Juniper
Networks Inc. remain on CreditWatch with negative implications,
where they were placed on May 22, 2006.


KIRKLAND KNIGHT: Cash Collateral Hearing Scheduled Tomorrow
-----------------------------------------------------------
The U.S Bankruptcy Court for the Northern District of California
will convene a hearing at 10:00 a.m., on Mar. 16, 2007, at the
Santa Rosa Court Room, to consider, on a final basis, Kirkland
Knightsbridge LLC's request to use Madison Capital Group's cash
collateral.

As reported in the Troubled Company Reporter on Jan. 23, 2007,
the Court authorized the Debtor, on an interim basis, to use cash
collateral securing repayments of its obligations to Madison
Capital.

As reported in the Troubled Company Reporter on Dec. 14, 2006, the
Debtor and its affiliate, Kirkland Cattle Company, on Feb. 2,
2004, jointly borrowed $20,000,000 from The Travelers Insurance
Co.  The loan was to be used in consolidating and refinancing
obligations as well as for working capital.  The loan was later
assigned to Met Life Insurance Company of Connecticut and then
finally assigned to Madison Capital Group LLC.

The Debtor says that this loan was evidenced by a promissory note,
deed of trust, and other collateral documentation.  Pursuant to
the loan documents, Madison Capital holds lien on the Debtor's
grape crop, certain other personal property, and their proceeds.

The Debtor said it needs the cash to pay ongoing operational
expenses in order to promulgate a plan of reorganization, and to
pay postpetition payroll and other critical operating expenses.

To provide Madison Capital with adequate protection required under
Sections 361(2) and 363(e) under the U.S. Bankruptcy Code for any
diminution in the value of its collateral, the Debtor will grant
Madison Capital replacement liens to the same extent, validity and
priority as the prepetition liens.

The Debtor believed that, even without the replacement lien,
Madison Capital Group is adequately protected for the use of its
cash collateral because the loan is secured by a first deed of
trust on real property assets of the debtor and its affiliate
Kirkland Cattle Company worth well in excess of $75,000,000.

Kirkland Knightsbridge LLC dba Kirkland Ranch Winery
-- http://www.kirklandranchwinery.com/-- operates vineyards   
and wineries in the Napa Valley region and breeds cattle for
commercial consumption.  The company filed a chapter 11 petition
on September 21, 2006 (U.S. Bankr. N.D. Calif. Case No.
06-10628).  The company's affiliate, Kirkland Cattle Company,
filed a separate chapter 11 petition in the same court under Case
No. 06-10630.

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  When the Debtors
sought protection from their creditors, they listed assets and
debts between $10 million to $100 million.


LAGUARDIA ASSOCIATES: Court Confirms U.S. Bank's Liquidation Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
confirmed the Third Amended Chapter 11 Liquidation Plan filed by
U.S. Bank National Association, as successor in interest to
SunTrust Bank, for Field Hotel Associates LP, a debtor-affiliate
of LaGuardia Associates LP.

As reported in the Troubled Company Reporter on Mar. 23, 2006,
SunTrust Bank, fka United States Trust Company, is the successor
indenture trustee to a Sept. 1, 1998 guaranty and security
agreement entered into by the Debtor to secure the Debtor's
obligations to make rental payments under its lease agreement with
the New York City Industrial Development Agency.

                        Treatment of Claims

Under its Plan, U.S. Bank proposes to pay Class 1 Other Priority
Claims in full on the effective date.

Class 3 Secured Tax Claims and the Class 2 Secured Claim of U.S.
Bank will be paid using all of the net sales proceeds resulting
from the sale of the Debtor's property.

Holders of Class 4 Other Secured Claims will receive in full
satisfaction of their claims either:

   a) payment in full of the  Allowed Other Secured Claim in Cash
      from the distribution fund on the effective date of the
      Plan; or

   b) the Debtor will abandon the property that secures the
      Allowed Other Secured Claim to the holder of the Allowed
      Other Secured Claim.

Each holder of Class 5 General Unsecured Claims will, in full
satisfaction of their Allowed General Unsecured Claim, receive one
or more distributions from the distribution fund in an amount
equal to its pro rata share of the distribution fund.

Class 5 Claims are also entitled to have a first priority right to
receive the first $200,000 of cash proceeds from the sale of the
Key Man Insurance Policy.

The Class 6 Deficiency Claim of U.S. Bank will be calculated by
adding together:

   i) any portion of the Allowed U.S. Bank Secured Claim that is
      determined by the Court or agreed to be an Allowed Unsecured
      Claim;

  ii) all sums guaranteed, carved out, or advanced by U.S. Bank
      for the payment of creditors under the Plan, including,
      without limitation the bondholders unsecured contribution
      and the Class 5 Guaranty Amount; and

iii) the derivative claims fees.

The Secured Claim of the estate of Joseph Selig under Class 7
is entitled to one or more distributions in cash from the
distribution fund after all claims in the previous classes are
paid in full.  As of the closing date, the liens, if any, of Selig
on the Debtor's property will be extinguished and released.

Mr. Selig holds a $12,539,947 mortgage on the Debtor's property.

Class 8 Affiliated Unsecured Claim Holders will receive one or
more distributions from the distribution fund in an amount equal
to its pro rata share of the distribution fund after all claims in
the previous classes are paid in full.

Holders of interest in the Debtor will be paid any amount
remaining in the distribution fund after payment in full of all
claims in prior classes, in accordance with the holder's
respective ownership interest in the Debtor.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=070123221629

Headquartered in King of Prussia, Pennsylvania, LaGuardia
Associates, L.P., owns and operates the 358-room Crowne Plaza
Hotel located at 104-04 Ditmars Boulevard in East Elmhurst,
New York.  The Company and its debtor-affiliate filed for chapter
11 protection on October 29, 2004 (Bankr. E.D. Pa. Case No.
04-34514).  Martin J. Weis, Esq., at Dilworth Paxon LLP represent
the Debtors in their restructuring.  Ashely M. Chan, Esq., and
Myron Alvin Bloom, Esq., at Hangley Aronchick Segal & Pudlin
represent the Official Committee of Unsecured Creditors.  When the
Company filed for protection from its creditors, it estimated
assets and liabilities of $10 to $50 million.


LB-UBS: Moody's Holds Rating on $3 Mil. Class S Certificates at B3
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 18 classes of LB-UBS Commercial
Mortgage Trust 2004-C2, Commercial Mortgage Pass-Through
Certificates, Series 2004-C2:

   -- Class A-1, $76,808,166, Fixed, affirmed at Aaa
   -- Class A-2, $267,000,000, Fixed, affirmed at Aaa
   -- Class A-3, $144,000,000, Fixed, affirmed at Aaa
   -- Class A-4, $558,483,000, Fixed, affirmed at Aaa
   -- Class X-CL, Notional, affirmed at Aaa
   -- Class X-CP, Notional, affirmed at Aaa
   -- Class B, $15,433,000, Fixed, upgraded to Aaa from Aa1
   -- Class C, $13,889,000, Fixed, upgraded to Aa1 from Aa2
   -- Class D, $12,346,000, Fixed, upgraded to Aa2 from Aa3
   -- Class E, $16,976,000, Fixed, affirmed at A1
   -- Class F, $13,890,000, WAC, affirmed at A2
   -- Class G, $21,605,000, WAC, affirmed at A3
   -- Class H, $12,347,000, WAC, affirmed at Baa1
   -- Class J, $10,802,000, WAC, affirmed at Baa2
   -- Class K, $12,347,000, WAC, affirmed at Baa3
   -- Class L, $4,629,000, WAC, affirmed at Ba1
   -- Class M, $4,630,000, WAC, affirmed at Ba2
   -- Class N, $3,087,000, WAC, affirmed at Ba3
   -- Class P, $3,086,000, WAC, affirmed at B1
   -- Class Q, $3,087,000, WAC, affirmed at B2
   -- Class S, $3,086,000, WAC, affirmed at B3

As of the Feb. 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.9%
to $1.21 billion from $1.23 billion at securitization.  

The Certificates are collateralized by 84 mortgage loans.  The
loans range in size from less than 1.0% to 15.5% of the pool, with
the top 10 loans representing 64.9% of the pool.  The pool
includes four investment grade shadow rated loan, representing
29.8% of the outstanding loan balance.  Five loans, representing
18.5% of the pool, have defeased, including the top loan -- 666
Fifth Avenue ($187.5 million -- 15.5%).  There have been no loans
liquidated from the trust and therefore no realized losses.
Currently there are no loans in special servicing.  Fifteen loans,
representing 10.8% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 98.0% and 77.3%, respectively, of the
performing loans.  Moody's loan to value ratio for the conduit
component is 92.6%, compared to 96.4% at securitization.  Moody's
is upgrading Classes B, C and D due to increased subordination
levels and defeasance.

The largest shadow rated loan is the GIC Office Portfolio Loan of
$150.0 million (12.4%), which is a pari passu interest in a
$700.0 million first mortgage loan.  The loan is secured by 12
office properties totaling 6.4 million square feet and located in
seven states.  The highest geographic concentrations are Chicago,
San Francisco and suburban Philadelphia.  The portfolio is 90.6%
occupied, essentially the same as at securitization.  The Chicago
concentration is comprised of two buildings -- the AT&T Corporate
Center (1.5 million square feet; 37.1%) and the USG Building
(928,000 square feet; 18.9%).  The performance of these properties
has declined slightly since securitization.  The loan sponsor is
Prime Plus Investments, Inc., a private REIT wholly owned by the
Government of Singapore Investment Corporation (Realty) Pte Ltd.
The loan matures in January 2014 and is structured with an initial
five-year interest only period.  Moody's current shadow rating is
A2, the same as at securitization.

The second largest shadow rated loan is the Somerset Collection
Loan of $125.5 million (10.4%), which is a 50.0% pari passu
interest in a $251.0 million first mortgage loan.  The loan is
secured by the borrower's interest in a 1.4 million square foot
regional mall located in Troy, Michigan.  The mall is the dominant
mall in its trade area and is anchored by Macy's, Nordstrom, Saks
Fifth Avenue and Neiman Marcus.  The property is 97.7% occupied,
essentially the same as at securitization.  The property is also
encumbered by a B Note which is held outside the trust.  The loan
is interest only for its entire 10-year term.  Moody's current
shadow rating is A2, the same as at securitization

The third largest loan is the Farmers Market Loan of $43.1 million
(3.6%), which is secured by a 228,339 square foot mixed use
property (retail & office) built in 1940 and renovated in 2002.  
As of June 2006 occupancy was 98.4%, compared to 84.1% at
securitization.  The largest tenants are: The Ant Farm, LLC and
The Children's Place.  Performance has been stable since
securitization.  Moody's current shadow rating is A2, the same as
at securitization.

The fourth largest loan in the pool is the Ruppert Yorkville
Towers Loan of $38.8 million (3.2%), which is secured by the
borrower's interest in a high-rise multifamily tower complex
located on the Upper East Side submarket of Manhattan.  The
complex was completed in 1975 and converted to a condominium
structure in 2003.  Upon conversion to condominium ownership,
825 units were sold to insiders with the remaining 432 units held
by the borrower.  In addition, the complex has 53,810 square feet
of commercial space and 557 parking spaces.  The collateral for
this loan includes the unsold residential units, unsold storage
units, commercial and garage space.  The unsold units are either
vacant, occupied by market rate tenants or occupied by
pre-conversion tenants at below market rental rates.  The units
occupied by pre-conversion tenants are governed by an agreement
determining future rents.  As these units are vacated, the rents
are reset to market rates.  In addition, as existing leases
expire, rents on those units may also rise to full market for the
existing tenants.  The majority of existing tenants pay
significantly below market rents.  However, rents are expected in
increase over time as tenants renew or as units are converted to
market.  As of September 2006 occupancy was 98.0%, compared to
97.5% at securitization.  Net operating income has improved by
approximately 30.0% since securitization.  Moody's current shadow
rating is Aaa, the same as at securitization.

The three largest conduit exposures represent 14.6% of the pool.
The largest conduit exposure is the Maritime Plaza I and II Loans
of $76.3 million (6.3%), which is secured by two office buildings
with an aggregate of 345,736 square feet.  Built in 2001 and
renovated in 2003, the properties are situated at the intersection
of M Street and 12th Street in Washington, DC.  As of December
2006, occupancy was 89.0% compared to 85.1% at securitization.  
The largest tenant is Computer Sciences.  Financial performance
has been stable since securitization.  Moody's LTV is 98.1%
compared to 99.2% at securitization.

The second largest conduit loan is the Inland Center Loan of
$54.0 million (4.5%), which is secured by a 1,050,253 square foot
regional mall (221,445 square feet is collateral) located in San
Bernardino, California.  The building was constructed in 1966 and
renovated in 2001 and is anchored by Sears, Macy's and
Harris-Gottschalks.  As of September 2006 the property was 76.0%
leased due to an anchor tenant, Macy's (18.0% GLA), vacating the
property.  The center was 93.5% occupied at securitization.  The
property's performance in calendar year 2006 dropped significantly
compared to calendar year.  However, performance remained in line
with calendar year 2004.  The loan is interest only for its entire
term.  Moody's LTV is 99.8%, the same as at securitization.

The third largest conduit loan is the 280 Metro Center Loan of
$46.0 million (3.8%), which is secured by the borrower's interest
in a 351,816 square foot anchored retail center located in Colma,
California, 10 miles south of San Francisco, California.  The
property was constructed in 1986.  The property is 100.0%
occupied, the same as at securitization.  The property is anchored
by Marshalls, Nordstrom Rack and Bed Bath & Beyond.  Net cash flow
has been stable since securitization.  Moody's LTV is 94.8%
compared to 98.6% at securitization.

The pool's collateral is a mix of:

   * retail (40.4%)
   * office (24.9%)
   * U.S. Government securities (18.5%)
   * multifamily and manufactured housing (13.3%)
   * industrial and self storage (1.6%)
   * lodging (1.3%).

The collateral properties are located in 27 states and the
District of Columbia.  

The highest state concentrations are:

   * California (28.2%)
   * Michigan (13.3%)
   * New York (9.8%)
   * Texas (8.3%)
   * Illinois (7.9%).

All of the loans are fixed rate.


LOWTHERBROTHER LLC: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: LowtherBrothers, LLC
        dba Mountain Top Properties of Minnesota LLC
        dba Red Rock Properties of Minnesota LLC
        dba Sycamore Investments LLC
        dba Greenstreet Builders LLC
        410 North 10th Street
        Lake City, MN 55041

Bankruptcy Case No.: 07-30809

Type of Business: The Debtor is a real estate development company.
                  See http://www.lowtherbrothers.com/

Chapter 11 Petition Date: March 13, 2007

Court: District of Minnesota (St Paul)

Judge: Nancy C. Dreher

Debtor's Counsel: Thomas Flynn, Esq.
                  Larkin Hoffman Daly & Lindgren, Ltd.
                  7900 Xerxes Avenue South, Suite 1500
                  Bloomington, MN 55431
                  Tel: (952) 896-3362

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Home Federal Savings Bank          Bank Loan           $1,874,406
c/o Brad Krehbiel
1016 Civic Center Drive Northwest
Rochester, MN 55901-1891

Americana Community Bank           Bank Loan             $700,000
c/o Brad Mathiowetz
300 Main Street West
Sleepy Eye, MN 56085-1332

U of Wisconsin Foundation          Contract              $350,000
c/o Russell N. Howes
1848 University Avenue
Madison, WI 53708-8860

Swanson, Doug & Vicki              Personal Loan         $150,000
10271 Hampton Drive
Anchorage, AK 99507-6229

Do It Best Corp.                   Trade Debt            $126,797
P.O. Box 868
Fort Wayne, IN 46801-0868

Bank of America                    Credit Card            $22,536
AOPA Visa

Bank of America                    Credit Card            $19,638
Alaska Airline Visa

Bob Ewers Contracting              Trade Debt              $5,513

Custom Contracting Services        Trade Debt              $5,157

Capital One                        Trade Debt              $3,434

Brewer Heating & Cooling           Trade Debt              $1,678

Johnson Jaekel & Riutzel           Trade Debt              $1,460

ComforTech Inc.                    Trade Debt              $1,020

U.S. Bank N.A.                     Credit Card               $393


MAGNOLIA VILLAGE: Wants to Sell Nevada Properties for $24 Million
-----------------------------------------------------------------
Magnolia Village LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nevada to sell its retail
commercial and office real property at Lakeside and South McCarran
Boulevard in Reno, Nevada, to Nathan L. Topol for $24 Million.  

Specifically, the Debtors are selling its Magnolia Village, which
consists of approximately 4.86 acres and 71,500 square feet.

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.,
tells the Court that the sale will generate sufficient fund
and resources in which to pay 100% of the Debtor's allowed claims.  
The Debtors have no other significant assets other than some cash
on hand, accounts receivable, miscellaneous office equipment
totaling $366,593.

Mr. Topol will assume all of the Debtors' leases associated
with tenants of the property.  However, he will not assume any
contract, leases or other agreements concerning the property,
and its maintenance and operation.

                     About Magnolia Village

Based in Reno, Nevada, Magnolia Village LLC, is a luxurious
resort-style Class A Office Park.  The company and its
affiliates filed for chapter 11 protection on Sept. 8, 2006
(Bankr. D. Nev. Case No. 06-51649).  Stephen R. Harris, Esq. at
Belding, Harris & Petroni Ltd. represents the Debtors.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When Magnolia Village filed for protection from its
creditors, it listed estimated assets between $10 million and
$50 million and debts between $100,000 to $500,000.


MAGNOLIA VILLAGE: Wants Exclusive Solicitation Period Extended
--------------------------------------------------------------
Magnolia Village LLC and its debtor-affiliates asks the United
States Bankruptcy Court for the District of Nevada for permission
to further extend, until June 5, 2007, their exclusive period to
solicit acceptances of their Chapter 11 Plan of Reorganization.

Stephen R. Harris, Esq., at Belding, Harris & Petroni Ltd.,
reminds the Court that the Debtors filed their Joint Chapter 11
Plan on Jan. 5, 2007.

Mr. Harris contends that pursuant to the requirements set forth in
the Bankruptcy Code, the Debtors' period to exclusively solicit
acceptances of their plan expired on March 7, 2007.

Mr. Harris tells the Court that the hearing to consider the
adequacy of the Disclosure Statement explaining the Debtors' plan
is still ongoing and the extension will give the Debtors
sufficient time to have their plan confirmed.

The Court continued the hearing on the Disclosure Statement to
May 7, 2007.

                Treatment of Claims Under the Plan

As reported in the Troubled Company reporter on Feb. 13, 2007, the
Debtors' Plan proposes to pay the secured claims of CW Advisors
and LNR Partners according to their contractual agreements with no
modifications.

These secured claims will be also be paid according to contractual
agreements but with modification on the term due date, which
claims will now due Nov. 1, 2007, or upon sale of the Debtors'
real properties, whichever is earlier:

   a) Class 2 Secured Claim of First Independent Bank;

   b) Class 3A Secured Claim of First National Bank of Nevada; and

   c) Class 3B Secured Claim of First National Bank of Nevada.

The secured claim of Krump Construction, which consists of a
mechanic's lien recorded in a junior position priority against
the real property of Magnolia Double, will be paid upon closing of
the successful sale of the real property, assuming sufficient
proceeds exist after paying all senior secured loans, or on
Nov. 1, 2007, whichever date is earlier.

Holders of General Unsecured Claims will receive pro rata share of
their allowed claims.  Those claims will bear a 6% interest per
annum from Sept. 8, 2006.

The Potential Securities Claims and Other Claims of the Class A
Non-Member Investors in MBP Equity Partners LLC will be paid
through an interest bearing account from proceeds of the sale of
the Debtors' real properties.

MBP Equity Partners is a 100% member of the Debtors.  The
investors have filed state court actions against the Debtors for,
among other things, securities fraud and for rescission of their
purchase of securities of MBP Equity Partners.

The payment is pending further Court order either through an
adversary proceeding or claim proceeding or by confirmation of any
award or judgment obtained in the state court action, which
liquidates the amount due to the investors.

The Equity Claims of MBP Equity Partners I, LLC will not be
modified.

                           Plan Funding

Distribution under the Plan will be sourced from the sale of the
Debtors' real properties.

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Magnolia Village will be selling its real property complex located
at 6900 South McCarran Boulevard in Reno, Nevada for $24,000,000.

The Magnolia Village real property complex consists of a 205,016
square feet office park with retail space and a central three-
story office building.

Three debtor-affiliates will also be selling these real properties
for a total purchase price of $22,362,500:

    Seller                            Property
    ------                            --------
    Magnolia Double R.I., LLC         three commercial buildings
                                      and two vacant land
                                      parcels at Sandhill, in
                                      Reno, Nevada

    Magnolia South Meadows III, LLC   office building at Gateway
                                      Drive, in Reno, Nevada

    Magnolia South Meadows IV, LLC    office building at Double
                                      Eagle Court, in Reno, Nevada

A full-text copy of the Disclosure Statement explaining the
Debtors' Joint Plan of Reorganization is available for a fee at:

  http://www.researcharchives.com/bin/download?id=070212033047

                       About Magnolia Village

Based in Reno, Nevada, Magnolia Village LLC, is a luxurious
resort-style Class A Office Park.  The company and its
affiliates filed for chapter 11 protection on Sept. 8, 2006
(Bankr. D. Nev. Case No. 06-51649).  Stephen R. Harris, Esq. at
Belding, Harris & Petroni Ltd. represents the Debtors.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When Magnolia Village filed for protection from its
creditors, it listed estimated assets between $10 million and
$50 million and debts between $100,000 to $500,000.


MALDEN MILLS: Polartec Completes Acquisition of Malden's Assets
---------------------------------------------------------------
Polartec LLC has completed the acquisition of the assets of Malden
Mills Industries, Inc.

Polartec, LLC will continue manufacturing operations at its
Lawrence and Methuen, Massachusetts, Hudson, New Hampshire, and
Shanghai, China plants.  Michael Spillane, who served as CEO of
Malden Mills during the past three years, has been named the CEO
of Polartec, LLC.  The balance of the management team from Malden
Mills will transition to their respective positions within the new
company.

Earlier this month, members of the Unite HERE! Union who
manufacture Polartec(R) products overwhelmingly voted to accept a
new three-and-a-half-year contract with Polartec, LLC that ensures
their continued employment at the new company.

Regarding the launch of Polartec, LLC, CEO Michael Spillane said,
"This day represents a fresh start for our Polartec(R) products,
brand, and employees.  For the first time in more than a decade,
we are able to completely focus on the needs of our customers,
which calls for developing, manufacturing and marketing technology
solutions in performance fabrics.  The distractions of the past
are now behind us and we begin today to work on our future."

Greg Segall, Chairman of Polartec, LLC and Managing Partner of
Chrysalis Capital Partners, L.P. commented, "We are very pleased
with this transaction, and look forward to working with the
management team and other employees as they focus on executing
their operating plan."

                       About Malden Mills

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

The company filed for chapter 11 protection on Nov. 29, 2001
(Bankr. Mass. Case No. 01-47214).  The Court confirmed the
Debtor's plan on Aug. 14, 2003.

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

On Jan. 12, 2007, the Delaware Bankruptcy Court transferred the
case to the U.S. Bankruptcy Court for the District of
Massachusetts (Case No. 07-40124).

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Malden Mills had asked the Court to convert their chapter 11 cases
to a chapter 7 liquidation proceeding.


MSX INTERNATIONAL: Plans $200 Mil. Senior Secured Notes Offering
----------------------------------------------------------------
MSX International Inc. plans to offer $200,000,000 principal
amount of senior secured notes due 2012, which the company intends
to use the net proceeds of the offering to repay certain existing
indebtedness.

The notes are expected to be issued as units by certain of its
subsidiaries in France, Germany and the United Kingdom in a
private placement and resold by the initial purchaser to qualified
institutional buyers under Rule 144A and Regulation S under the
Securities Act of 1933.

The company said that the notes are expected to be guaranteed
on a senior secured basis by the company and each of its existing
and future domestic subsidiaries, by each issuer and by certain
subsidiaries in the United Kingdom.  The offering will be subject
to market and other conditions.

                     About MSX International

Headquartered in Warren, Michigan, MSX International Inc. --
http://www.msxi.com/provides outsourced technical business  
services and human capital services to the automotive industry.
The company has over 3,600 employees in eighteen countries.

                          *     *    *           

As reported in the Troubled Company Reporter on Dec. 28,
2006, Moody's Investors Service downgraded the ratings of MSX
Internationals Inc.'s $65.5 million 11% senior secured notes due
2007 to B1 and $130 million 11.375% senior subordinated notes
due 2008 to Caa2.


MSX INTERNATIONAL: S&P Lifts Corporate Credit Rating to B-
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Southfield, Michigan-based MSX International Inc. to
'B-' from 'CCC+'.

Standard & Poor's also assigned its 'CCC+' bank loan rating and a
recovery rating of '3' to MSX's proposed $200 million senior
secured debt used to repay near-term maturities, indicating the
expectation of meaningful (50%-80%) recovery of principal in a
payment default scenario.

When the transaction is closed and the company's existing debt has
been refunded, Standard & Poor's intends to withdraw the ratings
on MSX's $75.5 million senior secured debt and $130 million
subordinated debt.

The company had total balance-sheet debt of $203 million as of
Dec. 31, 2006, pro forma for the transaction.  In addition,
$49 million of PIK debt and $115 million of preferred stock, which
mature after the date of the proposed notes, are held by the
equity sponsor at the holding company.  The outlook is stable.

The upgrade reflects resolution of two concerns; near-term
maturities and lack of visibility regarding the company's earnings
capacity.  Regarding the first point, the company's proposed
refinancing and changes to the terms of the sponsor held debt and
preferred will shift near-term maturities out about five years and
lower cash interest expense.  On the second point, MSX appears
to have stabilized earnings through achievement of new business
wins in its core warranty business segment that serves the auto
dealer network.  The company's business profile remains
vulnerable, however.  The risk remains that loss of traditional
business to the OEMs, especially to the company's largest
customer, could accelerate in the near term and may not be offset
by new business.


NEENAH PAPER: Completes Fox Valley Purchase for $52 Million
-----------------------------------------------------------
Neenah Paper, Inc., has completed the purchase of Fox Valley
Corporation, which owns Fox River Paper Company, LLC.  Fox River
is a producer of premium fine papers with well-known brands
including STARWHITE(R), SUNDANCE(R), ESSE(R), and OXFORD(R).  The
company has manufacturing plants in California, Massachusetts,
Ohio, and Wisconsin and will become part of Neenah Paper's
existing fine paper business.

At the effective time of the merger, the outstanding shares of Fox
Valley will automatically be converted into the right to receive
$52,000,000 in cash less expenses and other payables.

"This acquisition allows us to strengthen our Fine Paper business
by providing added scale and the ability to offer a broader array
of premium branded products and better service to our customers.
In addition, we expect to realize important economic benefits as
we integrate the two businesses," Chief Executive Officer and
Chairman of the Board Sean Erwin said.

"Coupled with our purchase last October of the German technical
products business, this acquisition is a wonderful fit with our
strategy to transform into a leading premium fine paper and
technical products company and to grow profitably to create value
for our customers and stakeholders."

A full-text copy of the merger agreement is available for free at:

              http://ResearchArchives.com/t/s?1b57

                      Housatonic Mill Closure

Neenah Paper plans to close permanently one of the fine paper
plants acquired in the recent purchase of Fox River Paper.  The
Housatonic mill, located near Great Barrington, Mass., has annual
production capacity of approximately 15,000 tons per year and is
expected to cease manufacturing operations by the end of the
second quarter.  Housatonic was the smallest of four fine paper
plants Neenah acquired as part of the Fox River acquisition.

"This is a necessary part of our plan to integrate Fox River in a
manner that will result in a competitive long term cost structure
for our combined operations.

"The Housatonic mill was not profitable due to its small size,
cost structure and pricing of many of the grades made there.
Closing the mill allows us to eliminate costs and improve margins
while still serving the needs of key customers," Mr. Erwin said.

"Selected products made at Housatonic will be produced at our
other sites, where we have available capacity and the ability to
make these grades at a lower cost.  We realize this decision will
result in hardship for our employees at Housatonic and the local
community and will be working to assist them through this
difficult transition."

The company said it expected to incur one-time cash costs of
approximately $3 million for severances and other charges related
to the closure.  Ongoing annual savings of approximately
$5 million are expected from the elimination of fixed costs and
increased manufacturing efficiencies, although these savings would
not be realized immediately due to product transition costs
expected to be incurred in 2007.

Headquartered in Alpharetta, Georgia, Neenah Paper (NYSE: NP)
-- http://www.neenah.com/-- manufactures and distributes premium   
and specialty paper grades, with brands such as CLASSIC(R),
ENVIRONMENT(R), KIMDURA(R) and MUNISING LP(R), Gessner(R) and
varitess(R).  The company also produces and sells bleached pulp,
primarily for use in the manufacture of tissue and writing papers.  
Neenah Paper has manufacturing operations in Wisconsin, Michigan,
Nova Scotia, Canada, and Bruckmuhl, Feldkirchen-Westerham and
Lahnstein, Germany.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2006,
Moody's Investors Service affirmed Neenah Paper Inc.'s corporate
family rating at B1, $150 million senior secured revolving credit
facility at Ba3, and $225 million senior unsecured notes at B1.
Moody's said the outlook remains stable.


NEENAH PAPER: Enters Fourth Amendment to Credit Pact With JPMorgan
------------------------------------------------------------------
Neenah Paper, Inc., and certain of its subsidiaries as
co-borrowers or guarantors entered into a fourth amendment to a
credit agreement dated as of Nov. 30, 2004, with JPMorgan Chase
Bank, N.A., as agent for the lenders on March 1, 2007.

The Fourth Amendment, among other things, (i) increases its
secured revolving line of credit from $165,000,000 to
$180,000,000, and (ii) makes other definitional, administrative
and covenant modifications to the Credit Agreement in the purchase
of the outstanding stock of Fox Valley Corporation, which owns Fox
River Paper Company, LLC.

Fox Valley and Fox River will become guarantors under the Credit
Agreement.  They will also become subsidiary guarantors with
respect to the company's $225,000,000 7-3/8% Senior Notes due
2014, issued under the Nov. 30, 2004, Indenture between the
company and The Bank of New York Trust Company, N.A., as trustee.

The company's ability to borrow under the Credit Agreement, as
amended, is restricted by:

   (a) the total line commitment ($180,000,000),

   (b) the company's borrowing base, and

   (c) the applicable cap on the amount of "senior credit
       facilities" under the Indenture.  

The company's borrowing base has been modified to incorporate the
current assets of Fox and Fox River.  After giving effect to the
Fox River acquisition, the company's borrowing base will support
availability under the line of $180,000,000.00 (excluding amounts
currently outstanding).

As part of financing the acquisition and certain related expenses
and obligations, the company borrowed $54 million in principal
under the Credit Agreement on March 1, 2007, increasing  the total
amount outstanding under the Credit Agreement as of such date to
approximately $111 million.

All principal amounts outstanding under the Credit Agreement are
due and fully payable on the date of termination of the Credit
Agreement.  

While the Fourth Amendment increases the total commitment
available to the company, no assurance can be given that it will
meet the requirements to borrow the full amount available under
the Credit Agreement.

The Credit Agreement, as amended, contains events of default
customary for financings of this type, including failure to pay
principal or interest, materially false representations or
warranties, failure to observe covenants and other terms of the
revolving credit facility, cross-defaults to other indebtedness,
bankruptcy, insolvency, various ERISA violations, the incurrence
of material judgments and changes in control.

Headquartered in Alpharetta, Georgia, Neenah Paper (NYSE: NP)
-- http://www.neenah.com/-- manufactures and distributes premium   
and specialty paper grades, with brands such as CLASSIC(R),
ENVIRONMENT(R), KIMDURA(R) and MUNISING LP(R), Gessner(R) and
varitess(R).  The company also produces and sells bleached pulp,
primarily for use in the manufacture of tissue and writing papers.  
Neenah Paper has manufacturing operations in Wisconsin, Michigan,
Nova Scotia, Canada, and Bruckmuhl, Feldkirchen-Westerham and
Lahnstein, Germany.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2006,
Moody's Investors Service affirmed Neenah Paper Inc.'s corporate
family rating at B1, $150 million senior secured revolving credit
facility at Ba3, and $225 million senior unsecured notes at B1.
Moody's said the outlook remains stable.


NEW CENTURY: Disclosures Cue NYSE to Suspend Securities Trading
---------------------------------------------------------------
The New York Stock Exchange has determined that New Century
Financial Corporation's common stock (NEW), its 9.125% Series A
Cumulative Redeemable Preferred Stock (NEW Pr A) and its 9.75%
Series B Cumulative Redeemable Preferred Stock (NEW Pr B) are no
longer suitable for continued listing on the NYSE and will be
suspended immediately.  The NYSE made this decision based upon the
company's recent filings with the Securities and Exchange
Commission regarding the uncertainty of its current liquidity
position.

Following suspension, the company's securities will be quoted on
the Pink Sheets under these ticker symbols:

   * Common Stock - NEWC
   * 9.125% Series A Cumulative Redeemable Preferred Stock - NEWCP
   * 9.75% Series B Cumulative Redeemable Preferred Stock - NEWCO

New Century has a right to a review of this determination by a
Committee of the Board of Directors of the NYSE.  Application to
the SEC to delist the issue is pending the completion of
applicable procedures, including any appeal by the company of the
NYSE staff's decision.

                        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.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
New Century Financial Corporation disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that on March 9,
2007, it received a letter from Morgan Stanley Mortgage Capital
Inc. notifying the company of certain purported defaults, that
Morgan Stanley was accelerating certain obligations under the
Morgan Stanley Agreement, and Morgan Stanley was discontinuing
financing to the company under the Morgan Stanley Agreement.


NEW CENTURY: Barclays Demands Payment of $900 Mil. Loan Obligation
------------------------------------------------------------------
New Century Financial Corporation disclosed in a regulatory filing
with the Securities and Exchange Commission that Barclays Bank PLC
terminated its master repurchase agreement dated March 31, 2006,
as amended to date, with the company, certain of its subsidiaries,
and Sheffield Receivables Corporation.

On March 12, 2007, the company received a notice of default and
reservation of rights from Barclays, alleging that certain events
of default, as defined in the Master Repurchase Agreement have
occurred.

The company subsequently received a combined Notice of Event of
Default, Notice of Repurchase Date and Notice of Termination Date
from Barclays, dated March 13, 2007.

The March 13 notice reiterates Barclays' allegations that certain
Events of Default have occurred and purports to accelerate to
March 14, 2007, the obligation of the company's subsidiaries to
repurchase all outstanding mortgage loans financed under the
Barclays Agreement and to terminate the Barclays Agreement as of
that same date.

Under the Barclays Agreement, the acceleration would require the
immediate repayment of the repurchase obligation on March 14,
2007.  The company estimates that the aggregate repurchase
obligation of its subsidiaries under the Barclays Agreement was
approximately $900 million as of March 12, 2007.  The company is a
guarantor under the Barclays 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.

                        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.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'D' from 'CC'.  The
ratings on the senior unsecured debt and preferred stock remain on
CreditWatch with negative implications.

In addition, Dominion Bond Rating Service downgraded the Issuer
Rating of New Century Financial Corporation to C from CCC.  The
rating remains Under Review with Negative Implications.  

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Fitch Ratings downgraded New Century Mortgage Corporation's, a  
subsidiary of New Century Financial Corp., residential  
primary servicer rating for subprime product to 'RPS4' from  
'RPS3+', and places the rating on Watch Negative.

According to Fitch, an 'RPS4' rated servicer may not be acceptable
for new residential mortgage-backed security transactions unless
additional support or structural features are incorporated.  The
Rating Watch Negative indicates that further downgrades are
possible, depending upon the stability of the servicer's portfolio
and financial condition and the company's ability 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.


NEW CENTURY: Four State Regulators Issue Cease and Desist Orders
----------------------------------------------------------------
New Century Financial Corporation disclosed in a regulatory filing
with the Securities and Exchange Commission that it has been
engaged in recent ongoing discussions with its state regulators
regarding the company's funding constraints and the impact on
consumers who are in various stages of the loan origination
process with the Company.

The company relates that it has advised the regulators that it has
ceased accepting loan applications and that at this time, the
company and its subsidiaries are unable to fund any mortgage
loans, including mortgage loans for those consumers who were
already in the loan origination process with the company.

In addition, the company said it has been and is continuing to
work cooperatively with the regulators to mitigate the impact on
the affected consumers, including transferring pending loans and
loan applications to other mortgage lenders.

According to the company, it has also been providing daily reports
to its various regulators regarding the status of loans in process
in their states, as well as responding to ad hoc information
requests.

                      Cease and Desist Orders

On March 13, 2007, the company and certain of its subsidiaries
received cease and desist orders from regulators in the States of
Massachusetts, New Hampshire, New Jersey and New York.

The cease and desist orders contain allegations that certain of
the company's subsidiaries have engaged in violations of
applicable state law, including, among others, failure to fund
mortgage loans after a mortgage closing, failure to meet certain
financial requirements, including net worth and available
liquidity, and failure to timely notify the state regulators of
defaults and terminations under certain of its financing
arrangements.

The cease and desist orders seek to restrain the subsidiaries from
taking certain actions, including, among others, engaging in
further violations of state law, taking new applications for
mortgage loans in the relevant jurisdiction, and paying dividends
or bonuses to officers, directors or shareholders of the
applicable subsidiaries.

The cease and desist orders also seek to cause the subsidiaries to
affirmatively take certain actions, including the creation of
escrow accounts to hold fees relating to pending mortgage
applications, the transfer to other lenders of the outstanding
mortgage applications and unfunded mortgage loans held by the
subsidiaries, and the provision of regular information to the
state regulators regarding the subsidiaries' activities in the
applicable state, including the status of all outstanding mortgage
applications and unfunded mortgage loans in that state.

Certain of the cease and desist orders also require one or more of
the subsidiaries to show cause why their license should not be
revoked or why administrative penalties should not be assessed.

The cease and desist orders generally become permanent if not
promptly appealed by the applicable subsidiaries.  The company
said it is reviewing the orders and accordingly has not yet
determined whether it will appeal all or any portion of any of the
orders.  Subject to its funding limitations, the company intends
to comply with the orders pending any such appeal.

The company anticipates that similar orders will be received by
the Company or its subsidiaries from additional states in the
future and does not undertake, and expressly disclaims, any
obligation to update this disclosure for any such additional
orders or for any developments with respect to the cease and
desist orders.

The company intends to continue to cooperate with its regulators
in order to mitigate the impact on consumers resulting from the
company's funding constraints.

                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.

                        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.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'D' from 'CC'.  The
ratings on the senior unsecured debt and preferred stock remain on
CreditWatch with negative implications.

In addition, Dominion Bond Rating Service downgraded the Issuer
Rating of New Century Financial Corporation to C from CCC.  The
rating remains Under Review with Negative Implications.  

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Fitch Ratings downgraded New Century Mortgage Corporation's, a  
subsidiary of New Century Financial Corp., residential  
primary servicer rating for subprime product to 'RPS4' from  
'RPS3+', and places the rating on Watch Negative.

According to Fitch, an 'RPS4' rated servicer may not be acceptable
for new residential mortgage-backed security transactions unless
additional support or structural features are incorporated.  The
Rating Watch Negative indicates that further downgrades are
possible, depending upon the stability of the servicer's portfolio
and financial condition and the company's ability 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.


NOMURA CRE: S&P Rates $12 Mil. Class O Certificates at B-
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Nomura CRE CDO 2007-2 Ltd./Nomura CRE CDO 2007-2 LLC's
$950.0 million CDO.

The preliminary ratings are based on information as of March 13,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the economics of the
collateral, the geographic and property type diversity of the
collateral, and the backup advancing provided by the trustee.
    
                   Preliminary Ratings Assigned

                     Nomura CRE CDO 2007-2 Ltd.
                     Nomura CRE CDO 2007-2 LLC

                                               Preliminary
            Class                Rating          amount
            -----                ------        -----------
            A-1R                 AAA           $75,000,000
            A-1                  AAA          $471,131,250
            A-2                  AAA           $60,681,250
            B                    AA            $70,537,500
            C                    AA-           $26,600,000
            D                    A+            $27,075,000
            E                    A             $20,425,000
            F                    A-            $21,612,500
            G                    BBB+          $24,937,500
            H                    BBB           $20,187,500
            J                    BBB-          $25,175,000
            K                    BB+           $22,800,000
            L                    BB            $8,787,500
            M                    BB-           $5,700,000
            N                    B+            $8,075,000
            O                    B-            $12,825,000
            Preferred shares     NR            $48,450,000
     
                            NR -- Not rated.


ORANGE HOSPITALITY: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Orange Hospitality Group, Incorporated
        332 Caroline Street
        Orange, VA 22960

Bankruptcy Case No.: 07-60404

Type of Business: The Debtor owns a hotel.

Chapter 11 Petition Date: March 9, 2007

Court: Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Andrew S. Goldstein, Esq.
                  Magee Foster Goldstein & Sayers
                  P.O. Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Joanne D. Graziano                                   $450,000
   Executrix for the Estate of Alfred A. Devivi
   c/o C. Conner Crook, Esq.
   Boyle, Baine, Reback & Slayton
   420 Park Street
   Charlottesville, VA 22902

   Hospitality International                              $1,000
   1726 Montreal Circle, Suite 110
   Tucker, GA 30084-6809

   Commissioner of Revenue for Orange County                  $1
   119 Belleview Avenue
   Orange, VA 22960


PACE UNIVERSITY: Moody's Cuts Rating and Says Outlook is Negative
-----------------------------------------------------------------
Moody's Investors Service has lowered the underlying rating on
Pace University to Ba1 from Baa3.  The rating action impacts
$127.2 million of rated debt issued through the Dormitory
Authority of the State of New York.  The University's Series 1997,
2000, and 2005 bonds are also rated Aaa based on municipal bond
insurance provided by MBIA.  The rating outlook has been revised
to negative from stable.

The rating action reflects Moody's concerns about pressure on
Pace's near-term liquidity and future operating performance, and
need to take on additional debt for seasonal cash flow purposes as
a result of the recent unexpected enrollment decline in fall 2006.

Legal Security:

Loan payments are a general obligation of the University secured
by debt service reserve funds and a security interest in Pledged
Revenues (including tuition and fees) equal to maximum annual debt
service.  The University's obligations to the Authority under the
Loan Agreement are additionally secured by a mortgage on certain
property, which is not initially pledged to bondholders unless an
event of default occurs and the bond insurer requests that the
Authority assign the mortgage to the Trustee.

Debt-Related Rate Derivatives:

Pace has entered into an interest rate swap agreement to swap its
Series 2005A bonds to a fixed rate.  Under the swap agreement with
Merrill Lynch Capital Services (with an unconditional guarantee
provided by Merrill Lynch & Co.), Pace pays a fixed rate and
receives a percentage of LIBOR.  As of June 30, 2006, the fair
value of the swap is recognized as a $2.7 million asset on the
University's balance sheet.  Moody's has factored its analysis of
the swap and termination events into the underlying rating.

Strengths:

   * Elevated gift revenue ($21.7 million of average annual gift
     revenue over the past three years), with the University in
     the early stages of a $100 million capital campaign, which
     includes goals of raising $45 million for endowment,
     $25 million in support of annual operations, and $30 million
     toward construction of a new business school facility

   * Large operating size ($262 million in revenue, 10,226
     full-time equivalent enrollment) and relatively high net
     tuition per student ($18,191 in FY 2006) as a result of
     Pace's professional degree offerings including business, law,
     and nursing;

   * Multiple real estate holdings in various New York City area
     locations in Manhattan and nearby Westchester County.

Challenges:

   * Declining full-time equivalent enrollment (10,226 FTE in fall
     2006, a 6% drop from fall 2005), with a significantly weaker
     yield on admitted freshmen in fall 2006 (76.1% freshmen
     selectivity and 18.1% yield); the University is in the
     process of making changes to its enrollment management
     procedures and department including recruitment of new
     personnel.

   * Slowed growth of net tuition revenue and a 2% decline in net
     tuition per student in FY 2006, a significant credit concern
     since the University relies on student charges for over 85%
     of its operating revenue.

   * Deterioration of operating performance (-4.7% operating
     deficit in FY 2006) and weak operating cash flow (3.3%
     operating cash flow margin in FY 2006). As a result of the
     unexpected enrollment declines as well as expense growth, the
     University is projecting an operating deficit for FY 2007 in
     the $15-16 million range.

   * Thin balance sheet liquidity and recent assumption of
     additional debt to assist with seasonal cash flow needs. The
     University had approximately $20 million of unrestricted cash
     and investments at the close of FY 2006 (roughly the same
     amount as outstanding on unsecured line of credit), compared   
     to nearly $274 million of annual operating expenses.

   * Complex multi-campus structure serving unrelated student
     markets and causing reduced operating effectiveness and
     diffused brand identity in the student market

Recent Developments:

Pace's total full-time equivalent enrollment declined 6% in fall
2006, with 1,131 entering freshmen compared to an average of
closer to 1,500 entering freshmen in the five previous fall
semesters.  Management attributes the fall 2006 decline to various
factors including implementation of a 19% freshmen tuition
increase, lack of success with guaranteed tuition plan, and
mismanagement of distribution of financial aid awards.  In
response to this unexpected enrollment decline, Pace has
discontinued the guaranteed tuition plan for incoming students and
expects to keep tuition levels flat in fall 2007 (except for law
school tuition).  The University also plans to increase the
freshmen tuition discount, and the interim director of enrollment
management is now reporting directly to the President.

The enrollment declines coupled with expense growth have placed
pressure on the University's operating performance. In Moody's
opinion, the University's ability to re-grow enrollment and
significantly improve operations could take several years and
presents increased credit risk in the near term.  The University
is in the midst of the budgeting process for FY 2008 as well as
preparing multi-year budget projections.

In order to assist with seasonal cash flow needs, the University
has structured a $62 million borrowing of unsecured taxable notes.
These notes have replaced the $25 million unsecured line of
credit, approximately $20 million of which was outstanding at the
close of FY 2006.

Outlook:

The negative outlook reflects Moody's concerns about the
University's ability to stabilize enrollment levels and improve
annual cash flow generation.  Further deterioration of operating
performance and weaker debt service coverage could pressure the
rating lower over a roughly two year timeframe.

What could change the rating -- up

Significant growth of liquid financial resources to better cushion
debt and operations coupled with stronger annual cash flow and
growing enrollment.

What could change the rating -- down

Further enrollment declines and pressure on net tuition per
student; further deterioration of operating cash flow; additional
borrowing without compensating growth of financial resources.

Key Indicators:

   * Total Full-Time Equivalent (FTE) Enrollment: 10,226 FTE

   * Freshmen Selectivity: 76.1%

   * Freshmen Matriculation: 18.1%

   * Total Financial Resources: $49.3 million

   * Adjusted Total Financial Resources (adding back $56.8 million
     post-retirement liability): $106.1 million

   * Pro-Forma Direct Debt: $197.8 million (including $62 million
     of unsecured taxable notes)

   * Expendable Financial Resources-to-Direct Debt: -0.1x

   * Adjusted Expendable Financial Resources-to-Debt: 0.2x (adding
     back post-retirement liability)

   * Adjusted Expendable Financial Resources-to-Operations: 0.1x
     (adding back post-retirement liability)

   * Average Operating Margin: -1.8%

   * Operating Cash Flow Margin: 3.3%

   * Average Debt Service Coverage: 1.9 times

   * Reliance on Student Charges: 85.3%

Rated Debt:

   * Series 1997: Ba1 underlying rating/Aaa insured (MBIA)

   * Series 2000: Ba1 underlying rating/Aaa insured (MBIA)

   * Series 2005A and B: Ba1 underlying long-term rating/NR short-
     term rating/Aaa insured (MBIA)

   * Series 2000 Insured Lease Revenue Bonds (State Judicial
     Institute): A1 underlying rating/Aaa insured (included as
     indirect debt of the University)


PACIFIC LUMBER: Scotia Hires Gibson Dunn as Insolvency Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas has granted authority to Scotia Pacific Company LLC to hire
Gibson, Dunn & Crutcher LLP, as its general insolvency counsel.

Scopac Chief Financial Officer Gary L. Clark related that Gibson
Dunn is intimately familiar with Scopac's business and financial
affairs.  The firm had worked closely with Scopac's management in
connection with its restructuring and reorganization efforts, and
had become well acquainted with Scopac's corporate history.

As a result, Gibson Dunn had developed relevant experience and
expertise regarding Scopac that will assist it in providing
effective and efficient services in the Debtor's Chapter 11 case.

As Scopac's general insolvency counsel, Gibson Dunn is expected
to:

   (a) advise Scopac of its rights, powers and duties as a
       debtor-in-possession under Chapter 11;

   (b) prepare, on Scopac's behalf, all necessary and appropriate
       applications, motions, proposed orders, other pleadings,
       notices, schedules, and other documents and review all
       financial and other reports to be filed in the Debtor's
       Chapter 11 case;

   (c) advise Scopac concerning, and prepare responses to,
       applications, motions, other pleadings, notices, and other
       papers that may be filed and served in this Chapter 11
       case, and the related Chapter 11 cases of Scotia
       Development LLC, The Pacific Lumber Company, Britt Lumber
       Co., Inc. and Salmon Creek LLC;

   (d) advise Scopac with respect to, and assist in the
       negotiation and documentation of, financing agreements and
       related transactions;

   (e) review the nature and validity of any liens asserted
       against Scopac's property and advise Scopac concerning the
       enforceability of those liens;

   (f) advise Scopac regarding its ability to initiate actions to
       collect and recover property for the benefit of its
       estate;

   (g) counsel Scopac in connection with the formulation,
       negotiation, and promulgation of a plan of reorganization
       and related documents;

   (h) advise and assist Scopac in connection with any potential
       property dispositions;

   (i) advise Scopac concerning executory contract and unexpired
       lease assumptions, assignments and rejections and lease
       restructurings;

   (j) assist Scopac in reviewing, estimating, and resolving
       claims asserted against Scopac's estate;

   (k) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by Scopac, protect
       assets of Scopac's Chapter 11 estate, or otherwise further
       the goal of completing Scopac's successful reorganization;

   (l) provide corporate, employee benefit, environmental,
       litigation, tax, and other general non-bankruptcy services
       to Scopac to the extent that it is requested; and

   (m) perform all other necessary or appropriate legal services
       in connection with the Chapter 11 case for or on behalf of
       Scopac.

As compensation, Gibson Dunn's professionals will be paid their
normal hourly rates, subject to periodic adjustment to reflect
economic, experience and other factors:

        Attorneys                     Hourly Rate
        ---------                     -----------
        Kathryn A. Coleman, Esq.         $655
        Frederick Brown, Esq.            $615

For the past six months, Scopac paid Gibson Dunn approximately
$658,153 on account of services rendered and expenses incurred by
the firm relating to Scopac.  The Retainer, adjusted for any
accrued unpaid prepetition fees and expenses, has a current
balance of $314,661, which will be held as security for Gibson
Dunn's postpetition services and related expenses.

Kathryn A. Coleman, Esq., a partner at Gibson Dunn, assured the
Court that the firm neither holds nor represents any interest
adverse to Scopac's estates and is a "disinterested person," as
the term is defined in Section 101(14) of the Bankruptcy Code.

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 7, http://bankrupt.com/newsstand/or     
215/945-7000).                 


PACIFIC LUMBER: Gets Interim Nod to Hire Blackstone as Advisor
--------------------------------------------------------------
Judge Richard S. Schmidt of the United States Bankruptcy Court for
the Southern District of Texas, gave Pacific Lumber Company and
its debtor-affiliates authority, on an interim basis, to employ
The Blackstone Group L.P. as its financial advisor.

                  Blackstone's Scope of Employment

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Blackstone Group will:

   (a) assist in the evaluation of PALCO's businesses and
       prospects;

   (b) assist in the development of PALCO's long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Court, the Board of Directors,
       various creditors and other third parties;

   (d) analyze PALCO's financial liquidity;

   (e) evaluate PALCO's debt capacity and alternative capital
       structures;

   (f) analyze various restructuring scenarios and the potential
       impact of these scenarios on the ability to maximize
       PALCO's estate;

   (g) provide strategic advice with regard to the Plan;

   (h) assist in the evaluation of and raising of debt and
       equity as new financing;

   (i) participate in negotiations among the Debtors and its
       creditors, suppliers, lessors and other interested
       parties, as appropriate;

   (j) value securities offered by PALCO in connection with a
       plan;

   (k) provide expert witness testimony as needed; and

   (l) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a plan as requested and mutually agreed.

Blackstone's anticipated services do not encompass:

   (a) other investment banking services or transactions that may
       be undertaken at PALCO's request;

   (b) responsibility for designing or implementing any
       initiatives to improve PALCO's operations, profitability,
       cash management or liquidity;

   (c) representations or warranties about PALCO's ability to
       successfully improve its operations, maintain or secure
       sufficient liquidity to operate its business, raise new
       financing on any particular set of terms or successfully
       consummate a plan.

After considering various alternative candidates, Nathaniel Peter
Holzer, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C.,
in Corpus Christi, Texas, relates that PALCO selected Blackstone
as its financial advisor because of the firm's diverse experience
and extensive knowledge in the fields of advisory services and
bankruptcy.

PALCO will pay Blackstone these fees for the financial advisory
services contemplated:

   1. A $50,000 monthly advisory fee commencing on the Effective
      Date, and payable on each monthly anniversary of the
      Effective Date with the final payment due on March 18,
      2007;

   2. An ongoing monthly fee based on the level of work required
      of Blackstone payable commencing on April 18, 2007;

   3. A $850,000 restructuring fee payable after the consummation
      of a plan;

   4. A debt financing fee of 2% of the total facility size of
      any debt financing arranged by Blackstone; and

   5. An equity financing fee of 4% of the total equity capital
      secured by Blackstone from third party sources.

Steven Zelin, senior managing director of Blackstone, relates
that the firm was retained by PALCO on a prepetition basis to
represent it in its restructuring and reorganization efforts, and
was paid a $200,000 retainer and a $25,000 expense advance.  In
January 2007, the Firm received an additional $39,133 for actual
out-of-pocket expenses.

Mr. Zelin assures the Court the Blackstone is a "disinterested
person" as defined under Section 101(14) of the Bankruptcy Code.
Blackstone's members and employees are not:

   -- creditors, equity security holders or insiders of PALCO;
      and

   -- and were not directors, officers or employees of PALCO,
      within two years before the Petition Date.

                  Official Committee's Objections

As reported in the Troubled Company Reporter on March 1, 2007, the
Official Committee of Unsecured Creditors asked the Court to
deny the Debtors' request to hire Blackstone Group for these
reasons:

   1. There is no urgency to retain the services of Blackstone.

   2. The Debtors' applications to retain Blackstone should be
      considered at the same time.

   3. The proposed compensation structure in favor of Blackstone
      appears to be overly generous.

                       LaSalle's Objections

LaSalle Business Credit LLC and LaSalle Bank National
Association also opposed the Debtors' request to hire Blackstone
citing:

   1. The fact that Scotia Pacific Company LLC has also sought
      to retain Blackstone as a financial advisor to perform a
      virtually identical list of services presents significant,
      inherent conflicts.

   2. The size of the fees sought by Blackstone and about pre-
      determining them at this early stage of PALCO's cases when
      it is unclear what value Blackstone will be able to add to
      the Debtors' efforts to reorganize.

Hiring Blackstone as advisor for Scopac and for the PALCO Debtors
is not a good idea because Blackstone would be compromised by the
need to serve two masters with divergent interests, Henry J.
Haim, Esq., at Bracewell & Giuliani LLP, in Houston, Texas,
points out.  Blackstone's hands will be tied by its conflicting
duties almost whenever it is called to assist the Debtors' most
pressing business issues, Mr. Haim adds.

Furthermore, the pre-approval of the reasonableness of
Blackstone's Success Fees prejudices LaSalle and other creditors
from dissenting to its appropriateness in the future, Mr. Haim
contends.

Accordingly, LaSalle asks Judge Richard S. Schmidt to deny the
Application or, at least make the payment of any Success Fees
subject to Court approval at a subsequent hearing.

                      Scopac's Request

As reported in the Troubled Company Reporter on Mar. 13, 2007, the
Court had granted, on an interim basis, authority to Scotia
Pacific Company LLC to employ Blackstone Group as its financial
advisor.

                      About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 7, http://bankrupt.com/newsstand/or     
215/945-7000).


PLATFORM LEARNING: Hires Fred Gunzel as Interim CFO
---------------------------------------------------
Platform Learning Inc. obtained authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ Fred Gunzel
at Tatum LLC, as its interim chief financial officer.

The Debtor told the Court that Mr. Gunzel will remain as interim
CFO for an initial term of six months starting on Dec. 11, 2006,
and thereafter automatically renewable for 30-day periods.

Fred Gunzel is expected to work with the Debtor's senior
management team, board of directors and professionals, and oversee
the Debtor's financial activities.

Mr. Gunzel, managing partner of Tatum LLC, will bill the Debtor
$20,000 per month.  He is entitled to receive reimbursement for
his current monthly medical coverage and other expenses.  Tatum
LLC, Mr. Gunzel's employer, will be paid $5,000 per month as
resource fee.

Mr. Gunzel assured the Court that he is a "disinterested person"
as that term is defined is Section 101(14) of the Bankruptcy Code.

Mr. Gunzel can be reached at:

     Fred Gunzel
     Tatum LLC
     230 Park Avenue, 10th Floor
     New York, New York 10169
     Tel: (201) 891-5931
     http://www.tatumllc.com/

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq., at
Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at Blank Rome LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $21,026,148, and total debts of $36,933,490.


PLATFORM LEARNING: Hires Gotbaum as Chief Restructuring Officer
---------------------------------------------------------------
Platform Learning Inc. obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Joshua Gotbaum as its chief restructuring officer.

Mr. Gotbaum is expected to:

     a) review the Debtor's operations, finances, systems and
        other aspects of its business;

     b) recommend changes or improvements to the business and
        implement those changes as appropriate, subject to input
        from the Board of Directors;

     c) meet the with the Debtor's clients, employees, suppliers,
        lenders, creditors and others with an interest in the
        Debtor's business;

     d) oversee and manage the Debtor's Chapter 11 reorganization
        process, particularly with respect to the development and
        negotiation of Chapter 11 plan of reorganization; and

     e) perform other duties as requested by the Board.

The Debtor will pay Mr. Gotbaum $1,000 per week for his work, plus
reimbursement for coach-level travel and other valid expenses.
Additionally, Mr. Gotbuam will submit to the Court quarterly
reports for compensation earned.

To the best of the Debtor's knowledge Mr. Gotbaum does not hold
any interest adverse to the Debtor's estates or creditors.

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq.,
at Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at Blank Rome LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $21,026,148, and total debts of $36,933,490.


PLY GEM: S&P Rates $768 Million Senior Secured Bank Loan at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured bank loan and '1' recovery ratings to the $768.5 million
amended and restated first-lien credit facilities of Ply Gem
Industries Inc. based on preliminary terms and conditions.

The proposed financing consists of a $688.5 million term loan and
an $80 million revolving credit facility.  The first-lien
facilities are rated one notch higher than the corporate credit
rating on PGI.  The '1' recovery rating indicates the expectation
of full recovery of principal in the event of a payment default.

Proceeds will be used to repay the $583.5 million outstanding
under the existing first-lien term loan and to fully repay the
$105 million second-lien term loan.  Standard & Poor's will
withdraw the ratings on the previous facilities upon completion of
the proposed transaction.

"In assessing downside risk, we believe that long, sharp drops in
housing starts and in repair and remodeling activity, margin
compression, or increased competition could cause a default," said
Standard & Poor's credit analyst Pamela Rice.

"We believe there would continue to be a viable business model
driven by the company's solid positions in the vinyl siding and
window markets.  Therefore, we believe that lenders would achieve
the greatest recovery value through reorganization of the company
rather than liquidation."

Ratings List:

   * Ply Gem Industries Inc.

      -- Corporate Credit Rating, B/Stable/--

Ratings Assigned:

      -- $688.5 million Senior securedterm loan, B+, Recovery
         rating: 1

      -- $80 million revolving credit facility, B+, Recovery
         ratiung: 1


PORTRAIT CORP: Has Until May 28 to Remove Civil Actions
-------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave Portrait Corporation of America Inc. and its debtor-
affiliates until the earlier of plan confirmation and
May 28, 2007, to remove prepetition civil actions.

The Debtors are currently party to numerous State Court Actions.  
The Debtors pointed out that this is simply not the time for them
to be reviewing state court litigations for purposes of removal.

The Debtors recently filed their proposed plan of reorganization
and an accompanying disclosure statement with the Court.  The
Debtors want to obtain Court approval of their plan by the end of
April 2007.  Before that, the Debtors must obtain Court approval
of their disclosure statement; prepare for the voting and claims
resolution processes; and obtain exit financing necessary to
consummate the Plan.

The Debtors say they need more time to make fully informed
decisions concerning removal of the State Court Actions.

Portrait Corporation of America, Inc. -- http://pcaintl.com/--   
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates
a modular traveling business providing portrait photography
services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for
Chapter 11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case
No. 06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' financial advisor
and investment banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of Unsecured
Creditors.  Peter J. Solomon Company serves as financial advisor
for the Committee.  At June 30, 2006, the Debtor had total assets
of $153,205,000 and liabilities of $372,124,000.

The Debtors' submitted a Joint Chapter 11 Plan of Reorganization
and Disclosure Statement explaining that Plan on Jan. 31, 2007.


POST PROPERTIES: Good Performance Cues Moody's Positive Outlook
---------------------------------------------------------------
Moody's Investors Service raised the outlook for the Baa3 senior
unsecured and Ba1 preferred stock ratings of Post Properties, Inc.
and Post Apartment Homes, LP to positive, from stable.  The rating
agency cited improvement in the REIT's credit metrics and improved
diversification in its apartment portfolio.

Post has made meaningful progress in addressing key challenges
highlighted by Moody's, most notable of which have been the
reduction in leverage, improvement in coverage, and lower exposure
to Atlanta.  Effective leverage has been reduced to 42% of gross
assets at year end 2006 from 50% in 2003, and fixed charge
coverage is above 2.4x, significantly better than 1.7x in 2003.  
As well, Moody's acknowledges that growth prospects for Atlanta
remain among the highest in the nation; however, the metro area
has experienced excess supply issues in the past, and the company
had generated over 60% of its net operating income from the city
as recently as 2003.  Post is poised to lower the Atlanta NOI
contribution to below 40%, a level from which Moody's takes
meaningfully more comfort.  Finally, Moody's also notes the REIT's
progress in lowering secured debt to less than 14% at year end
2006 from over 19% in 2003; Moody's expects further improvement in
the near term.

Moody's would upgrade Post's ratings should the REIT successfully
reduce its exposure to Atlanta to below 40% of NOI while
maintaining effective leverage below 45% of gross assets and fixed
charge coverage greater than 2.4x.  Conversely, if Post Properties
fails to uphold or improve upon the progress it has made in any of
these areas, Moody's will likely return the outlook to stable
without raising the REIT's ratings.  An increase in secured debt
relative to gross assets above 15% would also likely stabilize the
rating at the Baa3 level.

The outlook was revised to positive from stable for these ratings:

   * Post Properties, Inc.

      -- Ba1 preferred stock; and
      -- Ba1 preferred shelf

   * Post Apartment Homes, LP

      -- Baa3 senior unsecured; and
      -- Baa3 senior unsecured shelf

In its most recent rating action with respect to Post, Moody's
lowered the REIT's senior debt to Baa3 from Baa2 and changed the
outlook to stable in July 2003.

Post Properties, Inc is a multifamily REIT headquartered in
Atlanta, Georgia, USA and has operations in nine markets across
the country. Post Properties owns 21,745 apartment homes in 61
communities.  The company focuses on developing and managing
garden and high density urban apartments.  In addition, the Post
Properties develops condominiums and converts existing apartments
to for-sale multifamily communities.


PRIDE INTERNATIONAL: Earns $68.9 Million in Quarter Ended Dec. 31
-----------------------------------------------------------------
Pride International Inc. reported net income of $68.9 million on
revenues of $669.2 million for the fourth quarter ended
Dec. 31, 2006.  Net income increased 70% compared to net income of
$40.6 million reported for the fourth quarter of 2005, while
revenues rose 21% compared to revenues of $551 million during the
fourth quarter of 2005.  

Results for the fourth quarter included expenses of $14.4 million
resulting from the early termination of certain existing agency
relationships associated with five of the company's
semisubmersible rigs in Brazil; $4.9 million relating to the Audit
Committee's ongoing investigation; and $3.9 million resulting from
the impairment of two platform rigs in the company's Offshore
segment and three workover rigs in its Latin America Land segment.

In November 2006, the company announced the acquisition of its
partner's interest in the joint venture companies that owned the
two dynamically positioned, deepwater semisubmersible rigs Pride
Rio de Janeiro and Pride Portland, increasing the company's
ownership in the two units from 30% to 100%.  As a result of the
transaction, revenues for the fourth quarter increased by
$8 million related to the amortization of deferred credits
associated with contracts acquired.  Operating costs declined by
$7.8 million due to the elimination of lease payments on the two
rigs.  Depreciation expense increased $5 million, and interest
expense increased by $2 million, due primarily to the addition of
$284.1 million of joint venture debt to the company's balance
sheet.  

For the year ended Dec. 31, 2006, net income totaled
$296.5 million on revenues of $2.495 billion, compared to net
income of $128.6 million on revenues of $2.033 billion in 2005.

At Dec. 31, 2006, the company's balance sheet showed
$5.097 billion in total assets, $2.435 billion in total
liabilities, $28.3 million in minority interest, and
$2.633 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?1b40

Louis A. Raspino, President and Chief Executive Officer of Pride
International Inc., stated, "The company achieved record financial
results in 2006 as a result of improving fleet dayrates and
activity.  These financial results were accomplished despite an
active rig maintenance and upgrade schedule that included 10 rigs
entering shipyards in 2006 combined with a moderating U.S. Gulf of
Mexico jackup dayrate environment.  The offshore drilling industry
continues to experience strong customer demand in most offshore
drilling regions, producing exceptional contracting opportunities
for our floating rig fleet.  The company concluded 2006 with a
record revenue backlog of approximately $5.7 billion, providing an
excellent foundation for cash flow growth in 2007 and beyond.  In
addition, 2006 will be remembered for the company's excellent
safety performance, which was the best in its history and followed
record safety performance in 2005."

Raspino added, "With the completion of the Brazilian joint venture
acquisition in November 2006, combined with the acquisition of our
partner's joint venture interest in Angola in late 2005, the
company has made an aggregate investment of approximately
$700 million in technically advanced deepwater assets.  These
investments, combined with the January 2007 appointment of an
executive team capable of leading our Latin America Land and E&P
Services segments on a standalone basis, and the continued sale of
non-strategic assets, which totals approximately $250 million
since late 2004, is evidence of the company's continued progress
toward a strategic focus on offshore drilling with a greater
exposure to the high-specification floater segment.  During 2007,
we will intensify our efforts regarding the pursuit of other
value-adding growth opportunities."

For the 12 months ended Dec. 31, 2006, cash flow from operations
totaled $611.7 million, up from $321.9 million in 2005.  The
company reported total debt at Dec. 31, 2006 of $1.386 billion,
representing a $319.5 million increase from total debt at
Sept. 30, 2006.  The increase in total debt during the quarter
related to the acquisition of the Brazilian joint venture,
including net borrowings of $50 million under the revolving credit
facility to fund the purchase and the consolidation of
$284 million of joint venture debt.

Capital expenditures during the fourth quarter ended
Dec. 31, 2006, were $130 million, resulting in total capital
expenditures for the year of $356 million compared to capital
expenditures of $157 million for 2005.  

                     About Pride International

Headquartered in Houston, Texas, Pride International Inc.
(NYSE: PDE) -- http://www.prideinternational.com/-- provides    
onshore and offshore contract drilling and related services in
more than 25 countries, operating a diverse fleet of 277 rigs,
including two ultra-deepwater drillships, 12 semisubmersible rigs,
28 jackups, 16 tender-assisted, barge and platform rigs, and 214
land rigs.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family Rating
for Pride International Inc.


RADIANT ENERGY: Further Delays Filing of 2006 Report to March 17
----------------------------------------------------------------
Radiant Energy Corp. moved its expected filing date of the
company's annual financial statements for the year ended Oct. 31,
2006, from March 9, 2007, as previously reported, to on or before
March 17, 2007.

The company has informed the Ontario Securities Commission that it
cannot timely file its financial report for the year 2006 that was
due for filing on Feb. 28, 2007.

The Commission has issued a Management and Insider Cease Trade
Order, prohibiting the trading of the company's securities by its
senior officers, directors, insiders, and significant
shareholders.  The order will be lifted once the company files the
required year-end financial statements.

                       About Radiant Energy

Based in Port Colborne, Ontario, Radiant Energy Corp. (TSX: RDT)
-- http://www.radiantenergycorp.com/-- through its wholly owned  
subsidiary Radiant Aviation Services developed and sells the only
infrared alternative to traditional glycol-based aircraft deicing.  
Its fully patented InfraTek(R) systems are approved for use by the
FAA.  Before the introduction of InfraTek, spraying with glycol
was the only feasible method to satisfy FAA safety guidelines for
ensuring that aircraft are properly deiced before take-off.

At July 31, 2006, the company's balance sheet showed a
stockholders' deficit of $12,093,699, as compared with a deficit
of $11,269,492 at Oct. 31, 2005.


REFCO INC: RCM Trustee Objects to 18 Claims Totaling $240 Million
-----------------------------------------------------------------
Mark S. Kirschner, the duly appointed Plan Administrator and
Chapter 11 trustee for Refco Capital Markets, Ltd.'s estate, ask
the U.S. Bankruptcy Court for the Southern District of New York to
rule on 18 invalid proof of claims aggregating approximately
$240,000,000.

The Subject Claims are:

    Claimant                       Claim No.    Claim Amount
    --------                       --------     ------------
    Carlos Fradique                  11400        $5,524,340
    Corporex Investment, LLC         10077            33,223
    Dante Canonica                    9934           179,540
                                      9935           350,610
    Geshoa Structured Finance Ltd.   11443         9,560,708
                                     14177        10,134,755
    Jose Maria Gregorio              11019            17,070
    Markwood Investments Ltd.        12260       144,206,978
    Minglewood Investments, LLC       1679         2,796,619
    PM Petromanagement Limited        9879           669,200
    Quercus Investments Ltd.          9933         5,277,684
    Reserve Invest (Cyprus) Ltd.     11392        14,199,476
    Rocky Systems Corp.               9923           486,271
    RR Investment Company Ltd.       11837        42,565,793
    Swix Currency Fund Limited        9938         2,473,118
    Vedat Barha                       9943         1,030,168
    Vipasa Int'l. Investments Corp.  10134                 -
    Armand Marquis                    1368                 -

Specifically, the RCM Administrator asserts that:

   (a) the Marquis Claim should be disallowed because it does
       not hold any liability owing to RCM or any of the other
       Debtors;

   (b) the Fradique Claim, which was based on the claimant's
       foreign exchange account as of the Petition Date; and the
       Corporex Claim, which arose from an account containing
       digital options, should be classified as RCM FX/Unsecured
       Claims instead of being RCM Securities Customer Claims
       pursuant to the Debtors' Chapter 11 Plan;

   (c) seven claims filed by PM Petromanagement, Mr. Canonica,
       Quercus Investments, Rocky Systems, Swix Currency, and
       Vedat Barha -- the FX customers who attempted to buy
       U.S. Treasury Bills with their FX account proceeds after
       the RCM Petition Date, should be reclassified as RCM
       FX/Unsecured Claims since their requested T-Bill
       purchases were not consummated as of the Petition Date;

   (d) Geshoa's Claim No. 14177 is inconsistent with RCM's
       books and records, while its Claim No. 11443 should be
       disallowed and expunged because it is duplicative to
       Claim No. 14177;

   (e) the Gregorio Claim, which is alleged to be funds wrongly
       transferred to an RCM account before the Petition Date,
       has an inappropriate value and should be treated as an
       RCM FX unsecured Claim;

   (f) the Markwood Claim should be disallowed because it is
       inconsistent with RCM's books and records;

   (h) three claims filed by Minglewood, RIC, and RR Investment
       are inconsistent with RCM's books and records, and, thus
       should be disallowed; and

   (i) the Vipasa Claim, which was filed in respect of a
       securities account with a negative balance, was not
       amended, and thus should be disallowed and expunged in
       its entirety.

Moreover, the RCM Administrator seeks a scheduling order
governing certain procedures to resolve the Subject Claims.

                          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: RCM Trustee Objects to Carlos Sevilleja's $4.2MM Claim
-----------------------------------------------------------------
Marc S. Kirschner, as the duly appointed administrator and
Chapter 11 Trustee of Refco Capital Markets, Ltd.'s estate, asks
the Court to disallow and expunge Claim 10136 filed by Carlos
Sevilleja asserting not less than $4,235,972 in connection with
Mr. Sevilleja's account at RCM.

Tina L. Brozman, Esq., at Bingham McCutchen LLP, in New York,
relates that before Refco Inc. and its debtor-affiliates'
bankruptcy filing, Mr. Sevilleja and RCM entered into a master
agreement and executed various transactions in the Account, which
left RCM owing $4,235,972 to Mr. Sevilleja.

Within 90 days before its bankruptcy filing, RCM separately
transferred an aggregate of $105,000,000 from the Account to
Mr. Sevilleja.

Subsequently, the RCM Trustee filed a complaint against Mr.
Sevilleja to recover the Preferential Transfers.  Mr. Sevilleja
also filed its claim as a result of the Transactions under the
Agreement.

Under Section 547(b) of the Bankruptcy Code, Ms. Brozman notes
that the RCM Trustee may avoid the Preferential Transfers because
Mr. Sevilleja was a creditor of RCM at all times.

Ms. Brozman adds that the Preferential Transfers:

   (i) were made for the benefit of Mr. Sevilleja on account of
       a previous debt owed by RCM before the Preferential
       Transfers were made;

  (ii) were made while RCM was insolvent;

(iii) were made within 90 days before the Petition Date; and

  (iv) enabled Mr. Sevilleja to receive more than he would have
       received if (x) the Preferential Transfers had not been
       made, (y) the case was a Chapter 7 case, and (z) he had
       received payment of the debt provided by the Bankruptcy
       Code.

Ms. Brozman further contends that under Section 550, the RCM
Trustee may recover the Preferential Transfers, including
interest and costs since (i) they are avoidable under Section
547, and (ii) Mr. Sevilleja is the initial transferee of the
Preferential Transfers, or the immediate transferee of that
initial transferee.

Ms. Brozman insists that the Claim should be disallowed because
Mr. Sevilleja has not paid the amount of the Preferential
Transfers, or turned over any property, to RCM.

                          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).


REJ PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: REJ Properties, Inc.
        3156 East Patrick Lane, Suite 1
        Las Vegas, NV 89120

Bankruptcy Case No.: 07-11280

Type of Business: The Debtor filed for chapter 11 protection on
                  Sept. 7, 2005 (Bankr. N.D. Calif. Case No. 05-
                  45050).

Chapter 11 Petition Date: March 12, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Elis R. Aldecoa, Esq.
                  Brian R. Davis, Esq.
                  Hayes Davis Ellingson McLay Scott, LLP
                  203 Redwood Shores Parkway, Suite 480
                  Redwood City, CA 94065
                  Tel: (650) 637-9100
                  Fax: (650) 637-8071

Total Assets: $19,200,00

Total Debts:   $5,300,00

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


SANDRIDGE ENERGY: Moody's Rates $1 Billion Senior Loan at B3
------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
SandRidge Energy, Inc.  Under the Loss Given Default methodology,
Moody's assigned a B3, LGD4, 63% to its $1 billion senior
unsecured term loan, which includes a $650 million 8-year fixed
rate and $350 million 7-year floating rate tranche.

SD can defer cash interest for 4 years under the fixed rate
tranche.  If, by April 30, 2008, SD does not offer to exchange the
term loan for a 144A senior unsecured note with registration
rights, the loan spread begins rising by up to 50 basis points.

The rating outlook is stable.

With extremely high leverage on productive reserves, a negative
outlook is possible:

   * if production or cash flow weaken for 2 to 3 consecutive
     quarters;

   * if SD's drilling program cannot grow production considerably
     at competitive full-cycle costs; or

   * leverage rises on reserves and production.

Depending on the degree to which its credit has firmed, SD's
planned late 2007 IPO may be central to its ratings.

Moody's exploration and production methodology maps SD to a B3
corporate family rating, one notch below the assigned corporate
family rating.  

The B2 rating gains uplift from:

   * notably deep junior capital backing from SD's CEO and strong
     equity sponsors;

   * the CEO's capital and reputational commitment to SD's
     success;
   * a strong management and technical team track record;

   * SD's scale and visible history, though at far lower levels of
     drilling activity than planned;

   * third party engineering on 99% of reserves, including 400
     proven undeveloped locations; and

   * the added governance of seasoned equity sponsors, augmenting
     SD's own capital discipline as it mounts a drilling surge.

The core credit issue is the scale and productivity of drilling
activity that SD can mount and sustain at its core remote Pinon
Field in the West Texas Overthrust play.  It will need to
substantially boost production relative to debt and heavy staffing
costs and establish that its drilling inventory can generate
sustained growth at competitive production and finding and
development costs.  Pinon is geologically highly complex and still
comparatively new to the new SD team.  

SD posted competitive Pinon results while running 7 rigs though
time will reveal if Pinon has ample high quality drilling
locations to sustain the pending 22 rig program.  Results within
its 400 Pinon PUD locations will be core to 2007 and 2008
performance and Moody's will begin to see emerging productivity
patterns from SD's Pinon/WTO probable and possible locations.  The
drilling ramp-up in highly complex geology precedes a large 3D
seismic program SD will acquire over the next 3 years.  However,
SD believes that it has a fairly confidence level of the
subsurface from well control data garnered a total of 275 wells
drilled and produced by the sector.

SD's ratings are restrained by extremely high leverage on funded
PD reserve volumes, production and cash flow, and total proven
reserve volumes (debt plus FAS 69 capex divided by total
reserves).  SD has a proportionally very small foundation of PD
reserves.  Book debt is $1.1 billion and adjusted debt is $1.490
billion after applying a 75% debt weighting to preferred stock.
Cash flow after capital spending will be negative well into 2008.
Unit economics and surface infrastructure needs are also impacted
by the very high CO2 content of one of its key Pinon producing
zones.  The ratings anticipate acquisitions if the Pinon ramp up
is insufficiently productive.

The ratings are further supported by:

   * the visible record of the NEG and SD properties at current
     rig activity;

   * SD's ownership of rigs enhances its control over rig
     availability;

   * SD's productive presence in other well established regions;
     and

   * possible incremental support from Mr. Ward or SD's other
     sponsors if incremental funds are needed during temporary
     under performance.

Additionally, the WTO area appears to have historically been
under-exploited.  SD also operates an average of 95% of its WTO
properties and it benefits by controlling its own rig fleet and
other midstream activity in the WTO area.

Together with approximately $300 million of new private equity
proceeds, term loan proceeds will:

   * repay $200 million of senior secured revolver debt,

   * refinance an $850 million senior unsecured bridge loan
     incurred when SD acquired NEG Oil & Gas LLC, and

   * pre-fund a portion of the $693 million 2007 capital program.

The pro-forma capital structure includes:

   * $625 million of common equity

   * $448 million of convertible preferred stock

   * the $1 billion term loan

   * $62 million of secured debt backing rig acquisitions and
     construction.

SD currently has no borrowings under its $300 million secured
borrowing base revolver.  The revolver is documented for
$700 million and the term loan grants a secured debt carve out of
the greater of $700 million or 30% of consolidated net tangible
assets.

CEO Tom Ward invested $560 million of common and $55 million of
preferred equity in SD.  Mr. Carl Icahn retains a $244 million
common equity stake through American Real Estate Partners' as
partial compensation for NEG.  Ares Management, L.P. has signed to
invest approximately $200 million of private common equity.  Other
well known private capital groups have invested in SD's
convertible preferred shares.

Netherland & Sewell and DeGoyler and McNaughton engineered
approximately 99% of SD's proven reserves. SD estimates 167 mmboe
of year-end 2006 proven reserves.  A very low 32% is proven
developed producing, 6% is proven developed non-producing, and a
resulting very low 38%, or 62.4 mmboe, is PD reserves.  Total
reserves map to a low Ba rating while PD's map to a single B.
Approximately 10 mmboe per year of production is modest, mapping
to a low single B.  Moody's estimates a PD reserve life of
6.2 years.  Moody's assesses diversification as low.

Production averaged 23,333 boe/day (140 mcfe/day) from January 1
to March 4, 2007, hurt by a 40 day shut-in of GOM production and a
28 day shut-in of 50% of Gulf Coast production due to pipeline
incidents.  Production is averaging 27,667 boe/day (166 mcfe/day)
after pipeline repairs and 10 new WTO well completions.  Average
pro-forma fourth quarter 2006 production was 26,178 boe/day,
exiting 2006 at 26,667 boe/day.

SD's leverage on PD reserves and on total proven maps to a low Caa
rating.  Leverage on retained cash flow after sustaining capital
spending is in the B/Caa range.  SD's preferred stock-adjusted
leverage on PD reserves of $23.89/PD boe and leverage excluding
preferred stock is approximately $18/PD boe, both at the highest
end of Moody's rated E&P universe.  Leverage on total proven
reserves (debt plus FAS 69 future development costs, divided by
proven reserves) is also high at approximately $14.29/boe, mapping
to the Caa category.  Preferred stock adjusted leverage on
production is a very high $55,890/boe of production.

Regarding reinvestment risk, for year-end 2006, SD posted 3-year
all sources reserve replacement costs of roughly $13/boe and
3-year drillbit finding and development costs of $6.30/boe.  One
year all sources reserve replacement costs are somewhat over
$15/boe.  Three-year all sources replacement costs map to a B
rating.  While all-sources results reflect the up-cycle NEG
acquisition, that result is muted by NEG's high content of low
value PUD reserves needing heavy drilling and development outlays
to bring to production.  Drillbit finding and development costs
will likely rise as SD drills and develops booked PUD reserves.  
SD will also be funding significant surface infrastructure costs.

SD's pro-forma total unit full cycle costs are temporarily
exceptionally high due to high front-end costs for a major
staffing ramp-up and very high unit interest expense and preferred
dividends.  Roughly $50/boe of fourth quarter 2006 full-cycle
costs map below the Caa rating range, versus a $40/boe realized
price on production.  However, these costs include temporarily
very high G&A, up sharply from $6/boe in 2005 and which SD
believes will approach $5/boe by year-end 2007.  Very high unit
interest and dividend expense of roughly $13/boe would fall to the
extent production grows.  Unit production costs are estimated to
be somewhat over $10/boe, high for a mostly natural gas producer
but partly due to the higher production CO2 flood activity of
PetroSource.

SandRidge Energy, Inc. is headquartered in Oklahoma City,
Oklahoma.


SCOTTISH RE: Ernst & Young Raises Going Concern Doubt
-----------------------------------------------------
Ernst & Young LLP, in Charlotte, North Carolina, expressed
substantial doubt about Scottish Re Group Limited's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's net loss for the year ended Dec. 31, 2006, retained
deficit at Dec. 31, 2006, deteriorating financial performance, and
worsening liquidity and collateral position.

Scottish Re Group Limited reported a net loss of $231.6 million
for the fourth quarter ended Dec. 31, 2006, compared with net
income of $60.8 million for the prior year period.  For 2006, the
company reported a net loss of $366.7 million, compared with net
income of $130.2 million for the prior year.

"We are disappointed with the results for the quarter, but are
pleased with our ability to maintain our business throughout this
very difficult period.  Although the consequences of the rating
downgrades have continued to impact our operating results, we are
confident that the proposed transaction with MassMutual Capital
and Cerberus will significantly improve our financial situation
and stabilize the company as we move into the second quarter of
2007," said Paul Goldean, Chief Executive Officer of Scottish Re
Group Limited.

The net operating loss for the fourth quarter was primarily
attributable to these factors:

  -- 5% higher than expected mortality in the North America  
     segment of approximately $11 million;
     
  -- Unfavorable lapse experience in the North America segment of
     approximately $14 million;
    
  -- The reversal of an expected recovery from a specific client
     of approximately $15 million due to corrected data from the
     client;
     
  -- The write-off of goodwill and unrecoverable deferred
     acquisition costs of approximately $34 million and
     $12 million, respectively, related to the International
     segment;

  -- Tax expense of $118.2 million principally related to a
     $91 million valuation allowance established on deferred tax
     assets.  The valuation allowance resulted from a specific tax
     planning strategy no longer being available to the company.  
     The other components of the higher tax expense primarily
     related to valuation allowance movements on deferred tax
     assets based on actual results of legal entity statutory
     income and movements in statutory reserves for the period;     
     and

  -- Higher operating expenses of approximately $14 million,
     including legal, directors' fees and the relocation of the
     company's offices from Windsor to London, plus higher
     collateral finance facility and interest costs as a result of   
     the rating downgrades and liquidity situation of
     approximately $8 million.

Total revenues for the quarter ended Dec. 31, 2006, decreased to
$668.2 million from $675 million for the prior year period, a
decrease of 1%.  Excluding realized gains and losses and the
change in value of the embedded derivatives, total revenues for
the quarter increased to $675.5 million from $666 million for the
prior year period, an increase of 1.4%.  Total revenues for the
year ended Dec. 31, 2006, increased to $2.451 billion from
$2.297 billion for the prior year, an increase of 6.7%.  Excluding
realized gains and losses and the change in value of the embedded
derivatives, total revenues for the year ended Dec. 31, 2006,
increased to $2.473 billion from $2.302 billion for the prior
year, an increase of 7.4%.

Total benefits and expenses increased to $783 million for the
fourth quarter ended Dec. 31, 2006, from $615.8 million for the
prior year period, an increase of 27.2%.  Total benefits and
expenses increased to $2.598 billion for the year ended
Dec. 31, 2006, from $2.183 billion for the prior year, an increase
of 19%.

The company's operating expense ratio (which is the ratio of
operating expenses to total revenue excluding realized gains and
losses and the change in value of embedded derivatives) for 2006
was 6.2%, as compared to an operating expense ratio of 5 for the
prior year.

For the fourth quarter, the company had a pre-tax loss of
$114.8 million before minority interest as compared to a pre-tax
profit of $59.2 million for the prior year period.  Income tax
expense for the fourth quarter was $118.2 million compared to an
income tax benefit of $1.2 million in the same year period.  For
2006, the company had a pre-tax loss of $147.5 million before
minority interest as compared to a pre-tax profit before minority
interest of $113.6 million for the prior year.  Income tax expense
for 2006 was $220.6 million compared to an income tax benefit of
$16.4 million in the prior year.  The change in effective tax rate
in the fourth quarter compared to the prior year is primarily
related to valuation allowance movements on deferred tax assets.

At Dec. 31, 2006, the company's balance sheet showed
$13.436 billion in total assets, $12.227 billion in total
liabilities, $7.9 million in minority interest, $143.7 million in
Mezzanine Equity, and $1.057 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?1b43

                        MassMutual Merger

On Nov. 26, 2006, the company entered into a Securities Purchase
Agreement with MassMutual Capital Partners LLC, a member of the
MassMutual Financial Group, and SRGL Acquisition, LLC, an
affiliate of Cerberus Capital Management, L.P. whereby, subject to
the terms and conditions set forth in the Securities Purchase
Agreement, the Investors will each purchase 500,000 of the
company's convertible cumulative participating preferred
shares, which will be newly issued, and which shares may be
converted into an aggregate of 150,000,000 ordinary shares,
subject to certain adjustments, if any, at any time and will
automatically convert on the ninth anniversary of the issue date
if not previously converted.

                         About Scottish Re

Scottish Re Group Ltd. -- http://www.scottishre.com/--     
is a global life reinsurance company.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, Singapore,
the United Kingdom and the United States.  Its flagship operating
subsidiaries include Scottish Annuity & Life Insurance Company
(Cayman) Ltd., Scottish Re (U.S.) Inc. and Scottish Re Limited.


SELECT MEDICAL: Add-on Cues S&P to Affirm B Bank Loan Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
specialty hospital operator Select Medical Corp. (B/Negative/--).
The affirmation follows the company's increase in the size of its
senior secured term loan B by $100 million, to $670 million and
includes the 'B+' bank loan rating and '1' recovery rating on the
loan.

The recovery rating indicates the expectation for full recovery of
principal in the event of a payment default.  Select will use the
proceeds of this loan, along with a $146 million draw from its
revolving credit facility to finance the $245 million acquisition
of the outpatient rehabilitation business from HealthSouth Corp.
Pro forma for the transaction, total debt, including its holding
company notes, will be approximately $1.8 billion.

"The negative outlook," said Standard & Poor's credit analyst
David P Pecknay, "reflects the potential for a lower rating if
Select is unable to soften the consequences of eroding earnings
and if its hospital transition plan falls short of expectations
with regard to the LTACH regulatory change for hospital-within-a-
hospital facilities."


SIERRA HEALTH: Earns $140.4 Million in Year Ended December 31
-------------------------------------------------------------
Sierra Health Services, Inc. had net income of $140.47 million for
the year ended Dec. 31, 2006, as compared with a net income of
$120.01 million for a year earlier.  Total operating revenues were
$1.71 billion in 2006, versus $1.38 billion in 2005.

The company listed $809.41 million in total assets and
$592.7 million in total liabilities, resulting to $216.71 million
in total stockholders' equity.  It reported cash and cash
equivalents of $58.91 million as of Dec. 31, 2006, as compared
with $88.05 million as of Dec. 31, 2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b26

                  Sierra Share Repurchase Program

From Jan. 1, 2006 through Dec. 31, 2006, the company purchased
6.6 million shares of its common stock, in the open market or
through negotiated transactions, for $243.1 million at an average
cost per share of $36.98.  

Since the repurchase program began in early 2003 and through
Dec. 31, 2006, the company purchased, in the open market or
through negotiated transactions, 28.7 million shares for
$630.8 million at an average cost per share of $22.01.

                      Contractual Obligations

The company's long-term debt consists of 2-1/4% senior convertible
debentures issued in March 2003 and a credit facility.  The
company also occupies premises and utilizes equipment under
operating leases that expire at various dates through 2016.  Its
total contractual obligations as of Dec. 31, 2006, were
$298.57 million.  

The company also has a $3.4 million long-term liability for
transition services related to its sale of CII Financial, Inc.
that the company is required to provide through Dec. 31, 2009.

                About Sierra Health Services, Inc.

Headquartered in Las Vegas, Nevada, Sierra Health Services, Inc.
(NYSE: SIE) -- http://www.sierrahealth.com/-- is a diversified   
health care services company that operates health maintenance
organizations, indemnity insurers, military health programs,
preferred provider organizations and multispecialty medical
groups. Sierra's subsidiaries serve more than 1.2 million people
through health benefit plans for employers, government programs
and individuals.

                       *     *     *

As reported in the Troubled Company Reported on March 14, 2007,
Standard & Poor's Ratings Services placed its 'BB+' counterparty
credit rating on Sierra Health Services Inc. on CreditWatch with
positive implications.


SIERRA HEALTH: May Incur Losses in 2007 Due to Product Offering
---------------------------------------------------------------
Sierra Health Services, Inc. expects to incur a loss in its 2007
fiscal year from the enhanced version of its Medicare Part D
Prescription Drug Program product offering.

Based on its claims experience for the month of January, Sierra
expects pharmacy costs on this product to be higher than
previously projected.  For the month of January, the only month
for which full claims data is currently available, the Company has
incurred pre-tax losses of approximately $3 million, or $2 million
after tax, from the enhanced product.  After completing
discussions with the Centers for Medicare and Medicaid Services
and analyzing data, including additional claims history, Sierra
expects to develop a best estimate of the losses associated with
the enhanced product and record a premium deficiency reserve in
the first quarter, for the entire 2007 period.  This best estimate
is expected to be developed within the next 45 to 60 days.

The company's earnings per share guidance for 2007 did not include
a contribution from the enhanced PDP product.  Sierra remains
comfortable with its original guidance of $2.30 to $2.40 per
diluted share, excluding the expected impact of losses for this
enhanced product.

In January, Sierra began offering an enhanced version of its PDP,
which provides prescription drug benefits through the coverage gap
or "donut hole."  As of Jan. 31, 2007, approximately 42,000
beneficiaries have enrolled in this product.

The company continues to offer a basic Medicare PDP product,
similar to its 2006 offering, which does not provide prescription
drug benefits through the coverage gap.  As of Jan. 31, 2007,
approximately 163,000 beneficiaries are enrolled in the basic
product.  The basic product is expected to generate pre-tax income
of approximately $11 million to $14 million for the year 2007.

Sierra's bid proposal for its enhanced PDP product was based upon
independent actuarial assumptions of membership characteristics
and expected drug utilization.  Claims experience for the month of
January indicates an unanticipated level of adverse risk selection
beyond that which was anticipated in the bid proposal.

Sierra is currently pursuing various strategies to mitigate these
expected losses and will work closely with CMS in their
implementation.

Sierra offers its stand-alone PDP in 30 states and the District of
Columbia through its subsidiary, Sierra Health and Life Insurance
Company, Inc.

                About Sierra Health Services, Inc.

Headquartered in Las Vegas, Nevada, Sierra Health Services, Inc.
(NYSE: SIE) -- http://www.sierrahealth.com/-- is a diversified   
health care services company that operates health maintenance
organizations, indemnity insurers, military health programs,
preferred provider organizations and multispecialty medical
groups. Sierra's subsidiaries serve more than 1.2 million people
through health benefit plans for employers, government programs
and individuals.

                       *     *     *

As reported in the Troubled Company Reported on March 14, 2007,
Standard & Poor's Ratings Services placed its 'BB+' counterparty
credit rating on Sierra Health Services Inc. on CreditWatch with
positive implications.


SIERRA HEALTH: Inks Indemnity Agreements with Directors & Officers
------------------------------------------------------------------
Sierra Health Services, Inc., disclosed that it entered into
separate Indemnity Agreements with each of its directors and with
a number of its officers and its subsidiaries' officers.

Each of the Indemnity Agreements, which contain identical
provisions, provides, subject to specified exceptions, that the
company will indemnify the other party to the Indemnity Agreement
to the fullest extent permitted by Nevada law and the articles of
incorporation and bylaws of the Company in proceedings commenced
by third parties, in derivative actions, and in situations where
the other party is a witness or threatened to be made a witness.

Each Indemnity Agreement also provides for contribution in
situations where indemnification is not available, and contains
provisions regarding advancement of expenses and the company's
obligation, subject to specified qualifications, to maintain
directors' and officers' liability insurance coverage.

Among the corporate officers who have separate Indemnity
Agreements with the company are:

    * Anthony M. Marlon, M.D., Chairman of the Board and Chief
      Executive Officer;

    * Jonathon W. Bunker, President and Chief Operating Officer;

    * Frank E. Collins, Senior Executive Vice President, Legal and
      Administration;

    * Donald J. Giancursio, Senior Vice President, Sales and
      Marketing;

    * Paul H. Palmer, Senior Vice President, Chief Financial
      Officer and Treasurer;

    * Darren G.D. Sivertsen, Senior Vice President, Operations;

    * Marc R. Briggs, Vice President, and Chief Accounting
      Officer; and

    * Lawrence S. Howard, Senior Vice President, Program Office.

The directors, in addition to Dr. Marlon, who signed Indemnity
Agreements with the company are:

    * Charles L. Ruthe,
    * Albert L. Greene,
    * Thomas Y. Hartley,
    * Michael E. Luce, and
    * Anthony L. Watson.

                           Amendment to Bylaws

The company's borad of directors, on March 11, 2007, adopted
Amended and Restated Bylaws in which Sections 7.01 and 7.02 were
amended to provide for indemnification of the company's directors,
officers, employees and agents of the company to the maximum
extent presently permitted under Nevada law.

The changes to the Company's bylaws are consistent with the
revisions to Nevada Revised Statutes Section 78.7502 adopted by
the Nevada Legislature in 2001, and provide that the Company shall
also indemnify its directors and officers if they are not liable
pursuant to Nevada Revised Statutes Section 78.138.

                About Sierra Health Services, Inc.

Headquartered in Las Vegas, Nevada, Sierra Health Services, Inc.
(NYSE: SIE) -- http://www.sierrahealth.com/-- is a diversified   
health care services company that operates health maintenance
organizations, indemnity insurers, military health programs,
preferred provider organizations and multispecialty medical
groups. Sierra's subsidiaries serve more than 1.2 million people
through health benefit plans for employers, government programs
and individuals.

                       *     *     *

As reported in the Troubled Company Reported on March 14, 2007,
Standard & Poor's Ratings Services placed its 'BB+' counterparty
credit rating on Sierra Health Services Inc. on CreditWatch with
positive implications.


SMURFIT-STONE: Subsidiary Plans to Issue $675 Million Senior Notes
------------------------------------------------------------------
Smurfit-Stone Container Corporation reported that its wholly owned
subsidiary, Smurfit-Stone Container Enterprises, Inc., plans to
issue up to $675 million of Senior Notes, maturing in 2017.

The New Notes will be issued in a private placement to qualified
institutional buyers under Rule 144A of the Securities Act of
1933, as amended, and outside the United States in compliance with
Regulation S under the Act.

The net proceeds from the issuance of the New Notes, together with
additional borrowings under SSCE's senior secured credit facility,
will be used to repurchase all of SSCE's outstanding 93/4%
Senior Notes due 2011.

Headquartered in Chicago, Illinois, Smurfit-Stone Container
Corporation (Nasdaq: SSCC) 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 (paper-based
industrial packaging) and is a large collector, marketer, and
exporter of recycled fiber.  Smurfit-Stone operates approximately
180 facilities throughout North America and employs approximately
25,200 people.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Dominion Bond Rating Service confirmed the Senior Unsecured Debt
rating of Smurfit-Stone Container Corporation at B (high).  The
trend is Stable.


SOLUTIA INC: Reports Status of Litigations as of Dec. 31, 2006
--------------------------------------------------------------
Solutia Inc. disclosed in its 2006 annual report on Form 10-K
submitted to the U.S. Securities and Exchange Commission that due
to the size and nature of its business, it is a party to numerous
legal proceedings.

(1) Anniston Partial Consent Decree

On August 4, 2003, the United States District Court for the
Northern District of Alabama approved a partial consent decree in
the action United States of America v. Pharmacia Corp. and
Solutia.  It provides for Pharmacia and Solutia to sample certain
residential properties and their soils to check if PCBs are at a
level of 1 part per million or above, to conduct a remedial
investigation and feasibility study to provide information for
the selection by the Environmental Protection Agency of a cleanup
remedy for the Anniston, Alabama PCB site, and to pay EPA's past
response costs and future oversight costs.

The decree also provided for the creation of an educational trust
fund of approximately $3,000,000 to be funded over a 12-year
period to provide supplemental education services for children in
west Anniston.

The District Court issued an order on June 30, 2005, authorizing
Solutia and Pharmacia to suspend clean up at the Anniston site
under the Anniston Consent Decree.

In July 2006, Solutia and Pharmacia reached an agreement with EPA
that clarifies the extent of remaining obligations under the
Anniston Consent Decree and the coordination of the work with the
lead site clean-up being performed by others, and by which
Solutia and Pharmacia will forego the opportunity to suspend
their obligations under the Anniston Consent Decree pursuant to
the June 30, 2005 order.  Solutia and Pharmacia preserved their
rights under the agreement to continue to argue that the
contribution protection afforded certain other potentially
responsible parties performing lead site cleanup should not be
effective as to them.

(2) Penndot Case

Solutia provided a $20,000,000 letter of credit to secure a
portion of Pharmacia's obligations with respect to an appeal bond
issued in its case in the Commonwealth Court of Pennsylvania by
the Commonwealth of Pennsylvania, seeking damages for PCB
contamination in the Transportation and Safety Building in
Harrisburg, Pennsylvania, that it claimed necessitated the
demolition of the building.

On May 25, 2006, the Supreme Court of Pennsylvania reversed in
whole and remanded in part the trial court decision against
Pharmacia.  The letter of credit used to secure the appeal bond
was released and Solutia recognized a gain in its consolidated
statement of operations during the second quarter of 2006.

(3) Flexsys-Related Litigations

Antitrust authorities in the U.S., Europe and Canada are
continuing to investigate past commercial practices in the rubber
chemicals industry, including the practices of Flexsys, Solutia's
joint venture with Akzo Nobel.  The European Commission issued
its findings from its investigation in 2005, without levying any
fines against Flexsys.  Investigations regarding the industry may
still be on-going in the U.S. and Canada -- no findings have been
made in either country yet.

A number of purported civil class actions have been filed against
Flexsys and other producer of rubber chemicals on behalf of
indirect purchasers of rubber chemical products.  All, except two
pending cases, have been dismissed, or are currently subject to
tentative settlements.

(4) Cash Balance Plan Litigation

Since October 2005, current or former participants in Solutia's
employees' pension plan have filed three class actions alleging
that the Pension Plan is discriminatory based upon age and that
the lump sum values of individual account balances are
miscalculated.  None of the Debtors, and no individual or entity
other than the Pension Plan, has been named as defendant in any
of the cases.

Two of the cases are still pending in the Southern District of
Illinois against Monsanto and Monsanto Company Pension Plan and
Pharmacia Cash Balance Pension Plan, Pharmacia, Pharmacia and
Upjohn, Inc., and Pfizer Inc.

On Sept. 4, 2006, a consolidated class action complaint was filed
against the Pension Plan.  Motions for class certification were
filed in late 2006 against the each of the defendants.  Briefing
was completed in January 2007.  The motion is still pending
before the Court.

(5) Dickerson V. Feldman

On October 7, 2004, a purported class action styled Dickerson v.
Feldman, et al., was filed in the U.S. District Court for the
Southern District of New York against a number of defendants,
including former officers and employees of Solutia and its
Employee Benefits Plans Committee and Pension and Savings Funds
Committee.  The action alleged breach of fiduciary duty under
Employee Retirement Income Security Act and sought to recover
alleged losses to the Solutia Savings and Investment Plan during
the period Dec. 16, 1998, to Oct. 7, 2004.

On March 30, 2006, the District Court dismissed the action on
grounds that the Dickerson parties lacked standing to sue and for
failure to state a claim on which relief could be granted.  On
April 3, 2006, Dickerson filed an appeal in the U.S. Court of
Appeals for the 2nd Circuit.  Oral judgment was scheduled on Feb.
12, 2007.

(6) Solutia Inc. v. FMC Corp.

Solutia filed the suit Solutia v. FMC Corp. in Circuit Court in
St. Louis County, Missouri, against FMC over the failure of
purified phosphoric acid technology provided by FMC to Astaris,
the 50/50 joint venture formed by both parties.  Solutia
dismissed the case and filed an adversary proceeding in the
Bankruptcy Court on Feb. 20, 2004.  On March 29, 2005, the New
York District Court granted in part and denied in FMC's motion to
dismiss.

Solutia's causes of action for breaches of warranty and fiduciary
duty, negligent misrepresentation, fraud and fraud in the
inducement were not dismissed.  The parties have completed all
fact discovery and cross motions for summary judgment.

The District Court ruled that Solutia may still be entitled to
punitive damages in addition to its claims for out-of-pocket and
lost profit damages.  A bench trial is scheduled to begin on
April 2007.

(7) Ferro Antitrust Investigation

Competition authorities in Belgium and several other European
countries are investigating past commercial practices of certain
companies engaged in the production and sale of butyl benzyl
phthalates.  The Belgian Competition Authority has Ferro Belgium
sprl, a subsidiary of Ferro Corp., under investigation.  Ferro's
BBP European business was purchased from Solutia in 2000.  
Solutia was indemnified and has exercised its right, pursuant to
the purchase agreement relating to Ferro's acquisition of the
business.

SESA, a European non-debtor subsidiary of Solutia, along with
Ferro Belgium and two other BBP producers, was identified as a
party under investigation with respect to its ownership of the
business from 1997 to 2000.  Solutia and SESA are fully
cooperating with the BCA in its investigation.  SESA will have an
opportunity to submit comments to the BCA and at a subsequent
oral hearing, which date has not yet been determined.

(8) DOL Investigation of SIP Plan

The Department of Labor informed Solutia in 2005, through the
Benefits Security Administration, that it wanted to conduct an
investigation on Solutia's SIP plan.  Solutia fully cooperated
with DOL throughout its investigation.  On Dec. 6, 2006, DOL
reported that it appeared Solutia, through its fiduciaries,
breached its fiduciary obligations and violated provisions of
ERISA with respect to the SIP Plan.

DOL offered Solutia an opportunity to voluntary discuss how the
alleged violations may be corrected.  Solutia has submitted
additional information to support its request for reconsideration
of the DOL's findings.

(9) Solutia Canada Inc. v. INEOS Americas LLC

Solutia negotiated a stock and asset sale agreement for the sale
of its Resimenes & Additives business to UCB S.A. in late 2002.  
Solutia agreed to exclude LaSalle assets and entered into the
LaSalle toll agreement wherein Solutia Canada Inc., will operate
the LaSalle Plant for the benefit of UCB.  In return, UCB would
pay Solutia Canada for all of its actual, direct and indirect
costs incurred in connection with the services under the LTA.  
The LTA was eventually assigned by UCB to Cytec Industries, Inc.,
then to INEOS Americas LLC.

On Jan. 31, 2006, INEOS notified Solutia Canada of its intention
to terminate the LTA as of Jan. 31, 2008, in compliance with the
terms of the LTA.  Solutia Canada estimates the overall
termination costs and shutdown of the LaSalle Plant to be CAD
31,000,000.  INEOS has disputed the amount.  Both parties were
unable to resolve the issue.

Solutia Canada filed in the Quebec Court in December 2006, a suit
against INEOS for breach of contract.  The case is pending.

(10) TCEQ Administrative Enforcement Proceeding

On Aug. 11, 2006, the executive director of the Texas Commission
on Environmental Quality commenced an administrative enforcement
proceeding against Solutia alleging certain violations of the
State of Texas air quality program.

The Executive Director requests that an administrative penalty
amount be assessed and that Solutia undertake corrective actions.  
On Sept. 1, 2006, Solutia asserted affirmative defenses and
requested a contested enforcement case hearing.  No date has been
set yet for a hearing.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 81; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SPECTRUM BRANDS: Poor Performance Cues S&P's Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Georgia-based Spectrum Brands Inc. to negative from developing,
and affirmed all of the company's existing ratings, including its
'CCC+' corporate credit rating.

"The revised outlook is based on the company's continued very high
debt leverage and weak liquidity, and follows the company's
announced refinancing plans," said Standard & Poor's credit
analyst Patrick Jeffrey.

Spectrum Brands reported recently that it plans to commence an
exchange offer and consent solicitation to refinance its
$350 million 8.5% senior subordinated notes due 2013.

In addition, the company plans to refinance its senior secured
credit facility with a new $1.6 billion six-year bank facility.  
As a result, the company will rely on internally generated cash
flow in the near term for operating liquidity until it obtains a
new revolving credit facility.

"This represents a significant near-term concern for the company's
liquidity if it faces further operating challenges," added
Mr. Jeffrey.

However, the company expects to have about $100 million of
available cash upon completion of the transaction to help fund its
operations.  

The ratings on Spectrum Brands reflect the company's poor
operating performance over the past year, very high leverage,
marginal liquidity, and very aggressive acquisition history.


SPORTSMAN'S LINK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sportsman's Link, Inc.
        596 Bobby Jones Expressway, 21-A
        Augusta, GA 30907-5300
        Tel: (706) 210-7283

Bankruptcy Case No.: 07-10454

Type of Business: The Debtor manufactures and markets fishing and
                  hunting equipment, and firearms.      

Chapter 11 Petition Date: March 13, 2007

Court: Southern District of Georgia (Augusta)

Debtor's Counsel: Scott J. Klosinski, Esq.
                  Klosinski Overstreet, LLP
                  Suite 7, George C. Wilson Court
                  Augusta, GA 30909
                  Tel: (706) 863-2255
                  Fax: (706) 863-5885

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
   ------                        ---------------   ------------
Southern Bank                    UCC Financing         $800,000
2455 Highway 88                  Statement
P.O. Box 1587
Hephzibah, GA 30815

Henry's Tackle                                         $451,998
P.O. Box 60990
Charlotte, NC 28260

Bill Hicks                                             $271,022
15155 23rd Avenue North
Minneapolis, MN 55447-4740

Pitman Creek                                            $71,353

Shimano                                                 $48,474

Benelli                                                 $40,956

Rocky                                                   $40,295

G-Loomis                                                $35,716

Richmond County Tax                                     $33,772
Comissioner

Pure Fishing                                            $32,158

Davidsons                                               $31,021

Trans-America Finance            Trailers -             $30,056
Corporation                      Arctic Cut
                                 UCC Financing
                                 Statement

Hicks                                                   $29,340

Carhartt                                                $23,842

Daiwa                                                   $18,804

Ellet Brothers                                          $18,519

Costa Del Mar                                            $9,480

Stoeger                                                  $7,136
P.O. Box 64192
Baltimore, MD 21264-4192

American Rod & Gun                                       $4,996

On-Time Feeders                                          $5,537


STANDARD MOTOR: Reports Net Sales of $169 Million in 2006 4th Qtr.
------------------------------------------------------------------
Standard Motor Products Inc. reported consolidated net sales of
$169 million for the fourth quarter ended Dec. 31, 2006, compared
with consolidated net sales of $172.1 million during the same
period in 2005.  Losses from continuing operations for the fourth
quarter of 2006 were $1.5 million, compared to a loss from
continuing operations of $5.7 million in the fourth quarter of
2005.  However, this included a loss of $3.2 million on the
divestiture of the European Temperature Control business.  

Consolidated net sales for 2006 were $812 million, compared to
consolidated net sales of $830.4 million in 2005.  Earnings from
continuing operations for 2006 were $9.2 million, compared to a
loss from continuing operations of $1.8 million in 2005.  
Excluding the $3.2 million loss incurred from the European
Temperature Control divestiture, earnings from continuing
operations would have been $12.4 million.

Commenting on the results, Mr. Lawrence Sills, Standard Motor
Products' Chairman and Chief Executive Officer, said, "Despite the
slight drop in sales, which was concentrated in Temperature
Control, we were pleased with the earnings improvement in 2006,
especially with the continued improvement in Engine Management
gross margin.  Our Engine Management gross margin was 25.8% in the
fourth quarter of 2006, compared with 18.7% in the fourth quarter
of 2005.  For the full year, the figures were 24.6% in 2006 versus
20.1% in 2005.  The increase resulted from continuing operating
improvements-increased manufacturing, improved pricing, additional
sourcing from low cost areas-plus the fact that the one time costs
of the Dana integration are now substantially behind us.

"We continue to work on additional improvements.  We previously
announced our plans to close our Puerto Rico manufacturing
facility, and we recently announced our proposal to close our Long
Island City plastic molding operation.  The majority of the
combined production from both facilities will go to a new
operation in Reynosa, Mexico.  We estimate one time costs of
$9 million, and annual savings, once the moves are complete,
of $9 million.  We anticipate the moves will occur over the next
18-24 months.

"We are also pleased to announce that we are gaining additional
business from original equipment (OE) and original equipment
service providers (OES).  The new business amounts to
approximately $25 million annualized and will begin in the second
half of 2007.  The OE and OES customers are both domestic and
international based, and they will purchase electronics, ignition
and temperature control-related product lines."

                        About Standard Motor

Headquartered in Long Island City, New York, Standard Motor
Products Inc. (NYSE: SMP) -- http://smpcorp.com/-- manufactures  
and distributes replacement parts for motor vehicles in the
automotive aftermarket industry.  The company supplies Engine
Management and Temperature Control parts for motor vehicles -
domestic and imported, new as well as older vehicles.  Parts are
sold throughout the U.S., Canada, Central and South America,
Europe and Asia, by traditional warehouse distributors and auto
parts stores, as well as major retail stores.

Standard Motor Products Inc has more than 20 factories and
distribution centers throughout the U.S., Puerto Rico, Canada,
Europe and the Far East.  Lawrence I. Sills, grandson of the
company's founder, is the current Chairman of the Board and Chief
Executive Officer, and John Gethin is President and Chief
Operating Officer.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2006,
Moody's Investors Service lowered the ratings for Standard Motor
Products Inc. Corporate Family Rating to B3 from B1.


STATION CASINOS: Earns $110.2 Million in Year Ended December 31
---------------------------------------------------------------
Station Casinos Inc. reported net income of $110.2 million on net
revenues of $1.339 billion for the year ended Dec. 31, 2006,
compared with net income of $161.9 million on net revenues of
$1.108 billion for the year ended Dec. 31, 2005.

Year over year net revenues increased primarily due to the opening
of Red Rock Casino Resort Spa on April 18, 2006.  

Consolidated operating income increased 3.3% to $316.1 million in
2006 from consolidated operating income of $305.9 million in 2005,
primarily as a result of the increase in consolidated net
revenues, offset by operating expenses for Red Rock as well as
preopening expenses of $29.5 million in 2006 as compared to
$6.6 million in 2005.  

During the year ended Dec. 31, 2006, income before income tax and
net income were reduced by approximately $2.2 million and
$1.4 million, respectively, as a result of adopting SFAS 123R.

Interest expense, net of capitalized interest, increased 113.7% to
$171.7 million in 2006 as compared to $80.4 million in 2005.  
Gross interest expense increased approximately $100.3 million due
to an increase in long-term debt of approximately $1.5 billion in
2006 and an increase in the weighted average cost of debt to 6.7%
in 2006 from 6.2% in 2005.  Capitalized interest increased
approximately $7.4 million in 2006 as compared to 2005 primarily
due to interest capitalized for the construction of Red Rock.

For the years ended Dec. 31, 2006, and 2005, the company recorded
$6.8 million and $6.9 million, respectively, in interest and other
expense related to its unconsolidated joint ventures.  

During 2005, the company redeemed the remaining $16.9 million of
outstanding 8-3/8% senior notes due 2008 and $17.4 million of
outstanding 9-7/8% senior subordinated notes due 2010.  As a
result of these redemptions, the company recorded a loss on early
retirement of debt of approximately $1.3 million to reflect the
write-off of the unamortized loan costs, unamortized discount and
call premium.  

At Dec. 31, 2006, the company's balance sheet showed
$3.716 billion in total assets and $3.903 billion in total
liabilities, resulting in a $186.9 million total stockholders'
deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $201.6 million in total current assets available to
pay $251.9 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1b58

At Dec. 31, 2006, the company had approximately $843 million
available under its Revolving Facility.  The company also had
$116.9 million in cash and cash equivalents as of Dec. 31, 2006,
virtually all of which is used for day-to-day operations of the
casinos.

                       About Station Casinos

Station Casinos Inc. (NYSE: STN) -- http://www.stationcasinos.com/
-- owns and operates Red Rock Casino Resort and Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Casino and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Magic Star Casino and Gold Rush Casino in Henderson,
Nevada.  

Station also owns a 50% interest in Green Valley Ranch Station
Casino, Barley's Casino & Brewing Company and The Greens in
Henderson, Nevada and a 6.7% interest in the Palms Casino Resort
in Las Vegas, Nevada.  In addition, Station manages Thunder Valley
Casino near Sacramento, California on behalf of the United Auburn
Indian Community.

                           *     *     *

As reported in the Troubled Company Report on Dec. 6, 2007,
Moody's Investors Service placed the ratings of Stations Casinos
Inc.'s Ba2 corporate family rating, Ba2 probability of default
rating, Ba2 senior unsecured note rating, and Ba3 senior
subordinated note rating on review for possible downgrade after
the disclosure that a group of investors led by Frank J. Fertitta
III, chairman and chief executive officer of Station, Lorenzo J.
Fertitta, vice chairman and president of Station, and Colony
Capital Acquisitions LLC, an affiliate of Colony Capital LLC,
offered to acquire all of the company's outstanding shares of
common stock for $82 per share in cash, or about $4.7 billion.


SUN HEALTHCARE: Plans $200 Million Senior Sub. Notes Offering
-------------------------------------------------------------
Sun Healthcare Group Inc. intends to offer $200 million
aggregate principal amount of senior subordinated notes due in
2015.  The private offering, which is subject to market and
other conditions, will be made within the United States only to
qualified institutional buyers, and outside the United States
only to non-U.S. investors under regulation S of the Securities
Act of 1933.

The company will use the net proceeds of the offering, together
with other funds, to complete the acquisition of Harborside
Healthcare Corporation.  The acquisition is expected to close in
the second quarter of 2007, subject to certain closing conditions
that include regulatory and other approvals.

Sun Healthcare Group, Inc., with executive offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states.  In addition, the Sun Healthcare
Group family of companies provides therapy through SunDance
Rehabilitation Corporation, medical staffing through CareerStaff
Unlimited, Inc., and home care through SunPlus Home Health
Services, Inc.

The Company filed for chapter 11 protection on Oct. 14, 1999
(Bankr. D. Del. Case No. 99-03657).  Mark D. Collins, Esq., and
Christina M. Houston, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtor.  The Court confirmed the Debtor's chapter 11
Plan on Feb. 6, 2002, and the Plan took effect on Feb. 28, 2002.

                         *     *     *

Moody's Inverstors Service assigned Sun Healthcare's $345 million
Senior Secured Term Loan due 2014 at Ba2 and$200 million Senior
Subordinated notes due 2015 at B3.  The ratings outlook is stable.


TECHNICAL OLYMPIC: Moody's Cuts Corp. Family Rating to B2 from B1
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Technical Olympic
USA, Inc., including its corporate family rating to B2 from B1,
senior unsecured notes to B3 from B2, and senior sub debt to Caa1
from B3.  The ratings were taken off review for downgrade,
concluding the review that was commenced on Sept. 27, 2006.  The
ratings outlook is negative.

The downgrades were triggered by the challenging covenant
compliance environment that TOA faces in 2007, even absent
additional debt from a possible settlement with the lenders of its
Transeastern joint venture; the increasing likelihood that TOA
will take on additional debt as a result of a possible resolution
of the Transeastern issue; a land supply that exceeds seven years;
and difficult market conditions exacerbated by the company's heavy
Florida concentration.

The negative outlook reflects Moody's expectation that the
company's earnings will continue to decline in 2007, even after
excluding land impairment and option abandonment charges.  This
will put continued pressure on related credit metrics,
particularly interest coverage, gross margins, and return on
assets.  In addition, adjusted debt leverage, already somewhat
aggressive, is likely to rise as a result of a possible conclusion
of the difficulties at Transeastern-a troubling development at
this stage of the homebuilding cycle.

These are the rating actions:

   * Corporate family rating downgraded to B2 from B1;

   * Probability of default rating downgraded to B2 from B1;

   * Senior unsecured debt rating downgraded to at B3 from B2;

   * LGD assessment and rate on the senior unsecured debt changed
     to LGD4, 65% from LGD4, 58%;

   * Senior subordinated debt downgraded to Caa1 from B3;

   * LGD assessment and rate on the senior subordinated debt
     changed to LGD5, 89% from LGD5, 88%.

Going forward, the ratings could be reduced again if any of these
were to occur:

   * if the company were to begin generating more than modest
     losses from continuing operations (excluding land impairment
     and option abandonment charges);

   * if cash flow on an LTM (last 12-month) basis were to remain
     negative;

   * if the company's interest coverage declines to the point
     where only a substantial improvement in projected rolling
     four quarter EBITDA or a sizable reduction in interest
     expense could prevent the company from violating its
     covenant;

   * if adjusted debt leverage were to exceed 65%.

The outlook and ratings could stabilize if the company's land
position were to be reduced significantly, free cash flow were to
turn positive, and adjusted debt leverage were to be reduced well
below 55%.

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
builds and sells single family homes largely for the move-up
homebuyer.  It also operates captive mortgage origination and
title insurance service companies.  It is 67%- owned by Technical
Olympic S.A. Homebuilding revenues and net income for the LTM
period ended Sept. 30, 2006 were approximately $2.4 billion and
$119 million, respectively.


TENET HEALTHCARE: Net Loss Increases to $803 Million in 2006
------------------------------------------------------------
Tenet Healthcare Corp. incurred a net loss of $803 million for the
fiscal year ended Dec. 31, 2006, an increase from a net loss of
$724 million for the previous year.  Its net operating revenues
for 2006 were $8.7 billion, as compared with $8.61 billion for
2005.

The increased net loss in 2006 was largely contributed to increase
in total operating expenses, which was partially offset by income
from discontinued operations of $66 million.  The company had a
loss from discontinued operations of $402 million a year earlier.

Net inpatient revenues for the year ended Dec. 31, 2006, were
$5.92 billion, an increase from $5.8 billion for the year ended
Dec. 31, 2005.  Net outpatient revenues were $2.48 billion in
2006, as compared with $2.49 billion in 2005.

As of Dec. 31, 2006, the company's balance sheet listed total
assets of $8.53 billion and total liabilities of $8.27 billion,
resulting to $264 million in total shareholders' equity.

The company held $784 million in cash and cash equivalents as of
Dec. 31, 2006, down from $1.37 billion a year earlier.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b2c

                  New Revolving Credit Facility

In September 2006, the company accepted a commitment from a group
of banks for a five-year, $800 million senior secured revolving
credit facility, which it closed in November 2006, thereby
replacing its $250 million letter of credit facility.  

The revolving credit facility is collateralized by patient
accounts receivable, and can be increased to $1 billion depending
on the amount of eligible receivables outstanding.

Standard & Poor's lowered its credit rating on the company's
senior unsecured notes two notches to CCC+ due to the large amount
of priority debt that now exists.  However, S&P changed its
outlook on the company's corporate credit rating from negative to
stable, reflecting Tenet's recently improved managed care pricing,
better expense management, asset divestiture plan and the
elimination of key litigation risks.

On the other hand, Moody's lowered its credit rating on the
company's unsecured notes one notch to Caa1, but also affirmed the
corporate family rating of B3.  In addition, Moody's changed its
rating outlook on the company's corporate family rating from
negative to stable.

                   Changes in Public Accountant

In January 2007, the company's audit committee had selected
Deloitte & Touche LLP as the company's new independent registered
public accounting firm for the year ending Dec. 31, 2007.  The
engagement of Deloitte & Touche will be submitted for ratification
by company shareholders at its May 2007 annual meeting.

                      About Tenet Healthcare

Tenet Healthcare Corp. (NYSE: THC) -- http://www.tenethealth.com/
-- through its subsidiaries, owns and operates acute care
hospitals and related health care services.  The company owns or
leases physician practices, captive insurance companies, and
various other ancillary health care businesses, including
outpatient surgery centers, diagnostic imaging centers,
occupational and rural health care clinics.

                          *     *     *

Tenet Healthcare Corp.'s $800 million senior secured revolving
credit facility due 2011 carries Standard & Poor's Ratings
Services' 'BB-' loan and recovery ratings.


TOWER AUTOMOTIVE: Posts $65.1 Mil. Net Loss in Qtr. Ended Sept. 30
------------------------------------------------------------------

             Tower Automotive, Inc., and Subsidiaries
                   Consolidated Balance Sheet
                     As of September 30, 2006
                          (In Thousands)

                             Assets

Current Assets
    Cash and cash equivalents                           $103,443
    Accounts receivable                                  371,427
    Inventories                                          125,744
    Prepaid tooling and Other                            114,727
                                                    ------------
Total Current Assets                                    $715,341
                                                    ------------

Property, plant and equipment, net                       964,184
Investment in joint ventures                             246,514
Goodwill                                                 163,096
Other assets, net                                        125,855
                                                    ------------
Total Assets                                          $2,214,990
                                                    ============
Liabilities and Stockholders' Deficit

Current Liabilities Not Subject to Compromise:
    Current maturities of long-term debt
     and capital lease obligations                      $134,158
Current portions of DIP borrowings                       650,000
Accounts payable                                         327,396
Accrued liabilities                                      186,907
                                                    ------------
Total current liabilities                             $1,298,461
                                                    ------------
Liabilities subject to compromise:                    $1,279,838
                                                    ------------
Non-Current Liabilities Not Subject to
Compromise:
     Long-term debt, net of current maturities           105,514
     Debtor-in-possession borrowings                           -
     Capital lease obligations, net                       29,632
     Other non-current liabilities                       114,714
                                                    ------------
Total non-current liabilities                           $249,860
                                                    ------------
Commitments and Contingencies

Stockholders' deficit:
    Preferred Stock                                            -
    Common stock                                             666
    Additional paid-in-capital                           681,843
    Accumulated deficit                               (1,257,729)
    Deferred compensation plans                                -
    Accumulated other comprehensive income (loss)         11,375
    Treasury stock                                       (49,324)
                                                    ------------
Total Stockholders' deficit                            ($613,169)
                                                    ------------
Total Liabilities and Stockholders' deficit           $2,214,990
                                                    ============

             Tower Automotive, Inc., and Subsidiaries
               Statement of Consolidated Operations
              Three Months Ended September 30, 2006
                          (In Thousands)

Revenues                                                $615,668
Cost of sales                                            607,788
                                                    ------------
Gross profit                                              $7,880
Selling, general and administrative expense               32,176
Restructuring & asset impairment charges, net             22,793
Other operating income                                         -
                                                    ------------
Operating loss                                          ($47,089)
                                                    ------------
Interest expense                                         $23,590
Interest income                                             (339)
Chapter 11 and related reorganization items                2,742
                                                    ------------
Loss before provision for income taxes,
    equity in earnings of joint ventures,
    and minority interest                                (73,082)

(Benefit) Provision for income taxes                      (5,847)
                                                    ------------

Loss before equity in earnings of joint
    ventures, and minority interest                      (67,235)

Equity in earnings of joint ventures, net of tax           4,065
Minority interest, net of tax                             (1,995)
                                                    ------------
Net loss                                                ($65,165)
                                                    ============

             Tower Automotive, Inc., and Subsidiaries
                Statement of Consolidated Cash Flows
               Nine Months Ended September 30, 2006
                          (In Thousands)

Operating Activities:
Net loss                                             ($150,887)

Adjustments required to reconcile net loss to net cash
    provided by (used in) operating activities:
    Chapter 11 & related reorganization items, net        36,058
    Non-cash restructuring and impairment, net            35,372
    Depreciation                                         120,892
    Deferred income tax provision (benefit)              (13,105)
    Equity in earnings of joint ventures, net            (18,282)
    Change in working capital & other operating items      3,849
                                                    ------------
    Net cash provided by operating activities             13,897

Investing Activities:
    Cash disbursed for purchase of property,
    plant and equipment                                  (93,671)
    Cash proceeds from asset disposal                     32,664
                                                    ------------
    Net cash used in investing activities                (61,007)

Financing Activities:
    Proceeds from borrowings                              22,621
    Repayments of borrowings                             (56,859)
    Proceeds from DIP credit facility                    564,500
    Repayments DIP credit facility                      (445,500)
                                                    ------------
Net cash provided by financing activities                84,762
                                                    ------------
Net change in cash and cash equivalents                  37,652

Cash & Cash Equivalents, beginning of period             65,791
                                                    ------------
Cash and Cash Equivalents, end of period               $103,443
                                                    ============

A full-text copy of Tower Automotive, Inc.'s Quarterly Report for
the period ended September 30, 2006, filed with the Securities
and Exchange Commission on Form 10-Q is available at no charge
at http://ResearchArchives.com/t/s?1b2f

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: Sells Greenville Facility for $1.375 Million
--------------------------------------------------------------
The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York authorizes Tower Automotive,
Inc., and Tower Services, Inc., to sell real property located in
Greenville, Montcalm County, Michigan, to Greenville Tower, LLC,
for $1,375,000, free and clear of liens, claims and encumbrances.

Judge Gropper also approves their asset purchase agreement with
Greenville Tower.

The Greenville Facility includes all related buildings, fixtures
and improvements, de minimis equipment, and personal property.

Judge Gropper says the property to be sold will not include any
personal property that was manufactured by Fuji Technica, Inc.,
or any of its affiliates.

Fuji is a secured creditor of Tower Automotive, Inc., and Tower
Automotive Technology, Inc.  Fuji objected to proposed sale to
protect its lien on certain dies in the equipment to be sold.
Fuji also requested that any Court ruling authorizing the sale
provide that Fuji's liens attach to the proceeds.

Judge Gropper notes that as agreed by Tower Automotive and
Greenville Tower, the Purchase Agreement is revised to correct a
typographical error and to read that:

    * Greenville Tower will be given access to the Premises during
      normal business hours to perform an ASTM E1528 Transaction
      Screen or an ASTM E1527 Phase I Site Assessment; and

    * Greenville Tower will pay the cost of the Environmental
      Assessment.

Judge Gropper further rules that each of the Debtors' creditors
is authorized and directed on or before the Closing to execute
the documents, and take all other actions as may be necessary to
release its Interests in or Claims against the Greenville
Facility, if any, as those Interests or Claims may have been
recorded or otherwise exist.

Because the expected proceeds from the proposed asset sale exceed
$1,000,000, the sale is not subject to the Court's ruling for the
sale or abandonment of de minimis assets, Anup Sathy, Esq., at
Kirkland & Ellis LLP, in Chicago tells the Court.

Mr. Sathy relates that the Greenville Facility is a 155,000-
square foot manufacturing facility located on 10 acres of land in
Greenville, Michigan.  R.J. Tower Corporation constructed the
original building in 1874 and there have been four subsequent
additions.  

The Greenville Facility was used for casting iron products until
1955 when R.J. Tower entered the automobile market and began using
the building for metal stampings and welded assemblies.  The
Debtors effectively acquired the Greenville Facility in April
1993, and continued producing stampings and assemblies, which were
sold to its primary customer, Ford, and other Tier 1 suppliers.

In early 2006, in connection with their overall restructuring
strategy to reduce fixed costs by reducing and consolidating the
number of operating locations, the Debtors determined that the
work being performed at the Greenville Facility could be better
accommodated in existing floor space at its other manufacturing
plants.

In anticipation of shutting down the Greenville Facility, Tower
Automotive enlisted the assistance of the commercial real estate
firm CB Richard Ellis to assist it in locating potential
purchasers for the Facility.  The property was placed on the
market with an initial asking price of $1,650,000.

CB Richard initiated an extensive marketing campaign for the sale
of the property on all levels: nationally, regionally, statewide
and at the local level, Mr. Sathy notes.

Despite the breadth of the Marketing Campaign, however, there was
little interest generated for the Facility.  The highest and only
bid received for the Greenville Facility was that of Greenville
Tower for $1,375,000 -- equivalent to approximately $8.87 per
square foot.

After arm's-length negotiations, Tower Automotive agreed to sell
the Greenville Facility to Greenville Tower for $1,375,000,
pursuant to the terms and conditions of the Purchase Agreement.
The sale of the Greenville Facility is further contingent on the
Greenville Tower's ability to secure an acceptable lease on the
site within the Inspection Period, as defined by the Purchase
Agreement.

Pending the Court's approval of the Purchase Agreement, CB
Richard has continued to market the property.  As of Feb. 15,
2007, no additional interest has been generated.

Furthermore, pursuant to the Purchase Agreement and the Listing
Agreement, upon closing, Tower Automotive is responsible for
paying a one-time fee to CB Richard equal to 6% of the Purchase
Price in consideration for CB Richard's postpetition services
rendered to Tower Automotive in connection with marketing the
Greenville Facility.

The Debtors submit that the transaction, as embodied in the
Purchase Agreement, is highly favorable and is in the best
interests of their estates and creditors.

A full-text copy of the Agreement is available for free at:

         http://ResearchArchives.com/t/s?1b37

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).


TRW AUTO: Wants to Buy Back $1 Bil. and EUR211 Mil. Senior Notes
----------------------------------------------------------------
TRW Automotive Holdings Corp., through its subsidiary TRW
Automotive Inc., has commenced tender offers to repurchase any and
all of its outstanding:

    * $825 million 9-3/8% Senior Notes due 2013,
    * EUR130 million 10-1/8% Senior Notes due 2013,
    * $195 million 11% Senior Subordinated Notes due 2013 and
    * EUR81 million 11-3/4% Senior Subordinated Notes due 2013.

In conjunction with the tender offers, the company also commenced
consent solicitations to eliminate substantially all the covenants
and certain events of default and to modify the provisions
relating to defeasance of the Notes.  The tender offers and
consent solicitations are being made pursuant to the company's
Offer to Purchase and Consent Solicitation Statement dated
March 12, 2007.

Holders who properly tender and deliver their consents to the
proposed amendments on or prior to 5:00 p.m., New York City time,
on March 23, 2007, unless extended or earlier terminated, will be
eligible to receive the total consideration with respect to the
applicable series of Notes, which includes a consent payment equal
to $30 per $1,000 principal amount of the tendered 9-3/8% Senior
Notes and 11% Senior Subordinated Notes and EUR30 per Euro 1,000
principal amount of the tendered 10-1/8% Senior Notes and 11-3/4%
Senior Subordinated Notes.

Total consideration for the Dollar Notes will be determined using
standard market practice of pricing to the first redemption date.  
As such, the Dollar Notes will be priced at a fixed spread of 50
basis points over the bid-side yield on the 4-5/8% Treasury Notes
due Feb. 29, 2008.  The prices will be determined at 10:00 a.m.,
New York City time, on March 21, 2007, based on a yield determined
by the Treasury bid-side prices reported by the Bloomberg
Government Pricing Monitor or any recognized quotation
source selected by Lehman Brothers Inc., as representative of the
Dealer Managers in its sole discretion if the Bloomberg Government
Pricing Monitor is not available or is manifestly erroneous.

With respect to the Euro Notes, the total consideration will be
determined using standard market practice of pricing to the first
redemption date.  As such, the Euro Notes will be priced at a
fixed spread of 50 basis points over the bid-side yield on the
4-1/4% German OBL due Feb. 15, 2008.  The prices will be
determined at 10:00 a.m., New York City time, on March 21, 2007,
based on a yield determined by the German OBL bid-side prices
reported by the Bloomberg Government Pricing Monitor or any
recognized quotation source selected by the Representative, or one
of its affiliates, in its sole discretion if the Bloomberg
Government Pricing Monitor is not available or is manifestly
erroneous.

Holders who properly tender after the Consent Date but on or prior
to the Expiration Date will be eligible to receive the tender
offer consideration applicable to such series of Notes, which
equals the total consideration less the consent payment.

In addition, all Notes accepted for payment will be entitled to
receipt of accrued and unpaid interest in respect of such Notes
from the last interest payment date prior to the applicable
settlement date to, but not including, the applicable settlement
date.

The tender offers will expire at midnight, New York City time, on
April 6, 2007, unless extended or earlier terminated.  Settlement
for all Notes tendered on or prior to the Consent Date and
accepted for payment is expected to be promptly following the
satisfaction of the Financing Condition.  Settlement for all Notes
tendered after the Consent Date, but on or prior to the Expiration
Date, is expected to be promptly following the Expiration Date.

Consummation of the tender offers, and payment for the tendered
notes, is subject to the satisfaction or waiver of certain
conditions, including obtaining debt financing, in an amount and
on terms acceptable to the company, sufficient to pay for all
Notes tendered.

Holders may withdraw their tenders and revoke their consents at
any time on or prior to 5:00 p.m., New York City time, on the
Consent Date, but not thereafter.

Holders who wish to tender their Notes must consent to the
proposed amendments and holders may not deliver consents without
tendering their related Notes.  Holders may not revoke consents
without withdrawing the Notes tendered pursuant to the applicable
tender offer.

Lehman Brothers, Banc of America Securities LLC, Deutsche Bank
Securities, Goldman, Sachs & Co. and Merrill Lynch & Co. are each
acting as a Dealer Manager and Solicitation Agent for the tender
offers and the consent solicitations.  The Depositary is The Bank
of New York and the Information Agent is Global Bondholder
Services Corporation.

Requests for documentation should be directed to:

     1) Global Bondholder Services Corporation
        Telephone (866) 924-2200
   

     2) The Bank of New York
        Attention: William Buckley        
        101 Barclay Street, 7 East,
        New York, New York 10286
        Telephone (212) 815-5788
        Fax (212) 298-1915

     3) The Bank of New York (Luxembourg) S.A.
        Aerogolf Center -- 1A
        Hoehenhof
        L-1736 Senningerberg, Luxembourg
        Telephone +(352) 34 20 90 5637

Questions regarding the tender offers and the consent
solicitations should be directed to Lehman Brothers at (800) 438-
3242 (toll- free) or (212) 528-7581 (collect).

                            About TRW

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE:TRW) -- http://www.trwauto.com/-- is an automotive  
supplier.  Through its subsidiaries, the company employs
approximately 63,800 people in 26 countries including Brazil,
China, Germany and Italy.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services.

                          *     *     *

Fitch Ratings affirmed TRW Automotive Holdings Corp.'s BB Issuer
Default Rating, BB+ Senior secured bank lines, BB- Senior
unsecured notes, and B+ Senior subordinated unsecured Notes on
September 2006.


TRW AUTOMOTIVE: S&P Rates Proposed Senior Unsecured Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
TRW Automotive Inc.'s proposed senior unsecured notes.  The
refinancing is expected to lower TRW's interest expense and
modestly extend maturities.

At the same time, Standard & Poor's affirmed its ratings on the
Livonia, Michigan-based auto supplier, including its 'BB+'
long- and 'A-3' short-term corporate credit ratings.  The outlook
is stable.

TRW had $3 billion in total balance sheet debt outstanding at
Dec. 31, 2006.

The notes will be issued in three tranches:

   * $670 million due 2014;
   * EUR250 million due 2014; and
   * $500 million due 2017.

TRW is expected to use the net proceeds to purchase outstanding
debt pursuant to the cash tender offers that recently began:

   * $825 million 9.37% senior notes due 2013;
   * EUR130 million 10.12% senior notes due 2013;
   * $195 million 11% senior subordinated notes due 2013; and
   * EUR81 million 11.75% senior subordinated notes due 2013.

TRW's upside ratings potential is restricted by the company's
moderately heavy debt burden, by its large debt-like
postretirement benefit obligations, and by its exposure to the
cyclical and competitive automotive original equipment market.  
The downside risk is limited by TRW's leading market positions and
good revenue diversity.  Standard & Poor's could revise the
outlook to positive if TRW were able to continue permanent debt
reduction.


TXU ELECTRIC: S&P Rates Proposed $1 Billion Senior Notes at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
TXU Electric Delivery Co.'s planned $800 million floating rate
senior unsecured notes due 2008 and its 'BB' rating to TXU Energy
Co. LLC's planned $1 billion floating rate senior unsecured notes
due 2008.  The companies are concurrently issuing the notes as
part of a 144A program.

Both ratings were placed on CreditWatch with negative
implications.  All the ratings on TXU Corp. (BB/Watch Neg/--) and
its units are on CreditWatch pending its planned acquisition by an
investor group led by Kohlberg Kravis Roberts & Co. and Texas
Pacific Group.

TXU Electric Delivery plans to use the proceeds of the notes to
reduce short-term debt, which includes commercial paper, advances
from affiliates, and borrowings from its liquidity facilities.  
TXU Energy plans to use the proceeds to free up capacity from its
liquidity facilities by repaying borrowings on these facilities.

As a result, the issuances won't increase either company's debt
levels.

TXU Electric Delivery and TXU Energy are wholly owned subsidiaries
of Dallas, Texas-based TXU, which owns regulated and unregulated
electricity assets in Texas.  The company had $12.6 billion in
debt at the end of 2006.


UNITA PACKING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Unita Packing Co., Inc.
        41 Comstock Parkway
        Cranston, RI 02921-2003

Bankruptcy Case No.: 07-10373

Chapter 11 Petition Date: March 8, 2007

Court: District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Andrew S. Richardson, Esq.
                  Boyajian Harrington & Richardson
                  182 Waterman Street
                  Providence, RI 02906
                  Tel: (401) 273-9600

Total Assets: $310,805

Total Debts:  $4,337,560

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Midwest Business              Bank loan               $1,431,113
c/o Colson Services Corp.     Collateral:
Bowling Green Station         213,099
New York, NY 10274-0942       Unsecured:
                              $1,218,014

Vincent Vicario               Collateral:             $1,000,000
110 Boylston Drive            $228,094
Cranston, RI 02921-3425       Unsecured:
                              $985,005

Tomadini                      Trade debt                $193,954
Via Benedetto Marcello 7
Pordenone
Italia 33170

Bilginoglu                    Trade debt                $126,538
AKCAY CAD
HO:253
Gaziemir, Izmir

Orlando Foods                 Trade debt                $117,023

Colombo Importing U.S.        Trade debt                $113,646

Blue Valley Foods             Trade debt                 $93,284

Oesse Foods Inc.              Trade debt                 $91,560

Antonio Rodenas Meseguer      Trade debt                 $90,368

Citizens Bank                                            $76,431

Sipa, S.R.L.                  Trade debt                 $53,849

Med USA Corp.                 Trade debt                 $52,525

Joseph Caragol, Inc.          Trade debt                 $48,951

Italverde Trading Inc.        Trade debt                 $48,370

Arthur Schuman, Inc.          Trade debt                 $47,106

New England Specialty         Trade debt                 $42,894

Conservas Alguazas S.L.       Trade debt                 $34,325

Nestle USA, Inc.              Trade debt                 $27,638

East Coast Olive Oil          Trade debt                 $25,170

Toschi Vignola S. R. L.                                  $24,289


UNITED RENTALS: Earns $224 Million in Fiscal 2006
-------------------------------------------------
United Rentals, Inc. reported $3.64 billion in total revenues and
a net income of $224 million for the year ended Dec. 31, 2006,
compared with total revenues of $3.28 billion and a net income of
$187 million for the previous year.

Revenues in 2006 increased due to the increases in equipment
rentals of $192 million, sales of rental equipment of $31 million,
new equipment sales of $27 million, contractor supplies sales of
$84 million, and service and other revenues of $18 million.  

Total costs of revenues for the years 2006 and 2005 were
$2.35 billion and $2.17 billion, respectively.

The company's balance sheet showed total assets of $5.36 billion
and total liabilities of $3.82 billion, resulting to total
stockholders' equity of $1.53 billion as of Dec. 31, 2006.

                  Liquidity and Capital Resources

As of Dec. 31, 2006, the company had

       (i) $492 million of borrowing capacity available under the
           revolving credit facility portion of its senior secured
           credit facility;

      (ii) $275 million of borrowing capacity available under its
           accounts receivable securitization facility; and

     (iii) cash and cash equivalents of $119 million.  The company
           believes that its existing sources of cash will be
           sufficient to support existing operations over the next
           12 months.

In the third quarter of 2006, the company prepaid $400 million of
its outstanding term loan using $200 million of available cash and
$200 million borrowed under its accounts receivable securitization
facility.

In 2006, the company disclosed a redemption of $76 million of its
6-1/2% Convertible Quarterly Income Preferred Securities, at a
price of 101.3 percent.

In October 2006, the company amended its existing accounts
receivable securitization facility, which provides for generally
lower borrowing costs, by increasing the facility size from
$200 million to $300 million.  Additionally, the maturity date has
been extended from May 2009 to October 2011.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b36

                    About United Rentals, Inc.

Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company,  
withan integrated network of more than 760 rental locations in
48states, 10 Canadian provinces, and Mexico.  The company's
12,000 employees serve construction and industrial customers,
utilities, municipalities, homeowners and others. The company
offers for rent over 20,000 classes of rental equipment.  United
Rentals is a member of the Standard & Poor's MidCap 400 Index and
the Russell 2000 Index(R).

                         *     *     *

Moody's Investors Service confirmed its B1 Corporate Family Rating
for United Rentals (North America), Inc.


US AIRWAYS: Moody's Holds Corporate Family Rating at B3
-------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of US Airways
Group, Inc. and its subsidiaries:

   * corporate family rating of B3

   * and assigned a B2 rating and a loss given default of
     LGD3, 42% to a new senior secured term loan.

Moody's also raised the outlook to positive from stable.

The change to positive outlook reflects improvement to the
operating profitability, and to the leverage and interest coverage
metrics since the merger of US Airways Inc. and America West
Airlines in September 2005.

The strong current revenue market has provided US Airways with
moderate pricing power.  As a result, credit metrics improved
sharply over the past year.  EBIT margin during 2006 was 10.5%,
and the company is likely to remain profitable during 2007 given
the solid demand expected.  EBIT to interest expense of 1.7x and
debt to EBITDA of 5.8x at Dec. 31, 2006 are now moderately better
than similarly-rated issuers, although the company's refleeting
plan starting during 2008 could increase indebtedness.  The B3
corporate family rating also considers some uncertainty relating
to incremental cost savings from the merger and the ability of the
airline to expand into more profitable markets, as well as
preserve the high cash balances given the capital spending plans.

Despite much-improved profitability, US Airways has a relatively
high cost structure when compared to other Low Cost Carriers.
However, the network does produce considerably more revenue per
revenue passenger mile also when compared to other LCC's.  High
costs may limit future profit gains because the airline operates
in some of the more competitive US markets which are susceptible
to competition from other LCC's.  Productivity remains constrained
by the large workforce produced by the merger, but the company has
successfully negotiated some wage and benefit concessions through
the bankruptcy process.  Profitability gains have largely been
from revenue improvement, and the company will need to address its
cost structure in order to materially enhance profitability. The
senior secured term loan will refinance a currently outstanding
term loan and will be secured by certain aircraft, spare parts,
gates, route authority, some cash and other assets.

The facility includes a covenant to maintain appraised value of
collateral to the outstanding loan amount of greater than 1.25x,
which could require the company to pledge additional assets should
the appraised value decline meaningfully over time.  The
collateral package in this new loan is somewhat greater than the
collateral in the loan it refinanced, as the company has added a
modest amount of domestic slots.

Downward pressure on the ratings could occur if the EBITDA margin
is lower than 11%, if debt to EBITDA exceeds 10x or if EBIT to
interest expense weakens to approach the 1x level.  The rating
could be raised if internally generated cash flows and profits are
sustained through the peak travel season, resulting in a continued
EBIT to interest expense ratio greater than 1.5x and retained cash
flow to net debt greater than 10%, along with cash balances at
approximately currently levels

Assignments:

   * US Airways Group, Inc.

      -- Senior Secured Bank Credit Facility, Assigned a rating of
         B2 and loss given default of LGD3 - 42

Outlook Actions:

   * America West Airlines, Inc.

      -- Outlook, Changed To Positive From Stable

   * US Airways Group, Inc.

      -- Outlook, Changed To Positive From Stable

   * US Airways, Inc.

      -- Outlook, Changed To Positive From Stable

US Airways Group, Inc., based in Tempe, Arizona, through its
subsidiaries operates the 6th largest airline in the US with
service throughout the U.S. as well as Canada, the Caribbean,
Latin America, and Europe.


US ONCOLOGY: Issues $425MM Debt Securities to Pay Existing Notes
----------------------------------------------------------------
US Oncology Holdings, Inc., has issued an aggregate $425 million
principal amount of its senior unsecured floating rate toggle
notes due 2012.  The floating rate toggle notes are general
unsecured obligations of the company, and bear cash interest at a
rate per annum, reset semi-annually, equal to six-month LIBOR plus
the applicable spread.  The applicable spread will be 4.50% from
the issue date to March 14, 2009, 5.00% from March 15, 2009 to
March 14, 2010, and 5.50% from March 15, 2010 and thereafter.  The
notes will mature on March 15, 2012.  Subject to certain
limitations, at the option of the company, interest on the notes
may be paid either entirely in cash, entirely by increasing the
principal amount of the notes, or by paying 50% in cash and 50% by
increasing the principal amount of the notes.  PIK interest will
accrue on the notes at a rate per annum equal to the cash interest
rate plus 0.75%.

The net proceeds from the issuance of the unsecured floating rate
toggle notes are being used to refinance the company's existing
senior floating rate notes, including payment of a redemption
premium on those notes, to pay a dividend to the company's
stockholders, and to pay related fees and expenses.  In connection
with the issuance of the unsecured floating rate toggle notes, the
Company amended its senior secured credit facility to, among other
things, allow for the issuance of the notes and the use of net
proceeds from the issuance.

The unsecured floating rate toggle notes were issued and sold in a
private offering to institutional investors pursuant to Rule 144A
and Regulation S under the Securities Act of 1933.

US Oncology Holdings, Inc., a holding company, is the parent
company of US Oncology Inc.  Headquartered in Houston, Texas, US
Oncology, Inc. provides comprehensive cancer-care services through
a network of more than 1,000 affiliated physicians.  The company
provides affiliated physician practices with administrative and
billing support, access to advanced treatments and technologies at
integrated community-based cancer care centers, therapeutic drug
management programs and cancer-related clinical research studies.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Standard & Poor's Ratings Services assigned its 'B-' rating to US
Oncology Holdings Inc.'s $400 million senior unsecured floating
rate PIK toggle notes due March 2012.

As reported in the Troubled Company Reporter on March 1, 2007,
Moody's assigned a B3 rating to US Oncology Holdings Inc.'s
proposed offering of $400 million of senior unsecured PIK toggle
notes.  Moody's expects the proceeds of the notes to repay the
existing floating rate notes and to finance a shareholder
dividend.  Moody's also affirmed the B1 Corporate Family Rating
and changed the rating outlook to negative from stable.


USEC INC: Senior VP and General Counsel Tim Hansen to Resign
------------------------------------------------------------
USEC Inc. reported that Timothy Hansen, senior vice president,
general counsel and secretary is planning to leave the company
this summer.

Mr. Hansen has worked for USEC since 1994 and held a series of
positions with progressively higher responsibility.  He left the
company briefly in late 2004 and returned in early 2005.  Mr.
Hansen said he will be making a career change, and both he and
his wife will be pursuing advanced degrees in education.

"I have thoroughly enjoyed many challenges and opportunities in my
13 years at USEC and developed a deep respect for the commitment
and dedication of the company's employees.  This was not an easy
decision, but my family and I are ready to pursue a path for
personal growth that we wanted to begin in 2004.  There's no
perfect time to make a career change, but we've decided our time
to begin is now," Hansen said.

Chairman James R. Mellor said the Company was sorry to lose a
senior officer with the knowledge, skills and temperament that
Hansen has demonstrated throughout his tenure at USEC.  "I asked
Tim to return to USEC in 2005 during the period when I was the
interim chief executive officer.  I told him that I needed his
counsel, and he set aside his career change plans at that time.  
We wish Tim and his family well as they embark on a new path.  I
think Tim will do a great job at anything he does and working
with young people is certainly a noble goal to pursue."

President and Chief Executive Officer John K. Welch said, "Tim has
been an integral member of senior management and a strong leader
within the Company.  He was invaluable to me when I joined USEC.  
We've benefited from his experience at USEC from its early days,
as well as his insight on the issues facing the nuclear industry
[Fri]day.

"We especially appreciate the advance notice that Tim has
provided, which will allow time for a smooth transition to new
leadership of our legal function," Welch added.

                         About USEC Inc.

Headquartered in Bethesda, Maryland, USEC (NYSE: USU) is a leading
global supplier of low enriched uranium to nuclear power plants
and is the exclusive executive agent for the US Government under
the Megatons to Megawatts program with Russia.  The company had
revenues of $1.8 billion in 2006.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2007,
Moody's Investors Service placed USEC's Corporate Family Rating at
B1 and Senior Unsecured Regular Bond/Debenture at B2 on review for
a possible downgrade.


WINDSTREAM CORP: Earns $545.3 Million in Year Ended December 31
---------------------------------------------------------------
Windstream Corp. reported net income of $545.3 million on revenues
of $3.033 billion for the year ended Dec. 31, 2006, compared with
net income of $374.3 million on revenues of $2.923 billion for the
year ended Dec. 31, 2005.

Revenues increased $109.8 million as compared with 2005, due
primarily to the acquisition of Valor Communications Group Inc.
Excluding the acquisition, revenues decreased $112.5 million,
primarily due to the increase in intercompany eliminations due to
the discontinuance of the application of Statement of Financial
Accounting Standard ("SFAS") No. 71, and the loss of access lines.  
Average revenue per wireline customer, however, increased four
percent from a year ago to $75.29 due primarily to growth in
broadband revenues.
  
Operating income increased 42 percent to $898.8 million in 2006
from $633.8 million in 2005, primarily reflecting the acquisition
of Valor Communications, the termination of a licensing agreement
with Alltel Corp. as of June 30, 2006, and a decline in
depreciation and amortization resulting from reductions in
depreciable lives for certain assets associated with studies
performed during 2005 and 2006.

Interest expense increased $190.5 million, or 997 percent, in
2006.  In conjunction with the spin-off from Alltel Corp. and
merger with Valor Communications which was completed on
July 17, 2006, the company borrowed approximately $4.9 billion of
long-term debt under a credit facility and through the issuance of
senior notes, and assumed $400 million principal value of
additional senior notes from Valor Communications.  These
borrowings, along with $181 million of debt issued by the
company's wireline operating subsidiaries, resulted in
approximately $5.5 billion of long-term debt at Dec. 31, 2006.  

Income tax expense increased $8.4 million in 2006.  The increase
in income tax expense in 2006 is due to the increase in income
before income taxes, partially offset by a settlement received
from the Internal Revenue Service during 2006 related to taxes
paid during 1997 through 2003.  The company's effective tax rate
in 2006 was 38.3 percent, compared to 41.3 percent in 2005.  

Windstream determined in the third quarter of 2006 that it is no
longer appropriate to continue the application of SFAS No. 71 for
reporting its financial results.  Accordingly, Windstream Corp.
recorded a non-cash extraordinary gain of $99.7 million in 2006,
as required by the provisions of SFAS No. 101, "Regulated
Enterprises - Accounting for the Discontinuation of the
Application of FASB Statement No. 71."  

At Dec. 31, 2006, the company's balance sheet showed $8.03 billion
in total assets, $7.56 billion in total liabilities, and
$469.8 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?1b63

                          About Windstream

Windstream Corp. -- http://www.windstream.com/-- provides voice,  
broadband and entertainment services to customers in 16 states.
The company has approximately 3.2 million access lines.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2007,
Moody's Investors Service assigned a Ba3 rating to the
proposed $500 million senior note issuance of Windstream
Corporation.


WRIGHT INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wright Industries, Inc.
        100 Poplar Street
        Pittsburgh, PA 15223

Bankruptcy Case No.: 07-21384

Type of Business: The Debtor is an underground utility contractor.
                  See http://www.wright-industries.com/

Chapter 11 Petition Date: March 6, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: D. Alexander Barnes, Esq.
                  Edmond M. George, Esq.
                  Michael D. Vagnoni, Esq.
                  Obermayer Rebmann Maxwell Hippel LLP
                  One Penn Center 19th Floor
                  1617 John F. Kennedy Boulevard
                  Philadelphia, PA 19103-1895
                  Tel: (215)

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Gerry Toscani                                        $425,838
   711 Garwood Road
   Moorestown, NJ 08057

   43rd Street Concrete & Asphalt Co.                   $393,831
   One 43rd Street
   Pittsburgh, PA 15201

   Heritage Agency                                      $291,011
   Heritage Building
   100 Purity Road
   Pittsburgh, PA 15235

   McClymonds Supply & Transit                          $245,147

   Jim Robinson                                         $130,700

   Tim Hickman                                          $104,800

   Circle R Safety                                       $99,232

   Gino Scatena, Sr.                                     $88,907

   Monarch Oil Company                                   $86,445

   Martinelli Construction Co., Inc.                     $73,943

   Matcon Diamond, Inc.                                  $56,983

   Superior Utility Excavation                           $55,000

   Dunbar Consulting & Accounting                        $49,440

   American Express Corp. Card                           $30,200

   Equitable Resources Utilities                         $24,607

   Lindy Paving, Inc.                                    $22,744

   Absolute Equipment                                    $17,911

   Pittsburgh Tire Services, Inc.                        $15,400

   Knickerbocker Russell Co., Inc.                       $15,270

   Buchana Ingersol PC                                   $12,886


YUKOS OIL: Dutch Laws Ban Sale of 49% Transpetrol Stake
-------------------------------------------------------
OAO Yukos Oil Co. does not intend to assert in a Dutch court that
its subsidiary, Yukos Finance BV, has a right to participate in
the sale of a 49% stake in Transpetrol a.s., RosBusinessConsulting
reports citing Nikolai Lashkevich, spokesperson for Yukos
bankruptcy receiver Eduard Rebgun.

According to RBC, Yukos Oil and Yukos Finance serve as
beneficiaries to a trust company in Holland where the Transpetrol
stake is currently retained.  However, RBC says, Dutch laws ban
Mr. Rebgun from selling its asset.  Mr. Rebgun revealed that the
stake is being appraised without adding when the process will be
completed.

As reported in the Troubled Company Reporter-Europe on Aug. 16,
2006, Mr. Rebgun, in his capacity as court-appointed insolvency
manager for Yukos Oil, fired Bruce Misamore and David Godfrey of
Yukos Finance after a Dutch court ruled that he was within his
rights to call for an extraordinary meeting to discharge the
officers.

The decision, which Mr. Rebgun claims was authorized by
shareholders, paved the way for creditors to take control of
Yukos Finance's main assets, including:

   -- a 54% stake in Lithuanian refinery Mazeikiu Nafta
      AB, worth almost $1.5 billion; and

   -- a 49% stake in Transpetrol, worth between $100 million
      and $200 million.

The Slovakian government, which holds the remaining 51% in
Transpetrol, indicated last year that it is trying to reinforce
its position over the company by repurchasing the 49% stake it
sold to Yukos in 2002.

The Slovak government has until mid-2007 to veto any effort of the
Russian company to sell its stake.

                      About Transpetrol

Transpetrol a.s. -- http://www.transpetrol.sk/-- operates the  
Slovak part of the Druzhba oil pipeline through which about
10 million tons of Russian oil flow to western Europe annually.

                        About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is  
an open joint stock company existing under the laws of the
Russian Federation.  Yukos is involved in energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to
oil and gas production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $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 $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.


* Karen Gottwald Joins Hilco Financial as Senior Vice President
---------------------------------------------------------------
David Chisholm, CEO of Hilco Financial, LLC, announced that Karen
J. Gottwald has joined the firm as Senior Vice President.  Karen
will specialize in loan originations for Hilco Financial as the
company continues to establish its leadership in special
situation, asset-backed bridge lending.

Before joining Hilco Financial, Karen had been in senior-level
loan origination roles with several prominent lending
institutions.  Most recently, she was with the Chicago office of
CSG Investments, Inc., where she oversaw originations,
structuring, and documentation of secured facilities ranging from
$5 million to $500 million.  Earlier, she had been with CIT
Business Credit and Deutsche Banc Alex Brown.  Karen also served
as a loan collateral examiner and portfolio analyst, adding depth
to her knowledge and experience as an originator.

Karen, who is based in Hilco's Northbrook, Ill., office, will team
with Tony DeMonte, Executive Vice President and head of North
American business development.  She and Tony will share national
coverage responsibility.

Ms. Gottwald can be reached at:

      Karen Gottwald
      Senior Vice President
      Hilco Financial, LLC
      5 Revere Drive, Suite 430
      Northbrook, IL 60062
      Tel: (847) 849-2912
      Cell: (847) 612-0593
      kgottwald@hilcofinancial.com


* Patrick Baskette Joins Troutman Sanders' Public Affairs Group
---------------------------------------------------------------
Troutman Sanders Public Affairs Group LLC disclosed the addition
of Patrick Baskette as President -- Public Policy Group.  TSPAG is
a wholly owned subsidiary of Troutman Sanders LLP.  He will manage
the firm's state lobbying network, procurement network, as well as
the federal coalition and grasstops practice.

Mr. Baskette comes to Troutman Sanders from The Dewey Square
Group, where he coordinated the firm's grassroots and coalition
services from 1997 to 2006.

His experience has involved managing political issues and
coalition campaigns in more than 45 states.  He has managed
national grassroots projects, including Fast Track, MFN-China, and
bankruptcy and healthcare reform.  Additionally, he has
coordinated numerous strategic issues relating to bankruptcy,
class action and securities reform; environmental, food and
beverage, healthcare, and international and domestic aviation
issues; international trade agreements; telecommunications; and
utility mergers and deregulation.

Mr. Baskette has had a distinguished career on Capitol Hill, where
he served as chief of staff to Congressman Owen Pickett, special
assistant to Senator Joe Biden's staff and southern coordinator
for Mr. Biden's presidential campaign.

"We are thrilled to have Patrick join our team," Pete Robinson,
chairman and CEO of Troutman Sanders Public Affairs Group, said.  
"His experience managing state networks, national grassroots
projects, strategic project initiatives and coalition campaigns
will be a great asset to our clients."

Mr. Baskette received a B.A. from The University of Memphis in
1979 and a M.A. from The American University in 1982.

          About Troutman Sanders' Public Affairs Group

Troutman Sanders Public Affairs Group LLC is a full-service
government relations and issue management firm with offices in
Atlanta, Richmond, Tampa and Washington, D.C.  The Group advocates
its clients' public policy issues and needs at the federal, state
and local levels.

                     About Troutman Sanders

Troutman Sanders LLP, founded in 1897, is an international law
firm with over 600 attorneys serving clients from offices in
Atlanta, Hong Kong, London, New York, Newark, Norfolk, Raleigh,
Richmond, Tysons Corner, Shanghai, Virginia Beach and Washington,
D.C. The full-service firm provides advice and counsel in over 30
legal practice areas and is committed to delivering professional
service throughout all its locations.


* Thomas Dupuis Joins Chadbourne & Parke's Los Angeles Office
-------------------------------------------------------------
Thomas I. Dupuis has joined the international law firm of
Chadbourne & Parke LLP's renewable energy practice as a partner in
the Los Angeles office.  The move marks the third lateral partner
hire and seventh overall hire in Los Angeles for this practice in
2007, expanding Chadbourne's global presence in the renewable
energy area.

"We are pleased to bring Tom on board," Chadbourne Managing
Partner Charles K. O'Neill said.  "His skills complement and
deepen the capabilities we offer our energy clients on the West
Coast and elsewhere."

Mr. Dupuis joins Chadbourne from the Los Angeles law firm of
Morgan, Lewis & Bockius.  In addition to his work in renewable
energy, Mr. Dupuis' substantial experience in commercial real
estate will complement Chadbourne's practice in that area as well.

In renewable energy, Mr. Dupuis will be working closely with
Edward Zaelke and Adam Umanoff, two other partners who in February
joined Chadbourne's renewable energy practice in Los Angeles from
Morgan Lewis.  Mr. Zaelke and Mr. Umanoff are both widely
recognized as leading attorneys involved in renewable energy
development.  In addition, associates John Ha, Lloyd MacNeil and
Chris Pelliccioni and paralegal Lois LeBar have either joined or
are in the process of joining Chadbourne, all from Morgan Lewis.  
Chadbourne's Los Angeles office continues to actively recruit
associates.

On March 7, former New York Governor George Pataki and his Chief
of Staff John Cahill joined Chadbourne's New York office to focus
on energy, environmental and corporate matters.  Messrs. Dupuis,
Zaelke and Umanoff expect to collaborate with them on a range of
projects.

In his previous position, Mr. Dupuis, 38, was a member of the
Business and Finance Practice Group.  His practice there included
the development, purchase and sale of energy projects, with a
focus on wind power.  His work in the area included siting
(including wind park and transmission easements and ground
leases), acquiring governmental approvals and permits,
construction, and negotiating and documenting turbine purchase and
warranty agreements, agreements to engineer, procure and construct
projects, and agreements for the purchase and sale of wind power
projects.

In addition to his energy background, Mr. Dupuis comes to
Chadbourne with over 12 years of legal experience in a range of
real estate and commercial transactions.  His work includes real
estate acquisitions and sales, development, construction, leasing,
debt and equity financing, joint ventures, land use matters,
project development and project finance and corporate
transactions.

Mr. Dupuis holds a B.S. from Northwestern University and a J.D.
from the University of Southern California Law Center, where he
received Order of the Coif honors, was a member of the Southern
California Law Review and was associate editor of the Southern
California Interdisciplinary Law Journal.

                    About Chadbourne & Parke

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an  
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, and Latin America.  The Firm has offices in New York,
Washington, DC, Los Angeles, Houston, Moscow, St. Petersburg,
Warsaw (through a Polish partnership), Kyiv, Almaty, Tashkent,
Beijing, and a multinational partnership, Chadbourne & Parke, in
London.


* Cadwalader Wickersham Adds Four Partners from Weil Gotshal
------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP has disclosed that Deryck A.
Palmer, Esq., John J. Rapisardi, Esq., George A. Davis, Esq., and
Andrew M. Troop, Esq. will join the firm as partners in the
Financial Restructuring Department, based in New York.

Each is currently a partner in the Business Finance &
Restructuring Department of Weil, Gotshal & Manges LLP.

The four bring over 85 collective years of restructuring
experience to Cadwalader's already thriving practice, having
represented debtors, creditors, lenders, and investors in complex
domestic and international business reorganizations, debt
restructurings, and distressed mergers and acquisitions in a wide
array of industries, including healthcare, automotive,
telecommunications, airline, energy, financial, retail, and
manufacturing.

Together, they have represented debtors in some of the largest and
most complex bankruptcy cases, including Saint Vincents Catholic
Medical Centers, WestPoint Stevens, IMPATH Inc., Bethlehem Steel
Corporation, Doctor's Community Health Care Corporation, Syratech
Corporation, Sunbeam Corporation, Marvel Entertainment, Inc.,
Carmike Cinemas, Inc., Global Star, Metallurg, Olympia & York, F&M
Distributors, Drexel Burnham Lambert, Texaco, Inc., and United
Healthcare Newark Children's Hospital.

They have also represented lenders, committees and major creditor
groups in numerous recent high-profile cases, including Calpine
Corporation, Delta Airlines, US Airways, Independence Air, Owens
Corning, Safety Kleen, Solutia, Tower Automotive, Kaiser Aluminum
& Chemical Corporation, Mirant, Iridium, Pliant Corporation, Eagle
Pitcher, Genesis Health Care, Mariner Post-Acute Care, Mariner
Health Care, Centennial Health Care, Galey & Lord, WCI Steel,
Weirton Steel, Cable and Wireless, FAO Schwarz, Aladdin Casino and
Hotel, Montgomery Ward I, NSM Steel, Trump Atlantic City Casinos,
FPA, MedPartners, and PhyCor.

Most recently, they have been involved in three major out-of-court
restructurings: Detroit Medical Center,; Florida Healthplans and a
major sports franchise.  They also have extensive expertise in
international cross-border restructurings, including unparalleled
experience advising investors with regard to Chinese restructuring
law.

Cadwalader Chairman and Managing Partner Robert O. Link, Jr.
stated, "We are thrilled to have these well-regarded and highly
experienced lawyers join our firm.  Their impressive record of
transactions and client base will greatly enhance our global
restructuring capacity and provide us with phenomenal
opportunities for cross-selling and growth.  We look forward to
capitalizing on the many synergies between our practices."

Bruce R. Zirinsky, the Chairman of the firm's Financial
Restructuring Department, stated, "I have worked with these
fantastic lawyers for much of my career, and am delighted to have
them join our practice.  The addition of this team of top
restructuring lawyers, with wide-ranging connections and
experience, to our already strong and diverse restructuring
practice, is a major step in accomplishing many of our strategic
goals.  It will broaden our representation of the corporations,
financial institutions and advisory firms that form Cadwalader's
core client base, substantially enhance our ability to handle a
greater number of large U.S. and multinational restructuring
matters, and add to our already deep knowledge and experience in
the health care industry.  In addition, we will be able to take on
a broader role in distressed company investments and acquisitions,
continue to capitalize on cross-border work in collaboration with
our London office, and develop a robust Asian restructuring
presence through our Beijing office."
  
Mr. Palmer was recently recognized by Turnarounds and Workouts as
one of the nation's "Outstanding Bankruptcy Lawyers."  He serves
as the co-vice-chair of the American Bar Association's Business
Bankruptcy Committee's Healthcare Working Group and as a member of
the New York State Bar Association's Committee on Bankruptcy and
Committee on Courts and Community.  Also an adjunct professor of
law at New York Law School, he teaches advanced topics in
bankruptcy and corporate reorganization and lectures at many other
law schools nationwide.  He is a frequent commentator and
consultant on issues relating to Chinese bankruptcy laws.  Mr.
Palmer received his B.A. from Syracuse University and his J.D.
from the University of Michigan.

Mr. Rapisardi is included in the 2007 edition of The Best Lawyers
in America and identified as "highly recommended counsel" in the
PLC Cross-border Restructuring and Insolvency Handbook for 2006-
2007.  He was also ranked in the 2005, 2006, and 2007 editions of
Chambers USA: America's Leading Lawyers for Business, which said
Mr. Rapisardi's "star continues to rise in the healthcare
industry" and that "interviewees value his integrity, calling him
'as honest as the day is long'."  Currently the bankruptcy
columnist for the New York Law Journal and an adjunct professor of
law at Pace Law School, Mr. Rapisardi publishes frequently and
lectures extensively on a variety of subjects, including cross-
border restructurings and Chinese bankruptcy law.  He received his
B.S. from Fordham University, his J.D. from Pace University School
of Law, and his LL.M. (with a concentration in corporate and
commercial law) from New York University School of Law.

Mr. Davis was selected for the 2007 edition of The Best Lawyers in
America.  He was also recognized as a "rising star" by Chambers in
2005 and ranked in Chambers in 2006 and 2007, in which it was said
that Mr. Davis "stands out due to his success in building
consensus among groups with extremely different viewpoints."
Turnarounds and Workouts also named Mr. Davis as one of the top
ten outstanding young restructuring lawyers in 2005.  He is a
frequent writer and speaker on restructuring topics and an active
member of the Committee on Bankruptcy and Corporate
Reorganizations of the Association of the Bar of the City of New
York.  He received his B.S., magna cum laude, from SUNY at
Binghamton and his J.D., with distinction, from Hofstra University
School of Law.

Mr. Troop has been included in The Best Lawyers in America since
2002.  He was recently honored by Nightingale Health Care News as
one of the top ten health care transaction lawyers of the year.  
He lectures regularly on a wide array of topics, including the
intersection of nonprofit and financial restructuring laws and
healthcare restructuring issues.  Mr. Troop is committed to pro
bono work, and was honored in 2006 by the Asian American Lawyers
Association of Massachusetts for his representation of the
interests of Asian and Hispanic Americans.  He received his B.A.,
cum laude, from Amherst College and his J.D., cum laude, from
Northwestern University School of Law.

"We are excited to bring our talents to Cadwalader's already
impressive practice.  Given our relationships and experiences with
Cadwalader's restructuring group and our shared vision regarding
the future of the practice, we believe that Cadwalader offers a
strong platform from which to make an investment in a truly
international bankruptcy practice - capabilities shared by few
firms in the world," stated Mr. Palmer.

               About Cadwalader, Wickersham & Taft

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--   
established in 1792, is an international law firm, with offices in
New York, London, Charlotte, Washington and Beijing.  Cadwalader
serves a diverse client base, including top financial
institutions, undertaking business in more than 50 countries in
six continents.  The firm offers legal expertise in antitrust,
banking, business fraud, corporate finance, corporate governance,
environmental, healthcare, insolvency, insurance and reinsurance,
litigation, mergers and acquisitions, private client, private
equity, real estate, regulation, securitization, structured
finance, and tax.


* Bracewell & Giuliani Adds 2 New Partners from Bingham McCutchen
-----------------------------------------------------------------
Bracewell & Giuliani LLP has disclosed that Evan D. Flaschen, Esq.
and Gregory W. Nye, Esq. will join the firm as partners.

Both are currently partners in the Financial Restructuring Group
at Bingham McCutchen LLP.  It is expected that a number of
financial restructuring attorneys from Bingham will follow Mr.
Flaschen and Mr. Nye in their move to Bracewell.

This addition provides Bracewell with one of the most highly
regarded financial restructuring practices in the world and adds
depth to Bracewell's private funds practice, which includes
representing "special situations" and distressed investment funds.
Mr. Flaschen and Mr. Nye represent hedge and private equity funds,
institutional investors, secured lenders, insurance companies and
other financial institutions, as well as acquirers of distressed
assets, in complex workouts and insolvency matters, with a
particular emphasis on major corporate and multinational
restructurings.

"With the arrival of Evan and Greg, we've taken the logical next
step toward broadening our practice offerings in the New York
region and deepening our financial restructuring practice," said
Patrick C. Oxford, managing partner of Bracewell & Giuliani.

"Their arrival highlights our continuing focus on adding top
talent in key practice areas throughout the firm.  Moreover, this
shows that our client-driven growth strategy in New York continues
to be very successful.  The seed we planted two years ago when we
opened in New York with Rudy Giuliani as our new named partner
continues to bear substantial fruit," said Mr. Oxford.

Bracewell's latest addition adds to its growing global
capabilities.  Mr. Flaschen has been named twice to Euromoney's
list of the Top 25 "Best of the Best" insolvency lawyers in the
world.  In addition, he was the only U.S. restructuring lawyer
included in Asialaw's "Leading Lawyers 2006."

"Greg and I are very excited to join Bracewell & Giuliani.
Bracewell is not only a world class law firm, but also a true
partnership where the needs of the clients and the people always
come first," said Mr. Flaschen.

                   About Bracewell & Giuliani

The law firm of Bracewell & Giuliani LLP --
http://www.bracewellgiuliani.com/-- has approximately 400  
attorneys and 9 offices worldwide.  The firm's extensive
complement of practices encompasses business transactions,
litigation and government relations, including a specific focus on
bank finance and securities law, tax, corporate restructuring,
intellectual property, environmental law, labor and employment
law, energy and telecommunications regulation, and federal and
state legislative strategies.  Bracewell serves a wide array of
U.S. and international clients, including Fortune 500 companies
and government and public entities.

                    About Bingham McCutchen

Bingham McCutchen LLP -- http://www.bingham.com/-- is an  
international law firm with 950 attorneys in 13 offices.  The firm
represents clients in high-stakes litigation, complex financing
and financial regulatory issues, government affairs, and a wide
variety of sophisticated corporate and technology matters.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Performance Manufacturing, Inc.
   Bankr. W.D. Wis. Case No. 07-10725
      Chapter 11 Petition filed March 1, 2007
         See http://bankrupt.com/misc/wiwb07-10725.pdf

In re Rashmee, Inc.
   Bankr. N.D. Tex. Case No. 07-30959
      Chapter 11 Petition filed March 1, 2007
         See http://bankrupt.com/misc/txnb07-30959.pdf

In re Robert C. Grantham, III
   Bankr. W.D. Tenn. Case No. 07-21940
      Chapter 11 Petition filed March 1, 2007
         See http://bankrupt.com/misc/tnwb07-21940.pdf

In re O & M Halal, Inc.
   Bankr. E.D. Pa. Case No. 07-11241
      Chapter 11 Petition filed March 2, 2007
         See http://bankrupt.com/misc/paeb07-11241.pdf

In re Pedi-Care Pediatric Clinic, P.C.
   Bankr. E.D. Mich. Case No. 07-44155
      Chapter 11 Petition filed March 2, 2007
         See http://bankrupt.com/misc/mieb07-44155.pdf

In re Ronald Lee Russell
   Bankr. W.D. Pa. Case No. 07-21354
      Chapter 11 Petition filed March 4, 2007
         See http://bankrupt.com/misc/pawb07-21354.pdf

In re Lombard Apothecary, Inc.
   Bankr. E.D. Pa. Case No. 07-11310
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/paeb07-11310.pdf

In re Valerie Willis
   Bankr. C.D. Calif. Case No. 07-11718
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/cacb07-11718.pdf

In re All Star Cleaning & Preservation Inc.
   Bankr. W.D. Wash. Case No. 07-10930
      Chapter 11 Petition filed March 6, 2007
         See http://bankrupt.com/misc/wawb07-10930.pdf

In re Best Buy Furniture, Inc.
   Bankr. D. Ariz. Case No. 07-00950
      Chapter 11 Petition filed March 6, 2007
         See http://bankrupt.com/misc/azb07-00950.pdf

In re Alonso & Sons, LLC
   Bankr. D. Md. Case No. 07-12105
      Chapter 11 Petition filed March 7, 2007
         See http://bankrupt.com/misc/mdb07-12105.pdf

In re Bear Express Transportation, Inc.
   Bankr. N.D. Ga. Case No. 07-63942
      Chapter 11 Petition filed March 7, 2007
         See http://bankrupt.com/misc/ganb07-63942.pdf

In re L.R. Gregory & Son, Inc.
   Bankr. N.D. Ill. Case No. 07-04008
      Chapter 11 Petition filed March 7, 2007
         See http://bankrupt.com/misc/ilnb07-04008.pdf

In re Thomas Tuck Zaruba
   Bankr. D. Alaska Case No. 07-00100
      Chapter 11 Petition filed March 7, 2007
         See http://bankrupt.com/misc/akb07-00100.pdf

In re Toddler's Center, Inc.
   Bankr. E.D. Mich. Case No. 07-44490
      Chapter 11 Petition filed March 7, 2007
         See http://bankrupt.com/misc/mieb07-44490.pdf

In re Ambulancias Emergencias Del Sur Inc.
   Bankr. D. P.R. Case No. 07-01172
      Chapter 11 Petition filed March 8, 2007
         See http://bankrupt.com/misc/prb07-01172.pdf

In re DeSimone's Personal Care Home, Inc.
   Bankr. W.D. Pa. Case No. 07-21468
      Chapter 11 Petition filed March 8, 2007
         See http://bankrupt.com/misc/pawb07-21468.pdf

In re Dong Hae Kim
   Bankr. M.D. Tenn. Case No. 07-01634
      Chapter 11 Petition filed March 8, 2007
         See http://bankrupt.com/misc/tnmb07-01634.pdf

In re Mercury3i.com, Inc.
   Bankr. E.D. N.Y. Case No. 07-70775
      Chapter 11 Petition filed March 8, 2007
         See http://bankrupt.com/misc/nyeb07-70775.pdf

In re Refrigeration Service, Inc.
   Bankr. E.D. Mich. Case No. 07-44530
      Chapter 11 Petition filed March 8, 2007
         See http://bankrupt.com/misc/mieb07-44530.pdf

In re Silver Chain, LLC
   Bankr. W.D. Tex. Case No. 07-10406
      Chapter 11 Petition filed March 8, 2007
         See http://bankrupt.com/misc/txwb07-10406.pdf

In re TRE, LLC
   Bankr. N.D. Ala. Case No. 07-01091
      Chapter 11 Petition filed March 8, 2007
         See http://bankrupt.com/misc/alnb07-01091.pdf

In re Impact Autoglass, Inc.
   Bankr. D. Ariz. Case No. 07-00353
      Chapter 11 Petition filed March 9, 2007
         See http://bankrupt.com/misc/azb07-00353.pdf

In re Heaven's Five, LLC
   Bankr. D. Ariz. Case No. 07-01022
      Chapter 11 Petition filed March 9, 2007
         See http://bankrupt.com/misc/azb07-01022.pdf

In re Patricia A. Malloy
   Bankr. D. Mass. Case No. 07-11393
      Chapter 11 Petition filed March 9, 2007
         See http://bankrupt.com/misc/mab07-11393.pdf

In re Pergot, LLC
   Bankr. D. Nev. Case No. 07-11177
      Chapter 11 Petition filed March 9, 2007
         See http://bankrupt.com/misc/nvb07-11177.pdf

In re Joseph S. Ozment
   Bankr. W.D. Tenn. Case No. 07-22233
      Chapter 11 Petition filed March 10, 2007
         See http://bankrupt.com/misc/tnwb07-22233.pdf

In re Jean J. Gilles
   Bankr. D. Mass. Case No. 07-11434
      Chapter 11 Petition filed March 12, 2007
         See http://bankrupt.com/misc/mab07-11434.pdf

In re Mattress Now, Inc.
   Bankr. E.D. N.C. Case No. 07-00501
      Chapter 11 Petition filed March 12, 2007
         See http://bankrupt.com/misc/nceb07-00501.pdf

In re Oasis of Hope Church
   Bankr. E.D. N.C. Case No. 07-00913
      Chapter 11 Petition filed March 12, 2007
         See http://bankrupt.com/misc/nceb07-00913.pdf

In re Richmond Lighting Corp.
   Bankr. D. N.J. Case No. 07-13331
      Chapter 11 Petition filed March 12, 2007
         See http://bankrupt.com/misc/njb07-13331.pdf

In re Sehat Properties, LLC
   Bankr. D. Ore. Case No. 07-30819
      Chapter 11 Petition filed March 12, 2007
         See http://bankrupt.com/misc/orb07-30819.pdf

In re Columbia Home Corp.
   Bankr. D. Md. Case No. 07-12325
      Chapter 11 Petition filed March 13, 2007
         See http://bankrupt.com/misc/mdb07-12325.pdf

In re DeSoto Gym, Inc.
   Bankr. N.D. Tex. Case No. 07-31251
      Chapter 11 Petition filed March 13, 2007
         See http://bankrupt.com/misc/txnb07-31251.pdf

In re Melvin Gene Tharp
   Bankr. W.D. Okla. Case No. 07-10727
      Chapter 11 Petition filed March 13, 2007
         See http://bankrupt.com/misc/okwb07-10727.pdf

In re Noteable Auto & Truck Sales, LLC
   Bankr. M.D. Tenn. Case No. 07-01762
      Chapter 11 Petition filed March 13, 2007
         See http://bankrupt.com/misc/tnmb07-01762.pdf

In re Ortolani Jewelers
   Bankr. D. N.J. Case No. 07-13426
      Chapter 11 Petition filed March 13, 2007
         See http://bankrupt.com/misc/njb07-13426.pdf

In re Rizzo's Restaurant, Inc.
   Bankr. E.D. Pa. Case No. 07-11511
      Chapter 11 Petition filed March 13, 2007
         See http://bankrupt.com/misc/paeb07-11511.pdf

                             *********

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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