TCR_Public/070316.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, March 16, 2007, Vol. 11, No. 64

                             Headlines

ADVANCED MARKETING: Withdraws Request to Pay PGW Publisher Claims
ADVANCED MARKETING: Baker & Taylor Asset Purchase Agreement Okayed
ADVANCED MARKETING: Panel Hires Lowenstein Sandler as Counsel
AEW REAL: Board of Trustees Approves Liquidation of Fund
AMERICAN CAMSHAFT: Has Until May 10 to File Combined Chap. 11 Plan

AMERICAN CELLULAR: Fitch Rates $1.05 Billion Senior Facility at B+
AMERICAN REAL: Earns $798.8 Million in Year Ended December 31
ASBURY AUTOMOTIVE: Prices Private Offering of Senior Notes
ATTACHMATE CORPORATION: Moody's Holds B3 Corporate Family Rating
AVENTINE RENEWABLE: Moody's Rates New $300 Mil. Senior Notes at B3

AXCESS INTERNATIONAL: Hein & Associates Raise Going Concern Doubt
BALLY TOTAL: Defaults Under Note Covenants Due to Late 10-K Filing
BIOSAFE MEDICAL: Involuntary Chapter 11 Case Summary
CARBIZ INC: Secures $2.5 Million Financing from Trafalgar Capital
CARROLS CORP: Inks $185 Million Senior Secured Credit Facility

CEDAR FAIR: Earns $87.5 Million in Year Ended December 31
CFI MANUFACTURING: Section 341(a) Meeting Continued to March 23
CHIQUITA BRANDS: Posts $95.9 Mil. Net Loss in Year Ended Dec. 31
CITATION CORP: Judge Mitchell Approves First Day Motions
CITATION CORP: Unsecured Creditors to Recover 100% of Claims

CKE RESTAURANTS: Moody's Rates $200 Million Senior Loan at (P)Ba2
CLEAR CHANNEL: Highfields Capital Increases Stake to 5%
COOLBREEZE ACQUISITION: Moody's Assigns B2 Corporate Family Rating
COVALENCE SPECIALTY: Inks Merger Agreement with Berry Plastics
COVALENCE SPECIALTY: Post $21.8MM Net Loss in Qtr. Ended Dec. 29

CREST 2002-IG: S&P Lifts Rating on Class D Notes to BB+
CUT-RATE PHARMACY: Case Summary & 22 Largest Unsecured Creditors
CVS CORP: Shareholders Approve Merger of Equals with Caremark Rx
CVS CORP: Glass Lewis Advises Caremark Stockholders to Vote No
CWALT INC: Moody's Rates Class M-10 Certificates at Ba2

DAVID KALKSTEIN: Case Summary & 12 Largest Unsecured Creditors
DOBSON COMMUNICATIONS: Fitch Affirms B- Issuer Default Rating
EMPORIA PREFERRED: S&P Rates $18.5 Million Class E Notes at BB
ENERGY PARTNERS: Inks Financing Agreement with Bank of America
ENTERCOM RADIO: Moody's Cuts Rating on 7.625% Senior Notes to B1

FASSBERG CONSTRUCTION: Confirmation Hearing Set for March 27
GALE FORCE: S&P Rates $21.6 Million Class E Notes at BB
GE COMMERCIAL: Fitch Holds Low-B Ratings on Five Cert. Classes
GENERAL MOTORS: Shifts 20% of Pension Assets from Stocks to Bonds
GENERAL MOTORS: DBRS Holds Rating on Long-Term Debt at B Negative

GLACIER FUNDING: Fitch Holds BB Rating on $4 Mil. Class D Notes
GOODYEAR TIRE: Jamaican Unit Reports $120 Million in Losses
GOODYEAR TIRE: Names Kramer as North American Tire Biz President
GRANITE BROADCASTING: Court Okays Assumption of ImagePlus Deal
GRANITE BROADCASTING: Can Assume Pistons Broadcast Agreement

GRANITE BROADCASTING: Court Extends Removal Period to May 31
HOLY CROSS: Moody's Holds B2 Rating on $20 Million Debt
HUNTER FAN: Moody's Lowers Corporate Family Rating to B2
ILLINOIS HEALTH: Fitch Lifts Rating on $15 Million Bonds to BB+
INDIAN CREEK: Chap. 7 Trustee Hires Kokjer Peirotti as Accountants

INDYMAC HOME: Fitch Rates $14 Mil. Class M-11 Certificates at BB
INDYMAC INDX: S&P Up Rating on Series 2004-AR10 Class B-4 Certs.
IRON MOUNTAIN: S&P Rates Proposed $800 Million Facilities at BB
ISTAR FINANCIAL: Earns $91.7 Million in Quarter Ended December 31
J. CREW GROUP: Earns $44 Million in Fourth Quarter Ended Feb. 3

MASTR ADJUSTABLE: Moody's Rates Class M-8 Certificates at Ba2
MEDAVANT HEALTHCARE: Posts $1.6MM Net Loss in Qtr. Ended Dec. 31
MIDLAND REALTY: Fitch Affirms BB+ Rating on $7.7MM Class K Certs.
MILLS CORP: Defers 2006 Form 10-K Filing Due to Restatement
MKP CBO: Moody's Puts $250 Million Notes' B2 Rating on Watch

ML-CFC: Fitch Puts Low-B Ratings on Four Certificate Classes
MONTECITO BROADCAST: Moody's Holds Ratings & Says Outlook is Neg.
MORGAN STANLEY: Fitch Holds BB+ Rating on Class N-SDF Certificates
NAUTILUS RMBS: S&P Rates $20 Million Class C-F and C-V Notes at BB
NPC INT'L: Closes Purchase of 59 Pizza Hut Units for $27.1 Mil.

PACIFIC LUMBER: Scopac Can Access Cash Collateral until June 1
RADNOR HOLDINGS: Carroll Services to Assist in Liquidation
REFCO INC: Court Disallows 59 Claims in Refco LLC Totaling $1.5MM
REVLON INC: Posts $5.5 Million Net Loss in Fourth Quarter 2006
RIGHT-WAY DEALER: Selling Assets to Five Star for $5 Mil. in Cash

SAXON ASSET: S&P Junks Rating on Series 2001-3 Class B Certs.
SECURITIZED ASSET: Fitch Holds BB+ Rating on One Certificate Class
SMURFIT-STONE: Fitch Rates $675 Million Senior Notes at B+
SOLUTIA: Initial Purchase Price Set at $212.5 Mil. in Flexsys Deal
SOLUTIA INC: Earns $11 Million in Year Ended December 31

SOLUTIA INC: Has Made Significant Progress in Chapter 11 Case
SPECTRUM BRANDS: Gets $1.6-Billion Pledge to Refinance Bank Loan
SPECTRUM BRANDS: Launches Exchange Offer for 8-1/2% Senior Notes
STRUCTURED ASSET: Fitch Rates $21 Mil. Class B2 Certificates at BB
STUDENT FINANCE: Former CEO Found Guilty of Bankruptcy Fraud

SUNTERRA CORP: Selling Assets to Diamond Resorts for $700 Million
SUPERIOR PETROLEUM: Case Summary & Four Largest Unsec. Creditors
TOWER AUTO: Wants to Make Initial Payment in ERISA Settlement
TOWER AUTOMOTIVE: Wants Avoidance Actions Protocol Established
TRANS CONTINENTAL: Court Approves Chapter 11 Trustee Appointment

TRANSAX INT'L: David Bouzaid Resigns from Board of Directors
US AIRWAYS: ALPA Says Inability to Merger Affecting Passengers
WACHOVIA BANK: Fitch Holds Low-B Ratings on 6 Certificate Classes
WAMU: Moody' Puts Low-B Ratings on Class B-1 and B-2 Certificates
WESTLB AG: Closes $325 Million Credit Facility for Pacific Ethanol

* BOOK REVIEW: Crafting Solutions for Troubled Businesses: A
               Disciplined Approach to Diagnosing and Confronting
               Management Challenges

                             *********

ADVANCED MARKETING: Withdraws Request to Pay PGW Publisher Claims
-----------------------------------------------------------------
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, notifies the United States Bankruptcy Court
for the District of Delaware that Advanced Marketing Services Inc.
and its debtor-affiliates have withdrawn their request for
authority to pay, in the ordinary course of business, up to
$12 million in prepetition claims of publishers who supply goods
and credit critical to the continued operation of Publishers Group
West Incorporated's business.

Mr. Collins did not explain the reason for the Debtors' decision.

As reported in the Troubled Company Reporter on Jan. 15, 2007, the
Debtors wanted to make the payments to minimize disruption and
possible "domino effect" of further insolvencies that could be
caused if PGW immediately ceased all payments with respect to the
PGW Publisher Claims.

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007.

(Advanced Marketing Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


ADVANCED MARKETING: Baker & Taylor Asset Purchase Agreement Okayed
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved in its entirety the Asset Purchase Agreement between
Advanced Marketing Services Inc., and Baker & Taylor Inc., for the
sale of majority of AMS' assets.

As reported in the Troubled Company Reporter on Feb. 27, 2007,
Advanced Marketing and Baker & Taylor signed an Asset Purchase
Agreement for the sale of majority of Debtor's assets.

Judge Sontchi authorizes the Debtors and Baker & Taylor to take
necessary actions to implement and effectuate the APA, the
Transition Services Agreement, and the Collateral Agreement,
without the necessity of a further Court order.

A full-text copy of the approved APA is available for free at:

              http://researcharchives.com/t/s?1b66

Several creditors and publishers tried to block the sale,
including:

    (1) The Official Committee of Unsecured Creditors,
    (2) Wells Fargo Foothill Inc.,
    (3) Anova Books Company Limited,
    (4) Houghton Mifflin Company,
    (5) Hewlett-Packard Financial Services Company,
    (6) Hewlett Packard Company,
    (7) Simon & Schuster Inc.,
    (8) Meredith Corporation,
    (9) Barron's Education Series Inc.,
   (10) Manhattan Associates Inc.,
   (11) Reader's Digest Children's Publishing Inc.,
   (12) The Quarto Group Inc.,
   (13) Hachette Book Group USA Inc.,
   (14) New Holland Publishers (UK) Ltd.,
   (15) Templar Company plc,
   (16) Random House Inc.,
   (17) Teogas Inc.,
   (18) Leisure Arts Inc., and
   (19) County of Denton, City of Carrollton and Lewisville
        Independent School District

The Creditors Committee, among other things, asserted that the
APA must provide adequate time to allow for the proper
implementation of the TSA, and allow the Debtors to maintain
control over their assets during the post-closing transition
period.

Wells Fargo consented to the sale so long as it and its
participant lenders are paid in full in connection with the
Debtors' pre- and post-petition financing.

Denton County asked the Court to rule that delinquent property
taxes, penalties and interest be paid in full from the proceeds
of the sale, at the time of the closing of the transaction, prior
to application of proceeds to other lien creditors.

The rest of the objecting parties either opposed the Debtors'
proposed assumption and assignment of their executory contracts,
or the proposed cure amounts.

                    Buyer to Make Cure Payments

Judge Christopher S. Sontchi directs Baker & Taylor to promptly
pay to parties to any assigned contract the requisite Prepetition
Date "cure" amounts, or a lesser amount as maybe agreed upon
between Baker & Taylor and the counterparty to an Assigned
Contract, following assumption and assignment.  The Debtors will
pay any amounts due that arose and became payable after the
Petition Date with respect to any non-debtor party to an Assigned
Contract.

Baker & Taylor will pay in a "Closing Payoff Amount" sufficient
to satisfy the Debtors' obligations to the Lender and Senior
Lender, to Wells Fargo Foothill concurrently with the Closing in
full satisfaction of all obligations under the Senior Loan
Agreement and the Loan Agreement.  Wells Fargo Foothill, in turn,
will provide Baker & Taylor and the Debtors a payoff demand
letter and wire instructions at least three business days prior
to the Closing Date.

The payment of the Closing Payoff Amount will be part of, and not
in addition to, Baker & Taylor's obligations to pay the purchase
price, so that any amounts paid by Baker & Taylor to Wells Fargo
Foothill for application to the obligations under the Senior Loan
Agreement and the Loan Agreement will be credited in full against
Baker & Taylor's obligations to deliver the purchase price to the
Debtors.

Judge Sontchi clarifies that no accounts receivable of the
Debtors from Leisure Arts, Meredith Corp., and Barron's
Educational are being sold or purchased pursuant to the APA, nor
are any executory contracts, if any, with the parties being
assumed and assigned pursuant to the APA.

Judge Sontchi also holds that Baker & Taylor, absent the consent
of the Quarto Group, will not take an assignment of any executory
contracts to which the Debtors and the Quarto Group may be
parties.  In connection with Baker & Taylor's purchase of
selected APG Inventory and APG Product Prepayments from the
Debtors published and derived from the Quarto Group, Baker &
Taylor will have and be granted a limited, non-exclusive license
and full rights to sell any and all inventory published and
derived from the Quarto Group selected and purchased by Baker &
Taylor only to wholesale clubs, like Costco, Sam, and B.J.'s.

The Debtors are authorized to assume and assign the executory
contracts between Templar and the Debtors to Baker & Taylor.
Baker & Taylor waives any right to exclude the executory
contracts with Templar from the definition of Assigned Contracts
in accordance with the terms of the APA.  The Cure Amount has
been agreed among Templar, Baker & Taylor, and the Debtors to be
$481,707.  Baker & Taylor agrees to pay the Cure Amount on or
promptly following the Closing.

Baker & Taylor and Manhattan Associates will promptly memorialize
and execute, prior to assumption and assignment, an amendment to
a license agreement between the Debtors and Manhattan.

                $100,000 Adequate Protection Reserve

A $100,000 reserve will be established in the Debtors' general
operating account as adequate protection for the claims filed on
behalf of Denton County, et al.  The liens of Denton County, et
al., if any, will attach to the Reserved Funds with the same
validity, to the same extent, and with the same priority as any
liens now held in the property being sold.

The Reserved Funds will be in the nature of adequate protection
and will neither be a cap on the amounts recoverable by Denton
County, et al., nor will the Reserve Funds be an allowance of
their claims -- which claims remain subject to any rights of any
party to object to the validity, extent or priority of the
claims.   No portion of the Reserve Funds will be distributed
apart from the agreement of the Debtors and Denton County, et al.
or upon subsequent Court order duly noticed to Denton County, et
al.

                Payments to Hewlett-Packard Entities

Baker & Taylor will pay $12,083 to Hewlett-Packard Financial as
cure under HPFS' lease agreement with the Debtors through
Feb. 28, 2007.  Baker & Taylor will pay $19,700 to Hewlett
Packard Co. as cure under HP's support agreement with the Debtors
through Feb. 28, 2007.

Baker & Taylor will timely pay all amounts under the Lease
Agreement and the Support Agreement that come due after the
Closing Date but before a final decision on assumption and
assignment of the Agreements has been made.

None of the equipment subject to the Lease Agreement will be
considered part of the Purchased Assets under the APA.

HP, the Debtors, and Baker & Taylor agree to confer promptly to
identify the documentation that comprises the Support Agreement
subject to assumption and assignment.  If the parties cannot
agree with respect to identification of the assumed and assigned
contract or on the correct amount to be paid in connection with
the proposed assumption and assignment, the Court will rule on
the matter.

             Assumption of Indianapolis Facility Lease

The Debtors are authorized to assume and assign to Baker & Taylor
an Oct. 10, 2000 lease for the Debtors' Distribution Center
facility in Building 140, Park 100 Business Park, 5045 West 79th
Street, in Indianapolis, Indiana, subject to the execution of a
mutually acceptable amendment between Baker & Taylor and the
landlord, supplementing and modifying the lease agreement.

Judge Sontchi says no "cure" payment under Section 365(b)(1)(A)
of the Bankruptcy Code need be paid as none exists, and Baker &
Taylor has complied with Section 365, and the Lease will be in
full force and effect without any outstanding enforceable
defaults.

The Landlord will have the right to assert a claim for damages.
The rent due to the Landlord for March 2007 will promptly be paid
by the Debtors, and, subject to the Closing of the APA, Baker &
Taylor will reimburse the Debtors for the period commencing with
the date of the Closing through March 31, 2007.

Judge Sontchi clarifies that Baker & Taylor is not a "successor"
to the Debtors or their bankruptcy estates, and will not assume,
nor be deemed to assume, or in any way be responsible for, any
liability or obligation of any of the Debtors or their estates,
including but not limited to any bulk sales law or similar
liability, except as otherwise expressly provided in the APA.

Objections not otherwise withdrawn, waived, or settled, are
overruled and denied, Judge Sontchi adds.

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007.

(Advanced Marketing Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


ADVANCED MARKETING: Panel Hires Lowenstein Sandler as Counsel
-------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware approved the request of the Official
Committee of Unsecured Creditors in Advanced Marketing Services
Inc. and its debtor-affiliates' bankruptcy cases to retain
Lowenstein Sandler PC as its main counsel to perform services
relating to the Debtors' bankruptcy cases, effective as of January
12.

The Creditors Committee selected Lowenstein Sandler because of its
attorneys' experience and knowledge.  The Committee believes that
Lowenstein is well qualified to represent it in the Debtors'
Chapter 11 cases.

As the Creditors Committee's counsel, Lowenstein will:

   (a) provide legal advise as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under Section 1102 of the Bankruptcy Code;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the
       Debtors, the Debtors' business operations, potential
       claims, and any other matters relevant to the Debtors'
       bankruptcy cases or to the formulation of a Chapter 11
       plan;

   (c) participate in the formulation of a Plan;

   (d) provide legal advices with respect to any disclosure
       statement and Plan filed the Debtors' bankruptcy cases,
       and with respect to the process for approving or
       disapproving disclosure statements and confirming or
       denying confirmation of a Plan;

   (e) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

   (f) appear in the Court to present necessary motions,
       applications, and pleadings, and otherwise protecting the
       interests of those represented by the Committee;

   (g) assist the Committee in requesting the appointment of a
       trustee or examiner, should the action be necessary; and

   (h) perform other legal services as may be required and that
       are in the best interests of the Committee and creditors.

Lowenstein will be paid on an hourly basis, plus reimbursement of
the actual and necessary expenses that Lowenstein incurs in
accordance with the ordinary and customary rates, which are in
effect on the date the services are rendered.

Lowenstein's hourly rates are:

       Professional                      Hourly Rate
       ------------                      -----------
       Partners                          $320 - $595
       Counsel                           $265 - $425
       Associates                        $165 - $300
       Legal Assistants                   $75 - $150

Kenneth A. Rosen, Esq., a member at Lowenstein, related that the
charges set forth are based on actual time charges on an hourly
basis and based on the experience and expertise of the attorney or
legal assistant involved.  The hourly rates are subject to
periodic adjustments to reflect economic and other conditions.

Mr. Rosen assured the Court that his firm represents no other
entity in connection with the Debtors' bankruptcy cases, is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code, and does not hold or represent any
interest adverse to the Creditors Committee with respect to the
matters on which it is to be employed.

                    About Advanced Marketing

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than US$100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
April 28, 2007.

(Advanced Marketing Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


AEW REAL: Board of Trustees Approves Liquidation of Fund
--------------------------------------------------------
AEW Real Estate Income Fund's Board of Trustees has approved the
liquidation and termination of the Fund.  After considering the
small asset size of the Fund, the lack of prospects for
significant growth in assets and several alternatives to
liquidation, the Board concluded that it would be in the best
interests of the Fund and its shareholders to liquidate and
terminate the Fund.

As of March 8, 2007, the Fund had $93,942,390 in assets
attributable to the Fund's common shares and $28,000,000
attributable to the auction preferred shares for total assets of
$121,942,390.

The Fund will begin the orderly liquidation of its assets in
accordance with the plan of liquidation approved by the Board.  It
is expected that the liquidation of the Fund's assets and the
termination of the Fund will be completed within 60 days.  The
Fund will issue an additional press release to announce the date
as of which the transfer agent books of the Fund will be closed
and the amount and timing of the liquidating distributions to
shareholders.

The AEW Real Estate Income Fund -- http://www.aew.com/-- a non-
diversified closed-end investment management company, is advised
by AEW Management and Advisors, L.P., an affiliate of AEW Capital
Management, L.P., which is a subsidiary of IXIS Asset Management
US Group, L.P.  AEW is a real estate investment manager, providing
advisory services to investors worldwide, focusing on directly
held real estate assets, real estate equity securities, real
estate opportunity funds and international investment.  AEW and
its affiliates currently manage over $30 billion1 of capital,
which is invested in $41.5 billion1 of real estate and securities
in North America, Europe and Asia.


AMERICAN CAMSHAFT: Has Until May 10 to File Combined Chap. 11 Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
set deadlines in American Camshaft Specialties Inc. and its
debtor-affiliates' chapter 11 cases.

The debtor-affiliates are ACS Grand Haven Inc., Assembled
Camshafts Inc., and ACS Orland Inc.

The Court gave the Debtors until May 10, 2007, to file a combined
plan and disclosure statement and until July 6, 2007, to solicit
acceptances of that plan.

Objections to disclosure statement and confirmation of plan are
due on July 6, 2007.

The confirmation hearing on any filed plan was set for 11:00 a.m.
on July 13, 2007, at Courtroom 1975.

For any asset sale in the future, the Debtors expect to obtain an
order approving a sale of their assets by April 6, 2007, and close
that sale no later than April 23, 2007.

                          Final DIP Order

The Debtors also obtained Court approval, on a final basis, to
obtain debtor-in-possession financing from Citizens Bank to
fund day-to-day operations and working capital requirements.

The Court authorized Citizens, in its discretion, to make separate
postpetition loans to each of the Debtors based on these borrowing
base formula:

     -- up to 90% of the respective Debtor's eligible accounts;
        plus

     -- up to 75% of the cost of the respective Debtor's eligible
        inventory; plus

     -- up to $9 million of overformula advances to ACS and Parent
        and up to $3 million of overformula advances to ACI; minus

     -- availability reserves.

The liens on and security interests of Citizens in the DIP Loan
Collateral and the Citizens Administrative Expense Claim will be
expressly subordinated to the payment of allowed but unpaid fees
and disbursements incurred prior to May 1, 2007:

   (a) by the Debtors' professionals in an aggregate amount not to
       exceed $1,705,000; and

   (b) by the Official Committee of Unsecured Creditors'
       professionals in an aggregate amount not to exceed
       $350,000.

Citizens will maintain borrowing base reserves from time to time
equal to $2,055,000 minus aggregate advances made to the escrow
account; the net reserves ($2,055,000 minus the aggregate amount
advanced to the Escrow Account) will be allocated between the
Debtors with 38% to ACI and 62% to ACS and Parent.

Citizens and the Participating Customers will have the right, in
their sole discretion, acting together, to increase the amount of
the carve-out.

Absent a written extension from Citizens, the postpetition
indebtedness will be due on the earliest of:

   a) July 31, 2007;

   b) the occurrence of an event of default;

   c) the closing of a sale pursuant to an order authorizing a
      sale of all or substantially all of the applicable Debtor's
      assets; or

   d) the effective date of any confirmed plan of reorganization
      for the applicable Debtor/s.

To secure their obligations on account of the postpetition loans,
plus interest, the loan fees and the expenses, the Debtors granted
Citizens Bank:

   -- a first priority lien and security interest in any and all
      property of the Debtors' estates; and

   -- a first priority lien and security interest in the Debtors'
      prepetition working capital assets.

                   Participating Customers' Loan

The Debtors manufacture motor vehicle component parts for sale to
participating customers including Ford Motor Company,
DaimlerChrysler Corporation, and General Motors Corporation.

Pursuant to purchase orders and supply contracts, the Debtors are
obligated to manufacture component parts for the Participating
Customers, which are either used in the manufacture of motor
vehicles or incorporated into components sold to manufacturers or
other suppliers to the automotive and heavy equipment industry.  
Should the Debtors fail to meet their obligations to the
Participating Customers to timely deliver component parts as
called for by the purchase orders, the Participating Customers may
suffer significant damages and may have claims against the Debtors
for damages.

To induce Citizens to provide the DIP financing, the Participating
Customers agreed to provide these credit enhancements:

   1) a limitation of setoffs against all of their respective
      accounts; and

   2) an agreement to purchase inventory if certain events occur.

In addition to the credit enhancements, the Participating
Customers agreed to purchase subordinated participations in the
postpetition loans, which will allow Citizens to make additional
funds available to the applicable Debtors as overformula loans.

                    North Fork Prepetition Loan

Before filing for bankruptcy, the Debtors entered into various
loan and security documents with North Fork Business Capital
Corporation.

As part of those prepetition loans, the Debtors granted North Fork
a security interest and lien in all or substantially all of the
Debtors' tangible and intangible real and personal property.

As of Dec. 6, 2006, the aggregate outstanding amount of all
prepetition loans owed by the Debtors to North Fork and the other
prepetition lenders was not less than $11,657,851, consisting of:

   a) revolving credit loans in the aggregate principal amount of
      not less than $5,062,613, plus interest, fees, costs and  
      expenses accrued or chargeable; and

   b) term loans in the aggregate principal amount of not less
      than $6,595,237, plus interest, fees, costs and expenses
      accrued or chargeable.

                        North Fork Liens

From the original advances under the credit facilities, the
Debtors remitted to North Fork the amount of $5,069,101, plus
accrued interest through and including Dec. 14, 2006, to repay the
outstanding revolving credit loans.  

Upon North Fork's receipt of the partial payoff amount, North
Fork's liens upon and security interests in the Debtors'
prepetition accounts receivable and inventory were deemed
released, and North Fork has no further lien or security interest
in the prepetition working capital assets.

Other than with respect to the prepetition working capital assets,
North Fork's liens and security interests in and upon the
prepetition collateral will remain in full force and effect until
all prepetition obligations, including, without limitation, the
outstanding term loans, have been repaid and satisfied in full.

                      About American Camshaft

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

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


AMERICAN CELLULAR: Fitch Rates $1.05 Billion Senior Facility at B+
------------------------------------------------------------------
Fitch Ratings assigns a rating of 'B+/RR2' to American Cellular
Corporation's planned $1.05 billion senior secured credit
facility.

The ratings for Amcell's $250 million credit facility will be
withdrawn after the bank agreement closes.

Fitch also downgrades the senior unsecured notes at AmCell to
'CCC+/RR5' from 'B/RR3' and the senior subordinated notes to
'CCC/RR6' from 'CCC+/RR5'.

In addition, Fitch affirms the 'B-' Issuer Default Rating for
AmCell, Dobson Cellular Systems Inc. and the parent company,
Dobson Communications Corp.  The Rating Outlook is Stable.

The IDR ratings at Dobson reflect its current leverage, smaller
scale as a regional operator, and the competitive operating
environment.  Until the nature of the reform is certain, Fitch
also believes a higher level of event risk is present with
potential universal service funding (USF) reform since USF
disbursements are a material percentage of total cash flow.

Positive offsets to these concerns include significantly improved
operating metrics at Dobson primarily driven by the GSM migration
as well as the significant coverage and quality improvements made
to the company's GSM network.  Performance at AmCell has improved
from a year ago but not to the extent of the consolidated results
at Dobson.

In February 2007, Amcell announced a cash tender for its
$900 million 10% senior notes and a consent solicitation to amend
the terms of the notes while initially expecting to finance the
tender with proceeds from a planned $850 million credit facility
and a $425 million notes offering that was later cancelled.  With
the company changing its financing plans, Amcell increased the
size of its credit facilities by $200 million to a $1.05 billion
senior secured credit facility, which consists of a five-year, $75
million senior secured revolving credit facility, a seven-year,
$900 million senior secured term loan B and a seven-year, $75
million senior secured delayed draw term loan.  er the planned
credit facility will be used to repurchase a minimum of $675
million of the $900 million in 10% unsecured notes at Amcell that
are validly tendered and any outstandings under the existing $250
million credit facility.  As a result of the expected drawdown on
the credit facilities, LTM leverage will increase slightly at a
consolidated Dobson to approximately 6.4 times.  The consent
solicitation seeks to amend covenants with the 10% notes including
restricted payments and additional indebtedness.

Dobson's consolidated liquidity is stable based on its cash
position and lack of near-term maturities. Cash at the end of the
fourth quarter of 2006 was approximately $117 million.  Dobson's
nearest material maturity is not until 2011.  For 2006, Dobson
reported $43 million of free cash flow with expectations to
generate in excess of $90 million in 2007.

The ratings for AmCell's senior unsecured notes were downgraded by
two notches to reflect the diminished recovery prospects.

These ratings were affected by this action:

American Cellular Corporation

    -- $250 million senior secured credit facility withdrawn (when
       new credit facility closes);

    -- $1.05 billion senior secured credit facility 'B+/RR1';

    -- $900 million senior unsecured notes to 'CCC+/RR5' from
       'B/RR3';

    -- $18.5 million senior subordinated notes to 'CCC/RR6' from
       'CCC+/RR5'.

These ratings were affirmed by this action:

American Cellular Corporation (AmCell)

    -- Issuer default rating (IDR) 'B-';

Dobson Communications Corp.

    -- Issuer default rating (IDR) 'B-';
    -- $160 million senior floating rate notes 'CCC+/RR5';
    -- $150 million senior convertible debentures 'CCC+/RR5';
    -- $420 million senior notes 'CCC+/RR5';
    -- $136 million convertible preferred stock 'CCC-/RR6'.

Dobson Cellular Systems Inc.

    -- Issuer default rating (IDR) 'B-';
    -- $75 million senior secured credit facility 'BB-/RR1';
    -- $500 million first priority secured notes 'BB-/RR1';
    -- $325 million second priority secured notes 'BB-/RR1'.


AMERICAN REAL: Earns $798.8 Million in Year Ended December 31
-------------------------------------------------------------
American Real Estate Partners LP reported net earnings of
$798.83 million on total revenues of $1.47 billion for the year
ended Dec. 31, 2006, as compared with a net loss of $25.66 million
on total revenues of $900.96 million for the year ended Dec. 31,
2005.

Most of the revenues in 2006 were from home fashion revenues,
which increased to $957.65 million from $472.68 million in 2005.  
Revenues from gaming and real estate likewise increased in 2006.

The company's total expenses in 2006 totaled $1.56 billion, which
was over its total revenues, resulting to an operating loss of
$89.79 million, versus an operating income of $45.24 million in
2005.

Increase in interest income, net other income, equity earnings of
affiliate, and minority interests in 2006 caused the company to
have a positive income from continuing operations of
$23.06 million for the year from loss from continuing operations
of $22.65 million in 2005.

Net earnings for the year ended Dec. 31, 2006, was largely due to
income from discontinued operations totaling $154.83 million, and
gain on sale of assets totaling $676.44 million.  Both items are
net of income taxes.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $4.24 billion, total liabilities of $1.64 billion, and
minority interests of $292.22 million, resulting to total
partners' equity of $2.31 billion.

Cash and cash equivalents stood at $1.91 billion as of Dec. 31,
2006.

                      Long-term Liabilities

The company's long-term debt consisted of 7.125% senior unsecured
notes due 2013 with the aggregate amount of $480 million;
8.125% senior unsecured notes due 2012 with the aggregate amount
of $353 million; 7.85% senior unsecured notes due 2012 with the
aggregate amount of $215 million; borrowings under credit
facilities of $40 million; mortgages payable totaling
$109 million; and other long-term debts totaling $13 million as
of Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b6f

                   The Sands and Related Assets

On Nov. 17, 2006, several of the company's subsidiaries and
affiliates completed the sale to Pinnacle Entertainment, Inc. an
outstanding membership interests in ACE Gaming LLC and 100 percent
of the equity interests in certain subsidiaries of American
Real Estate Holdings LLP, which own parcels of real estate
adjacent to The Sands Hotel and Casino in Atlantic City, including
7.7 acres of land known as the Traymore site.  The aggregate price
was about $274.8 million.

American Real Estate Partners owns, through its subsidiaries,
about 67.6 percent of Atlantic Coast Entertainment Holdings, Inc.,
which owns 100 percent of ACE Gaming.  

On Feb. 22, 2007, the company resolved all outstanding litigation
involving its interest in the Atlantic City gaming operations,
resulting in a release of all claims against the company.

                      Oil and Gas Operations

On Nov. 21, 2006, the company's indirect wholly-owned subsidiary,
AREP O & G Holdings LLC, completed the sale of all of the issued
and outstanding membership interests of NEG Oil & Gas LLC to
SandRidge for consideration consisting of $1.02 billion in cash,
12,842,000 shares of SandRidge's common stock, valued at $18 per
share on the date of closing, and the repayment by SandRidge of
$300 million of debt of NEG Oil & Gas.

Pursuant to an agreement dated Oct. 25, 2006, among American Real
Estate Holdings, NEG Oil & Gas and National Energy Group, Inc.,
NEGI sold its membership interest in NEG Holding LLC to NEG Oil &
Gas in consideration of about $261.1 million paid in cash.  Of
that amount, $149.6 million was used to repay the NEGI 10.75%
senior notes due 2007, including principal and accrued interest,
all of which was held by the company.

                    About American Real Estate

Headquartered in New York City, American Real Estate Partners LP
(NYSE:ACP) -- http://www.arep.com/-- a master limited  
partnership, is a diversified holding company engaged in a variety
of businesses.  The company's businesses currently include gaming,
oil and gas exploration and production, real estate and home
fashion.  The company is in the process of divesting its Oil and
Gas operating unit and their Atlantic City gaming property.

The company owns a 99% limited partnership interest in American
Real Estate Holdings LP.  Substantially all of the company's
assets and liabilities are owned by AREH and substantially all of
the company's operations are conducted through AREH and its
subsidiaries.  American Property Investors, Inc., or API, owns a
1% general partnership interest in both the company and AREH,
representing an aggregate 1.99% general partnership interest in
the company and AREH.  API is owned and controlled by Mr. Carl C.
Icahn.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Standard & Poor's Rating Services affirmed its 'BB+' long-term
counterparty credit rating on American Real Estate Partners LP
The outlook is stable.


ASBURY AUTOMOTIVE: Prices Private Offering of Senior Notes
----------------------------------------------------------
Asbury Automotive Group Inc. priced its $150 million of 7.625%
Senior Subordinated Notes due 2017 and $100 million principal
amount of 3% Senior Subordinated Convertible Notes due 2012
through private offerings which are exempt from registration under
the Securities Act of 1933.  In connection with the Convertible
Notes offering, the company also granted the initial purchasers
a 30-day option to purchase up to an additional $15 million
principal amount of Convertible Notes.

The company estimates that the net proceeds from the offerings
will be approximately $243.1 million and intends to use the
proceeds of the offerings, together with available cash, to
repurchase its outstanding $250 million principal amount of 9%
senior subordinated notes due 2012 pursuant to the reported cash
tender offer which is scheduled to expire on Mar. 23, 2007, and to
pay related fees and expenses and the net cost of the convertible
note hedge and warrant transactions.

The company further said that any net proceeds not used for
such purposes will be used for general corporate purposes.  In
addition, concurrently with the offerings Asbury expects to use
available cash to repurchase approximately 1.3 million shares of
its common stock in privately negotiated transactions.

The new series of Senior Subordinated Notes and Convertible Notes
will rank pari passu in right of payment with all of the company's
existing and future senior subordinated indebtedness.

The company said that it have the option to redeem all or a
portion of the Senior Subordinated Notes due 2017 at any time on
or after Mar. 15, 2012 at specified redemption prices.  At any
time before Mar. 15, 2010 the company may also redeem up to 35% of
the aggregate principal amount of the Senior Subordinated Notes
due 2017 at par, plus accrued and unpaid interest, if any, to the
date of redemption, with the proceeds of certain equity offerings.  
At any time before Mar. 15, 2012 the company may also redeem all
or a portion of the Senior Subordinated Notes due 2017 at par
plus a specified premium.  This offering is scheduled to close
on Mar. 26, 2007, subject to satisfaction of customary closing
conditions.

The Convertible Notes will be convertible into cash up to the
principal amount of the notes and, if applicable, shares of the
comnpany's common stock, at an initial conversion rate of 29.4172
shares of common stock per $1,000 principal amount of the notes,
which is equal to a conversion price of approximately $33.99 per
share.  This offering is scheduled to close on Mar. 16, 2007,
subject to satisfaction of customary closing conditions.

In connection with the offering of the Convertible Notes, the
company intends to enter into convertible note hedge transactions
with one or more of the initial purchasers andr their affiliates
in respect of its common stock which are intended to reduce the
potential dilution to the company's common stockholders upon any
future conversion of the Convertible Notes.  The company also
intends to enter into warrant transactions in respect of its
common stock in connection with the offering of the Convertible
Notes.

                 About Asbury Automotive Group

Asbury Automotive Group, Inc., (S&P, BB- Corporate Credit Rating,
Stable) headquartered in New York City, is one of the largest
automobile retailers in the U.S., with 2003 revenues of $4.8
billion. Built through a combination of organic growth and a
series of strategic acquisitions, Asbury now operates through nine
geographically concentrated, individually branded "platforms."
These platforms currently operate 100 retail auto stores,
encompassing 140 franchises for the sale and servicing of 35
different brands of American, European and Asian automobiles.
Asbury believes that its product mix contains a higher proportion
of the more desirable luxury and mid-line import brands than most
public automotive retailers. The Company offers customers an
extensive range of automotive products and services, including new
and used vehicle sales and related financing and insurance,
vehicle maintenance and repair services, replacement parts and
service contracts.

                        *     *     *

As reported in the Troubled Company Reporter on Mar. 14, 2007,
Moody's Investors Service assigned a B3 rating to Asbury
Automotive Group's proposed $150 million senior subordinated notes
and affirmed existing ratings.  The outlook has been revised to
positive from stable.


ATTACHMATE CORPORATION: Moody's Holds B3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Attachmate Corporation's B3
corporate family rating pending payment of a debt financed
$280 million dividend.

The company will be refinancing and upsizing its credit facilities
as part of the transaction.  Moody's is also assigning B1 ratings
on the $20 million revolving credit facility and $480 million
first lien term loan and a Caa2 rating to the $275 million second
lien term loan.  The outlook is stable.

These ratings were affirmed:

Corporate Family Rating -- B3

Probability of Default -- B3

These ratings were assigned:

$20 million revolving credit line -- B1, LGD2, 29%

$480 million first lien term loan -- B1, LGD2, 29%

$275 million second lien term loan -- Caa2, LGD5, 83%

While leverage increases significantly with the dividend related
debt, the increased risk is offset by the progress management has
made in restructuring and integrating the NetIQ acquisition.  
Management appears to have also stemmed the rapid decline in
revenues that NetIQ had been experiencing prior to the
acquisition.

The B3 rating reflects the high leverage of the business combined
with the flat to declining prospects in Attachmate's core
mainframe business and uncertainty around the growth prospects of
NetIQ's product lines.  While management has made significant
progress with NetIQ, it is still too early to determine whether
they will be able to actually grow revenues on a sustained basis.  
It should be noted that Attachmate's core business continues to
show resilience and in the near term should be positively impacted
by Microsoft's introduction of Vista.

The stable outlook reflects Moody's expectation that revenue and
cash flow will be relatively stable with minimal declines over the
next twelve months.  The ratings could face upward pressure if
NetIQ's business is able to generate sustained growth while the
core emulation business remains stable.  Moody's subscribers can
find further details in the Attachmate Credit Opinion published on
Moodys.com.

Attachmate Corporation provides software and services that allow
customers to interface their mainframes with users on desktops,
servers or the web.  The company also provides a line of
performance management, security and operations management
software.  The company is headquartered in Seattle, Washington.


AVENTINE RENEWABLE: Moody's Rates New $300 Mil. Senior Notes at B3
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Aventine
Renewable Energy Holdings, Inc.'s new $300 million senior
unsecured notes due 2017 and affirmed the company's B2 corporate
family rating.  The notes are being issued to partially finance
the firm's construction of two ethanol plants with a combined
capacity of 226 million gallons per year.  A speculative grade
liquidity rating of SGL-1 (excellent liquidity) was also affirmed
for the firm. The outlook remains stable.

Ratings assigned:

$300 million Senior unsecured notes due 2017 -- B3 (LGD5, 74%)

Ratings affirmed:

Corporate family rating - B2

Probability of default rating -- B2

Speculative grade liquidity rating - SGL-1

The ratings reflect the modest leverage for the rating category,
significant cash balances, supportive legislative environment and
strong demand environment for ethanol.  Aventine recently
completed construction of its dry mill ethanol plant in Pekin,
Illinois, which will contribute additional cash flow to the firm.  
The firm also benefits from continued expansion of its marketing
alliance.

The ratings consider the risks associated with the developing
nature of the ethanol industry, industry economics that are driven
by government legislation, low barriers to entry, aggressive
competing capacity expansions that could lead to oversupply and
lower ethanol prices, and the presence of competitors with
substantially greater resources.  The ratings further reflect
Aventine's narrow product profile with predominately one commodity
product (ethanol), the lack of correlation between input costs and
ethanol prices, and the potential for additional leverage as the
firm expands capacity.  The ratings also reflect the expectation
that ethanol industry profitability may be lower in 2007 as a
result of higher corn prices and ethanol prices that are not
likely to surge as they did in mid-2006 when blenders of gasoline
sought a replacement for methyl tertiary butyl ether (MTBE), which
left the gasoline pool in the first half of 2006 as a result of
MTBE producers not being afforded product liability protection
under the Energy Policy Act of 2005.

The SGL-1 speculative grade liquidity rating reflects the
expectation for excellent liquidity over the next 12-18 months.
Liquidity is supported by significant cash balances, which will
increase as a result of the $300 million notes issuance, an
undrawn $30 million revolving credit facility that is in the
process of being refinanced with a $200 million revolving credit
facility (with availability subject to a borrowing base formula)
and cash flows from operations.  Despite significant planned
capital spending for the next 12-18 months and the potential for
lower profitability for ethanol producers in 2007 as a result of
high commodity corn prices, high cash balances and the revolving
credit facility should ensure excellent liquidity.

The stable outlook reflects the firm's strong liquidity that can
support near-term cash requirements, expectations for steady
operating cash flow from its recent ethanol capacity addition, and
favorable ethanol legislative environment conditions.  The rating
currently has limited upside in the near-term given the likelihood
the company will be taking on more debt to finance the
construction of additional ethanol plants.  A deterioration in
operating margins due to adverse movements in commodity prices or
further levering of Aventine's balance sheet could put negative
pressure on the rating.

Aventine is a producer and marketer in the United States of
ethanol used as a blending component for gasoline.  It produces
ethanol and co-products at its wholly-owned Pekin, IL wet milling
and dry milling plants and its 78.4%-owned dry milling Aurora, NE
plant.  Additionally, the firm operates a marketing alliance that
pools ethanol from multiple third party producers and sells it
nationwide, for which it receives a commission.  Revenues for the
year ended December 31, 2006 were approximately $1.6 billion.


AXCESS INTERNATIONAL: Hein & Associates Raise Going Concern Doubt
-----------------------------------------------------------------
Hein & Associates LLP expressed substantial doubt on AXCESS
International, Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations and continued
dependence upon access to additional external financing.

The auditing firm further said that the company may be forced to
seek protection under federal bankruptcy laws if it is unable to
generate profitable operations or raise additional capital.

                         Full Year Results

For the year ended Dec. 31, 2006, the company had sales of
$1.5 million and a net loss of $3.35 million, as compared with
sales of $1.08 million and a net loss of $3.25 million for the
year ended Dec. 31, 2005.

The company's balance sheet showed total assets of $1.28 million
and total liabilities of $4.75 million, resulting to total
stockholders' deficit of $3.47 million as of Dec. 31, 2006.  It
also had strained liquidity with total current assets of
$1.07 million available to pay total current liabilities of
$4.75 million as of Dec. 31, 2006.

Accumulated deficit as of Dec. 31, 2006, totaled $162.01 million,
as compared with $158.33 million a year ago.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b59

                    About AXCESS International

Headquartered in Dallas, Texas, AXCESS International, Inc. --
http://www.axcessinc.com-- through its proprietary technology, is   
a manufacturer of physical security and enterprise asset
management systems that can locate, identify, track, monitor,
count, and protect people, property and vehicles.  The systems
will reduce loss and liability, increase the efficiency of a
client's employees, and improve the management of personal
property, logistics, and facilities.  Axcess utilizes two patented
and integrated technologies: battery-powered wireless tagging
called Active-Radio Frequency Identification and network based
streaming digital video.


BALLY TOTAL: Defaults Under Note Covenants Due to Late 10-K Filing
------------------------------------------------------------------
Bally Total Fitness has filed a notice with the Securities and
Exchange Commission on Form 12b-25 indicating that it is unable to
file its Annual Report on Form 10-K for the year ended Dec. 31,
2006 by March 16, 2007 deadline without unreasonable effort and
expense because it has not yet completed the preparation of its
financial statements for the year ended Dec. 31, 2006, by today's
deadline.  The company is not yet able to determine when it will
be able to file this report.

Bally indicated that in determining the amount of its liability
for deferred revenue, the company estimates membership life for
its members at the time that members enter into membership
agreements based on historical trends of actual attrition.  The
company has identified certain errors in its historical member
data used to create its estimates of membership life for those
members whose memberships are expected to extend beyond seven
years.  The company is also evaluating the assumptions it uses in
updating these attrition estimates throughout the memberships'
terms.  The company is evaluating the impact that these data
errors and the assumptions relating to attrition estimates will
have on its estimates of membership life and its estimate of
deferred revenue on previously reported annual and interim
consolidated financial statements as well as interim consolidated
financial statements and interim consolidated financial
information for 2006.

In its SEC filing, Bally stated that it expects to report a loss
from continuing operations for 2006, and that it expects cash
collections of membership revenues in 2006 to be approximately 3%,
or more than $25 million, lower than cash collections in 2005.  
The trend of lower cash collections has continued in the first
eleven weeks of 2007 and is expected to continue through at least
the remainder of 2007.  These unfavorable comparisons and trends
reflect shortfalls in new member additions and the continuing
effects on cash collections associated with the company's 2005
transition to its Build Your Own Membership model, related changes
in the company's sales approach and club operating model, and
heightened competition in the company's key markets.  While the
changes implemented to the BYOM model since the third quarter of
2006 have led to some improvement in certain key operating
parameters, this progress has not been sufficient to offset the
impact of lower cash collections from BYOM members added in 2005
and early 2006.

Bally reported that management is still finalizing its results of
operations for 2006, and that it expected certain expenses to be
higher in 2006 compared to 2005.  Those higher expenses include an
impairment charge estimated at $35 to $37 million and associated
with the carrying value of certain long-lived assets, primarily
leasehold improvements to certain fitness clubs.  Interest expense
increased approximately 20% (or approximately $16 million) in
2006, primarily due to the amortization of deferred financing
costs.

On March 14, 2007, the company's liquidity was approximately
$45 million.  The company's availability under its amended and
restated Credit Agreement, subject to compliance with the terms
thereof, was approximately $2.1 million.

                       Bankruptcy Warning

Further, as of March 14, 2007, the company had approximately
$827 million in debt outstanding, which includes approximately
$19 million in letters of credit.  Interest payments on the
company's public notes are due in April, July and October 2007,
along with the maturity of the $300 million of 9-7/8% Senior
Subordinated Notes in October 2007.  The company is exploring a
broad range of options to restructure its debt obligations.  If
the company is unable to restructure that debt, is unable or
determines not to make the interest payments, or otherwise
determines that its financial condition and obligations
necessitate a broader restructuring, it may seek to reorganize its
operations under Chapter 11.  The company has engaged Jefferies &
Company, Inc. as its financial advisor.

                 Public Note Indentures Default

The company's inability to file its 2006 Form 10-K today will be a
default under its public note indentures.  Subject to certain
notice provisions, events of default resulting from the
company's failure to file and deliver 2006 audited financial
statements, or make the interest payment under its Senior
Subordinated Notes on April 16, 2007, could ultimately result in
certain debt obligations becoming immediately due and payable.

The company also said that management is assessing the
effectiveness of its internal control over financial reporting,
and has identified material weaknesses in the internal control
over financial reporting as of Dec. 31, 2006.

Bally's independent auditor, KPMG LLP, has informed the company's
Audit Committee that, in the absence of further information in
support of the company's ability to meet its obligations as they
become due, comply with certain debt covenants and timely file its
financial statements, its auditors' report on the company's
consolidated financial statements will include an explanatory
paragraph indicating that substantial doubt exists as to the
company's ability to continue as a going concern.  Further, the
company also expects that the independent auditor's report on
internal control over financial reporting will again include an
adverse opinion on the effectiveness of its internal controls over
financial reporting, consistent with management's conclusion that
material weaknesses exist.

A full-text copy of the Notification of Late Filing in Form 12b-25
is available for free at http://ResearchArchives.com/t/s?1b73

                        About Bally Total

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial  
operator of fitness centers in the U.S., with nearly 390
facilities and 30 franchises and joint ventures located in 29
states, Mexico, Canada, Korea, China and the Caribbean.  Bally
also sells Bally-branded apparel, nutritional products, fitness-
related merchandise and its licensed portable exercise equipment
is sold in more than 10,000 retail outlets.

The company's 10.5% Series B Senior Notes due 2011 carry Moody's
Investors Service's Caa1 rating and Standard & Poor's CCC- rating.


BIOSAFE MEDICAL: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Biosafe Medical Technologies, Inc.
                100 Field Dr., Suite 240
                Lake Forest, IL 60045

Case Number: 07-04412

Type of Business: The Debtor has developed numerous accurate and
                  convenient clinical laboratory tests, which
                  represent a breakthrough in analytic technology.  
                  The Debtor offers home medical tests that
                  eliminate the need for the patient to travel.  
                  The Debtor also improves the cost effectiveness
                  of client companies' employee health plans by
                  adopting BIOSAFE work-site health programs.  
                  Additionally, the Debtor helps pharmaceutical
                  manufacturers through enhanced test compliance
                  rates.  See http://www.ebiosafe.com/

Involuntary Petition Date: March 13, 2007

Chapter: 11

Court: Northern District of Illinois (Chicago)

Petitioners' Counsel: Carolina Y. Sales, Esq.
                      Kenneth A. Michaels, Jr., Esq.
                      Bauch & Michaels, LLC
                      53 West Jackson Boulevard, Suite 1115
                      Chicago, IL 60604
                      Tel: (312) 588-5000
                      Fax: (312) 427-5709
         
   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
David C. Fleisner                Compensation         $1,066,419
1153 Ranch Road                                         (Salary:
Lake Forest, IL 60045                                   $209,000
                                                          Bonus:
                                                         $75,000
                                             Contract Severance:
                                                        $545,000
                                                           Loan:
                                                        $12,419)

Steven J. Reitman                Promissory Note        $977,500
212 The Lane
Hinsdale, IL 60521

Timothy O'Brien                  Contract & Custom      $232,785
10419 Applewood Court            Software Design
Mequon, WI 53092

A. Alexander Arnold, III         Deposit of Guarantor   $250,000
460 East 79th Street
Apartment 16B
New York, NY 10021

Michael T. Welch                 Defaults               $150,000
1239 West Montana                
Chicago, IL 60614

Peter M. Mott                    Promissory Note -      $100,000
525 Rockefeller Road             Default
Lake Forest, IL 60045

William S. Lear, Esq.            Compensation            $55,000
c/o Focus Enterprises, Inc.                             (Salary:
875 North Michigan Avenue                                $14,000
Suite 3011                                               Expense
Chicago, IL 60611                                 Reimbursement:
                                                        $14,000)

Frederick J. Fitzsimmons         Default                 $25,000
2142 Ashland Avenue, Suite 2
Evanston, IL 60201

Ned Bedrio                       Commissions Due         $20,000
5309 Main Street
Skokie, IL 60077

Focus Enterprises, Inc.          Contract Claim          $12,000
875 North Michigan Avenue
Suite 3011
Chicago, IL 60611


CARBIZ INC: Secures $2.5 Million Financing from Trafalgar Capital
-----------------------------------------------------------------
Carbiz Inc. has finalized a deal that will assist in funding the
expansion strategy of its business, CEO Carl Ritter disclosed.

A $2.5 million convertible debenture financing with Trafalgar
Capital Specialized Investment Fund, Luxemburg will provide Carbiz
with capital to grow its chain of used car dealerships in the
State of Florida.

"The completion of this funding will provide the capital we need
to continue to roll-out our expansion strategy," Carl Ritter
stated.  "We will provide more details on our expansion strategy
later this month as we finalize our plans."

Under the terms of the financing with Trafalgar, Carbiz sold an
aggregate of $2.5 million secured convertible debentures to
Trafalgar, of which $1 million was released upon executing the
financing documents, $750,000 will be released upon the filing of
a registration statement with the United States Securities and
Exchange Commission registering the common shares underlying the
debentures and certain common shares underlying warrants to
purchase such shares, and $750,000 will be released on a date to
be specified by the parties, which in no event shall be later than
June 30, 2007.

The debentures bear an annual interest rate of:

   (i) 12% compounded monthly from the date of issuance until
       Carbiz files the Registration Statement;

  (ii) 10% compounded monthly from the date the Registration
       Statement is filed until it is declared effective by the
       staff of the SEC; and

(iii) 8% per annum thereafter until such debentures are repaid in
       full.

Subject to certain limitations, the debentures are convertible at
Trafalgar's option into common shares of Carbiz at a price per
share equal to the lesser of (i) an amount equal to $0.22, or (b)
an amount equal to 85% of the lowest daily closing bid price of
the Carbiz's common shares, as quoted by Bloomberg, L.P., both for
the five trading days immediately preceding the date of
conversion.

These debentures contain certain liquidated damage provisions for
the failure to meet certain criteria as set forth in the financing
documents.  The debentures are also secured by all of the assets
of Carbiz and Carbiz was required to irrevocably pledge 30 million
of its common shares to ensure full and prompt payment of the
debentures, with Trafalgar having the ability to seize such assets
and shares in the case of an event of default in accordance with
the terms of the financing documents.

In addition to the aforementioned debentures, Carbiz issued to
Trafalgar warrants to purchase up to 2.5 million common shares of
Carbiz at an exercise price of $0.15 per share, with such warrants
being exercisable over the next 5 years.

A full-text copy of the Securities Purchase Agreement between
Carbiz and Trafalgar is available for free at:

            http://ResearchArchives.com/t/s?1b6d

A full-text copy of the Secured Convertible Debenture between
Carbiz and Trafalgar is available for free at:

            http://ResearchArchives.com/t/s?1b6e

                        About CarBiz Inc.

Headquartered in Toronto, Ontario, Canada, CarBiz Inc. (OTCBB:
CBZFF) -- http://www.carbiz.com/-- provides software and services  
for car dealers.  CarBiz's software applications cover finance and
insurance, special financing, leasing, buy here-pay here, traffic
management, and accounting. Related services include software
training and consulting, software applications hosting, and
website design.  CarBiz also offers service contracts and extended
warranties through Heritage Warranty and car loans.  Carbiz serves
more than 3,000 dealers.

Carbiz Inc.'s Oct. 31, 2006, balance sheet showed stockholders'
deficit of $3,410,376 from a deficit of $2,403,162 at Jan. 31,
2006.


CARROLS CORP: Inks $185 Million Senior Secured Credit Facility
--------------------------------------------------------------
Carrols Corporation entered into a loan agreement providing for a
new senior secured credit facility with a syndicate of ten
lenders.  The new senior secured credit facility provides for a
$65 million five-year revolving credit facility and $120 million
principal amount of term loan A borrowings which mature in six
years.  Wachovia Capital Markets, LLC and Banc of America
Securities LLC acted as joint arrangers and book managers.

Carrols used the net proceeds from the new senior secured credit
facility to repay all outstanding borrowings and obligations under
its old senior secured credit facility.  At closing, amounts
outstanding under the new senior credit facility included the
$120 million term loan borrowings and $4.3 million borrowed under
the revolving credit facility.

In addition, there was $45.7 million available for borrowings
under the revolving credit facility (after reserving $15 million
for letters of credit guaranteed under the facility).

"We are pleased to have closed this financing, which we believe
will provide us with the flexibility to fund the capital needs of
our growing business, and at more favorable interest rates than
under our prior senior credit facility," Alan Vituli, Chairman and
Chief Executive Officer of Carrols Restaurant Group, Inc.
commented.  "We anticipate that the availability of capital under
this agreement will facilitate our growth plans as we move
forward."

Headquartered in Syracuse, New York, Carrols Restaurant Group,
Inc., operating through its subsidiaries, including Carrols
Corporation, operates three restaurant brands in the quick-casual
and quick-service restaurant segments with 547 company-owned and
operated restaurants in 16 states, and 30 franchised restaurants
in the United States, Puerto Rico and Ecuador.  Carrols Restaurant
Group owns and operates two Hispanic Brand restaurants, Pollo
Tropical and Taco Cabana.  Carrols Restaurant Group is also the
largest Burger King franchisee, based on number of restaurants,
and has operated Burger King restaurants since 1976.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Carrols Corp., and removed its ratings from
CreditWatch, where they had been placed with positive implications
on Oct. 16, 2006.  In addition, Standard & Poor's upgraded the
company's bank loan ratings to 'BB-' from 'B+'.


CEDAR FAIR: Earns $87.5 Million in Year Ended December 31
---------------------------------------------------------
Cedar Fair LP reported net income of $87.5 million on revenues of
$831.4 million for the year ended Dec. 31, 2006, compared with net
income of $160.8 million on revenues of $568.7 million for the
year ended Dec. 31, 2005.

Income before taxes was $126.6 million in 2006, compared with
income before taxes of $111.6 million in 2005.  Included in the
2005 results was the reversal of $62.6 million of contingent
liabilities recorded from 1998 through 2004 related to publicly-
traded-partnership taxes.

"I am pleased to report that 2006 was another successful year for
the company," said Dick Kinzel, Cedar Fair chairman, president and
chief executive officer.  "We completed the acquisition of the
Paramount Parks while maintaining the operations of our existing
parks.  In 2006, the combined parks entertained more than 19
million visitors and increased average in-park per capita spending
3% to $38.71.  The result of this was a record $310 million in
adjusted EBITDA."

Kinzel added, "The integration of the new properties into Cedar
Fair is on schedule and going extremely well.  It was a
significant benefit to take ownership of the new parks during the
operating season.  We were able to see the parks in operation and
see first hand what it was like on the front lines.  Because of
this, we are on track to meet and possibly exceed our planned cost
savings and synergies."

Operating income was $219.5 million in 2006 compared with
$137.3 million in 2005.  Cash operating costs were $521.1 million
versus $374.5 million in the prior year, while interest expense
was $88.3 million, up from $26.2 million last year.  The increased
interest expense primarily reflects higher borrowings to fund the
Paramount Parks acquisition and the refinancing of existing debt.

                       Fourth Quarter Results

For the fourth quarter, consolidated net revenues were
$119.9 million including the addition of the new parks.  Operating
loss for this same period was $1.9 million compared with operating
income of $6.2 million in 2005.  

"We continue to see growth in our fall season, something I'm very
pleased with," said Kinzel.  "Knott's Berry Farm, Cedar Point,
Dorney Park, Valleyfair and Worlds of Fun all performed very well
in October.  We also experienced solid October results at our new
parks.  Our fall season has become increasingly important to our
overall operating results and we believe our expansion into new
vibrant markets will provide us with additional opportunities
during the shoulder months."

At Dec. 31, 2006, the company's balance sheet showed $2.51 billion
in total assets, $2.1 billion in total liabilities, and
$410.6 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $104.5 million in total current assets available to
pay $159.3 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?1b6c

                  Liquidity and Capital Resources

Net cash from operating activities increased $5.9 million to
$166.4 million in 2006 compared with net cash from operating
activities of $160.5 million in 2005.  The increase in operating
cash flows is primarily attributable to the operation of the newly
acquired parks, substantially offset by higher cash interest
payments.

During 2006, net cash used for investing activities totaled
$1.312 billion, compared to net cash used for investing activities
of $75.7 million in 2005.  The significant increase in net cash
for investing activities in 2006 is primarily attributable to the
acquisition of Paramount Parks Inc.  

Net cash from financing activities totaled $1.173 billion in 2006,
compared to net cash utilized of $83.8 million in 2005.  The
significant increase in cash from financing activities is
attributable to higher borrowings to fund the PPI acquisition.

At Dec. 31, 2006, the company had $1.736 billion of variable-rate
term debt and $40.9 million in borrowings under its $2.09 billion  
revolving credit facility.

                        About Cedar Fair LP

Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) --
http://www.cedarfair.com/-- is a publicly traded partnership and  
one of the largest regional amusement-resort operators in the
world.  The Partnership owns and operates 12 amusement parks, five
outdoor water parks, one indoor water park and six hotels.  

                           *     *     *

As reported in Troubled Company Reporter on Dec. 6, 2006,
Standard & Poor's Ratings Services affirmed Cedar Fair LP's 'B+'
corporate credit rating.


CFI MANUFACTURING: Section 341(a) Meeting Continued to March 23
---------------------------------------------------------------
The U.S. Trustee for Region 21 set 12:30 p.m., on Mar. 23, 2007,
to continue the meeting of creditors CFI Manufacturing Inc. under
Section 341(a) of the Bankruptcy Code.

The Trustee states that the meeting was continued to allow further
examination of the Debtor's records.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Sarasota, Florida, CFI Manufacturing Inc. dba
Carter Grandle manufactures casual outdoor furniture, cushions,
and umbrellas.  The company filed a chapter 11 petition on
January 7, 2007 (Bankr. M.D. Fla. Case No. 07-00131).  Benjamin
G. Martin, Esq., at the Law Offices of Benjamin Martin, represents
the Debtor in its restructuring efforts.  Robert P. Charbonneau,
Esq., at Kluger Peretz Kaplan & Berlin, represents the Official
Committee of Unsecured Creditors.  When the Debtor sought
protection from its creditors, it listed assets and debts
between $1 million to $100 million.


CHIQUITA BRANDS: Posts $95.9 Mil. Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Chiquita Brands International Inc. reported a net loss of
$95.9 million on net sales of $4.499 billion for the year ended
Dec. 31, 2006, compared with net income of $131.4 million on net
sales of $3.904 billion for the year ended Dec. 31, 2005.

The increase in net sales resulted from the acquisition of      
Fresh Express in June 2005.

The operating loss for 2006 was $28 million, compared to
operating income of $188 million for 2005.  The 2006 results
included a $43 million goodwill impairment charge related to
Atlanta AG and a $25 million charge related to a potential
settlement of a previously disclosed U.S. Department of Justice
investigation.  Operating income for 2005 included flood costs of
$17 million related to Tropical Storm Gamma and a $6 million
charge related to the consolidation of fresh-cut fruit facilities
in the Midwestern United States.  

Operating results in 2006 were significantly affected by
regulatory changes in the European banana market, which resulted
in lower local pricing and increased tariff costs, and by higher
fuel and other industry costs.  Comparisons to 2005 are also
affected by the fact that 2005 was an unusually good year for
banana pricing in Europe.  

The Fresh Cut segment was significantly affected by consumer
concerns regarding the safety of packaged salad products, after
discovery of E. coli in certain industry spinach products in
September 2006 and the resulting investigation by the U.S. Food
and Drug Administration.  

Interest income in 2006 was $9 million, compared to $10.2 million
in 2005.  Interest expense in 2006 was $85.7 million, compared to
$60.3 million in 2005.  The increase in interest expense was due
to the full-year impact of the Fresh Express acquisition
financing.  Fresh Express was acquired in June 2005.  

Other income was $6.3 million in 2006 compared to other expense of
$3 million in 2005.  Other income in 2006 included a $6 million
gain from the sale of the company's 10% ownership in Chiquita
Brands South Pacific, an Australian fresh produce distributor.  In
2005, other expense included $3 million of financing fees,
primarily related to the write-off of unamortized debt issue costs
for a prior credit facility and $2 million of charges for
settlement of an indemnification claim relating to prior periods,
partially offset by a $1 million gain on the sale of Seneca Foods
Corp. preferred stock and a $1 million gain from an insurance
settlement.  

Income taxes were a $2 million benefit for 2006, compared to
expense of $3 million in 2005.  Income taxes for 2006 include
benefits of $10 million primarily from the resolution of tax
contingencies in various jurisdictions and a reduction in
valuation allowance.  In addition, the company recorded a tax
benefit of $5 million as a result of a change in German tax law.
Income taxes for 2005 included benefits of $8 million primarily
from the resolution of tax contingencies and reduction in the
valuation allowance of a foreign subsidiary due to the execution
of tax planning initiatives.

                     Goodwill Impairment Charge

During the 2006 third quarter, due to a decline in Atlanta AG's
business performance in the period following the implementation of
the new EU banana import regime as of Jan. 1, 2006, the company
accelerated its testing of the Atlanta AG goodwill and fixed
assets for impairment.  As a result of this analysis, the company
recorded a goodwill impairment charge in the 2006 third quarter
for the entire goodwill balance of $43 million.

              U.S. Department of Justice Investigation

In April 2003 the company voluntarily disclosed to the U.S.
Department of Justice that its 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
this disclosure, the Justice Department undertook an
investigation, including consideration by a grand jury.  

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 these discussions, and
in accordance with the guidelines set forth in SFAS No. 5,
"Accounting for Contingencies," the company recorded a charge of
$25 million in its financial statements for the quarter and year
ended Dec. 31, 2006.  This amount reflects liability for payment
of a proposed financial sanction contained in an offer of
settlement made by the company to the Justice Department.

At Dec. 31, 2006, the company's balance sheet showed
$2.738 billion in total assets, $1.867 billion in total
liabilities, and $870.8 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?1b67

                  Liquidity and Capital Resources

The company's cash balance was $65 million at Dec. 31, 2006,
compared to $89 million at Dec. 31, 2005.

Operating cash flow was $15 million in 2006, compared to
$223 million in 2005.  The decrease in operating cash flow for
2006 was primarily due to a significant decline in operating
results.  

Capital expenditures were $61 million for 2006 and $43 million for
2005.  The increase in 2006 was partially due to the full year
impact of the acquisition of Fresh Express, which occurred in June
2005.  The 2005 capital expenditures included $12 million related
to Fresh Express subsequent to the acquisition.

Total debt at both Dec. 31, 2006 and 2005, was $1 billion.

The company and Chiquita Brands L.L.C. ("CBL"), the main operating
subsidiary of the company, are parties to an amended and restated
credit agreement with a syndicate of bank lenders for a senior
secured credit facility (the "CBL Facility"), which consists of a
$200 million revolving credit facility (the "Revolving Credit
Facility"), a $125 million term loan ("Term Loan B"), and a
$375 million term loan ("Term Loan C").

At Dec. 31, 2006, $44 million of borrowings were outstanding under
the Revolving Credit Facility and $31 million of credit
availability was used to support issued letters of credit, leaving
$125 million of credit available.

                      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.

                          *    *    *

On Nov. 6, 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.


CITATION CORP: Judge Mitchell Approves First Day Motions
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama has
approved motions that will allow Citation Corporation to continue
business in the normal course pending approval of a
recapitalization plan designed to significantly improve the
company's balance sheet, calling it a major step in the company's
aggressive strategy to refocus operations, continue to win new
business, build a strong financial base and invest in its core
business segments.

"Judge Tamara O. Mitchell, ruling Tuesday in the U.S. Bankruptcy
Court for the Northern District of Alabama, agreed with Citation
that there was no need to seek concessions from suppliers or
customers."

Citation was granted the ability to pay all unsecured creditors in
normal course including its employees, suppliers and benefits
carriers.  It was also granted the ability to accept existing
contracts with customers.  A DIP financing facility of $25 million
was also approved to be used should the cash on hand not be
adequate during the process.  Citation has significant cash on
hand from two recent strategic divestitures.

"The only parties impaired by our plan are the lenders and
shareholders, and more than 95% of those affected overwhelmingly
are in favor of the plan," Ed Buker, Citation's President and CEO,
said.

While the plan was filed in U.S. Bankruptcy Court late Monday to
gain participation by all impaired parties, Mr. Buker stressed
that the filing represents a dramatically different process from
the restructuring of the company that occurred after Citation's
2004 Chapter 11 filing.

"This affects our balance sheet only, greatly reducing our debt
and interest expense giving us an enviable financial position
within our industry," Mr. Buker said.  "This plan represents the
missing piece in our continuing progress since we exited Chapter
11 in 2005."

Mr. Buker noted that the company has significantly reduced
internal costs and met record sales marks across all business
segments in the past two years.  However, the bank agreements
signed when the company exited Chapter 11 2005 did not contemplate
the unprecedented production volume cuts within the automotive
industry.

The plan filed Monday will convert approximately $160 million of
the company's approximate $190-million term debt to 100% of the
new common equity with the remaining $30 million of debt converted
into PIK debt that does not mature until 2013.  Citation's
existing asset-based revolving line of credit will be amended and
restated using essentially the same terms that currently exist.  
Finally, Citation's existing preferred and common equity holders
will receive warrants in the new company.

Because the plan is a "pre-packaged" filing -- meaning details of
the plan have been accepted ahead of time by Citation's major
impaired constituencies -- the company expects to complete the
court process with a confirmation hearing on April 5, 2007.

               About Citation Corporation

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

The Debtor and 11 debtor-affiliates filed for their second
bankruptcy on March 12, 2007 (Bankr. N.D. Ala. Case Nos. 07-01153
to 07-01162).  David S. Heller, Esq., at Latham & Watkins LLP, and
Michael Leo Hall, Esq., at Burr & Forman LLP, represent the
Debtors.  When the Debtors filed for their second bankruptcy
petitions, they listed estimated assets and debts of more than
$100 million.


CITATION CORP: Unsecured Creditors to Recover 100% of Claims
------------------------------------------------------------
Citation Corp. and nine debtor-affiliates filed a Prepackaged
Joint Chapter 11 Plan of Reorganization and Disclosure Statement
explaining that plan with the U.S. Bankruptcy Court for the
Northern District of Alabama.

As reported in the Troubled Company Reporter on March 14, 2007,
the plan aims to convert $160 million of debt into shares.

The Plan and Disclosure Statement was filed along with their
bankruptcy petition.

                        Assumptions

The Debtors tell the Court that in preparing the estimation of
recoveries, these assumptions were made:

    * The ongoing enterprise value of the Reorganized Debtors for
      purposes of the Plan plus expected net proceeds from 2008
      asset sales, based on the valuation prepared by Carl Marks
      Advisory Group, LLC, the Debtors' financial advisors, is
      $158.1 million.

    * The DIP Facility Claims shall be Allowed in an amount equal
      to the sum of all unpaid principal, interest and other
      charges outstanding on the Effective Date plus all
      reasonable fees and expenses and other charges.  The
      aggregate amount of Allowed DIP Facility Claims will be
      approximately $3.5 million.

    * The aggregate Allowed amount of Administrative Expense
      Claims, including Professional Fee Claims, will be
      approximately $1 million.

    * The aggregate Allowed amount of unpaid Priority Tax Claims,
      including Secured Tax Claims, will be approximately
      $2.4 million.

    * The aggregate amount of Pre-Petition Secured Revolver Claims
      will be approximately $40.4 million plus interest, fees and
      expenses.

    * The aggregate amount of Pre-Petition Secured Term Loan
      Claims will be approximately $191 million plus interest,
      fees and expenses.

    * The aggregate Allowed amount of Other Secured Claims will be
      approximately $600,000.

    * The aggregate Allowed amount of Other Priority Claims will
      be approximately $4.2 million.

    * The aggregate Allowed amount of General Unsecured Claims
      will be approximately $33 million.

                     Treatment of Claims

Under the Plan, DIP Facility Claims, Administrative Expense Claims
and Priority Tax Claims will be paid in full and in cash.

Holders of Pre-Petition Secured Revolver Claims will have their
contractual rights altered pursuant to the Restructured Credit
Agreement.  Holders in this class are expected to recover 100% of
their claims.

On the effective date, Holders of Pre-Petition Secured Term Loan
Claims will receive:

    * their pro rata share of the New PIK Debt with an aggregate
      principal amount of $30 million, and

     * their pro rata share of 100% of the New Common Stock of
       Reorganized Citation.

Claimholders under this class are expected to recover 63% of their
claims.

Holders of Other Secured Claims, at the Debtors' options, will
have their claims:

    * Reinstated,

    * satisfied by the Debtors' surrender of the collateral
      securing their Claim,

    * offset against, and to the extent of, the Debtors'
      claims against the Holder of the Claim or

    * otherwise rendered not impaired, except to the extent that
      the Reorganized Debtors and the holder agree to a different
      treatment.

Holders of Other Secured Claims will recover 100% of their claims.

To the extent that a holder of Other Priority Claims agrees to a
different treatment, each holder will receive a distribution of
Cash in an amount equal to their Claim, without interest.  
Claimants under this class will receive 100% of their claims.

General Unsecured Creditors, estimated to recover 100% of their
claims, at the Debtors' option, will have their claims:

    * reinstated and paid in Cash in the ordinary course of the
      Reorganized Debtors' business operations and not on the
      Effective Date,

    * offset against, and to the extent of, the Debtors' claims
      against the holder of the Claim or

    * otherwise rendered not impaired, except to the extent that
      the Reorganized Debtors and the holder agree to a different
      treatment.

The Debtors relate that Existing Preferred Stock will be cancelled
and holders will receive their pro rata share of 100% of the
New Class A Warrants and 66-2/3% of the New Class B Warrants.  
Preferred Stock holders are estimated to have a 3% recovery.

Holders of Existing Common Stock will receive their pro rata share
of 33-1/3% of the New Class B Warrants.  The Debtors did not
provide an estimate on how much holders under this class will get.

Finally, the Reorganized Debtors will retain the Equity Interests
they hold in the Subsidiaries.

                  About Citation Corporation

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

The Debtor and 11 debtor-affiliates filed for their second
bankruptcy on March 12, 2007 (Bankr. N.D. Ala. Case Nos. 07-01153
to 07-01162).  David S. Heller, Esq., at Latham & Watkins LLP, and
Michael Leo Hall, Esq., at Burr & Forman LLP, represent the
Debtors.  When the Debtors filed for their second bankruptcy
petitions, they listed estimated assets and debts of more than
$100 million.


CKE RESTAURANTS: Moody's Rates $200 Million Senior Loan at (P)Ba2
-----------------------------------------------------------------
Moody's Investors Service has taken these rating actions for CKE
Restaurant, Inc.

Ratings raised are;

    - Corporate family rating upgraded to Ba3 from B1

    - Probability of default rating upgraded to Ba3 from B1

    - $105 million, 4.0% convertible senior subordinated notes,
      due October 1, 2023, upgraded to B2 / 95% / LGD-6 from B3 /
      95% / LGD-6

Ratings assigned

    - $200 million guaranteed first lien senior secured revolver,
      due March 2012, rated (P)Ba2 / 31% / LGD-3

    - $120 million guaranteed first lien term loan B, due 2013,
      rated (P)Ba2 / 31% / LGD-3

Ratings affirmed;

    - $250 million guaranteed first lien senior secured revolver,
      due May 1, 2007, rated Ba2 / 29% / LGD-2

    - $230 million guaranteed first lien term loan B, due 2009,
      rated Ba2 / 29% / LGD-2

The outlook is stable

The Ba3 corporate family rating reflects CKE's improved operating
performance and stronger credit metrics driven by the relatively
stable operating performance of Carl's Jr., improved operating
performance of Hardee's, lower restaurant operating costs, and
reduced debt levels, in addition to the company's reasonable
scale, multiple concepts, and diversified day part.  The ratings
also recognize CKE's improved liquidity in light of its entering
into a proposed new credit facility consisting of a six year $120
million term loan and five year $200 million revolver.  However,
the ratings also incorporate the challenges of continuing the
turnaround at Hardee's while maintaining the operating performance
at Carl's Jr., in addition to addressing the difficulties at La
Salsa.  Moody's also remains concerned with transaction patterns
at all concepts, which remain relatively weak.

The stable outlook reflects Moody's view that the operating
performance of CKE's two core brands, Carl's Jr. and Hardee's,
should continue to improve and debt levels will be prudently
managed with debt protection metrics that would include, but not
be limited to, leverage of around 4.0x, EBIT coverage of interest
of about 2.5x, and retained cash flow to debt above 10% on a
sustained basis.  The stable outlook also expects the company will
maintain adequate liquidity at all times with the ability to fund
all anticipated requirements at least 18 month out on a continual
basis.  The ratings and outlook also anticipate that the CKE's
accounting restatement is limited to the items already identified,
that any deficiency in its reporting functions have been
rectified, and there will be no delay in the filing of its public
financial statements.

Moody's will withdraw its ratings on CKE's current bank credit
facility once it has been fully repaid with the proceeds from the
proposed new facility.

As is customary, Moody's ratings are subject to the receipt of
final documentation

CKE Restaurants, Inc., headquartered in Carpinteria CA, owns,
operates, and franchises, approximately 3,160 quick-service and
fast casual restaurants under the brand names Carl's Jr.,
Hardee's, and La Salsa Fresh Mexican Grill.  Carl's Jr. has 394
company owned units and 678 franchised units located in the
Western U.S., with a concentration in California, while Hardee's
reported ownership of 701 units and franchised 1,244 with a
concentration in the South Eastern U.S. La Salsa is a much smaller
concept with about 55 company owned and 43 franchised units.  For
the last twelve month period ending August 2006, the company
generated revenues of about $1.6 billion and operating income of
approximately $108 million.


CLEAR CHANNEL: Highfields Capital Increases Stake to 5%
-------------------------------------------------------
Clear Channel Communications Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission dated March 15, 2007,
that Highfields Capital Management LP now beneficially owns a 5%
stake in the company, equivalent to 24,854,400 shares at $0.10 par
value per share.

Sarah McBride of The Wall street Journal relates that previously,
Highfields Capital held about 3% of Clear Channel's outstanding
shares.

Boston, Mass.-based Highfields Capital is an investment management
firm focused on identifying long-term value investments on behalf
of public and private charitable foundations, school endowments
and other institutional and private investors.  Highfields Capital
currently manages approximately $10 billion in investment funds.

The increase, WSJ says, citing people familiar with the matter,
indicates that the investment company wants more influence in a
coming vote on a possible privatization of Clear Channel, which
Highfields opposes.

According to WSJ, Clear Channel, along with investors Bain & Co.
and Thomas H. Lee, are offering $37.60 a share, but many
investors, including Highfields, believe the company is worth
more.

Clear Channel shareholders of record as of March 23, 2007, are due
to vote on the issue at the special meeting, which will be held on
April 19, 2007.

Highfields is Clear Channel's second-biggest holder, the Journal
says.

                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.


COOLBREEZE ACQUISITION: Moody's Assigns B2 Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
Hunter Fan Company to B2 from B1, and affirmed the company's B2
probability of default rating.

In addition, Moody's assigned a B2 corporate family rating and
probability of default rating to Coolbreeze Acquisition Corp., the
entity being formed to facilitate the acquisition of Hunter Fan
Company, a B1 rating to the $220 million of new secured first-lien
credit facilities and a Caa1 rating to the proposed new $75
million second-lien term loan facility.  The rating outlook is
stable.  The ratings assigned are subject to no material change in
the terms and conditions of the financing as advised to Moody's.

Proceeds from the $295 million of new credit facilities will be
used to fund the acquisition of Hunter Fan by affiliates of
MidOcean Partners, including refinancing the existing $150 million
term loan and $50 million revolving credit facilities (currently
rated Ba3 by Moody's).  The initial borrower under the proposed
facilities will be Coolbreeze Acquisition Corp, an entity
established by MidOcean Partners to facilitate the acquisition.  
It is expected that as soon as practical after closing that Hunter
Fan Company will assume the obligations under the new credit
facilities. Upon closing of this transaction, Moody's expects to
withdraw ratings on the existing first lien credit facilities.

The downgrade of Hunter Fan Company's corporate family rating
reflects the increased leverage of the company following the
proposed acquisition, and negative impact on its leverage and
interest coverage metrics to levels consistent with a B2 rating.  
The ratings also reflect the company's moderate scale in the home
furnishing/small appliance market, and high customer concentration
with major home improvement retail chains.  These aspects are
partly mitigated by the company's leading market position in the
branded ceiling fan industry under the "Hunter" and "Casablanca"
brand names, the ability of the company to expand its product
offerings away from reliance on the ceiling fan market, and
experienced operating management who will remain with the company
following this transaction.

The B1 rating assigned to the first lien credit facilities
reflects the company's probability of default rating of B2 and its
loss given default assessment of LGD 3 (35%), and reflects these
facilities' first lien position on the assets of the company and
the level of junior capital support from unsecured creditors and
the proposed second lien facility.  The Caa1 rating for the second
lien credit facilities reflects the company's probability of
default rating of B2 and the loss given default assessment of LGD
5 (84%) which reflects the junior ranking of the second lien
facility to the first lien credit facilities.  The affirmation of
the PDR of B2 reflects the introduction of the second lien term
loan into the capital structure of this transaction.

These ratings were assigned:

Coolbreeze Acquisition Corp.

    * $145 million first-lien secured term loan at B1
      (LGD 3 - 35%)

    * $15 million first-lien secured delayed draw term loan at B1
      (LGD 3 -- 35%)

    * $60 million first-lien secured revolving credit facility at
      B1 (LGD 3 -- 35%)

    * $75 million second-lien secured term loan at Caa1
      (LGD 5 -- 84%)

    * Corporate Family and Probability of Default Ratings at B2

This rating was lowered:

Hunter Fan Company -- Corporate Family Rating to B2 from B1

This rating was affirmed:

Hunter Fan Company -- Probability of Default Rating -- B2

Hunter Fan Company headquartered in Memphis, Tennessee, designs,
engineers, sources and markets ceiling fans, home comfort
appliances, and lighting products primarily under the "Hunter" and
"Casablanca" brands.


COVALENCE SPECIALTY: Inks Merger Agreement with Berry Plastics
--------------------------------------------------------------
Covalence Specialty Materials Holding Corp. and Berry Plastics
Group Inc. have entered into a definitive agreement pursuant to
which Berry Group will merge with Covalence Holding in a stock-
for-stock merger.

After 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.  Berry Group and
Covalence Holding expect the closing of the merger to occur in
April 2007 and the transaction is subject to the receipt of
required regulatory approvals.

"We welcome the merger with Covalence, which will bring
additional customers, products and skilled personnel to our
company" Mr. Boots stated.  "Focus will be placed on servicing
our customers by utilizing all assets available to Berry,
including the strength derived from our current ownership."

"The combined company will benefit from enhanced diversity of end-
markets, customers and products, and the increased scale will make
Berry one of the largest plastic packaging companies in the world,
while at the same time deleveraging our balance sheet," Mr. Boots
continued.

Immediately following the merger, Covalence Specialty Materials
Corp. and Berry Plastics Holding Corporation, respective
subsidiaries of Covalence Holding and Berry Group, 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 Holding'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 Holding 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.

Kip Smith, Chief Executive Officer of Covalence Holding, who will
remain with the combined company running the Covalence businesses,
stated "We are excited about the merger with Berry and the
benefits the added scale and financial resources bring to our
customers, employees, and suppliers.  We look forward to
partnering with Ira, Brent and their accomplished and seasoned
management team to grow the business and capitalize on the
abundant opportunities that this merger will create."

"Berry and Covalence are each leaders in their respective markets
and the combined company will be one of the highest margin, most
diverse and attractive plastic packaging businesses in the world."
said Joshua Harris, founding partner of Apollo Management, L.P.
Mr. Harris continued, "This merger will provide substantial
growth, cross-selling and synergy opportunities, and we look
forward to working with the combined management team to continue
Berry's remarkable record of over 15 years of consistent growth in
revenue and profitability."

In connection with the merger, CSMC is also terminating, effective
[Mon]day, its exchange offer relating to the Covalence Notes.  
The exchange offer was previously scheduled to expire [Mon]day.
All Covalence Notes tendered pursuant to the exchange offer will
be promptly returned to their holders.  It is intended that the
exchange offer will recommence following preparation of pro forma
financial information.

                     About Covalence Specialty

Headquartered in Princeton, New Jersey, Covalence Specialty
Materials Corp. 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. Annual consolidated net revenue is
approximately $1.7 billion.

                         *     *     *
      
As reported in the Troubled Company Reporter on Jan. 3, 2007,
Standard & Poor's Ratings Services affirmed Covalence Specialty's
'B' corporate credit rating.


COVALENCE SPECIALTY: Post $21.8MM Net Loss in Qtr. Ended Dec. 29
----------------------------------------------------------------
Covalence Specialty Materials Corp. disclosed results for its
first fiscal quarter ended Dec. 29, 2006.

The company reported net revenue for the three months ended
Dec. 29, 2006 of $366.7 million and a net loss for the same
period of $21.8 million.  After giving effect to the Acquisition
Transaction, Adjusted EBITDA for the first fiscal quarter of 2007
was $8.4 million.  Management believes that presenting this non-
GAAP measure is important for investors to better understand the
company's underlying operational and financial performance, to
facilitate comparison of results between periods and to monitor
the company's compliance with certain financial covenants in
its credit facilities.

                      First Quarter Results

Net revenue for the three months ended Dec. 29, 2006 was
$366.7 million, a decrease of $83.5 million, compared to
$450.2 million in the first quarter of fiscal 2006.  Net revenue
for the three months ended Dec. 29, 2006 was impacted by lower
volumes driven by a mild 2006 hurricane season, weak housing
starts and continued efforts by customers to minimize inventories
during a period of softening polyethylene resin pricing.

Gross profit for the three months ended Dec. 29, 2006 was
$24.2 million, a decrease of $40.5 million compared to $64.7
million in the first quarter of fiscal 2006.  Gross profit was
negatively impacted by lower sales volumes and one-time charges
in our Plastics operating segment due to lower production and the
correction of finished goods inventory levels.  In addition, gross
profit was also reduced by a $3.5 million increase in depreciation
resulting from the purchase method of accounting attributable to
the Acquisition Transaction.  Excluding the purchase accounting
adjustments and one-time charges in our Plastics operating segment
described above, gross profit for the three months ended Dec. 29,
2006 would have been $29.6 million.

Selling, general and administrative expenses for the three
months ended Dec. 29, 2006 were $41.8 million, an increase of
$8.3 million compared to $33.5 million in the first quarter of
fiscal 2006.  The increase was mainly the result of $8.6 million
of additional depreciation and amortization expense from the
purchase method of accounting attributable to the Acquisition
Transaction.  The increase was also attributable to an investment
in corporate services for future growth, severance costs and
general inflation.

Operating loss for the three months ended Dec. 29, 2006
was $17.8 million, a decrease of $38.9 million compared to an
operating profit of $21.1 million in the first quarter of fiscal
2006.  The decrease was primarily driven by the factors described
above.  This decrease was partially offset by the elimination of
charges and allocations from Tyco. Excluding the purchase
accounting adjustments, one-time charges in our Plastics operating
segment and severance costs described above, operating loss for
the three months ended Dec. 29, 2006 would have been $2.2 million.

"[The company's] first fiscal quarter Adjusted EBITDA was
consistent with our previous guidance. As noted during our
earnings call in December 2006, a soft polyethylene resin market,
a mild 2006 hurricane season and continued efforts by customers to
structurally reduce inventories together with increases in certain
non-resin raw materials, freight and other conversion costs,
resulted in a very challenging environment," said Kip Smith,
President and Chief Executive Officer.  "We continue to work to
improve volume and profitability in all of our businesses and
have already seen significant volume improvement in January and
February 2007.  Actions taken during the quarter including
extended holiday plant shutdowns, aggressive inventory management
and business process changes position us for meaningful
improvement in the second fiscal quarter."

A full-text copy of Covalence Specialty's Quarterly Period Ended
Dec. 29, 2006 is available for free at
    
               http://ResearchArchives.com/t/s?1b6a

                     About Covalence Specialty

Headquartered in Princeton, New Jersey, Covalence Specialty
Materials Corp. 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. Annual consolidated net revenue is
approximately $1.7 billion.

                         *     *     *
      
As reported in the Troubled Company Reporter on Jan. 3, 2007,
Standard & Poor's Ratings Services affirmed Covalence Specialty's
'B' corporate credit rating.


CREST 2002-IG: S&P Lifts Rating on Class D Notes to BB+
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes issued by Crest 2002-IG Ltd., a static CDO of
ABS transaction consisting primarily of CMBS and REIT debt
obligations and managed by Structured Credit Partners LLC, and
removed them from CreditWatch, where they were placed with
positive implications Sept. 22, 2006.

At the same time, the rating on the preferred shares was also
raised, and the 'AAA' rating on the class A notes was affirmed.

The raised ratings reflect an increase in the level of
overcollateralization available to support the notes and an
improvement in the overall credit quality of the assets in the
collateral pool since the transaction was originated in May 2002.  
Since that time, the transaction has paid down approximately
$59.521 million to the class A notes.  According to the February
2007 monthly trustee report, the class A O/C ratio was 132.15%,
versus a minimum of 115.00%, and compared with a ratio of 128.40%
at close; the class B O/C ratio was 112.79%, versus a minimum of
105.00%, and compared with a ratio of 111.50% at close; the class
C O/C ratio was 104.91%, versus a minimum of 102.00%, and compared
with a ratio of 104.40% at close; and the class D O/C ratio was
102.41%, versus a minimum of 101.00%, and compared with a ratio of
102.20% at close.          
     
         Ratings Raised and Removed from Creditwatch Positive
   
                          Crest 2002-IG Ltd.

                      Rating                 Balance (mil. $)
                      ------                 ----------------
   Class             To    From            Original    Current
   -----             --    ----            --------    -------
   B                 AA+   A-/Watch Pos      78.000     78.000
   C                 A-    BBB/Watch Pos     40.000     40.000
   D                 BB+   BB/Watch Pos      14.000     14.000
     
                             Rating Raised
    
                          Crest 2002-IG Ltd.

                      Rating                 Balance (mil. $)
                      ------                 ----------------
   Class             To    From            Original    Current
   -----             --    ----            --------    -------
   Preferred shares  BB    BB-               14.000     14.000
      
                           Rating Affirmed
   
                         Crest 2002-IG Ltd.

                                          Balance (mil. $)
                                          ----------------
        Class               Rating      Original    Current
        -----               ------      --------    -------
        A                   AAA          514.000    454.478


CUT-RATE PHARMACY: Case Summary & 22 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cut-Rate Pharmacy Solutions, Inc.
        2665 Cleveland Avenue, Suite 204
        Fort Myers, FL 33901

Bankruptcy Case No.: 07-01958

Chapter 11 Petition Date: March 14, 2007

Court: Middle District of Florida (Fort Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Philip L. Burnett, Esq.
                  Philip L. Burnett, P.A.
                  P.O. Box 2258
                  Fort Myers, FL 33902
                  Tel: (239) 334-1922
                  Fax: (239) 334-7799

Debtor's financial condition as of March 9, 2007:

      Total Assets: $1,629,085

      Total Debts:    $696,728

Debtor's 22 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                   $227,384
Special Procedures
Mail Code 5370
P.O. Box 17167

Medline Industries                          $46,904
P.O. Box 92301
Chicago, IL 60675

DOR                                         $36,686
P.O. Box 6668
Tallahassee, FL 32314-66

Cleveland Medifirst                         $26,816

Greater Bay Capital                         $21,185

William McMahon                             $19,474

Florida Retail Fed                          $19,440

Bclbs                                       $11,627

Medical Specialties                          $7,493

Sunrise Medical                              $6,112

James Wesolowski, CPA                        $5,779

Pride Mobility                               $5,700

Steven J. Polhemus P.A.                      $5,857

Baxter Healthcare                            $4,880

MSW Holdings                                 $3,624

Metropolitan Life                            $4,277

PPS Plus Software                            $3,591

Wallenbrock Office                           $3,128

T3 Communications                            $3,024

Invacare Supply Group                        $2,976

Waste Management                               $578

Ecin                                           $480


CVS CORP: Shareholders Approve Merger of Equals with Caremark Rx
----------------------------------------------------------------
CVS Corporation said its shareholders have voted to approve the
company's merger with Caremark Rx, Inc. at the special shareholder
meeting held yesterday March 15, 2007.  Caremark shareholders are
scheduled to vote on the transaction today, March 16, 2007.

"We are extremely pleased our shareholders strongly supported our
proposed merger with Caremark," Tom Ryan, CVS Chairman, President
and CEO, said.  "This landmark combination will uniquely position
CVS/Caremark to deliver new products and services that will make a
meaningful difference for both employers seeking to control costs
and consumers seeking greater access and choice as they look to
stretch their healthcare dollar further.  We look forward to
Caremark shareholders approving the transaction tomorrow and
getting to work on delivering the significant financial and
strategic benefits that only this deal can provide."

                        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: Glass Lewis Advises Caremark Stockholders to Vote No
--------------------------------------------------------------
Glass, Lewis & Co., a leading independent voting advisory service,
reiterated that Caremark RX, Inc. stockholders should vote against
the proposed acquisition of Caremark by CVS Corporation at
Caremark's special meeting of stockholders to be held today, March
16, 2007.

In its recommendation, Glass Lewis stated:

"As discussed in our initial report, we are not convinced that the
process used by the Company and board resulted in shareholders
receiving as big a stake as they deserved in the proposed,
combined entity."

"Though the incremental bumps to the cash dividend have been
noted, CVS' ability to raise its offer multiple times over its
original agreement calls into question the negotiating skills of
the Caremark directors.  We remind investors that this board
endorsed the original agreement, which lacked any cash dividend.  
In this instance, we believe investors should be skeptical of the
board's opinion regarding the value of Caremark.

Blindly following the Caremark directors' lead would have left
shareholders at least $3.3 billion poorer."

"Given these considerations, we feel the CVS deal should be
rejected based on what appears to have been a flawed negotiating
process.  ... we feel investors should remain concerned that the
board of Caremark has not done all it could to ensure that
shareholders stand to receive the highest value in any sale or
merger of a Company."

"That CVS was allowed to negotiate from the enviable position as
the sole bidder for Caremark should concern investors."

"By rejecting the current CVS proposal, shareholders can better
ensure they are receiving maximum value by restarting and opening
the process.  We also believe the market can bear a higher price,
as evidenced by Express Scripts Inc. current superior offer."

"Caremark did not undertake a process that ensured it would
receive 'best and final' proposals from all suitors, including
preferred strategic partners, in our opinion."

"We are pleased Glass Lewis has reiterated its
recommendation that Caremark stockholders vote AGAINST the
acquisition of Caremark by CVS," George Paz, president, chief
executive officer and chairman of Express Scripts, commented.  
"Clearly Glass Lewis recognizes that the Caremark Board ran
a flawed process and that value destruction is inherent in the
proposed CVS transaction.  We continue to focus on creating the
best long term value for Express Scripts and Caremark
stockholders.  Meanwhile, Caremark continues press ahead with a
flawed process, leaving the best interests of their stockholders
behind."

Skadden, Arps, Slate, Meagher & Flom LLP, Arnold & Porter LLP, and
Young Conaway Stargatt & Taylor, LLP are acting as legal counsel
to Express Scripts, and Citigroup Corporate and Investment Banking
and Credit Suisse are acting as financial advisors.  MacKenzie
Partners, Inc. is acting as proxy advisor to Express Scripts.

As reported in the Troubled Company Reporter on March 15, 2007,
Institutional Shareholders Services Inc. recommended that Caremark
Rx, Inc. shareholders support the proposed merger with CVS.

                        About Caremark Rx

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

                      About Express Scripts

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

                         About CVS Corp.

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

                          *     *     *

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


CWALT INC: Moody's Rates Class M-10 Certificates at Ba2
-------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Countrywide Alternative Loan Trust 2007-
HY3, and ratings ranging from Aa1 to Ba2 to subordinate
certificates in the deal.

The securitization is backed by Countrywide Home Loans, Inc.
originated, adjustable-rate, Alt-A residential mortgage loans
acquired by Countrywide Financial Corporation.  The ratings are
based primarily on the credit quality of the loans and on the
protection against credit losses provided by subordination,
overcollateralization, excess spread, and an interest rate cap.
Moody's expects collateral losses to range from 0.85% to 1.05%.

Countrywide Home Loans Servicing LP will act as master servicer of
the loans in the deal.

The complete rating actions are:

Countrywide Alternative Loan Trust 2007-HY3

Mortgage Pass-Through Certificates, Series 2007-HY3

    * Cl. 1-A-1, Assigned Aaa
    * Cl. 1-A-2, Assigned Aaa
    * Cl. 2-A-1, Assigned Aaa
    * Cl. 2-A-2, Assigned Aaa
    * Cl. 3-A-1, Assigned Aaa
    * Cl. 3-A-2, Assigned Aaa
    * Cl. A-R, Assigned Aaa
    * Cl. M-1, Assigned Aa1
    * Cl. M-2, Assigned Aa2
    * Cl. M-3, Assigned Aa3
    * Cl. M-4, Assigned A1
    * Cl. M-5, Assigned A2
    * Cl. M-6, Assigned A3
    * Cl. M-7, Assigned Baa1
    * Cl. M-8, Assigned Baa2
    * Cl. M-9, Assigned Baa3
    * Cl. M-10, Assigned Ba2


DAVID KALKSTEIN: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: David Kalkstein
        6 Gunning Lane
        Gladwynne, PA 19035

Bankruptcy Case No.: 07-11391

Chapter 11 Petition Date: March 6, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Alan L. Frank, Esq.
                  Alan L. Frank Law Associates, P.C.
                  8380 Old York Road, Suite 410
                  Elkins Park, PA 19027
                  Tel: (215) 935-1000
                  

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
  ------                     ---------------      ------------
  555 Associates             Business Lease        $720,000.00
  555 City Avenue
  Bala Cynwyd, PA  
  19007  
  
  Chase                      Line of Credit        $124,338.00
  PO Box 260161
  Baton Rogue, LA
  70826-0161

  BPG Office Partners III    Business Lease         $44,800.00
  PO Box 51089
  Philadelphia, PA
  19175-0829

  Donato Spivante            Lease                  $24,500.00

  Martin Sussman             Loan                   $13,000.00
  
  Davia Construction         Labor                  $10,500.00

  Capital One                Credit Card             $8,524.00

  Mckeon Inc.                Services                $7,585.00

  Capital One, FSB           Credit Card             $6,400.00  

  Crocker and Breslin        Service                 $5,147.55
  Architects

  Yerkers & Company          Services                $3,000.00

  Sunoco                     Heating oil               $700.00


DOBSON COMMUNICATIONS: Fitch Affirms B- Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings assigns a rating of 'B+/RR2' to American Cellular
Corporation's planned $1.05 billion senior secured credit
facility.

The ratings for Amcell's $250 million credit facility will be
withdrawn after the bank agreement closes.

Fitch also downgrades the senior unsecured notes at AmCell to
'CCC+/RR5' from 'B/RR3' and the senior subordinated notes to
'CCC/RR6' from 'CCC+/RR5'.

In addition, Fitch affirms the 'B-' Issuer Default Rating for
AmCell, Dobson Cellular Systems Inc. and the parent company,
Dobson Communications Corp.  The Rating Outlook is Stable.

The IDR ratings at Dobson reflect its current leverage, smaller
scale as a regional operator, and the competitive operating
environment.  Until the nature of the reform is certain, Fitch
also believes a higher level of event risk is present with
potential universal service funding (USF) reform since USF
disbursements are a material percentage of total cash flow.

Positive offsets to these concerns include significantly improved
operating metrics at Dobson primarily driven by the GSM migration
as well as the significant coverage and quality improvements made
to the company's GSM network.  Performance at AmCell has improved
from a year ago but not to the extent of the consolidated results
at Dobson.

In February 2007, Amcell announced a cash tender for its
$900 million 10% senior notes and a consent solicitation to amend
the terms of the notes while initially expecting to finance the
tender with proceeds from a planned $850 million credit facility
and a $425 million notes offering that was later cancelled.  With
the company changing its financing plans, Amcell increased the
size of its credit facilities by $200 million to a $1.05 billion
senior secured credit facility, which consists of a five-year, $75
million senior secured revolving credit facility, a seven-year,
$900 million senior secured term loan B and a seven-year, $75
million senior secured delayed draw term loan.  er the planned
credit facility will be used to repurchase a minimum of $675
million of the $900 million in 10% unsecured notes at Amcell that
are validly tendered and any outstandings under the existing $250
million credit facility.  As a result of the expected drawdown on
the credit facilities, LTM leverage will increase slightly at a
consolidated Dobson to approximately 6.4 times.  The consent
solicitation seeks to amend covenants with the 10% notes including
restricted payments and additional indebtedness.

Dobson's consolidated liquidity is stable based on its cash
position and lack of near-term maturities. Cash at the end of the
fourth quarter of 2006 was approximately $117 million.  Dobson's
nearest material maturity is not until 2011.  For 2006, Dobson
reported $43 million of free cash flow with expectations to
generate in excess of $90 million in 2007.

The ratings for AmCell's senior unsecured notes were downgraded by
two notches to reflect the diminished recovery prospects.

These ratings were affected by this action:

American Cellular Corporation

    -- $250 million senior secured credit facility withdrawn (when
       new credit facility closes);

    -- $1.05 billion senior secured credit facility 'B+/RR1';

    -- $900 million senior unsecured notes to 'CCC+/RR5' from
       'B/RR3';

    -- $18.5 million senior subordinated notes to 'CCC/RR6' from
       'CCC+/RR5'.

These ratings were affirmed by this action:

American Cellular Corporation (AmCell)

    -- Issuer default rating (IDR) 'B-';

Dobson Communications Corp.

    -- Issuer default rating (IDR) 'B-';
    -- $160 million senior floating rate notes 'CCC+/RR5';
    -- $150 million senior convertible debentures 'CCC+/RR5';
    -- $420 million senior notes 'CCC+/RR5';
    -- $136 million convertible preferred stock 'CCC-/RR6'.

Dobson Cellular Systems Inc.

    -- Issuer default rating (IDR) 'B-';
    -- $75 million senior secured credit facility 'BB-/RR1';
    -- $500 million first priority secured notes 'BB-/RR1';
    -- $325 million second priority secured notes 'BB-/RR1'.


EMPORIA PREFERRED: S&P Rates $18.5 Million Class E Notes at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Emporia Preferred Funding III Ltd./Emporia Preferred
Funding III LLC's $375.83 million floating-rate notes due 2021.

The preliminary ratings are based on information as of March 14,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The expected commensurate level of credit support in the
       form of subordination to be provided by the notes junior to
       the respective classes;

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

    -- The experience of the collateral manager; and

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

                  Preliminary Ratings Assigned

                Emporia Preferred Funding III Ltd./
                 Emporia Preferred Funding III LLC
   

            Class               Rating      Amount (mil. $)
            -----               ------      ---------------
            A-1                 AAA                 100.000
            A-2*                AAA                  40.000
            A-3**               AAA                 132.580
            B                   AA                   26.845
            C                   A                    37.170
            D                   BBB                  20.650
            E                   BB                   18.585
            Preferred equity    NR                   39.000
   
                    * Class A-2 consists of revolving notes.
                  ** Class A-3 consists of delayed draw notes.
                               NR-Not rated.


ENERGY PARTNERS: Inks Financing Agreement with Bank of America
--------------------------------------------------------------
Energy Partners Ltd. has entered into a Commitment Letter dated
Mar. 13, 2007, pursuant to which Banc of America Securities LLC,
Banc of America Bridge LLC and Bank of America, N. A. have
committed to:

    * provide sufficient funds to finance the repurchase of up to
      $200 million of the company's outstanding common stock,

    * refinance the company's bank credit facility, and

    * refinance the company's 8-3/4% Senior Notes due 2010 through
      a concurrent debt tender offer and consent solicitation.

The commitment provides for:

    a. a $300 senior secured revolving credit facility, of which
       not more than $165 million may be drawn at the closing and

    b. at least $450 million in gross proceeds from the issuance
       and sale of notes and convertible notes or, alternatively,
       at least $450 million of senior unsecured bridge loans as
       interim financing.

The commitments are subject to various conditions, including
customary closing conditions.

                    About Energy Partners Ltd.

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

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 14, 2007,
Moody's Investors Service downgraded Energy Partners, Ltd.'s
Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3 from B2 following the conclusion of the
company's strategic alternative process.  


ENTERCOM RADIO: Moody's Cuts Rating on 7.625% Senior Notes to B1
----------------------------------------------------------------
Moody's Investors Service has downgraded Entercom Radio LLC's
corporate family rating to Ba2 from Ba1 and downgraded its 7.625%
senior subordinated notes from Ba2 to B1.  The outlook has been
revised to stable.

This concludes the review Moody's first initiated on August 22,
2006.

Entercom Radio, LLC's Ba2 corporate family rating reflects the
company's increased leverage, propensity for returning capital to
shareholders, concentration of revenues in a few markets (5
markets accounted for more than 50% of revenues during the year
ended 12/31/2006) and the highly competitive nature of the larger
markets.  The rating also reflects the inherent cyclicality of the
advertising market and Moody's belief that radio is a mature
industry with modest growth prospects.

Entercom's rating is supported by its geographic and format
diversity and strong EBITDA margins.  The rating is further
supported by its local market focus (approximately 77% of net
revenues in 2006 were from local advertising).

Ratings Downgraded:

Entercom Radio, LLC

    * Corporate Family Rating, Ba1 to Ba2

    * Probability-of-default rating, Ba1 to Ba2

    * 7.625% senior subordinated notes, Ba2 (LGD 6, 92%) to B1
     (LGD 6, 92%)

The outlook is stable.

Entercom Radio, LLC, headquartered in Bala Cynwyd, Pennsylvania,
is a radio broadcaster with more than 100 radio stations clustered
in 23 markets across the country.


FASSBERG CONSTRUCTION: Confirmation Hearing Set for March 27
------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California has conditionally approved the Disclosure Statement
accompanying Fassberg Construction Company's Plan of
Reorganization.

Final approval is set for March 27, 2007, at the same time as the
hearing on the confirmation of the Debtor's Plan.

The Debtor filed its Fourth Amended Disclosure Statement on
Feb. 7, 2007.  

The objective of the Debtor's Chapter 11 Plan is to pay
administrative claimants, U.S. Trustee fees, priority creditors,
and allowed secured, bonded, and non-bonded claims.

Bonded claims are claims of sub-contractors to Fassberg on bonded
projects.  These creditors are able to assert claims directly
against Fidelity & Deposit Company of Maryland under performance
or payment bonds.  The total amount of bonded claims is $231,756.

Non-bonded are the unsecured claims of creditors who hold general
claims against Fassberg based on the sale of goods and delivery of
services.  The total amount of non-bonded claims ranges from $1.6
million to $12.7 million.

Fidelity's secured claim is a partially unliquidated claim.  Total
exposure may exceed $16 million but the anticipated loss is less
than $10 million.

Distribution to administrative claimants, priority creditors, and
bonded creditors will be made from advances by Fidelity & Deposit
Company of Maryland and from recoveries into the estate.  
Distribution to non-bonded creditors will be made from recoveries
into the estate with Fidelity and Abraham Fassberg not sharing in
the first $150,000 distributed or expended from trust assets.

Mr. Fassberg, the 100% shareholder, will retain stock ownership.

As reported by the Troubled Company Reporter on October 12, 2006,
distribution to the Debtor's creditors under the Amended Plan will
be funded by:

   a) any recoveries from avoidance actions on non-bonded project
      funds;

   b) the Debtor's malpractice claim against Paul Lax;

   c) any recovery of contract sums in the Debtor's litigation
      with Corteen Village LP; and

   d) Fidelity & Deposit Company of Maryland, who will be a
      source of capital but only in the form of payments by
      Fidelity under payment bonds or cash collateral advanced by
      Fidelity.  Disbursements will be made by Fidelity to cover
      Priority Taxes, Class 2 bonded claims and administrative
      claims of the estate.

A Creditors' Trust will be established to prosecute avoidance
actions on non-bonded jobs, and accept any recoveries from the
estate on account of claims retained by the estate.  The Trust
will be administered by three unpaid trustees: two will be
appointed by the Official Committee of Unsecured Creditors and one
will be appointed by Mr. Fassberg.

Mr. Fassberg will continue to serve as president and chief
executive officer.  He will pay $1,000 per quarter as long as the
Creditors' Trust still exists, but for no longer than five years.

A full-text copy of the Debtor's Fourth Amended Disclosure
Statement is available for free at:

                http://bankrupt.com/misc/Fassberg

                   About Fassberg Construction

Headquartered in Encino, California, Fassberg Construction Company
is a full service general contracting and construction management
firm.  The company filed for chapter 11 protection on April 1,
2005 (Bankr. C.D. Calif. Case No. 05-11957).  Douglas M. Neistat,
Esq., at the Law Offices of Greenberg & Bass, serves as counsel in
the Debtor's bankruptcy case.  David B Golubchik, Esq., at Levene,
Neale, Bender, Rankin & Brill LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it had assets of $15,267,175 and
debts of $6,758,113.


GALE FORCE: S&P Rates $21.6 Million Class E Notes at BB
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Gale Force 3 CLO Ltd./Gale Force 3 CLO Corp.'s
$570.5 million floating-rate notes due April 2021.

The preliminary ratings are based on information as of March 14,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The expected commensurate level of credit support in the
       form of subordination to be provided by the notes junior to
       the respective classes, and by the income notes and
       overcollateralization;

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

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

            Gale Force 3 CLO Ltd./Gale Force 3 CLO Corp.
   
         Class                 Rating            Amount (mil. $)
         -----                 ------            ---------------
         A-1*                  AAA                         300.0
         A-2*                  AAA                         143.3
         B-1                   AA                           32.4
         B-2                   AA                           12.0
         C                     A                            26.1
         D                     BBB                          27.6
         E                     BB                           21.6
         Combination notes**   BB                            7.5
         Income notes          NR                           54.1
    
             * Class A contains a variable-funding note.
            ** The combination notes consist of the class E note
               component and the income note component.

                             NR - Not rated.


GE COMMERCIAL: Fitch Holds Low-B Ratings on Five Cert. Classes
--------------------------------------------------------------
Fitch Ratings upgrades GE Commercial Mortgage Corporation, series
2003-C2 as:

    -- $26.6 million class D to 'AAA' from 'AA';
    -- $14.8 million class E to 'AA+' from 'AA-';
    -- $14.8 million class F to 'AA-'from 'A+'.

In addition, Fitch affirms the ratings on these classes:

    -- $26.5 million class A-1 'AAA';
    -- $165.1 million class A-2 'AAA';
    -- $54.3 million class A-3 'AAA';
    -- $406.1 million class A-4 'AAA';
    -- $271 million class A-1A 'AAA';
    -- Interest-only class X-1 'AAA';
    -- Interest-only class X-2 'AAA';
    -- $35.5 million class B 'AAA';
    -- $14.8 million class C 'AAA';
    -- $14.8 million class G 'A';
    -- $14.8 million class H 'BBB+';
    -- $19.2 million class J 'BBB-';
    -- $7.4 million class K 'BB+';
    -- $8.9 million class L 'BB';
    -- $4.4 million class M 'B+';
    -- $7.4 million class N 'B';
    -- $3 million class O 'B-';
    -- $3.3 million class BLVD-1 'A';
    -- $2.5 million class BLVD-2 'A-';
    -- $4.5 million class BLVD-3 'BBB+';
    -- $3.5 million class BLVD-4 'BBB';
    -- $8 million class BLVD-5 'BBB-'.

Fitch does not rate $20.7 million class P certificates.

The rating upgrades reflect increased credit enhancement levels
due to scheduled amortization and the additional defeasance of six
loans (3.3%) since Fitch's last rating action.  In total, eighteen
loans (15%) have defeased, including one (1.9%) of the top ten
loans.  As of the February 2007 distribution date, the pool's
aggregate certificate balance has decreased 4.5% to $1.15 billion
from $1.21 billion at issuance.

Currently, three assets are in special servicing with projected
losses (1%).  The largest asset (0.5%) is an office property in
Golden, Colorado, which transferred in October 2006 due to a
decline in occupancy to 16% from the loss of two major tenants.

The second specially serviced asset (0.3%) is a self-storage
facility in New Orleans, Louisiana, that sustained damage from
hurricanes Katrina and Rita.  The special servicer is working to
stabilize the property.

The third asset (0.24%) is a multifamily property located in
Louisville, New York, and is real estate-owned (REO).  The special
servicer is actively marketing the property for sale.

There are two loans in the transaction that maintain their
investment grade credit assessment based on stable performance:
DDR Portfolio (6.3%) and The Boulevard Mall (4%).

The DDR Retail portfolio, the largest loan in the pool (6.3%), is
secured by seven retail properties, with a total of 1.8 million
square feet (sf).  The properties are located in Indiana, Ohio,
California, Virginia and Florida.  Combined third quarter 2006
occupancy was 98% for the portfolio.

The Boulevard Mall (4%) is secured by a 1.2 million sf regional
mall in Las Vegas, Nevada, of which 587,170 sf represents
collateral.  The A note has been divided into two pari passu notes
A-1 ($45.7 million) in this trust and A-2, which is securitized in
GMAC 2003-C2.  The B-Note, a $21.8 million non-pooled portion of
the loan, is also in this trust and collateralizes classes BLVD-1
through BLVD-5.  Occupancy was 95% as of third quarter 2006, up
from 93% at issuance.


GENERAL MOTORS: Shifts 20% of Pension Assets from Stocks to Bonds
-----------------------------------------------------------------
General Motors Corp. said Wednesday it was shifting 20% of its
pension assets to bonds from stocks in a bid to protect the assets
of plans overfunded by $17.1 billion, Reuters reports.

According to the report, the automaker's pension plans will now be
invested about 52% in global bonds, 29% in global equity, 8% in
real estate and 11% in alternative investments.

GM, the source says, had a 15% return on pension assets in 2006,
well ahead of general market performance and an improvement on the
strong 13% return on assets in 2005.

With the shift of asset allocation, Reuters relates that GM
lowered its expected return on assets for 2007 to 8.5%, down from
the previous assumption of a 9% return.

The automaker had undertaken the asset shift at the end of 2006
and early 2007, Reuters says, citing company's Chief Financial
Officer Fritz Henderson.

The shift is intended to reduce the expected volatility of asset
returns in the plan's funded status, and lower the probability of
any future funding requirements," Mr. Henderson said in the
report.

GM, which reported lower net loss for 2006, to $2.0 billion from
a net loss of $10.4 billion in 2005, earlier said that it 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.

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, The Wall Street
Journal said, citing people familiar with the settlement.

                    About General Motors Corp.

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

                          *     *     *

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

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

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


GENERAL MOTORS: DBRS Holds Rating on Long-Term Debt at B Negative
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of General
Motors Corporation and General Motors of Canada Limited at B and
R-5 and the trends remain Negative.

General Motors Corp.'s confirmed ratings:

   * Commercial Paper  Confirmed R-5 Neg

   * Convertible Debentures Confirmed B Neg

   * Ind. Dev. Empower. Zone Rev. Bds., S2004 (Issued by NYC Ind.
     Dev. Agency, Guar. by GMC) Confirmed B Neg

   * Long-Term Debt  Confirmed B Neg

General Motors of Canada Limited confirmed ratings:

   * Commercial Paper Confirmed R-5 Neg
   * Long-Term Debt Confirmed B Neg

The rating actions reflect the fact that GM's financial profile
remains weak despite improved results at its North American
automotive operations.  The Negative trends indicate that the
company continues to face considerable headwinds in its recovery.

GM has reported stronger results for the fourth quarter of 2006,
reflecting the progress made by the company in restructuring its
Automotive business, particularly in North America where the
company's Automotive operations were profitable again.  Net
income, excluding special items, at GMNA, its problematic segment,
was almost breakeven compared with a $1.4 billion loss in the
prior-year period.  The progress in structural cost reductions
was the key driver, and an improved product mix was also a
contributing factor.

However, unit volume sales continued to decline and the resultant
low capacity utilization remains a concern.  GM was also affected
by a loss at GMAC LLC, its former wholly owned finance subsidiary.  
Weaknesses in the "sub-prime" mortgage market in the United States
have depressed the performance of the mortgage operations of GMAC,
which reported a large loss for the quarter.  GM achieved positive
operating cash flow, on an adjusted basis, for the quarter,
another favourable development.  Liquidity at the company
remains above average, with $26.4 billion in cash and short-term
marketable securities at the end of 2006.  DBRS believes that GM
should have no problem funding its normal operations and
restructuring initiatives.

GM sold a 51% interest of GMAC LLC to a consortium led by Cerberus
Capital Management on Nov. 30, 2006. As a result of the weak
performance at GMAC, GM will refund approximately $1 billion to
GMAC, in the form of a capital contribution, to restore GMAC's
adjusted tangible equity balance as of Nov. 30, 2006 to the
$14.4 billion level that was agreed upon in the sale agreement.  
DBRS believes that this unexpected payment, although a negative,
would not have a material impact on the company's ability to meet
its funding needs.

GM has also announced that it has restated its stockholders'
equity as of Dec. 31, 2001 by $245 million related to deferred tax
liabilities and taxation of foreign currency transactions. In
addition, the company had also restated its financial statements
for 2002 through to the third quarter of 2006, largely due to
hedge accounting.  The adjustments had no impact on cash flow for
any of the restated periods.  However, similar to last year, these
restatements may lead to issues with various existing financing
agreements such as sale/leasebacks and leases.  Nevertheless, DBRS
believes that, based on the experience in 2006, the current
restatements are not likely to cause problems for GM.

Despite the recent improvement, DBRS notes that the company's
financial profile remains weak.  GM still faces significant
headwinds to turn around its North American Automotive operations.
Challenges affecting GM include:

   1. Labour negotiations at Delphi Corporation, GM's largest
      parts supplier and a former subsidiary, are still ongoing,
      although labour tension at Delphi has eased significantly
      recently, reducing the odds of an extended strike but the
      risk still exists.

  2. GMNA has been ineffective in stopping its market share
     decline.  Stabilizing market share is critical to GMNA's
     turnaround.

  3. Capacity utilization at GMNA remains unsatisfactory despite
     its ongoing downsizing efforts.

  4. The large legacy cost burden, high wage rates and employee
     benefit costs and the costly "jobs bank" for temporarily laid
     off workers make GMNA one of the highest cost automobile
     manufacturers. The restrictive labour contract and a large
     number of inflexible production lines also limit GMNA's
     ability to improve operating efficiency.

  5. GMNA used to benefit from price concessions from suppliers.  
     With weakening financial health at most parts suppliers, as
     evidenced by a number of bankruptcy filings recently, further
     price concessions would be difficult to achieve.

Moreover, prices from some weak suppliers are more likely to rise
to protect the supply base.  In addition, the continuing high
commodity prices further add to GMNA's cost base.

DBRS notes that there are a number of positive developments
supporting the current ratings.  GM is on track to achieve
its structural cost reduction target of $9 billion in 2007.  
The reception of the new models has been encouraging, and a
strengthening product cadence should help GM to stabilize its
market share.  The company continues to have an above-average
liquidity position.

DBRS notes that, going forward, GM's ratings are largely
dependant on the continuing progress at GMNA, which has become
more difficult due to the high risk of a slowdown in vehicle
demand in North America due to a sharp decline in the housing
market, still-high gasoline prices and high interest rates.  The
upcoming contract negotiations with the UAW in September 2007
will be another key event affecting GMNA.  A lack of meaningful
progress in GMNA would likely lead to downgrades of the current
ratings.


GLACIER FUNDING: Fitch Holds BB Rating on $4 Mil. 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'; and
   -- $4,000,000 class D notes 'BB'.

Glacier II is a collateralized debt obligation 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 as of the most recent
trustee report dated Feb. 8, 2007.  All overcollateralization
ratios have increased slightly since Fitch's last review and
remain passing their minimum covenants.  The interest coverage
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.


GOODYEAR TIRE: Jamaican Unit Reports $120 Million in Losses
-----------------------------------------------------------
Goodyear Jamaica Ltd., The Goodyear Tire & Rubber Co.'s Jamaican
subsidiary, has lost an estimated $120 million from the recent
fire at its Spanish Town Road plant, Radio Jamaica reports.

Goodyear Jamaica said in its audited financial statements for
2006 that inventories totaling $120 million and office equipment
that cost $250,000 were lost in the fire.

Goodyear Jamaica told Radio Jamaica that the inventories and
office equipment were insured through Goodyear Tire's Global
Insurance Policy.

Goodyear Jamaica's revenue increased by $122 million to
$1.3 billion in 2006, from 2005.  However, a 20% boost in the cost
of sales brought down its profit to $25.2 million in 2006,
compared to US$73 million in 2005, Radio Jamaica states.

             About The Goodyear Tire & Rubber Company

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest  
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
Goodyear Tire has marketing operations in almost every country
around the world including Chile, Colombia, Guatemala and Peru in
Latin America.  Goodyear employs more than 80,000 people
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Moody's Investors Service affirmed Goodyear Tire & Rubber
Company's Corporate Family Rating of B1.  Ratings on Goodyear's
existing secured and unsecured obligations were also affirmed as
was the company's Speculative Grade Liquidity rating of SGL-2.  
The outlook was reverted to stable from negative.

As reported in the Troubled Company Reporter on Jan. 9, 2007,
Fitch Ratings affirmed ratings for The Goodyear Tire & Rubber
Company including its 'B' Issuer Default Rating and removed the
ratings from Rating Watch Negative.  

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' ratings on
the class A-1 and A-2 certificates from the $46 million Corporate
Backed Trust Certificates Goodyear Tire & Rubber Note-Backed
Series 2001-34 Trust.  The ratings were removed from CreditWatch,
where they were placed with negative implications on Oct. 24,
2006.


GOODYEAR TIRE: Names Kramer as North American Tire Biz President
----------------------------------------------------------------
Richard J. Kramer has been appointed president of the Goodyear
Tire & Rubber Company's North American Tire unit, effective
immediately.  Mr. Kramer succeeds Jonathan D. Rich, 51, who is
leaving the company to pursue other leadership options.  Currently
executive vice president and chief financial officer for Goodyear,
Mr. Kramer, 43, also will continue as CFO until the company names
a replacement.

The company disclosed that Jonathan D. Rich was leaving the
company to pursue other leadership options.  Mr. Rich had served
as President of the company's North American Tire unit since
December 2002.

Mr. Kramer joined Goodyear in March of 2000 and was elected an
officer of the company as vice president, corporate finance.  He
became vice president of finance for the North American Tire
business in July of 2002 and was promoted to senior vice
president, strategic planning and restructuring in August of 2003.  
In May of 2004 Kramer became chief financial officer.

"Rich Kramer has demonstrated outstanding business leadership at
every level in his career and has earned the respect of his peers,
his associates and Wall Street," Robert J. Keegan, Goodyear
chairman and chief executive officer, said.  "Rich became our
chief financial officer under very challenging circumstances, made
courageous value-creating decisions, recruited top talent, and
built a strong finance team."

Mr. Keegan said that in Mr. Kramer's time in North American Tire
as that business' chief financial officer, he helped build the
business platforms for our improvement.  "He knows the business,
knows the customers and understands the challenges," Mr. Keegan
said.  "I believe Rich is the ideal leader to take the North
American Tire business to the next level of performance.

"At the same time, I want to thank Jon Rich for his outstanding
service to the company and the significant contributions that he
made in helping to create the foundation for the future success of
the North American business," Mr. Keegan added.  "Jon assembled a
strong, capable team that has earned the respect of our customers
in a challenging environment."

Mr. Rich was elected president of Goodyear Chemical in August of
2001 after joining the company in September of 2000.  He was named
president of North American Tire in December of 2002.  Prior to
joining Goodyear, Mr. Rich served in various senior management
roles at General Electric where he worked for 18 years.

A native of Cleveland, Mr. Kramer received a bachelor of science
in business administration degree from John Carroll University in
Cleveland in 1986.  Prior to joining Goodyear he spent 13 years
with PricewaterhouseCoopers.

             About The Goodyear Tire & Rubber Company

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest  
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
Goodyear Tire has marketing operations in almost every country
around the world including Chile, Colombia, Guatemala and Peru in
Latin America.  Goodyear employs more than 80,000 people
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Moody's Investors Service affirmed Goodyear Tire & Rubber
Company's Corporate Family Rating of B1.  Ratings on Goodyear's
existing secured and unsecured obligations were also affirmed as
was the company's Speculative Grade Liquidity rating of SGL-2.  
The outlook was reverted to stable from negative.

As reported in the Troubled Company Reporter on Jan. 9, 2007,
Fitch Ratings affirmed ratings for The Goodyear Tire & Rubber
Company including its 'B' Issuer Default Rating and removed the
ratings from Rating Watch Negative.  

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' ratings on
the class A-1 and A-2 certificates from the $46 million Corporate
Backed Trust Certificates Goodyear Tire & Rubber Note-Backed
Series 2001-34 Trust.  The ratings were removed from CreditWatch,
where they were placed with negative implications on Oct. 24,
2006.


GRANITE BROADCASTING: Court Okays Assumption of ImagePlus Deal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Granite Broadcasting Corp. and its debtor-affiliates
permission to assume the ImagePlus Agreement.

In the ordinary course of business, the Debtors enter into
certain advertising representation agreements with companies that
procure advertising to be broadcast on the Debtors' television
stations.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York states that one example of this is the ImagePlus
Agreement dated Jan. 11, 2006.

New Revenue Solutions, LLC, a company engaged in the business of
marketing, advertising plans, and advertising strategies for
television stations, agreed with the Debtors to provide
advertising representation for WEEK-TV License, Inc., the
Debtors' station in Peoria, Illinois.

Accordingly, the Debtors first entered into the Agreement with
NRS in February 2005 and renewed the Agreement in January 2006.

The Debtors estimate that WEEK has generated approximately
$1,900,000 in new local advertising revenue from its association
with NRS, notes Mr. Dizengoff.

Pursuant to the Agreement, NRS receives an annual commission, in
12 monthly installments, of 15% of the net revenues produced by
NRS' "ImagePlus" advertising program.

According to Mr. Dizengoff, as of the Petition Date, the Debtors
owed NRS a cure payment for $16,310 for commissions.

Upon review of the Agreement, the Debtors believe that the
relationship established with NRS and the services NRS provides
under the Agreement are essential to the continued success of
WEEK.

The Debtors derive their revenues primarily from local, regional,
and national advertising on their Stations and maintaining
relationships with advertising representative firms, like NRS, is
critical to their continued operation and future success, Mr.
Dizengoff notes.

The Debtors submit that the Cure Payment will fully satisfy their
obligations under Sections 365(b) of the Bankruptcy Code to cure
any outstanding prepetition defaults.

In addition, NRS is provided "adequate assurance" of performance
given the debtors entry into its postpetition financing with
Silver Point Finance, LLC, and available cash -- both of which
provide the Debtors with the necessary liquidity to continue to
perform under the Agreement, Mr. Dizengoff asserts.

"The Debtors believe no further adequate assurance is warranted,"
says Mr. Dizengoff.

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or 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 approximately 6% 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.  (Granite
Broadcasting Corp. Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).

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


GRANITE BROADCASTING: Can Assume Pistons Broadcast Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Granite Broadcasting Corp. and its debtor-affiliates
permission to assume the Pistons Broadcast Agreement.

On July 1, 2004, WDWB-TV 4 entered into a television broadcast
agreement with the Detroit Pistons Basketball Company.  The
Pistons own and operate a National Basketball Association
franchise that plays its home games in the Detroit area.

Pursuant to the Broadcast Agreement, the Pistons granted the
Station live, over-the-air broadcast rights for all of the
Pistons' games that are available for over-the-air broadcasts --
as permitted by the NBA -- up to a maximum of 43 games per
season.

The term of the Broadcast Agreement is set to expire June 30,
2007, and the Debtors are currently engaged in negotiations to
renew the Broadcast Agreement for another term.  Although the
Broadcast Agreement contains options to renew, these options are
at the discretion of the Pistons.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, notes that Section 365(a) of the Bankruptcy Code
provides, in pertinent part, that a debtor-in-possession "subject
to the court's approval, may assume or reject any executory
contract or unexpired lease of the debtor."

Under the Broadcast Agreement, the Pistons have paid -- and will
pay -- the Station $32,009 per game for the 30 games aired on the
Station in the 2006 to 2007 season.

In addition, the Station sells a two-minute commercial break
leading into the games, which will result in approximately
$200,000 in additional revenue during the 2006 to 2007 season.

In sum, the Debtors estimate the aggregate revenue generated
under the Broadcast Agreement for the 2006 to 2007 season will be
approximately $1,160,000.

"The costs borne by the Debtors by performing under the Broadcast
Agreement (estimated to be $233,500), pale in comparison to the
revenue," says Mr. Dizengoff.

Furthermore, broadcasting the Pistons' games has provided the
Debtors with significant unquantifiable benefits, Mr. Dizengoff
explains.

Through its obligations under the Broadcast Agreement and
sponsorship of various programs related to the Pistons, the
Station has expanded its audience base and entrenched itself in
the local community.

Mr. Dizengoff adds that under the Broadcast Agreement, the
Station is promoted through Pistons' ads in various cable,
newspaper, Internet, and in-game media.  The association with the
Pistons has opened the door to advertisers and agencies that
previously did not advertise on the Station.

Given the expiration of the Broadcast Agreement at the end of the
2006 to 2007 season, it is imperative that the Station assume the
Broadcast Agreement at this time, assuring the Pistons that they
have a broadcast partner who will continue to meet its
obligations under the Broadcast Agreement, Mr. Dizengoff asserts.

In addition, because there has been no default under the
Broadcast Agreement, no "cure" payment will be required to
effectuate the assumption of that Agreement, as is otherwise
required under Section 365 of the Bankruptcy Code, contends Mr.
Dizengoff.

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or 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 approximately 6% 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.  (Granite
Broadcasting Corp. Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).

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


GRANITE BROADCASTING: Court Extends Removal Period to May 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Granite Broadcasting Corp. and
its debtor-affiliates may file notices of removal with respect
to any pending civil action as of its bankruptcy filing through
and including the earlier of:

    (a) the date an order is entered confirming the Debtors' Plan
        of Reorganization; and

    (b) May 31, 2007.

If a further extension of the time period should be sought, it
must be on notice to the parties of the affected civil actions,
Judge Gropper says.

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or 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 approximately 6% 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.  (Granite
Broadcasting Corp. Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).

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


HOLY CROSS: Moody's Holds B2 Rating on $20 Million Debt
-------------------------------------------------------
Moody's Investors Service has affirmed the B2 bond rating on Holy
Cross Hospital's $20 million of Series 1994 debt issued by the
Illinois Health Facilities Authority.  The outlook remains
positive.

Legal Security: The bonds are secured by a security interest in
the unrestricted receivables of the obligated group, which
consists solely of the hospital. There is no mortgage or property
security pledge. Debt service reserve fund maintained.

Interest Rate Derivatives: None.

Strengths

    * Holy Cross benefits from expanded state subsidy programs,
      which have contributed to significantly improved operating
      results in fiscal year (FY) 2006 (5.1% operating cash flow
      margin) that appear to continue through six months FY 2007,
      after years of generally very weak margins

    * Relatively new management team who is committed to making
      needed capital investments in Holy Cross' physical plant.
      Holy Cross received dedicated funding from the State of
      Illinois to fund the renovation of the emergency department

    * Holy Cross management has increased needed capital
      investments over the past two years without the use of
      leases or other debt obligations

    * No other major acute care hospital within a four mile radius

Challenges

    * Low liquidity levels (24 days cash on hand at year-end FY
      2006) do not provide cushion in case of operating
      volatility.  Cash on hand declined to a very weak 8.8 days
      (annualized) at December 31, 2006 due to capital spending, a
      net increase in receivables, and debt payments

    * Location in challenging urban service area with a high
      reliance on Medicaid, which represented nearly 25% of gross
      revenues in FY 2006

    * Average age of plant has increased steadily in recent years,
      measuring an unfavorably high 20 years in FY 2006, as a
      result of modest capital spending in prior years

Recent Developments/Results

The affirmation follows a review of Holy Cross' audited FY 2006
financial statements and unaudited six-month FY 2007 financial
statements.  Operating performance improved materially in FY 2006,
which Moody's views as a key credit positive. In FY 2006, Holy
Cross recorded an operating income of $143,000 (0.1% operating
margin, less the portion of investment income included in
operating revenue) and operating cash flow of $6.2 million (5.1%
operating cash flow margin).  FY 2006 represents Holy Cross' first
year of profitable operations since FY 1998.  In FY 2005, Holy
Cross recorded an operating loss of -$5.3 million (-4.6%) and
operating cash flow of $895,000 (0.8%), excluding $2.4 million in
net revenues received from the state's Medicaid Hospital
Assessment program. I mproved performance generally continues
through six months FY 2007, as Holy Cross recorded a modest
operating loss of -$210,000 (-0.3%) through the interim period.

Holy Cross' improved operating performance is the result of a
number of factors, including:

    * a favorable prior year cost report settlement of
      $1.5 million in FY 2006, compared to a negative settlement
      of -$137,000 in FY 2005;

    * Safety Net Adjustment Payments (SNAP) from the state
      increased to $4.5 million in FY 2006 from $3.0 million in FY
      2005, the year the program commenced;

    * increased outpatient imaging volumes;

    * improved coding, which contributed to modest case mix
      increases in FY 2006 and interim FY 2007;

    * revenue cycle improvement, as accounts receivable decreased
      to 51 days in FY 2006 from 55 days in FY 2005;

    * expense growth controls as operating expenses increased
      approximately 1% in FY 2006 and 4% in interim FY 2007, in
      part due to the conversion to a defined contribution pension
      plan; and

    * surgical volume growth in FY 2006 after years of decline,
      although Moody's notes that surgeries decreased through six
      months FY 2007.

Despite improved operating results, Holy Cross' absolute
unrestricted liquidity declined in FY 2006 and through six months
FY 2007, which Moody's views as a key credit concern.  
Unrestricted cash and investments measured $7.6 million at fiscal
year end (FYE) 2006, translating to very modest 24 days cash on
hand and thin 28% cash-to-debt, compared to $9.4 million at FYE
2005 (30 days cash, 33% cash-to-debt).  Through six months FY 2007
at December 31, 2006, unrestricted cash and investments declined
to $2.9 million or very weak 8.8 days cash (annualized) and 11%
cash-to-debt.  Management attributes the decline in cash in
interim FY 2007 to capital spending ($1.7 million), a net increase
in patient receivables ($1.7m) primarily resulting from delays in
Medicaid payments due to a change in billing system that largely
has been remedied, an increase in third-party settlement
receivables ($754,000), and principal payments on debt ($540,000).

Management expects unrestricted cash and investments to increase
materially through the current fiscal year and approach $10
million by FYE 2007.  Increased cash by FYE 2007 will be the
result of decreased patient receivables and receipt of state
subsidy payments from the Medicaid Assessment, SNAP, and Community
Hospital Payment (CHAP) programs.  Moody's also expects Holy
Cross' balance sheet to benefit from restricted state funding from
a capital grant to be used to renovate the emergency department.

To date, Holy Cross has received $3.5 million in restricted cash
from the state to support the ED project and an additional $3.4
million is expected by FYE 2007.  Moody's notes that management
expects to maintain (although not grow) absolute liquidity in FY
2008 as increased cash flows are expected to support additional
capital spending needs.  While Moody's has concerns regarding Holy
Cross' modest liquidity position, Moody's notes favorably
management's commitment to reinvest in the hospital's physical
plant.

As noted, Holy Cross benefits from a number of state subsidy
programs.  The state recently reinstated the Medicaid Assessment
program, from which Holy Cross is expected to receive $6.2 million
in total net payments in FY 2007, a portion of which is to
reimburse the hospital for FY 2006 ($3.1 million in net payments
were received in February 2007).  The current Medicaid Assessment
program is a three-year agreement and Holy Cross expects to
receive $3.1 million per year under the current formula.  Hospital
management expects to receive $3.7 million in total CHAP payments
in FY 2007, the first dollars of which are scheduled to be
received in early March 2007.  Management anticipates receiving
approximately $3 million per year in annual CHAP payments.  The
SNAP program commenced in FY 2005 and does not expire.  Management
expects to receive $4.5 million in annual SNAP payments, including
in FY 2007.  While Holy Cross' cash flows depend heavily on
subsidies, these programs, as well as the state's funding of the
ED renovation, demonstrate the state's commitment to Holy Cross as
an essential safety net provider in its service area.
Outlook

The positive outlook reflects Moody's belief that Holy Cross will
maintain improved operating performance as a result of added state
subsidies and other operational improvements implemented under the
current management team.  Moody's believes improved operating
performance ultimately will benefit Holy Cross' liquidity ratios,
although we note that absolute cash growth likely will be
moderated by Holy Cross' still modest cash flow generation and
management plans to make needed capital investments.  The
additional state funding is a key factor in the positive outlook
as it demonstrates the state's commitment to Holy Cross as an
essential safety net provider.

What could change the rating -- UP

Continuation of improved cash flow generation; improved and stable
liquidity position; patient volume growth combined with a payer
mix shift that decreases dependency on Medicaid and self-pay
volumes

What could change the rating -- DOWN

Moderated liquidity ratios; material reduction in net payments
from state subsidy programs; reversion to weaker operating
margins; increase in debt without commensurate increase in cash
flow generation or cash position

Key Indicators

Assumptions & Adjustments:

    - Based on Holy Cross Hospital Consolidated Financial Report

    - First number reflects audited FY 2005 for the year ended
      June 30, 2005

    - Second number reflects audited FY 2006 for the year ended
      June 30, 2006

    - Net revenue from Medicaid Hospital Assessment program
      excluded from FY 2005 results

    - Holy Cross has a bank note with $1.3 million outstanding at
      FYE 2006 (due October 2009).  The MADS calculations assume
      payments on this note are smoothed evenly between 2006 and
      2025 at $99,000 per year

    - Investment returns reclassified to non-operating revenue and
      smoothed at 6%

* Inpatient admissions: 10,744; 10,817

* Total operating revenues: $114.0 million; $121.0 million

* Moody's-adjusted net revenues available for debt service:
  $1.5 million; $6.6 million

* Total debt outstanding: $28.7 million; $27.1 million

* Maximum annual debt service (MADS): $3.4 million; $2.8 million

* MADS Coverage with reported investment income: 0.32 times;
  2.34 times

*Moody's-adjusted MADS Coverage with normalized investment income:
0.44 times; 2.38 times

* Debt-to-cash flow: -63.38 times; 5.64 times

* Days cash on hand: 29.7 days; 23.9 days

* Cash-to-debt: 32.6%; 28.1%

* Operating margin: -4.6%; 0.1%

* Operating cash flow margin: 0.8%; 5.1%

Rated Debt (debt outstanding as of June 30, 2006)

Issued through Illinois Health Facilities Authority:

    - Series 1994 Hospital Revenue Bonds ($20.3 million
      outstanding), rated B2


HUNTER FAN: Moody's Lowers Corporate Family Rating to B2
--------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
Hunter Fan Company to B2 from B1, and affirmed the company's B2
probability of default rating.

In addition, Moody's assigned a B2 corporate family rating and
probability of default rating to Coolbreeze Acquisition Corp., the
entity being formed to facilitate the acquisition of Hunter Fan
Company, a B1 rating to the $220 million of new secured first-lien
credit facilities and a Caa1 rating to the proposed new $75
million second-lien term loan facility.  The rating outlook is
stable.  The ratings assigned are subject to no material change in
the terms and conditions of the financing as advised to Moody's.

Proceeds from the $295 million of new credit facilities will be
used to fund the acquisition of Hunter Fan by affiliates of
MidOcean Partners, including refinancing the existing $150 million
term loan and $50 million revolving credit facilities (currently
rated Ba3 by Moody's).  The initial borrower under the proposed
facilities will be Coolbreeze Acquisition Corp, an entity
established by MidOcean Partners to facilitate the acquisition.  
It is expected that as soon as practical after closing that Hunter
Fan Company will assume the obligations under the new credit
facilities. Upon closing of this transaction, Moody's expects to
withdraw ratings on the existing first lien credit facilities.

The downgrade of Hunter Fan Company's corporate family rating
reflects the increased leverage of the company following the
proposed acquisition, and negative impact on its leverage and
interest coverage metrics to levels consistent with a B2 rating.  
The ratings also reflect the company's moderate scale in the home
furnishing/small appliance market, and high customer concentration
with major home improvement retail chains.  These aspects are
partly mitigated by the company's leading market position in the
branded ceiling fan industry under the "Hunter" and "Casablanca"
brand names, the ability of the company to expand its product
offerings away from reliance on the ceiling fan market, and
experienced operating management who will remain with the company
following this transaction.

The B1 rating assigned to the first lien credit facilities
reflects the company's probability of default rating of B2 and its
loss given default assessment of LGD 3 (35%), and reflects these
facilities' first lien position on the assets of the company and
the level of junior capital support from unsecured creditors and
the proposed second lien facility.  The Caa1 rating for the second
lien credit facilities reflects the company's probability of
default rating of B2 and the loss given default assessment of LGD
5 (84%) which reflects the junior ranking of the second lien
facility to the first lien credit facilities.  The affirmation of
the PDR of B2 reflects the introduction of the second lien term
loan into the capital structure of this transaction.

These ratings were assigned:

Coolbreeze Acquisition Corp.

    * $145 million first-lien secured term loan at B1
      (LGD 3 - 35%)

    * $15 million first-lien secured delayed draw term loan at B1
      (LGD 3 -- 35%)

    * $60 million first-lien secured revolving credit facility at
      B1 (LGD 3 -- 35%)

    * $75 million second-lien secured term loan at Caa1
      (LGD 5 -- 84%)

    * Corporate Family and Probability of Default Ratings at B2

This rating was lowered:

Hunter Fan Company -- Corporate Family Rating to B2 from B1

This rating was affirmed:

Hunter Fan Company -- Probability of Default Rating -- B2

Hunter Fan Company headquartered in Memphis, Tennessee, designs,
engineers, sources and markets ceiling fans, home comfort
appliances, and lighting products primarily under the "Hunter" and
"Casablanca" brands.


ILLINOIS HEALTH: Fitch Lifts Rating on $15 Million Bonds to BB+
---------------------------------------------------------------
Fitch Ratings upgrades the Illinois Health Facilities Authority's
approximately $15 million revenue refunding bonds, series 1998
(Midwest Physician Group Ltd.) to 'BB+' from 'BB'.  The Rating
Outlook is Stable.

The rating upgrade reflects the requirement that Midwest Physician
Group make debt service payments prior to payment of physician
distribution which results in strong coverage of maximum annual
debt service, MPG's position as the leading osteopathic medical
group in the Chicago land area and the relative stability in MPG
physician staffing.  Under the 1994 bond documents, MPG is
required to make monthly principal and interest payments to the
bond trustee.  Payments or distributions to physicians are
restricted to the extent such payment would cause income available
for debt to fall below 1.1 times (x).  When including the total
amount of physician distributions into revenues available for debt
service from years 2002-2006, coverage of MADS ranged between 7.2x
and 8.9x .

Assuming payment of physician distributions causes coverage of
MADS to drop to 0.1x to 1.5x over the same time frame.  In fact, a
rate covenant violation originally reported by the auditors in
fiscal 2003 was due to an incorrect calculation.  MPG was started
in 1975 as a division of the Chicago College of Osteopathic
Medicine. Many of MPG physicians have faculty positions at
Midwestern University's School of Osteopathic Medicine.  Fitch
believes MPG's position as the largest osteopathic physician
clinic provides certain advantages in attracting and retaining
osteopathic physicians.  Since fiscal 2003, the total number of
physicians has been very stable at around 80-85 doctors with
roughly 30 primary care physicians, 45-50 specialists and five-to-
eight mid-level providers.

A higher rating is precluded due to MPG declining liquidity
position combined with a belief that MPG financials are subject to
greater risk from physician departures and managed care
contracting pressures.  At Dec. 31, 2006 MPG had $7.8 million of
unrestricted cash and investments (65 days cash on hand) which was
down from $11.3 million in fiscal 2002 (99 days cash on hand).
Management expects to spend $1.9 million during fiscal 2007 to
expand the Orland Park surgi-center which will further reduce
MPG's liquidity.  Fitch believes that the risk profile of MPG is
greater relative to our investment grade portfolio.  Year to year
physician recruitment and retention and changes in manage care
contracts can have a much greater affect on MPG credit profile
than is typical in Fitch's investment grade portfolio.

Fitch's Stable Outlook reflects the expectations that MPG will
maintain stable staffing levels and that liquidity should
stabilize around 60-70 days of cash on hand.  MPG recently hired a
recruitment coordinator to formalize identification and
recruitment of physician and medical staff.

MPG is an 81-physician, independent, multi-specialty, physician
practice group with various locations in the south and southwest
Chicago markets.  Although not required under MPG bond document,
management provides quarterly disclosure to investors including a
balance sheet, income statement and selected utilization data
which is viewed positively by Fitch.


INDIAN CREEK: Chap. 7 Trustee Hires Kokjer Peirotti as Accountants
------------------------------------------------------------------
The U.S. Bankrupt Court for the Northern District of California
allowed John W. Richardson, the Chapter 7 Trustee overseeing the
liquidation of Indian Creek Vineyard Estates, LLC, to employ
Kokjer, Peirotti, Maiocco & Duck LLP, as his accountants.

The firm is expected to advise the Trustee regarding the
preparation of the Debtor's tax returns.

Richard Peirotti and Charles Duck Jr., Senior Managers, will bill
$310 per hour this engagement.  The firm's other professionals
rate:

     Designation              Hourly Rate
     -----------              -----------
     Senior Manager              $230
     Senior Accountant           $190
     Senior Staff Accountant     $170
     Staff Accountant            $145

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

Mr. Pierotti can be reached at:

     Richard Peirotti, CPA
     Kokjer, Pierotti, Maiocco & Duck LLP
     351 California Street, Suite 300
     San Francisco, California 94104
     Tel: (415) 981-4224
     http://www.kpmd.com/

Headquartered in Carmel Valley, California, Indian Creek Vineyard
Estates, LLC, filed for chapter 11 protection on June 14, 2006
(Bankr. N.D. Ca. Case No. 06-51053).  Henry B. Niles, Esq.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's bankruptcy proceedings.  The Debtor's schedules show
total assets of $17,011,000 and total debts of $6,868,740.
On Dec. 22, 2006, the Court converted the Debtor's chapter 11 case
to a chapter 7 liquidation.  John W. Richardson was appointed as
the Debtor's chapter 7 trustee.  Charles P. Maher, Esq., at Luce,
Forward, Hamilton and Scripps, represents Mr. Richardson.


INDYMAC HOME: Fitch Rates $14 Mil. Class M-11 Certificates at BB
----------------------------------------------------------------
Fitch rates IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
series INABS 2007-A:

   -- $996,450,000 classes 1A, 2A-1 through 2A-3, 2A4-a and 2A4-
      'AAA';

   -- $48,750,000 class M-1 'AA+';
   
   -- $60,450,000 class M-2 'AA';
   
   -- $21,450,000 class M-3 'AA-';
   
   -- $26,000,000 class M-4 'A+';
   
   -- $22,100,000 class M-5 'A';
   
   -- $13,650,000 class M-6 'A-';
   
   -- $17,550,000 class M-7 'BBB+';
   
   -- $11,700,000 class M-8 'BBB';
   
   -- $15,600,000 class M-9 'BBB-';
   
   -- $20,800,000 non-offered class M-10 'BB+'; and
   
   -- $14,300,000 non-offered class M-11 'BB'.

The 'AAA' rating on the senior certificates reflects the 23.35%
total credit enhancement provided by the 3.75% class M-1, 4.65%
class M-2, 1.65% class M-3, 2% class M-4, 1.70% class M-5, 1.05%
class M-6, 1.35% class M-7, 0.90% class M-8, 1.20% class M-9,
1.60% non-offered class M-10, 1.10% non-offered class M-11, and
2.40% initial overcollateralization (OC).

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the capabilities of
IndyMac Bank, F.S.B. as a servicer and Deutsche Bank National
Trust Company as a trustee.

The certificates are supported by two groups of mortgage loans.
The aggregate mortgage pool consists of first and second lien
fixed-rate mortgage and adjustable-rate mortgage loans, with a
closing date pool balance of approximately $1.18 billion.  On the
closing date, the depositor will deposit approximately $120
million into a pre-funding account.  The amount in this account
will be used to purchase subsequent mortgage loans after the
closing date and on or prior to April 13, 2007.

IndyMac MBS, Inc., the depositor, purchased the mortgage loans
from IndyMac Bank, F.S.B., the mortgage loan seller, and caused
the mortgage loans to be assigned to the trustee for the benefit
of holders of the certificates.


INDYMAC INDX: S&P Up Rating on Series 2004-AR10 Class B-4 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes of mortgage-backed certificates from four IndyMac INDX
Mortgage Loan Trust transactions.  At the same time, ratings on
classes from various IndyMac INDX Mortgage Loan Trust deals were
affirmed.

The upgrades reflect rapid prepayments and good performance of the
mortgage loan pools.  All of the series with raised ratings have
paid down to less than 41% of their original pool sizes.  
Projected credit support percentages range from 1.74x to 2.40x the
levels associated with the higher rating categories and should be
sufficient to support the certificates at the higher rating
levels.  Cumulative realized losses are very low for all of the
upgraded series, with a maximum of 0.03% of the original pool
balances (for series 2004-AR6), while total delinquencies ranged
from 6.40% (series 2004-AR10) to 8.59% (series 2004-AR3) of the
current pool balances.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings on the certificates.

The predominant form of credit support protecting the affirmed
certificates from losses is subordination, with the exception of
series 2004-AR9, 2006-AR2, 2006-AR4, 2006-AR6, 2006-AR8, 2006-
AR12, 2006-AR15, 2006-AR21, and 2006-AR27, which have additional
support from overcollateralization and excess interest.

As of the February 2007 distribution period, 90-plus-day
delinquencies (including REOs and foreclosures) ranged from 0.29%
to 4.21%.  The mortgage loans in all 60 series have experienced
very low losses.

The underlying collateral for these transactions consist mostly of
five loan groups of one- to four-family, conventional, first-lien,
adjustable- or fixed-rate, fully amortizing, residential mortgage
loans.

                             Ratings Raised
   
                    IndyMac INDX Mortgage Loan Trust
                   Mortgage pass-through certificates

                                          Rating
                                          ------
                    Series      Class   To      From
                    ------      -----   --      ----
                    2004-AR3    B-1     AA+     AA
                    2004-AR3    B-2     A+      A
                    2004-AR3    B-3     BBB+    BBB
                    2004-AR6    B-1     AA+     AA
                    2004-AR6    B-2     A+      A
                    2004-AR10   B-1     AA+     AA
                    2004-AR10   B-2     A+      A
                    2004-AR10   B-3     BBB+    BBB
                    2004-AR10   B-4     BB+     BB
                    2004-AR11   B-1     AA+     AA
   
                          Ratings Affirmed
   
                  IndyMac INDX Mortgage Loan Trust

           Series        Class                     Rating
           ------        -----                     ------
           2004-AR1      1-A-1,2-A-1,A-X-1,A-X-2   AAA
           2004-AR1      A-R                       AAA
           2004-AR1      B-1                       AA
           2004-AR1      B-2                       A
           2004-AR1      B-3                       BBB
           2004-AR1      B-4                       BB
           2004-AR1      B-5                       B
           2004-AR2      1-A-1,2-A-1,A-X-1,A-X-2   AAA
           2004-AR2      A-R                       AAA
           2004-AR2      B-1                       AA
           2004-AR2      B-2                       A
           2004-AR2      B-3                       BBB
           2004-AR2      B-4                       BB
           2004-AR2      B-5                       B
           2004-AR3      A-1,A-X-1,A-X-2           AAA
           2004-AR3      B-4                       BB
           2004-AR3      B-5                       B
           2004-AR4      1-A,2-A,3-A,A-R           AAA
           2004-AR4      B-1                       AA
           2004-AR4      B-2                       A
           2004-AR4      B-3                       BBB
           2004-AR4      B-4                       BB
           2004-AR4      B-5                       B
           2004-AR5      1-A-1,2-A-1A,2-A-1B       AAA
           2004-AR5      2-A-2,A-X-1,A-X-2,A-R     AAA
           2004-AR5      B-1                       AA
           2004-AR5      B-2                       A
           2004-AR5      B-3                       BBB
           2004-AR5      B-4                       BB
           2004-AR5      B-5                       B
           2004-AR6      1-A,2-A,3-A-1,3-A-2       AAA
           2004-AR6      3-A-3,4-A,5-A-1,5-A-2     AAA
           2004-AR6      6-A-1,6-A-2,A-R           AAA
           2004-AR6      B-3                       BBB
           2004-AR6      B-4                       BB
           2004-AR6      B-5                       B
           2004-AR7      A-1,A-2,A-3,A-4,A-5,A-X   AAA
           2004-AR7      A-R                       AAA
           2004-AR7      B-1                       AA
           2004-AR7      B-2                       A
           2004-AR7      B-3                       BBB
           2004-AR7      B-4                       BB
           2004-AR7      B-5                       B
           2004-AR8      1-A-1,2-A-1,2-A-2A,       AAA
           2004-AR8      2-A-2B,A-X-1,A-X-2,A-R    AAA
           2004-AR8      B-1                       AA
           2004-AR8      B-2                       A
           2004-AR8      B-3                       BBB
           2004-AR8      B-4                       BB
           2004-AR8      B-5                       B
           2004-AR9      1-A,2-A,3-A,4-A,5-A-1     AAA
           2004-AR9      5-A-2,5-A-3,A-R           AAA
           2004-AR9      B-1                       AA+
           2004-AR9      5-M-1                     AA
           2004-AR9      B-2                       A+
           2004-AR9      5-M-2                     A
           2004-AR9      5-M-3,5-M-4,5-M-5,B-3     BBB+
           2004-AR9      B-4                       BB
           2004-AR9      B-5                       B
           2004-AR10     1-A-1,2-A-1,2-A-2A        AAA
           2004-AR10     2-A-2B,A-X-1,A-X-2,A-R    AAA
           2004-AR10     B-5                       B
           2004-AR11     1-A,1-X,2-A,2-X,A-R       AAA
           2004-AR11     B-2                       A
           2004-AR11     B-3                       BBB
           2004-AR11     B-4                       BB
           2004-AR11     B-5                       B
           2004-AR12     A-1,A-2,A-X-1,A-X-2,A-R   AAA
           2004-AR12     B-1                       AA
           2004-AR12     B-2                       A
           2004-AR12     B-3                       BBB
           2004-AR12     B-4                       BB
           2004-AR12     B-5                       B
           2004-AR13     1-A-1,2-A-1,2-A-2,2-A-3   AAA
           2004-AR13     A-R,X                     AAA
           2004-AR13     B-1                       AA
           2004-AR13     B-2                       A
           2004-AR13     B-3                       BBB
           2004-AR13     B-4                       BB
           2004-AR13     B-5                       B
           2004-AR14     1-A-1A,1-A-1B,2-A-1A      AAA
           2004-AR14     2-A-1B,2-A-2A,2-A-2B      AAA
           2004-AR14     A-X-1,A-X-2,A-R           AAA
           2004-AR14     B-1                       AA
           2004-AR14     B-2                       A
           2004-AR14     B-3                       BBB
           2004-AR14     B-4                       BB
           2004-AR14     B-5                       B
           2004-AR15     1-A-1,2-A-1,3-A-1,4-A-1   AAA
           2004-AR15     4-A-2,5-A-1,5-A-2,6-A-1   AAA
           2004-AR15     A-R                       AAA
           2004-AR15     B-1                       AA
           2004-AR15     B-2                       A
           2004-AR15     B-3                       BBB
           2004-AR15     B-4                       BB
           2004-AR15     B-5                       B
           2005-AR1      1-A-1,1-A-2,2-A-1,3-A-1   AAA
           2005-AR1      3-A-2,4-A-1,A-R           AAA
           2005-AR1      B-1                       AA
           2005-AR1      B-2                       A
           2005-AR1      B-3                       BBB
           2005-AR1      B-4                       BB
           2005-AR1      B-5                       B
           2005-AR2      1-A-1,2-A-1A,2-A-1B,      AAA
           2005-AR2      2-A-2A,2-A-2B,2-A-3       AAA
           2005-AR2      2-A-4,A-X-1,A-X-2,A-R     AAA
           2005-AR2      B-1                       AA
           2005-AR2      B-2                       A
           2005-AR2      B-3                       BBB
           2005-AR2      B-4                       BB
           2005-AR2      B-5                       B
           2005-AR3      1-A-1,2-A-1,3-A-1,3-A-2   AAA
           2005-AR3      3-X,4-A-1,4-A-2,5-A-1     AAA
           2005-AR3      5-A-2,A-R                 AAA
           2005-AR3      B-1                       AA
           2005-AR3      B-2                       A
           2005-AR3      B-3                       BBB
           2005-AR3      B-4                       BB
           2005-AR3      B-5                       B
           2005-AR4      1-A-1,2-A-1A,2-A-1B       AAA
           2005-AR4      2-A-2,A-X-1,A-X-2,A-R     AAA
           2005-AR4      B-1                       AA
           2005-AR4      B-2                       A
           2005-AR4      B-3                       BBB
           2005-AR4      B-4                       BB
           2005-AR4      B-5                       B
           2005-AR5      1-A-1,1-A-2,2-A-1,2-A-2   AAA
           2005-AR5      2-A-3,3-A-1,4-A-1,A-R     AAA
           2005-AR5      B-1                       AA
           2005-AR5      B-2                       A
           2005-AR5      B-3                       BBB
           2005-AR5      B-4                       BB
           2005-AR5      B-5                       B
           2005-AR6      1-A-1,1-A-2,1-A-3,2-A-1   AAA
           2005-AR6      2-A-2,A-X-1,A-X-2,A-R     AAA
           2005-AR6      B-1                       AA+
           2005-AR6      B-2                       AA-
           2005-AR6      B-3                       BBB
           2005-AR6      B-4                       BB
           2005-AR6      B-5                       B
           2005-AR7      1-A-1,2-A-1,3-A-1,3-A-2   AAA
           2005-AR7      3-A-3,4-A-1,5-A-1,6-A-1   AAA
           2005-AR7      7-A-1,A-R                 AAA
           2005-AR7      B-1                       AA+
           2005-AR7      B-2                       A+
           2005-AR7      B-3                       BBB+
           2005-AR7      B-4                       BB
           2005-AR7      B-5                       B
           2005-AR8      1-A-1,2-A-1A,2-A-1B       AAA
           2005-AR8      2-A-2,A-X-1,A-X-2,A-PO    AAA
           2005-AR8      A-R                       AAA
           2005-AR8      B-1                       AA
           2005-AR8      B-2                       A
           2005-AR8      B-3                       BBB
           2005-AR8      B-4                       BBB-
           2005-AR8      B-5                       BB
           2005-AR8      B-6                       B
           2005-AR9      1-A-1,2-A-1,3-A-1,4-A-1   AAA
           2005-AR9      4-A-2,4-A-3,4-A-4,5-A-1   AAA
           2005-AR9      6-A-1,A-R                 AAA
           2005-AR9      B-1                       AA
           2005-AR9      B-2                       A
           2005-AR9      B-3                       BBB
           2005-AR9      B-4                       BB
           2005-AR9      B-5                       B
           2005-AR10     A-1,A-2,A-3,A-X,A-R       AAA
           2005-AR10     B-1                       AA+
           2005-AR10     B-2                       AA
           2005-AR10     B-3                       AA-
           2005-AR10     B-4                       A
           2005-AR10     B-5                       BBB+
           2005-AR10     B-6                       BBB
           2005-AR10     B-7                       BBB-
           2005-AR10     B-8                       BB
           2005-AR10     B-9                       B
           2005-AR11     A-1,A-2,A-3,A-4,A-5,A-6   AAA
           2005-AR11     A-7,A-R                   AAA
           2005-AR11     B-1                       AA+
           2005-AR11     B-2                       AA-
           2005-AR11     B-3                       BBB+
           2005-AR11     B-4                       BB
           2005-AR11     B-5                       B
           2005-AR12     1-A-1,2-A-1A,2-A-1B,      AAA
           2005-AR12     2-A-1C,2-A-2,A-X-1,A-X-2  AAA
           2005-AR12     A-PO,A-R                  AAA
           2005-AR12     B-1                       AA
           2005-AR12     B-2                       A
           2005-AR12     B-3                       BBB
           2005-AR12     B-4,B-5                   BBB-
           2005-AR12     B-6                       BB
           2005-AR12     B-7                       B
           2005-AR13     1-A-1,1-X,2-A-1,2-A-2,2-X AAA
           2005-AR13     3-A-1,3-A-2,3-X,4-A-1     AAA
           2005-AR13     4-A-2,4-X,5-A-1,5-A-2,5-X AAA
           2005-AR13     A-R                       AAA
           2005-AR13     B-1                       AA
           2005-AR13     B-2                       A
           2005-AR13     B-3                       BBB
           2005-AR13     B-4                       BB
           2005-AR13     B-5                       B
           2005-AR14     1-A-1A,1-A-1B1,1-A-1B2    AAA
           2005-AR14     2-A-1A,2-A-1B,2-A-1C      AAA
           2005-AR14     1-X,2-X,B-X,A-R           AAA
           2005-AR14     B-1                       AA+
           2005-AR14     B-2                       AA
           2005-AR14     B-3                       A+
           2005-AR14     B-4                       A-
           2005-AR14     B-5                       BBB
           2005-AR14     B-6                       BB
           2005-AR14     B-7                       B
           2005-AR15     A-1,A-2,A-3,A-4,A-5,A-R   AAA
           2005-AR15     B-1                       AA+
           2005-AR15     B-2                       AA-
           2005-AR15     B-3                       A-
           2005-AR15     B-4                       BB
           2005-AR15     B-5                       B
           2005-AR16IP   A-1,A-2,A-3,A-R,A-X       AAA
           2005-AR16IP   B-1                       AA
           2005-AR16IP   B-2                       A
           2005-AR16IP   B-3                       BBB+
           2005-AR16IP   B-4                       BBB-
           2005-AR16IP   B-5                       BB
           2005-AR16IP   B-6                       B
           2005-AR17     1-A-1,1-A-2,2-A-1,2-A-2   AAA
           2005-AR17     3-A-1,4-A-1,4-A-2,5-A-1   AAA
           2005-AR17     6-A-1,6-A-2,A-R           AAA
           2005-AR17     B-1                       AA
           2005-AR17     B-2                       A
           2005-AR17     B-3                       BBB
           2005-AR17     B-4                       BB
           2005-AR17     B-5                       B
           2005-AR18     1-A-1,1-A-2,1-A-3A        AAA
           2005-AR18     1-A-3B,2-A-1A,2-A-1B      AAA
           2005-AR18     2-A-2A,2-A-2B,2-A2C       AAA
           2005-AR18     2-A-3A,2-A-3B,1-X,2-X     AAA
           2005-AR18     A-R,B-X                   AAA
           2005-AR18     B-1                       AA+
           2005-AR18     B-2                       AA
           2005-AR18     B-3                       AA-
           2005-AR18     B-4                       A+
           2005-AR18     B-5                       A-
           2005-AR18     B-6                       BBB+
           2005-AR18     B-7                       BBB
           2005-AR18     B-8                       BBB-
           2005-AR18     B-9                       BB
           2005-AR18     B-10                      B
           2005-AR19     A-1,A-2,A-R               AAA
           2005-AR19     B-1                       AA+
           2005-AR19     B-2                       AA-
           2005-AR19     B-3                       A-
           2005-AR19     B-4                       BB
           2005-AR19     B-5                       B
           2005-AR21     1-A-1,2-A-1,3-A-1,3-A-2   AAA
           2005-AR21     3-A-3,4-A-1,4-A-2,4-A-3   AAA
           2005-AR21     A-R                       AAA
           2005-AR21     B-1                       AA
           2005-AR21     B-2                       A
           2005-AR21     B-3                       BBB
           2005-AR21     B-4                       BB
           2005-AR21     B-5                       B
           2005-AR23     1-A-1,2-A-1,2-A-2,3-A-1   AAA
           2005-AR23     3-A-2,4-A-1,4-A-2,I-A-R   AAA
           2005-AR23     5-A-1,6-A-1,6-A-2,II-A-R  AAA
           2005-AR23     I-B-1,II-B-1              AA
           2005-AR23     I-B-2,II-B-2              A
           2005-AR23     I-B-3,II-B-3              BBB
           2005-AR23     I-B-4,II-B-4              BB
           2005-AR23     I-B-5,II-B-5              B
           2005-AR25     1-A-1-1,1-A-1-2,1-A-2-1   AAA
           2005-AR25     1-A-2-2,2-A-1,2-A-2-1     AAA
           2005-AR25     2-A-2-2,A-R               AAA
           2005-AR25     B-1                       AA+
           2005-AR25     B-2                       AA-
           2005-AR25     B-3                       A-
           2005-AR25     B-4                       BB
           2005-AR25     B-5                       B
           2005-AR27     1-A-1,2-A-1,2-A-2,2-A-3   AAA
           2005-AR27     3-A-1,3-A-2,3-A-3,4-A-1   AAA
           2005-AR27     4-A-2,A-R                 AAA
           2005-AR27     B-1                       AA
           2005-AR27     B-2                       A+
           2005-AR27     B-3                       BBB+
           2005-AR27     B-4                       BB
           2005-AR27     B-5                       B
           2005-AR29     A-1,A-2,A-R               AAA
           2005-AR29     B-1                       AA+
           2005-AR29     B-2                       AA
           2005-AR29     B-3                       A
           2005-AR29     B-4                       BB
           2005-AR29     B-5                       B
           2005-AR31     1-A-1,1-A-2,2-A-1,2-A-2   AAA
           2005-AR31     3-A-1,4-A-1,4-A-2,5-A-1   AAA
           2005-AR31     5-A-2,A-X,A-R             AAA
           2005-AR31     B-1                       AA
           2005-AR31     B-2                       A
           2005-AR31     B-3                       BBB
           2005-AR31     B-4                       BB
           2005-AR31     B-5                       B
           2005-AR33     1-A-1,1-A-2,2-A-1,2-A-2   AAA
           2005-AR33     3-A-1,3-A-2,4-A-1,4-A-2   AAA
           2005-AR33     A-R                       AAA
           2005-AR33     B-1                       AA
           2005-AR33     B-2                       A
           2005-AR33     B-3                       BBB
           2005-AR33     B-4                       BB
           2005-AR33     B-5                       B
           2005-AR35     1-A-1,1-A-2,2-A-1,2-A-2   AAA
           2005-AR35     A-R                       AAA
           2005-AR35     B-1                       AA
           2005-AR35     B-2                       A
           2005-AR35     B-3                       BBB
           2005-AR35     B-4                       BB
           2005-AR35     B-5                       B
           2006-AR2      1-A-1A,1-A-1B,1-A-2       AAA
           2006-AR2      1-A-3A,1-A-3B,2-A-1       AAA
           2006-AR2      2-A-2                     AAA
           2006-AR2      M-1                       AA+
           2006-AR2      M-2,M-3                   AA
           2006-AR2      M-4                       AA-
           2006-AR2      M-5,M-6                   A+
           2006-AR2      M-7                       A
           2006-AR2      M-8                       BBB+
           2006-AR2      M-9                       BBB-
           2006-AR3      1-A-1,1-A-2,2-A-1A,2-A-1B AAA
           2006-AR3      1-X,2-X,2-A-1C,2-A-2      AAA
           2006-AR3      3-A-1A,3-A-1B,3-A-2,3-X   AAA
           2006-AR3      A-R                       AAA
           2006-AR3      B-1                       AA
           2006-AR3      B-2                       A
           2006-AR3      B-3                       BBB
           2006-AR3      B-4                       BB
           2006-AR3      B-5                       B
           2006-AR4      A1-A,A1-B,A1-C,A2-A       AAA
           2006-AR4      M-1                       AA+
           2006-AR4      M-2                       AA
           2006-AR4      M-3                       AA-
           2006-AR4      M-4                       A
           2006-AR4      M-5                       A-
           2006-AR4      M-6                       BBB
           2006-AR4      M-7,M-8                   BBB-
           2006-AR5      1-A-1,1-A-2,2-A-1,2-A-2   AAA
           2006-AR5      A-R                       AAA
           2006-AR5      B-1                       AA
           2006-AR5      B-2                       A
           2006-AR5      B-3                       BBB
           2006-AR5      B-4                       BB
           2006-AR5      B-5                       B
           2006-AR6      1-A-1A,1-A-1B,2-A-1A      AAA
           2006-AR6      2-A-1B,2-A-1C,            AAA
           2006-AR6      M-1                       AA+
           2006-AR6      M-2,M-3                   AA
           2006-AR6      M-4                       AA-
           2006-AR6      M-5                       A+
           2006-AR6      M-6                       A
           2006-AR6      M-7                       A-
           2006-AR6      M-8                       BBB+
           2006-AR6      M-9,M-10                  BBB
           2006-AR7      1-A-1,1-A-2,2-A-1,2-A-2   AAA
           2006-AR7      3-A-1,3-A-2,4-A-1         AAA
           2006-AR7      4-A-2,5-A-1,5-A-2,A-R     AAA
           2006-AR7      B-1                       AA
           2006-AR7      B-2                       A
           2006-AR7      B-3                       BBB
           2006-AR7      B-4                       BB
           2006-AR7      B-5                       B
           2006-AR8      A-1A,A1-B,A2-A1,A2-A2     AAA
           2006-AR8      A2-A3,A2-B,A3-A,A3-B,A4-A AAA
           2006-AR8      A4-B                      AAA
           2006-AR8      M-1                       AA+
           2006-AR8      M-2                       AA
           2006-AR8      M-3                       AA-
           2006-AR8      M-4,M-5                   A+
           2006-AR8      M-6                       A
           2006-AR8      M-7                       BBB+
           2006-AR8      M-8                       BBB
           2006-AR8      M-9                       BBB-
           2006-AR9      1-A-1,2-A-1,2-A-2         AAA
           2006-AR9      3-A-1,3-A-2,3-X,3-A-3     AAA
           2006-AR9      3-A-4,4-A-1,4-X,A-R       AAA
           2006-AR9      B-1                       AA+
           2006-AR9      B-2                       AA-
           2006-AR9      B-3                       A-
           2006-AR9      B-4                       BB
           2006-AR9      B-5                       B
           2006-AR11     1-A-1,1-A-2,1-X,2-A-1     AAA
           2006-AR11     2-A-2,2-X,3-A-1           AAA
           2006-AR11     3-A-2,3-X,4-A-1,4-A-2     AAA
           2006-AR11     4-X,5-A-1,5-A-2,5-X,6-A-1 AAA
           2006-AR11     6-A-2,6-X,A-R             AAA
           2006-AR11     B-1                       AA
           2006-AR11     B-2                       A
           2006-AR11     B-3                       BBB
           2006-AR11     B-4                       BB
           2006-AR11     B-5                       B
           2006-AR12     A-1,A-2,A-3               AAA
           2006-AR12     M-1                       AA
           2006-AR12     M-2                       A
           2006-AR12     M-3                       BBB
           2006-AR12     M-4                       BBB-
           2006-AR13     A-1,A-2,A-2X,A-3,A-4      AAA
           2006-AR13     A-4X,A-R                  AAA
           2006-AR13     B-1                       AA+
           2006-AR13     B-2                       AA-
           2006-AR13     B-3                       A-
           2006-AR13     B-4                       BB
           2006-AR13     B-5                       B
           2006-AR15     A-1,A-2,A-3,A-R           AAA
           2006-AR15     M-1,M-2,M-3               AA+
           2006-AR15     M-4                       AA
           2006-AR15     M-5,M-6                   AA-
           2006-AR15     M-7,M-8                   A
           2006-AR15     M-9,M-10                  BBB+
           2006-AR15     M-11                      BBB-
           2006-AR19     1-A-1,1-A-2,1-A-3,1-A-4   AAA
           2006-AR19     2-A-1,2-A-2,3-A-1,3-A-2   AAA
           2006-AR19     4-A-1,4-A-2,A-R           AAA
           2006-AR19     5-A-1,5-A-2,5-A-3         AAA
           2006-AR19     I-B-1,II-B-1              AA
           2006-AR19     I-B-2,II-B-2              A
           2006-AR19     I-B-3,II-B-3              BBB
           2006-AR19     I-B-4,II-B-4              BB
           2006-AR19     I-B-5,II-B-5              B
           2006-AR21     A-1,A-2,A-R,M-1           AAA
           2006-AR21     M-2,M-3                   AA+
           2006-AR21     M-4,M-5                   AA
           2006-AR21     M-6                       AA-
           2006-AR21     M-7,M-8                   A+
           2006-AR21     M-9,M-10                  A-
           2006-AR21     M-11                      BBB
           2006-AR23     A-1,A-2,A-R               AAA
           2006-AR23     B-1                       AA+
           2006-AR23     B-2                       AA-
           2006-AR23     B-3                       A
           2006-AR23     B-4                       BB
           2006-AR23     B-5                       B
           2006-AR25     1-A-1,1-A-2,2-A-1,2-A-2   AAA
           2006-AR25     3-A-1,3-A-2,3-A-3,3-A-4   AAA
           2006-AR25     4-A-1,4-A-2,4-A-3,4-A-4   AAA
           2006-AR25     4-A-5,5-A-1,5-A-2         AAA
           2006-AR25     6-A-1,6-A-2,6-A-3         AAA
           2006-AR25     6-A-4,6-A-5,AR            AAA
           2006-AR25     B1                        AA
           2006-AR25     B2                        A
           2006-AR25     B3                        BBB
           2006-AR25     B4                        BB
           2006-AR25     B5                        B
           2006-AR27     1A-1,1-A-2,1-A-3,1-A-4    AAA
           2006-AR27     1-A-5,2-A-1,2-A-2,2-A-3   AAA
           2006-AR27     A-R                       AAA
           2006-AR27     M-1,M-2                   AA+
           2006-AR27     M-3,M-4                   AA
           2006-AR27     M-5,M-6                   A+
           2006-AR27     M-7                       A
           2006-AR27     M-8                       A-
           2006-AR27     M-9                       BBB-


IRON MOUNTAIN: S&P Rates Proposed $800 Million Facilities at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a bank loan rating of
'BB' and a recovery rating of '1' to the proposed $800 million
credit facilities of Iron Mountain Inc. (BB-/Stable/--),
indicating high expectation of full recovery of principal in the
event of a payment default.

The credit facilities consist of a $600 million revolving credit
facility due 2012 and a $200 million term loan due 2014.  Proceeds
from the proposed transaction will be used to repay existing debt
and for general corporate uses.

At the same time, we affirmed all existing ratings, including the
'BB-' corporate credit rating, on the company. The outlook is
stable.  Boston-based Iron Mountain had total debt outstanding of
about $2.7 billion.

Iron Mountain provides warehouse storage of paper-based files,
management of electronic records, and other related services, such
as shredding.

"The ratings reflect Iron Mountain's high debt leverage, history
of debt-financed acquisitions, and aggressive financial policies,
and the capital intensity of the record storage business," said
Standard & Poor's credit analyst Andy Liu.

These factors are only partially offset by Iron Mountain's leading
position as the world's largest record management company and
fairly stable growth from existing and new customer accounts.


ISTAR FINANCIAL: Earns $91.7 Million in Quarter Ended December 31
-----------------------------------------------------------------
iStar Financial Inc. reported net income of $91.7 million for the
fourth quarter ended Dec. 31, 2006, compared with net income of
$80.3 million for the fourth quarter ended Dec. 31, 2005.

"In 2006, we made significant steps to grow our business by
extending iStar's reach and building on our strengths," said Jay
Sugarman, iStar Financial's chairman and chief executive officer.
"Our team produced record originations and earnings, while
maintaining our disciplined approach in a competitive real estate
market.  We closed a high percentage of the deals we pursued by
providing truly flexible, customer-focused, custom-tailored
capital to our valued customers."

Net investment income and total revenue were $128.1 million and
$265.3 million, respectively, for the quarter ended Dec. 31, 2006,
compared to $97.4 million and $195.6 million, respectively, for
the fourth quarter of 2005.  The year-over-year increase in net
investment income was primarily due to growth of the company's
loan portfolio.  Net investment income represents interest income,
operating lease income and equity in earnings from joint ventures,
less interest expense, operating costs for corporate tenant lease
assets and loss on early extinguishment of debt.

The company reported that during the fourth quarter, it closed a
record 39 new financing commitments, for a total of $1.8 billion,
up 10% year-over-year.  Of that amount, $1.1 billion was funded
during the fourth quarter.  In addition, the company funded
$238.1 million under pre-existing commitments and received
$371.2 million in principal repayments.  Cumulative repeat
customer business totaled $12 billion at Dec. 31, 2006.

Additionally, the company completed the sale of two non-strategic
office/R&D portfolios consisting of five properties, as well as
the sale of an interest in one additional property, for total
proceeds of $55 million net of costs, resulting in a total net
book gain of approximately $2.4 million.

Net income was $374.8 million for the year ended Dec. 31, 2006,  
compared with net income of $287.9 million for the year ended
Dec. 31, 2005.

Net investment income and total revenue were $462.2 million and
$980.2 million, respectively, for the year ended Dec. 31, 2006,
versus net investment income and total revenue of $330.4 million
and $789.7 million, respectively, for the year ended
Dec. 31, 2005.

"To support our growth, in 2006, we increased the total number of
employees by 12% across all levels of the organization and in
multiple disciplines including investments, risk management, asset
management, finance and accounting," Mr. Sugarman said.  "I am
proud that we are able to continue to attract high caliber talent
who embrace the iStar culture and join an outstanding team of over
200 employees at our firm."  Mr. Sugarman concluded, "In 2007, we
will look to continue to grow our business by utilizing our proven
competitive advantages including our size, scale, depth, breadth
and long-standing customer relationships.  We believe all of these
elements, combined with our absolute commitment to integrity and
fairness, should allow iStar to continue to deliver superior risk-
adjusted returns to our shareholders."

At Dec. 31, 2006, the company's balance sheet showed
$11.059 billion in total assets, $8.034 billion in total
liabilities, $38.7 million in minority interest in consolidated
entities, and $2.986 billion in total stockholders' equity.

                      Capital Markets Summary

During the fourth quarter, the company completed a follow-on
equity offering in which it issued 12.65 million primary common
shares, generating $541.4 million in net proceeds.  The company
used the proceeds from the offering to repay borrowings under its
unsecured revolving credit facility.

As of Dec. 31, 2006, the company had $923.1 million outstanding
under $2.7 billion in credit facilities.  

                          Risk Management

At Dec. 31, 2006, first mortgages, participations in first
mortgages, senior loans and corporate tenant lease investments
collectively comprised 81.6% of the company's asset base, versus
83.8% in the prior quarter.  The company's loan portfolio
consisted of 61% floating rate and 39% fixed rate loans, with a
weighted average maturity of 4.3 years.  

At Dec. 31, 2006, watch list assets represented 1.34% of total
assets.  During the fourth quarter, two assets were removed and
four assets were added to the watch list.

At Dec. 31, 2006, the company's non-performing loan (NPL) assets
represented 0.56% of total assets.  The company currently has two
loans on its NPL list, both of which were on the watch list in the
previous quarter.  The two assets previously on the NPL list last
quarter were removed during the fourth quarter.  The company's
policy is to stop the accrual of interest on loans placed on NPL
status.  The company believes it has adequate collateral to
support the book value for each of the watch list and NPL assets.

During the quarter, the company wrote off a total of $3.2 million
of book value related to its loan portfolio, including $3 million
relating to an asset in its AutoStar portfolio.  The remaining
balance of this loan was added to the company's NPL list pending
further discussion and action with the borrower.  In addition, the
company received $18 million of the $18.2 million of book value of
a mezzanine loan that had been on the NPL list since 2003 and
wrote off the remaining $200,000 balance of that loan.  These
write-offs were applied to the company's loan loss reserves and
had no impact to fourth quarter 2006 earnings.

The company had $52.2 million in loan loss reserves at
Dec. 31, 2006, versus $46.9 million at Dec. 31, 2005.  

                       About iStar Financial

iStar Financial (NYSE: SFI) -- http://www.istarfinancial.com/--   
is a publicly traded finance company focused on the commercial
real estate industry.  The company primarily provides custom-
tailored financing to high-end private and corporate owners of
real estate, including senior and mezzanine real estate debt,
senior and mezzanine corporate capital, corporate net lease
financing and equity.  

                           *     *     *

iStar Financial Inc.'s preferred stock carry Moody's Investors
Service's Ba1 rating with a stable outlook.

Fitch Ratings raised the company's preferred stock rating to
'BB+' from 'BB' in January 2006.  Fitch said the Rating Outlook is
Stable.


J. CREW GROUP: Earns $44 Million in Fourth Quarter Ended Feb. 3
---------------------------------------------------------------
J. Crew Group Inc. reported net income of $44 million for the
fourth quarter ended Feb. 3, 2007, compared with a net loss of
$5.9 million for the period ended Jan. 28, 2006.  

Net income in the fourth quarter of fiscal 2006 includes
$1.4 million of stock based compensation expense related to the
adoption of SFAS 123(R), which was not applicable in fiscal 2005.  
Net income in the fourth quarter of fiscal 2006 also includes a
non-recurring tax benefit of $10.9 million related to the
recognition of deferred tax assets that were previously reserved.

Revenues increased 27% to $366.7 million in the fourth quarter of
fiscal 2006, from revenues of $289.9 million in the fourth quarter
of fiscal 2005.  Store sales (Retail and Factory) increased 20% to
$241.8 million, with comparable store sales increasing 7%.  Direct
sales (Internet and Catalog) rose by 43% to $113.2 million.  The
impact of the 53rd week of fiscal 2006 on Store and Direct sales
was $8.2 million and $4 million, respectively.
    
Gross margin increased 400 basis points to 40.8% of revenues from
36.8% of revenues in the fourth quarter of fiscal 2005.
   
Operating income increased 160% to $37.3 million, or 10.2% of
revenues, compared to operating income of $14.4 million, or 5% of
revenues, in the fourth quarter of fiscal 2005.

Millard Drexler, J.Crew's chairman and chief executive officer
stated: "We're very pleased with our fourth quarter results.  We
continue to re-define the designer business in America through our
continued focus on quality, style and design along with endless
attention to our customers' needs.  This has translated into
strong topline growth and significant improvements in
profitability, with our operating margin more than doubling to
10.2% in the fourth quarter."

J. Crew Group Inc. reported net income of $77.8 million for the
fiscal year ended Feb. 3, 2007, compared with net income of
$3.8 million for the fiscal year ended Jan. 28, 2006.  Net income
for fiscal 2006 includes pre-tax charges of $10 million related to
the refinancing of debt and $2.9 million of stock based
compensation expense related to the adoption of SFAS 123(R), which
was not applicable in fiscal 2005.  Net income for fiscal 2006
also includes a non-recurring tax benefit of $10.9 million related
to the recognition of deferred tax assets that were previously
reserved.

Revenues increased 21% to $1.152 billion in fiscal 2006, from
revenues of $953.2 million in fiscal 2005.  Store sales (Retail
and Factory) increased 21% to $808.5 million, with comparable
store sales increasing 13%.  Direct sales (Internet and Catalog)
increased 22% to $308.6 million.  

Gross margin increased 160 basis points to 43.4% from 41.8% in
fiscal 2005.

Operating income increased 58% to $125.6 million, or 10.9% of
revenues, compared to operating income of $79.5 million, or 8.3%
of revenues, in fiscal 2005.

"I am also pleased with our full year results," Mr. Drexler
continued.  "We increased sales productivity as evidenced by our
comparable store sales gain of 13% with sales per square foot
improving to $526 from $457 last year on a 52 week basis.  We
accelerated our store expansion, opening 24 net new stores and
introducing two new concepts, Crewcuts and Madewell.  Importantly,
we strengthened our financial flexibility by successfully
completing our initial public offering.  This provides us with a
strong capital base for the continued execution of our growth
plans."

                        About J. Crew Group

J. Crew Group Inc. (NYSE: JCG) -- http://www.jcrew.com/-- is a  
nationally recognized multi-channel retailer of women's and men's
apparel, shoes and accessories.  As of March 13, 2007, the company
operates 178 retail stores, the J. Crew catalog business,
jcrew.com, and 51 factory outlet stores.

                           *     *     *

On July 17, 2006, Standard & Poor's placed its 'B+' rating on both
long term foreign issuer credit and long term local issuer credit
of J. Crew Group Inc.


MASTR ADJUSTABLE: Moody's Rates Class M-8 Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by MASTR Adjustable Rate Mortgages Trust 2007-
2, and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by closed-end, adjustable-rate Alt-A
residential mortgage loans originated by Countrywide Home Loans,
Inc. and other originators (none of which originated more than 10%
of the loans).  The ratings are based primarily on the credit
quality of the loans and on the protection against credit losses
provided by subordination, overcollateralization, excess spread,
an interest rate swap agreement, and an interest rate cap
contract.  Moody's expects collateral losses to range from 1.00%
to 1.20%.

Countrywide Home Loans Servicing, L.P. will service the loans in
the transaction and Wells Fargo Bank, N.A. will act as master
servicer.  Moody's has assigned Wells Fargo Bank, N.A. its top
servicer quality rating of SQ1 as a master servicer of residential
mortgage loans.

The complete rating actions are:

MASTR Adjustable Rate Mortgages Trust 2007-2

Mortgage Pass-Through Certificates, Series 2007-2

    * Cl. A-1, Assigned Aaa
    * Cl. A-2, Assigned Aaa
    * Cl. A-3, Assigned Aaa
    * Cl. A-4, Assigned Aaa
    * Cl. M-1, Assigned Aa1
    * Cl. M-2, Assigned Aa2
    * Cl. M-3, Assigned Aa3
    * Cl. M-4, Assigned A1
    * Cl. M-5, Assigned A2
    * Cl. M-6, Assigned Baa1
    * Cl. M-7, Assigned Baa3
    * Cl. M-8, Assigned Ba2


MEDAVANT HEALTHCARE: Posts $1.6MM Net Loss in Qtr. Ended Dec. 31
----------------------------------------------------------------
MedAvant Healthcare Solutions reported results for the fourth
quarter and year ended Dec. 31, 2006.

Net loss for the fourth quarter of 2006 was $1.6 million, compared
with a net loss of $1.8 million for the fourth quarter of 2005.

Net revenue for the fourth quarter ended Dec. 31, 2006, was
$15.8 million, compared with net revenue of $17.3 million for the
fourth quarter ended Dec. 31, 2005.  The fourth quarter 2006 net
revenue was positively impacted by the acquisition of Medical
Resource, LLC and National Provider Network, Inc. of approximately
$200,000.

Operating loss for the fourth quarter was $600,000 compared with
an operating loss for the same period in 2005 of $1.2 million.  
The 2006 loss includes $321,000 of litigation settlements.

Net loss for the year ended 2006 was $6.6 million compared with
net loss of $105.3 million in the prior year period.  The 2006
amount is impacted by $1.1 million of SFAS 123R expenses that was
not incurred in 2005.

The company's net revenue for the full year ended Dec. 31, 2006,
was $65.5 million compared with net revenue of $77.5 million for
the full year ended Dec. 31, 2005.  The 2006 revenue was impacted
by the acquisition of MRL of approximately $200,000.

Operating loss for the 12-month period was $3.4 million compared
with $103.2 million in the prior year.  The operating loss for
2005 was impacted by a non-cash impairment charge of $96.4 million
primarily in our Transaction Services segment.

"We ended the year having accomplished several milestones that lay
the foundation for our future success," John Lettko, President and
Chief Executive Officer, said.  "Our greatest achievement in 2006
was moving all our transactions to our PhoenixSM platform.  We
believe having all our business in one operating system will open
up new revenue potential for us and allow us to take on additional
transaction volume.

"Our partners recognize the value we add to their products and
continue to collaborate with us to expand their offerings.  In
2006 we began or expanded our business relationships with
companies such as Misys Healthcare Systems, Quest Diagnostics,
CBLPath, Adventist Health System, MD On-Line, and Pekin
Insurance."

At Dec. 31, 2006, the company's balance sheet showed total assets
of $72,240,000 and total liabilities of $44,816,000, resulting in
a stockholders' equity of $27,424,000.

                        Operations Update

The acquisition of Zeneks, Inc. complements MedAvant's claim
negotiation services, and the acquisition of Medical Resource, LLC
and National Provider Network, Inc. added 175,000 direct providers
to the Preferred Provider Organization that MedAvant operates, the
National Preferred Provider Network.

The company introduced myMedAvant, a premium real-time, secure
portal service for provider and partner clients that provides
access to healthcare transaction data through a dashboard view and
allows providers to easily verify eligibility, receive remittance
details with claim data, and correct problems on claims before
they are submitted for payment.

The company reduced operational expenses through internal cost
controls and a business partnership with ppoONE, a Fiserv Health
company, which will provide business process outsourcing
operations for MedAvant's cost containment services.

The company improved customer resources by offering eligibility
verification to Medicare plans throughout the nation, developing a
bridge between medical laboratory results and Electronic Medical
Records, using virtual call center technology to improve customer
service, and guiding providers through the process of getting a
federally-required National Provider Identifier

                 Going Concern Doubt Expectation

"We expect our independent registered public accounting firm to
issue a going concern opinion with respect to the company's
consolidated financial statements for the year ended Dec. 31,
2006," Mr. Lettko added.  "Over the last several years we have
experienced recurring losses from operations and have limitations
on access to capital, however, we are continuing our efforts to
reduce costs and increase revenue through execution of our
business strategies, new product launches and expanded
relationships with certain customers."

               About MedAvant Healthcare Solutions

Headquartered in Norcross, Georgia, MedAvant Healthcare Solutions
(NASDAQ:PILL) -- http://www.medavanthealth.com/-- provides  
healthcare transaction processing, medical cost containment
services, business process outsourcing solutions and related
value-added products to physicians, payers, pharmacies, medical
laboratories, and other healthcare suppliers.  MedAvant is a trade
name of ProxyMed, Inc.


MIDLAND REALTY: Fitch Affirms BB+ Rating on $7.7MM Class K Certs.
-----------------------------------------------------------------
Fitch upgrades one class of Midland Realty Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1996-C2:

   -- $12.8 million class J to 'AA' from 'A'.

In addition, Fitch affirms these classes:

   -- Interest-only class A-EC at 'AAA';
   -- $462 thousand class F at 'AAA';
   -- $12.8 million class G at 'AAA';
   -- $5.1 million class H at 'AAA'; and
   -- $7.7 million class K at 'BB+'.

Fitch does not rate the $10.3 million class L-1 or the interest-
only class L-2 certificates.  The class A-1, A-2, B, C, D and E
certificates have paid in full.

The upgrade to class J is due to the increase in subordination
resulting from loan payoffs and amortization.  As of the February
2007 distribution date, the pool has paid down 90.4% to
$49.1 million from $512.1 million at issuance.

There are currently three loans (9.2%) in special servicing: one
loan that is in foreclosure (2.3%) and two loans that are current
(6.9%).  The largest specially serviced loan is secured by a
multifamily property located in Texas City, Texas and is current.
The loan transferred to the special servicer in January 2007 after
missing its December balloon payment.  The next specially serviced
loan (2.3%) is secured by a multifamily property in Great Falls,
MT and is in foreclosure.  This loan transferred to the special
servicer in March 2006 after missing two consecutive payments.  
The smallest specially serviced loan (1.6%) is secured by an
industrial property in El Paso, Texas and is current.  This loan
transferred to the special servicer in January 2007 after missing
its January balloon payment.

The special servicer is currently evaluating workout options for
these properties and Fitch currently expects losses.  However, any
losses are expected to be fully absorbed by the unrated class L-1.

The deal is concentrated with only 20 loans remaining and with the
top five loans representing 63.7% of the pool.  In addition to the
specially serviced loans, one loan (1.8%) is considered a Fitch
Loan of Concern due to performance issues.  Fitch will monitor
this transaction closely as loans payoff and will take further
rating actions if warranted.


MILLS CORP: Defers 2006 Form 10-K Filing Due to Restatement
-----------------------------------------------------------
The Mills Corp. and Mills Limited Partnership informed the
Securities and Exchange Commission that they will be unable to
timely file their Form 10-K for the years ended Dec. 31, 2005, and
2006, because the companies has not completed their financial
statements for 2005.

The companies have previously reported a restatement of financials
in their 2005 Form 10-K when filed, or Form 10-Qs for the first
three quarters of 2006.  The companies' books for 2006 will not be
closed until after these filings have been made.  As a result,
they are unable to reasonably estimate the anticipate change in
the results of operations from 2005 that will be reflected in
their financial statements on 2006 Form 10-K.

Currently, the companies are unable to provide an expected date
for the filing of their 2006 Form 10-K and are not requesting the
15-day extension from the SEC.

The Mills Corp. and Mills Limited Partnership file joint annual
reports with the SEC.

                       About The Mills Corp.

Headquartered in Chevy Chase, Maryland, The Mills Corp. (NYSE:
MLS) -- http://www.themills.com/-- develops, owns,
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
The Mills Corp. issued a warning in a Securities and Exchange
Commission filing saying that it could file for bankruptcy
protection if it cannot sell all or part of the company amidst
accounting errors and speculations of possible executive
misconduct.


MKP CBO: Moody's Puts $250 Million Notes' B2 Rating on Watch
------------------------------------------------------------
Moody's Investors Service has placed the notes issued by MKP CBO
I, Ltd. on watch for possible downgrade:

Class Description: $250,000,000 Class A-IL Floating Rate
                   Notes Due February 2036

Prior Rating: B2

Current Rating: B2 (on watch for possible downgrade)

According to Moody's, the rating action results primarily from
ongoing deterioration in the coverage tests.  Moody's noted that
as of the most recent monthly report on the transaction, the Class
A Overcollateralization Percentage was at 84.3% (106.0% trigger)
and the Class B Overcollateralization Percentage was at 74.7%
(101.0% trigger).


ML-CFC: Fitch Puts Low-B Ratings on Four Certificate Classes
------------------------------------------------------------
Fitch rates ML-CFC Commercial Mortgage Trust's commercial mortgage
pass-through certificates, series 2007-5 as:

    -- $87,368,000 class A-1 'AAA';
    -- $63,315,000 class A-2 'AAA';
    -- $60,000,000 class A-2FL 'AAA';
    -- $153,428,000 class A-3 'AAA';
    -- $187,053,000 class A-SB 'AAA';
    -- $1,090,152,000 class A-4 'AAA';
    -- $245,000,000 class A-4FL 'AAA';
    -- $1,205,597,000 class A-1A 'AAA';
    -- $341,702,000 class AM 'AAA';
    -- $100,000,000 class AM-FL 'AAA';
    -- $211,490,000 class AJ 'AAA';
    -- $175,000,000 class AJ-FL 'AAA';
    -- $4,417,019,866 class X* 'AAA';
    -- $77,297,000 class B 'AA';
    -- $33,128,000 class C 'AA-';
    -- $77,298,000 class D 'A';
    -- $38,649,000 class E 'A-';
    -- $55,213,000 class F 'BBB+';
    -- $49,691,000 class G 'BBB';
    -- $49,692,000 class H 'BBB-';
    -- $16,563,000 class J 'BB+'.
    -- $11,043,000 class K 'BB';
    -- $11,043,000 class L 'BB-';
    -- $11,042,000 class M 'NR';
    -- $5,521,000 class N 'B';
    -- $11,043,000 class P 'NR';
    -- $49,691,866 class Q 'NR'.

* Notional Amount and Interest Only.

Classes A-1, A-2, A-3, A-SB, A-4, A-1A, AM, AJ, B, C, D and X are
offered publicly, while classes A-2FL, A-4FL, AM-FL, AJ-FL, E, F,
G, H, J, K, L, M, N, P and Q are privately placed pursuant to rule
144A of the Securities Act of 1933.  The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 333 fixed-rate loans having an aggregate principal
balance of approximately $4,417,019,866, as of the cutoff date.


MONTECITO BROADCAST: Moody's Holds Ratings & Says Outlook is Neg.
-----------------------------------------------------------------
Moody's Investors Service has affirmed Montecito Broadcast Group,
LLC's existing ratings and changed the outlook to negative.

Montecito Broadcast Group, LLC's B2 corporate family rating
reflects substantial debt to EBITDA leverage of low 6 times for
year ended 12/31/2006, modest scale and lack of geographic
diversification.  The rating further reflects the operating
challenges the company has encountered in the first eleven months
of operations and the increasing business risk associated with the
broadcast television industry as advertising spending gets
diversified over a growing number of media.

The negative outlook reflects Montecito's lower than previously
anticipated operating and financial performance and Moody's
concerns regarding the lack of adequate room under the financial
covenants in the company's credit facilities.

Montecito's rating is supported by its substantial margin
improvement, diverse network affiliations and concentration of
local advertising revenues.

Ratings Affirmed:

Montecito Broadcast Group, LLC

    * Corporate Family Rating, B2

    * Probability-of-default, B2

    * Secured first lien revolver, B1 (LGD 3, 34%)

    * Secured first lien term loan, B1 (LGD 3, 34%)

    * Secured second lien term loan, Caa1 (LGD 5, 87%) to
      (LGD 5, 86%)

The outlook is negative.

Montecito Broadcast Group, LLC, headquartered in Montecito,
California, is a television broadcaster comprised of stations
located in Oregon, Kansas, and Hawaii.


MORGAN STANLEY: Fitch Holds BB+ Rating on Class N-SDF Certificates
------------------------------------------------------------------
Fitch upgrades Morgan Stanley Capital I Inc., series 2006-XLF,
commercial mortgage pass-through certificates as:

    -- $34.2 million class B to 'AAA' from 'AA+';
    -- $53.3 million class C to 'AAA' from 'AA';
    -- $38 million class D to 'AAA' from 'AA';
    -- $38 million class E to 'AAA' from 'AA';
    -- $23.7 million class F to 'AAA' from 'AA-';
    -- $23.7 million class G to 'AA+' from 'A+';
    -- $23.7 million class H to 'AA' from 'A';
    -- $23.3 million class J to 'A' from 'A-'.

Fitch affirms the ratings on these classes:

    -- $126.7 million class A-1 at 'AAA';
    -- $289.3 million class A-2 at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $6.8 million class K at 'BBB+';
    -- $18.5 million class L at 'BBB';
    -- $27.8 million class M at 'BBB-';
    -- $11 million class N-LAF at 'A-';
    -- $9.2 million class N-RQK at 'BBB-';
    -- $2 million class N-SDF at 'BB+';
    -- $8 million class O-LAF at 'BBB-'.

Fitch does not rate class N - W40.

The rating upgrades reflect increased credit enhancement due to
49.1% paydown since issuance in July 2006.  As of the February
2007 remittance date, the transaction's principal balance had
decreased to $788.6 million from $1.6 billion at issuance.

The largest loan in the transaction at issuance was the Magazine
Multifamily Portfolio loan.  It was secured by 37 multifamily
apartment properties in various states with a total of 12,919
units.  Since issuance, 29 of the properties have been released
from the loan, and eight properties remain.  As a result, the
Magazine Multifamily loan's balance has been reduced by 88.2% is
currently the third-largest loan in the transaction at $67.9
million (8.6%).

The second largest loan in the transaction at issuance was the
loan on the John Hancock Complex.  The loan has paid in full.


NAUTILUS RMBS: S&P Rates $20 Million Class C-F and C-V Notes at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Nautilus RMBS CDO IV Ltd./Nautilus RMBS CDO IV LLC's
$607 million floating-rate notes due 2046.

The preliminary ratings are based on information as of March 14,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The expected commensurate level of credit support in the
       form of subordination to be provided by the notes junior to
       the respective classes;

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

    -- The experience of the collateral manager; and

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

        Nautilus RMBS CDO IV Ltd./Nautilus RMBS CDO IV LLC
   

   Class                      Rating              Amount (mil. $)
   -----                      ------              ---------------
   A-1S                       AAA                          406.25
   A-1J                       AAA                           72.00
   A-2                        AA                            53.00
   A-3                        A                             29.00
   B-F                        BBB                            6.00
   B-V                        BBB                           20.75
   C-F                        BB                             4.00
   C-V                        BB                            16.00
   Preferred shares           NR                            18.00
   
                           NR - Not rated.


NPC INT'L: Closes Purchase of 59 Pizza Hut Units for $27.1 Mil.
---------------------------------------------------------------
NPC International, Inc., has completed the acquisition of 59 Pizza
Hut units located primarily in Idaho and the Spokane Valley for
$27.1 million from Pizza Hut of Idaho, Inc.; Rocky Mountain Pizza
Huts, Inc.; Northwest Restaurant Group, Inc.; and Northern Idaho
Pizza Huts, Inc.

As reported in the Troubled Company Reporter on Feb. 16, 2007, the
51 restaurants, 6 delivery/carryout units and 2 express units
generated $46.9 million in net product sales during the 52 weeks
ended December 2006, according to information provided to NPC.  
Forty of these stores are located throughout Idaho, 4 in eastern
Oregon and 15 in Washington, primarily in the Spokane Valley.  
Forty-four of these locations will be leased from the sellers on
certain agreed-upon terms and 15 locations will be leased from
unrelated third parties.

The transaction was funded by approximately $16 million of
available cash reserves and borrowings on the company's
$75 million revolving credit facility.

NPC International Inc. is a franchisee of Pizza Hut restaurants,
with about 800 restaurants and delivery kitchens in more than 25
states, mostly in the South.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Moody's Investors Service's confirmed its B2 Corporate Family
Rating for NPC International Inc.


PACIFIC LUMBER: Scopac Can Access Cash Collateral until June 1
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas has authorized Scotia Pacific Company LLC to use Cash
Collateral solely in accordance with the Budget through the week
ending June 1, 2007.  All objections to the extent not resolved
or withdrawn are overruled.

Scotia Pacific Company LLC delivered to the Court cash flow
projections for the week ending March 9, 2007, through
June 1, 2007, a full-text copy of which is available for free at:

                http://researcharchives.com/t/s?1b64

The Court finds that Scopac's request for use of Cash Collateral
is necessary, essential and appropriate for the preservation of
its estates and the operation of its business.

The Budget may be modified from time to time in writing with the
prior consent of Bank of America National Trust and Savings
Association, as lender and agent for itself and other lender
parties under a Credit Agreement dated July 20, 1998; Bank of New
York Trust Company, NA, as successor trustee under the Indenture
dated July 20, 1998; the Ad Hoc Committee of Timber Noteholders;
and the Official Committee of Unsecured Creditors.

Scopac intends to develop a further detailed budget in connection
with further requests of approval for the use of Cash Collateral.  
Scopac will provide copies of any Additional Budgets to the
California State Agencies and the Federal Agencies.

In the event Scopac, BofA, BoNY, the Noteholder Committee and the
Creditors Committee are unable to reach an agreement on an
Additional Budget, Scopac's right to use Cash Collateral will
cease when the term of the then current budget ends pending
further Court order.

The Court directs BoNY, as Indenture Trustee, to permit use of
the Cash Collateral, specifically the Scheduled Amortization
Reserve Account.  BoNY will not suffer any liability to any
noteholder or any other party, and will be held harmless from any
liability that could exist or arise as a result of the Cash
Collateral Order.

The Creditors Committee has until June 7, 2007, to investigate the
amount of the Prepetition Claims and the extent, validity or
priority of BofA's and BoNY's liens on the Prepetition Collateral.  
Absent the filing of an objection, the Prepetition Claims will be
deemed allowed claims, and the liens, security interests and
pledges granted by Scopac to or for the benefit of BofA and BoNY
in the Prepetition Collateral pursuant to the Indenture, Scopac
Line of Credit and Deed of Trust will be deemed valid, enforceable
and perfected.

                        Adequate Protection

As adequate protection of the interests, if any, of BofA, BoNY
and the Noteholders in the Prepetition Collateral and the Cash
Collateral, the Court grants each of BofA and BoNY, on its own
behalf and on behalf of BofA and the Noteholders, a first
priority, perfected replacement lien and security interest in all
the Prepetition Collateral and the Cash Collateral of Scopac, to
the extent of the diminution of their interests in the
Prepetition Collateral and the Cash Collateral.

BofA and BoNY are also each granted a superpriority cost of
administrative priority claim under Section 507(b) of the
Bankruptcy Code to the extent of the diminution of their
interests in the Prepetition Collateral and the Cash Collateral.  
BofA's and BoNY's superpriority administrative claims, if any,
will be subject to the fees and expenses of the Office of the
U.S. Trustee and the Clerk of the Bankruptcy Court.

                       Reporting Requirements

The Court requires Scopac to timely deliver to each of BofA, BoNY
and their counsel, the Creditors Committee, and the counsel to
the Noteholder Committee:

   (i) Any and all information required by the Scopac Line of
       Credit documents when due;

  (ii) On a monthly basis, a financial report consisting of
       Scopac's balance sheet and income statement as of the end
       of that period;

(iii) Copies of all monthly operating reports delivered to the
       office of the U.S. Trustee and to the Creditors Committee
       within two days after filing;

  (iv) On a weekly basis, a report of the difference between
       budgeted and expended Cash Collateral; and

   (v) On a monthly basis, a report on the balance in the SAR
       Account, including a report on whether any funds in the
       SAR Account had been used.

The California State Agencies reserve the right to request copies
of the financial information Scopac is providing to BofA, BoNY
and the Noteholder Committee.

                         Professional Fees

Any provision of the Cash Collateral Order, the Scopac Line of
Credit or the Deed of Trust is subject and subordinate to a
carve-out for the payment of allowed fees and disbursements
incurred by the consultants and professionals retained, pursuant
Sections 327 or 328 of the Bankruptcy Code, by Scopac and any
committee appointed under Section 1102 of the Bankruptcy Code, in
an amount not to exceed the aggregate amount -- the Pre-Default
Carve-Out Amount -- of all:

   (i) unpaid consultant and professional fees and disbursements
       incurred, accrued or invoiced from the Petition Date until
       the Default Point; and

  (ii) quarterly fees required to be paid pursuant to Section
       1930(a)(6) of the Judicial and Judiciary Procedures Code
       and any fees payable to the Clerk of the Bankruptcy Court,

provided, however, that in no event will the Carve-Out include
professional fees and disbursements incurred in connection with
the actual filing of any claims or causes of action against BofA
or BoNY challenging or raising any defense to the Prepetition
Claims or any liens of BofA or BoNY.

Nothing will preclude Scopac from reimbursing any fees and
expenses incurred by the Creditors Committee in investigating or
reviewing the Prepetition Claims or any liens of BofA, BoNY or
the Noteholders to the extent permitted by the Cash Collateral
Order, the Court rules.

Scopac filed with the Court a 13-week forecast of its projected
professional fees through the week ending June 1, 2007.

A full-text copy of Scopac's 13-Week Forecast of Professional
Fees is available for free at http://researcharchives.com/t/s?1b65

The Default Point refers to the earlier of:

   -- the date the Cash Collateral Order expires; or

   -- the date when an Event of Default has occurred and BofA,
      BoNY and the Noteholders have given notice and have
      obtained a further Court order terminating Scopac's right
      to use Cash Collateral.

Scopac will be permitted to pay compensation and reimbursement of
expenses incurred up to the Default Point in accordance with the
Budget, allowed and payable under Sections 328, 330 and 331
Bankruptcy Code, and free and clear of the liens and
superpriority administrative claims of BofA and BoNY.

Scopac will pay on a monthly basis the reasonable fees of BofA
and BoNY, including the reasonable fees and expenses of their
counsel.  Counsel for BofA and BoNY will submit bills to Scopac
on a monthly basis, and Scopac will have 10 days after receipt of
those monthly bills to object to fees, expenses and other
matters.  Any unresolved disputes with respect to those bills
will be resolved by the Court.  Scopac is authorized to pay any
of those fees and expenses to which no objection is filed.

                        Events of Default

An Event of Default with respect to the use of the Cash
Collateral refers to the occurrence and continuance of any of
these events:

   1. Scopac fails or refuses to pay any interest in relation to
      the adequate protection provisions of the Cash Collateral
      Order and that failure or referral continues for 14 days
      after notice from BOfA and BoNY;

   2. The conversion of Scopac's case to one under Chapter 7 of
      the Bankruptcy Code;

   3. The dismissal of Scopac's case;

   4. Appointment of a Chapter 11 trustee in Scopac's case;

   5. Appointment of an examiner having extended powers relating
      to the operation of Scopac's business;

   6. The lifting of the automatic stay as to any material asset
      of Scopac;

   7. Scopac's actual revenues during any period from the
      Petition Date of any budget period through the last date of
      that same budget period fall more than 10% below Scopac's
      revenue projections for that same period; provided however,
      that in the event those revenues are not met, Scopac may
      cure any default by decreasing expenses by 10%; or

   8. Scopac's expenditure of Cash Collateral with respect to any
      line item in the Budget during any period from March 9,
      2007, through the last date of any budget period in an
      aggregate amount in excess of 110% of the amount budgeted
      during that period for that line item and Scopac's failure
      to cure the same within 14 days after that failure first
      occurred; provided, however, that, to the extent the amount
      budgeted for that line item for any period exceeds the
      amount actually expended for that item during the period,
      the amount equal to the lesser of (a) 10% of the amount of
      that line item for the period and (b) the amount of that
      excess, may be allocated by Scopac to any line item or
      items for which expenditures during the period exceeded the
      budget.

Upon the occurrence and continuance of an Event of Default,
Scopac's right to use Cash Collateral terminates on not less than
five business days' notice to both Scopac and the Creditors
Committee from BoNY and the Noteholders.  On notice of any Event
of Default, Scopac may seek from the Court for interim authority
to use Cash Collateral on five business days' notice.

The Cash Collateral Order will have no effect on the Noteholder
Committee's right or the right of any party-in-interest to seek
compensation under Section 503 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. 9, http://bankrupt.com/newsstand/or      
215/945-7000).


RADNOR HOLDINGS: Carroll Services to Assist in Liquidation
----------------------------------------------------------
Radnor Holdings Corp. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
hire Carroll Services LLC to provide certain wind-down and
liquidation services.

The Court also permitted the Debtors to hire James Patrick Carroll
to serve as their Chief Liquidation Officer and on the Board of
Directors of Radnor, pursuant to an engagement letter.

As reported in the Toubled Company Reporter on Feb. 22, 2007,
Mr. Radnor will replace Paul Finigan, the former sole independent
director on Radnor's Board who resigned late last year.  Stan
Springel of Alvarez & Marsal LLC, who was the Debtors' Chief
Restructuring Officer, also left Radnor following the sale of
substantially all of the Debtors' assets in November 2006.

                      Trustee's Objection

As reported in the Troubled Company Reporter on March 12, 2007,
the U.S. Trustee for Region 3 opposed the Debtors' request for a
turnaround manager and wanted the case converted to a chapter 7
liquidation.  The Trustee argued that it was both easier and
cheaper to have a chapter 7 trustee than a turnaround manager.

                        Scope of Services

Carroll Services, through the efforts of Mr. Carroll and any
additional officers, will:

   (a) analyze assets and potential causes of action remaining
       with the Debtors after the sale of substantially all of
       their assets;

   (b) analyze liabilities and potential liabilities of the
       Debtors;

   (c) assist the Debtors in developing, negotiating, and
       pursuing a liquidating plan of reorganization;

   (d) serve as a principal contact with the company's senior
       secured creditors, the Official Committee of Unsecured
       Creditors, and other parties-in-interest with respect to
       the Debtors' bankruptcy cases and their financial and
       operational matters; and

   (e) assist the Debtors in all bankruptcy-related matters.

Mr. Carroll charges $350 per hour.  The firm will charge its usual
and customary rates for additional officers.  The Debtors agree to
indemnify Mr. Carroll and any additional officers to the same
extent as the most favorable indemnification it extends to its
officers or directors.  Mr. Carroll and each additional officer
will also be covered as an officer or director under Radnor's
existing director and officer liability insurance policy.

"To the best of my knowledge, information and belief, Carroll
Services has not represented any of the Debtors' parties-in-
interest in connection with matters relating to the Debtors, their
estates, assets, or businesses, and will not represent other
entities, which are creditors of, or have other relationships to,
the Debtors," Mr. Carroll assures the Court.  The firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Radnor Holdings

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serve the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.  The Debtors'
exclusive period to file a chapter 11 plan expires on April 18,
2007.


REFCO INC: Court Disallows 59 Claims in Refco LLC Totaling $1.5MM
-----------------------------------------------------------------
In consideration of separate pleadings filed by Albert Togut, the
Chapter 7 Trustee overseeing the liquidation of Refco, LLC's
estate, the Honorable Robert D. Drain of the U.S. Bankruptcy Court
for the Southern District of New York disallowed and expunged in
their entirety 59 proofs of claim, totaling more than $1,500,000,
on various grounds.

Specifically, at the Chapter 7 Trustee's request, Judge Drain
disallowed and expunged 56 claims because they:

   (a) failed to provide sufficient information to ascertain the
       basis of the claim;

   (b) were based on customer accounts which were closed before
       the Debtor's bankruptcy filing, or which carried a zero
       balance when the Debtor filed for bankruptcy; or

   (c) were for account balances that were transferred to Man
       Financial, Inc., pursuant to the Chapter 7 Sale Order.

The Unsubstantiated Customer Claims, totaling more than $900,000,
include:

      Claimant                   Claim No.   Claim Amount
      --------                   ---------   ------------
      Michael C. James              146        $312,688
      Matach 24 Ltd.                206         100,014
      Cynthia C. Terwilliger        305          90,000
      Michael Stamer                538          83,891
      G. David Richardson           262          60,000
      Khashayar & Laaden Vosough    390          60,000

In a separate order, Judge Drain disallowed Karl Ulmer's Claim
Nos. 430 and 549 on the basis that (i) Claim NO. 430 is barred by
principles of res judicata and seeks no affirmative relief
against the Debtor and (ii) Claim No. 549 is duplicative of Claim
No. 430.

Judge Drain also disallowed and expunged in its entirety Claim
No. 36 filed by L&A Investments because the National Futures
Association has determined that the Chapter 7 Debtor is not
liable for the losses incurred in L&A's commodity trading
account.

Moreover, Judge Drain is yet to rule with respect to the
Chapter 7 Trustee's proposed disallowance of:

   -- Claim No. 155 filed by the Department of Treasury -
      Internal Revenue Service for $66,000, arising from federal
      tax liabilities owed by the Chapter 7 Debtor on
      information reporting failures; and

   -- Claim Nos. 152, 203, and 286 filed by Paul Bueltmann,
      Stefan Lew, and Hartmut Fenkl on the grounds that:

         * they are contractually barred due to their failure to
           meet the requirement of the claimants' agreement with
           Refco LLC to commence an action within one year after
           the alleged cause of action arose;

         * the Claimants have released Refco LLC from liability
           for accepting trading instructions from, and for the
           remittance of fees to, the trading advisor;

         * the Claimants agreed to indemnify and hold harmless
           the Chapter 7 Debtor for its commission-sharing
           arrangement with, and the trading practices of, the
           Claimants' trading advisor; and

         * no agency relationship existed between Refco LLC and
           an identified broker regarding the Claimants'
           commodity trading accounts with the  Debtor.

                          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).


REVLON INC: Posts $5.5 Million Net Loss in Fourth Quarter 2006
--------------------------------------------------------------
Revlon Inc. reported its results for the fourth quarter and full
year ended Dec. 31, 2006

Net loss for the fourth quarter was $5.5 million against net
income of $64.3 million in the fourth quarter of 2005.  Net loss
for the full year was $251.3 million versus a net loss of
$83.7 million in 2005.

                       Fourth Quarter Results

The company's net sales in the fourth quarter of 2006 declined to
$378.9 million, compared with net sales of $437.8 million in the
fourth quarter of 2005.  This decline was primarily driven by
lower shipments, partially offset by lower returns, allowances
and discounts.  Excluding the favorable impact of foreign
currency, net sales in the fourth quarter of 2006 declined
13.8% versus year-ago.  The fourth quarter of 2005 benefited
significantly from the sell-in associated with the complete
re-stage of the Almay brand and the launch of the Vital Radiance
brand.

                           U.S. Net Sales

Net sales for the quarter declined to 227.1 million, versus
$286.3 million in the fourth quarter of 2005.  This performance
was driven by lower shipments in color cosmetics, partially offset
by lower returns, allowances and discounts, and higher shipments
in the beauty care businesses.  As noted above, the fourth quarter
of 2005 benefited significantly from the sell-in associated with
the Almay re-stage and the launch of Vital Radiance.

                       International Net Sales

Net sales for the quarter were essentially even at $151.8 million,
versus $151.5 million in the fourth quarter of 2005. Double-digit
growth in Latin America was offset by low-single-digit declines in
Asia Pacific and Europe.  Excluding the impact of foreign currency
translation, International net sales in the quarter declined by
approximately one percentage point versus year-ago.

Operating income in the fourth quarter was $70.1 million, against
operating income of $99.6 million in the fourth quarter of 2005.  
Adjusted EBITDA in the fourth quarter of 2006 was $108.2 million,
compared with Adjusted EBITDA of $126.8 million in the same period
last year.  Operating income and Adjusted EBITDA in the fourth
quarter of 2006 were negatively impacted by $20.8 million
and $9.7 million, respectively, as a result of the previously
announced February 2006 and September 2006 restructuring programs
and the discontinuance of the Vital Radiance brand.

Net loss in the fourth quarter of 2006 was $5.5 million compared
with net income of $64.3 million in the fourth quarter of 2005.

Net cash used for operating activities in the fourth quarter of
2006 was $13.9 million, compared with net cash used for operating
activities of $23.8 million in the fourth quarter of 2005.  This
performance reflected the higher net loss in the fourth quarter
of 2006, offset by an overall improvement in the levels of working
capital.

During the quarter, the company continued to successfully
implement its disclosed organizational streamlining, as well as
its previously disclosed discontinuance of Vital Radiance, which
did not maintain an economically feasible retail platform for
future growth.  Revlon reiterated its belief that the
restructuring actions taken during 2006 and the discontinuance
of Vital Radiance will accelerate the company's path to
becoming net income and cash flow positive.  The total impact
of restructuring charges, Vital Radiance and executive severance
negatively impacted full year 2006 operating profitability by
approximately $145 million and Adjusted EBITDA by approximately
$123 million.

Revlon President and Chief Executive Officer David Kennedy
stated, "Our results for the year reflect the important and
costly decisions we have made to position Revlon for future
success.  We are fortunate to have such a strong portfolio of
brands, particularly the Revlon brand, which we intend to fully
leverage going forward.  As we move into 2007, we will continue to
concentrate on bringing innovation and excitement to the market in
a way that is intensely focused on improving our profitability and
cash flow.  We remain confident in our ability to achieve Adjusted
EBITDA of approximately $210 million in 2007."

                         Recent Financing

In December 2006, the company successfully refinanced its
2004 credit agreement and extending the maturity of the credit
agreement to January 2012.  In refinancing the credit agreement,
the company entered into a new $840 million term loan facility
with a maturity of January 2012 and an amended and restated
revolving credit agreement, extending the maturity of the
existing $160 million multi-currency revolving credit facility
through January 2012.  The interest rate on the new term loan
facility, which was fully drawn at Feb. 28, 2007, was reduced
by 200 basis points.  The interest rate on the revolving credit
facility, which was undrawn at Feb. 28, 2007, was reduced
by 50 basis points.

In January 2007, the company completed a significantly over-
subscribed $100 million rights offering, which it launched in
December 2006.  The proceeds from the offering were used to redeem
$50 million in aggregate principal amount of its 8-/8% Senior
Subordinated Notes, reducing the outstanding balance of these
notes to $167.4 million, and to repay all of the approximately
$43.3 million of indebtedness then outstanding in January 2007
under the revolving credit facility, with the balance of
approximately $5 million, after fees and expenses, being
available for general corporate purposes.  Also, effective upon
the consummation of the $100 million rights offering, $50 million
of the line of credit from MacAndrews & Forbes will remain
available through Jan. 31, 2008.

A full-text copy of Revlon's regulatory filing is available for
free at http://ResearchArchives.com/t/s?1b55

                         About Revlon Inc.

Revlon, Inc. (NYSE:REV) -- http://www.revloninc.com/-- is a  
worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company's vision is to deliver the
promise of beauty through creating and developing the most
consumer preferred brands.  The company's brands include
Revlon(R), Almay(R), Vital Radiance(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).  The company's Latin American
operations are located in Argentina, Brazil, Chile, Mexico and
Venezuela.

On Dec. 31, 2006, the company's balance sheet showed a
stockholders' deficit of $1,229,800,000, compared to a deficit
of $1,095,900,000 on Dec. 31, 2005.


RIGHT-WAY DEALER: Selling Assets to Five Star for $5 Mil. in Cash
-----------------------------------------------------------------
Five Star Products, Inc. has signed a definitive agreement with
Right-Way Dealer Warehouse, Inc., to acquire substantially all of
Right-Way's assets and the operations of its Brooklyn Cash & Carry
business pursuant to Section 363 of the Bankruptcy Code for an
aggregate purchase price of approximately $5 million in cash
subject to adjustment as provided in the definitive agreement.  
The transaction, which is subject to approval by the Bankruptcy
Court for the District of Massachusetts, is scheduled to close on
April 13, 2007.

Both Five Star, whose annual revenues were in excess of $100
million in 2006, and Right-Way are distributors of paint sundries,
home decorating and hardware products, primarily in the Northeast
market.  Five Star is majority owned by National Patent
Development Corporation.

In addition to the agreement to acquire Right-Way's assets, at the
closing of the asset purchase, Five Star will enter into a lease
of a warehouse in Brooklyn, New York at which Right-Way conducts
the Brooklyn Cash & Carry business.  At the closing, Five Star
will also enter into an employment agreement with Ron Kampner, the
principal of Right-Way.  Mr. Kampner will become Five Star's
Senior Vice President of Sales, reporting to Bruce Sherman, CEO of
Five Star's operating subsidiary.

"Right-Way is an excellent acquisition for Five Star and is the
first step in expanding our footprint in the hardware and paint
distribution business on the Eastern Seaboard," Leslie Flegel,
recently appointed Chairman of Five Star, commented.  "The two
companies' product lines and markets complement each other in a
way that should create cost savings and marketing synergies.  This
will result in better service for our customer base while
improving profits for Five Star Products.  This type of
transaction has the double positive effect of allowing us to
become a larger enterprise and at the same time more broad based
in our offerings to our customers.  Our management team also
benefits from the addition of Ron Kampner who enjoys an
outstanding reputation in the marketplace, and he and his
experienced team are a welcome addition to the Five Star group."

"Five Star and Right-Way have long been respected competitors,
sharing the common value of serving the customer first," Mr.
Kampner commented.  "Now that we will be together, Bruce Sherman
and I concur that the customer is the real winner in this deal.  I
look forward to working with Bruce and his operating team and
making that goal a reality."

"A particularly exciting aspect of this acquisition is that it
follows so quickly last week's announcement of Five Star's
strengthened leadership and its aggressive business plan for
expansion," John Belknap, recently named CEO of Five Star, added.  
"Ron Kampner is an outstanding addition to the Five Star team,
which is led by Bruce Sherman, our operating CEO."

The company, as a result of this transaction, expects its revenues
for the twelve months following the close to exceed $130 million
and anticipates that the acquisition will be accretive to Five
Star's earnings in 2007.

                    About Five Star Products

Five Star Products, Inc. (OTC Bulletin Board: FSPX.OB), with
annual revenues exceeding $100 million, is engaged in the
wholesale distribution of home decorating, hardware, paint and
finishing products in twelve states with emphasis in the greater
New York market.  The company distributes products to
approximately 3,500 independent retail dealers, which include
lumber yards, do-it yourself centers, independent hardware stores,
and paint stores.  Five Star operates two warehouse facilities,
the primary one located in East Hanover, New Jersey and another in
Newington, Connecticut.

                     About Right-Way Dealer

Based in Norwood, Massachusetts, Right-Way Dealer Warehouse Inc.
is a wholesaler of hardware, paints, varnishes, and supplies.  The
Debtor filed for chapter 11 protection on Jan. 22, 2007 (Bankr. D.
Mass. Case No. 07-10355).  D. Ethan Jeffery, Esq., Harold B.
Murphy, Esq., and Natalie B. Sawyer, Esq., at Hanify & King PC
represent the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $1 million
and $100 million.


SAXON ASSET: S&P Junks Rating on Series 2001-3 Class B Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B asset-backed certificates from Saxon Asset Securities Trust
2001-3 to 'CCC' from 'B' and removed it from CreditWatch, where it
was placed with negative implications June 14, 2006.

At the same time, the ratings on the class M-2 and B notes from
series 2001-3 and 2002-2, respectively, were lowered and remain on
CreditWatch negative, where they were placed on the same date.  
Concurrently, the ratings on the remaining classes from these two
transactions were affirmed.

The lowered ratings and negative CreditWatch placements are the
result of realized losses that have continuously reduced
overcollateralization.  During the previous six remittance
periods, realized losses have exceeded excess interest by
approximately 2.34x for series 2001-3 and 1.74x for series 2002-2.

As of the February 2007 distribution date, O/C was below its
target balance by approximately 68% for series 2001-3 and 26% for
series 2002-2.  Serious delinquencies (90-plus days, foreclosure,
and REO) represent 18.23% of the current pool balance for series
2001-3 and 11.60% of the current pool balance for series 2002-2.  
Cumulative realized losses represent 4.53% of the original pool
balance for series 2001-3 and 2.29% of the original pool balance
for series 2002-2.

Standard & Poor's will continue to closely monitor the performance
of these transactions.  If losses continue to outpace excess
spread, further negative rating actions can be expected.

Conversely, if losses are covered by excess spread and O/C builds
toward its target balance, S&P will affirm the ratings and remove
them from CreditWatch.

The rating on class B from series 2001-3 was removed from
CreditWatch because it was lowered to 'CCC'.  According to
Standard & Poor's surveillance practices, ratings lower than 'B-'
on classes of certificates or notes from RMBS transactions are not
eligible to be on CreditWatch negative.

The affirmations are based on current and projected credit support
percentages that are sufficient to maintain the current ratings.

Credit support is provided by subordination, O/C, and excess
interest cash flow.  The collateral consists primarily of 30-year,
subprime, fixed- or adjustable-rate mortgage loans secured mostly
by first liens on residential properties.

          Rating Lowered And Removed From Creditwatch Negative
    
                      Saxon Asset Securities Trust

                                           Rating
                                           ------
                  Series   Class     To             From
                  ------   -----     --             ----
                  2001-3   B         CCC            B/Watch Neg  
    
          Ratings Lowered and Remaining on Creditwatch Negative
    
                      Saxon Asset Securities Trust

                         Rating

                  Series   Class     To             From
                  ------   -----     --             ----
                  2001-3   M-2       BBB/Watch Neg  A/Watch Neg.
                  2002-2   B         BB/Watch Neg   BBB/Watch Neg.
     
                             Ratings Affirmed
  
                        Saxon Asset Securities Trust

         Series   Class                                     Rating
         ------   -----                                     ------
         2001-3   AF-6, X-IO, AV-1                          AAA
         2001-3   M-1                                       AA
         2002-2   AF-5, AF-6, AV                            AAA
         2002-2   M-1                                       AA
         2002-2   M-2                                       A


SECURITIZED ASSET: Fitch Holds BB+ Rating on One Certificate Class
------------------------------------------------------------------
Fitch has updated the ratings for Securitized Asset Backed
Receivables' mortgage pass-through certificates:

Series 2004-DO1:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB'; and
   -- Class B-3 affirmed at 'BBB-'.

Series 2004-DO2:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A+';
   -- Class M-3 affirmed at 'A';
   -- Class B-1 affirmed at 'A-';
   -- Class B-2 affirmed at 'BBB'; and
   -- Class B-3 affirmed at 'BBB-'.

Series 2004-OP1:

   -- Class M-1 upgraded to 'AA+' from 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB'; and
   -- Class B-3 affirmed at 'BBB-'.

Series 2004-OP2:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A';
   -- Class B-1 affirmed at 'A-';
   -- Class B-2 affirmed at 'BBB+'
   -- Class B-3 affirmed at 'BBB'; and
   -- Class B-4 affirmed at 'BBB-'.

Series 2004-NC1:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB'; and
   -- Class B-3 affirmed at 'BBB-'.

Series 2004-NC2:

   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 affirmed at 'BBB-'; and
   -- Class B-4 affirmed at 'BB+'.

Series 2004-NC3:

   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'A+';
   -- Class M-3 affirmed at 'A';
   -- Class B-1 affirmed at 'A-';
   -- Class B-2 affirmed at 'BBB+';
   -- Class B-3 affirmed at 'BBB'; and
   -- Class B-4 affirmed at 'BBB-'.

The collateral in the aforementioned transactions consists
primarily of adjustable- and fixed-rate sub-prime mortgage loans
secured primarily by first-liens on residential properties.

For series 2004-NC1, 2004-OP1, and 2004-OP2, a very small
percentage of the collateral consisted of second-lien loans at
issuance.  The originators include Decision One, Option One, and
New Century, and are appropriately dubbed in their series' names.
The servicers include Countrywide Home Loans, Inc. (rated 'RPS1'
by Fitch), Option One Mortgage Corp. ('RPS1'), and Litton Loan
Servicing ('RPS1').

The affirmations reflect satisfactory levels of credit enhancement
(CE) to future expected losses, and affect approximately
$754.31 million in outstanding certificates.  The upgrade reflects
an improvement in the relationship of CE to future expected
losses, and affects approximately $110.9 million in outstanding
certificates.

For all transactions, the pool factors (current collateral balance
as a percentage of initial collateral balance) range from 9% to
29%, and are seasoned in a range of 27 months to 35 months.  The
percentage of collateral in the 60+ buckets (including bankruptcy,
Foreclosure, and Real Estate Owned) ranges from 15.07% to 22.15%.
The cumulative losses as a percentage of original collateral
balance range from 0.10% to 0.85%.  The CE levels for a 'BBB-'
rated bond range from 3.88% to 6% for transactions that have
stepped-down, and 5.39% to 12.20% for transactions that have not
stepped-down.


SMURFIT-STONE: Fitch Rates $675 Million Senior Notes at B+
----------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to the $675 million
8% senior unsecured notes due 2017 issued by Smurfit-Stone
Container Enterprises Inc., a wholly owned subsidiary of
Smurfit-Stone Container Corporation (SSCC).  Proceeds from the new
bond issue together with revolver borrowings will be used to
tender for the company's 9.75% notes due 2011.  The company's
Issuer Default Rating is currently 'B+'.  The Rating Outlook is
Negative.

SSCC has made visible progress in its strategic initiatives to
return to profitability.  The company turned profitable in the
last two quarters on higher linerboard and box realizations and
lower unit costs to manufacture and sell.  The company's operating
margins still trail behind those of other industry leaders,
however, who are also closing box plants to improve efficiency and
profits.  To catch up SSCC will need to make headway in its
revenue target initiatives, which may not be as easy to achieve as
cutting costs, particularly if North American box demand is
lackluster and competition is fierce.

SSCC did restore a large piece of its financial health last year,
paying down $937 million of debt principally from the proceeds of
the sale of its folding carton business to Texas Pacific Group.
Now SSCC needs to prove that it can grow the profitability of its
corrugated business and generate substantial free cash flow and
repay debt.

SSCC's debt/EBITDA metric at the end of last year was 5.4x.

SSCC is a North American leader in the production of corrugated
boxes, a leading producer of folding cartons, and the world's
largest recycler of paper products. SSCC produces over seven
million tons of containerboard and ships over 80 billion square
feet of boxes annually.  Sales in 2006 were in excess of
$7 billion.


SOLUTIA: Initial Purchase Price Set at $212.5 Mil. in Flexsys Deal
------------------------------------------------------------------
In February, Solutia Inc. reached a definitive agreement to
purchase Akzo Nobel N.V.'s stake in Flexsys, the 50%/50% rubber
chemicals joint venture between Akzo Nobel and Solutia.

In a Form 10-K filed by Solutia with the Securities and Exchange
Commission, the transaction agreement provides for the sale by
Akzo of its interest in the Flexsys joint venture to Solutia for
an initial purchase price of $212,500,000 subject to various
adjustments.  The transaction is subject to conditions, including
approval from the U.S. Bankruptcy Court for the Southern District
of New York and the finalizing of the purchase agreement for
Akzo's Crystex manufacturing operations in Japan.

Solutia will fund the acquisition through a combination of
sources, including a portion of its debtor-in-possession
financing package.

Pursuant to the Transaction Agreement, Akzo, and Flexsys and
Solutia, including their affiliates and representatives, have
agreed, subject to certain limitations and exclusions, to
indemnify, defend and hold the other harmless from and in respect
of any losses and liabilities arising out of any breaches of
representations, warranties or covenants contained in the
Transaction Agreement.

Akzo also agreed, subject to certain exceptions, that for a
period of five years after the closing of the Transaction
Agreement, neither it nor its affiliates will compete with the
Flexsys business and for a period of three years, will not
solicit for employment certain Flexsys employees.

In addition to customary termination rights, the Transaction
Agreement may be terminated before closing by Akzo or Solutia if
the closing has not occurred on or before May 25, 2007.

A full-text copy of the Transaction Agreement is available for
free at http://researcharchives.com/t/s?1b5f  

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).


SOLUTIA INC: Earns $11 Million in Year Ended December 31
--------------------------------------------------------
Solutia Inc. and its debtor and non-debtor subsidiaries reported
net income of $11,000,000 on $2,905,000,000 of net sales for the
year ended Dec. 31, 2006, compared with net income of $8,000,000
on $2,759,000,000 of net sales for the prior year.

Solutia's net cash flow was $43,000,000 in 2006, compared with a
negative cash flow of $8,000,000 in 2005.  Solutia held
$150,000,000 in cash at Dec. 31, 2006, compared to $107,000,00
during the same point in 2005.     

Deloitte & Touche LLP, the Debtors' auditors, notes that the
financial statements have been prepared assuming that the company
will continue as a going concern.  However, Deloitte notes, the
company's recurring losses from operations, negative working
capital, and shareholders' deficit raise substantial doubt about
its ability to continue as a going concern.  The financial
statements do not include adjustments that might result from the
outcome of the uncertainty.

A full-text copy of Solutia's 2006 annual report on Form 10-K is
available for free at http://researcharchives.com/t/s?1b5d  


                         Solutia Inc.
         Statement of Consolidated Financial Position
                    As of December 31, 2006
                        (In millions)

                          ASSETS

Current Assets:
   Cash & cash equivalents                                 $150
   Trade receivables, net                                   288
   Miscellaneous receivables                                105
   Inventories                                              274
   Prepaid expenses                                          31
                                                        -------
Total Current Assets                                        848

Property, plant and equipment, net                          795
Investments in affiliates                                   193
Goodwill, net                                                89
Intangible assets, net                                       31
Other assets                                                 99
                                                        -------
Total Assets                                             $2,055
                                                        =======

              LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
   Accounts Payable                                        $228
   Accrued liabilities                                      245
   Short-term debt                                          650
   Liabilities of discontinued operations                     1
                                                         ------
Total Current Liabilities                                 1,124

Long-term debt                                              210
Other liabilities                                           289
                                                         ------
Total liabilities not subject to compromise               1,623

Liabilities subject to compromise                         1,849

Shareholders' Deficit:
   Common stock (authorized, 600,000 shares,                  1
      par value $0.01) -- 118,400,635 shares issued
   Additional contributed capital                            56
   Treasury stock, at cost (13,941,057 shares)             (251)
   Net deficiency of assets at spin-off                    (113)
   Accumulated other comprehensive loss                     (67)
   Accumulated deficit                                   (1,043)
                                                         ------
Shareholders' deficit                                    (1,417)
                                                         ------
Total Liabilities & Shareholders' Deficit                $2,055
                                                         ======


                        Solutia Inc.
            Statement of Consolidated Operations
                Year Ended December 31, 2006
                        (In millions)

NET SALES                                                $2,905
Total cost of goods sold                                  2,524
                                                         ------
Gross Profit                                                381

Marketing expenses                                          136
Administrative expenses                                      97
Technological expenses                                       45
Amortization expenses                                         1
                                                         ------
Operating income (Loss)                                     102

Equity earnings from affiliates                              38
Interest expense, net                                      (104)
Other income, net                                            14
Loss of debt modification                                    (8)
Reorganization items, net                                   (71)
                                                         ------
Loss before income tax expense (benefit)                    (29)
Income tax expense                                           18
                                                         ------
Income from continuing operations before                    (47)
Income (loss) from discontinued operations, net              58
                                                         ------
Income before cumulative effect of change in accounting      11
   principle
Cumulative effect of change in accounting principle, net      0
                                                         ------
NET INCOME                                                  $11
                                                         ======


                        Solutia Inc.
            Statement of Consolidated Cash Flows
                Year Ended December 31, 2006
                        (In millions)

Cash & cash equivalents used in operating activities:
Net income (loss)                                           $11
Adjustments to reconcile to Cash from Operations:
   Cumulative effect of change in accounting principle        0
   Depreciation and amortization                            111
   Loss (income) from discontinued operations               (58)
   Amortization of deferred credits                          (9)
   Deferred income taxes                                      4
   Equity (earnings) loss from affiliates, net              (38)
   Gain on sale of Astaris assets                             0
   Restructuring expenses and other changes                   5
   Other, net                                                (2)
   Changes in assets and liabilities
      Income and deferred taxes                               4
      Trade receivables                                     (43)
      Inventories                                           (14)
      Accounts payable                                       12
      Liabilities subject to compromise                    (307)
      Other assets and liabilities                          138
                                                         ------
Cash provided (used in) by continuing operations           (186)
Cash provided by discontinued operations                      2
                                                         ------
      Cash provided by (used in) operations                (184)
                                                         ------
Investing activities:
Property, plant and equipment purchases                    (106)
Acquisition and investment payments, net                    (16)
Property disposals and investment proceeds, net               5
                                                         ------
Cash used in continuing investing activities               (117)
Cash used in discontinued investing activities               69
                                                         ------
      Cash provided by (used in) investing activities       (48)
                                                         ------
Financing Activities:
Net change in short-term debt obligations                   350
Proceeds from issuance of long-term debt obligations          0
Net change in cash collateralized letters of credit           0
Payments on long-term obligations                           (51)
Deferred debt issuance costs                                (17)
Other, net                                                   (7)
                                                         ------
Cash provided by continuing financing activities            275
                                                         ------
Increase (Decrease) in cash and cash equivalents             43

Cash and cash equivalents, beginning of year                107
                                                         ------
CASH AND CASH EQUIVALENTS, END OF YEAR                     $150
                                                         ======

                        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).


SOLUTIA INC: Has Made Significant Progress in Chapter 11 Case
-------------------------------------------------------------
Last month, Solutia Inc. and its debtor-affiliates sought further
extension of their exclusive periods to file a Chapter 11 plan of
reorganization through and including April 30, 2007, and to
solicit acceptances of that plan through and including June 29,
2007.

Subsequently, among various parties that filed responses to the
Debtors' motion, the Ad Hoc Committee of Solutia Noteholders
asked the U.S. Bankruptcy Court for the Southern District of New
York to deny the requested extension.  

The Noteholders argued that the Debtors' request is not supported
by real progress in the Chapter 11 cases, and the justifications
given for extending exclusivity are hollow.

                    Debtors Slam Noteholders

Undisputed facts show that the Debtors have made significant
progress toward emerging from Chapter 11 and have accomplished
what the Court asked it to do at the November 16, 2006 hearing on
exclusivity, Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in
New York, states.

The only thing Solutia, Inc., et al., has not done since the
November 2006 hearing on the Debtors' request for extension is
persuade the Ad Hoc Committee of Solutia Noteholders to engage in
good faith, confidential negotiations with Solutia and its
stakeholders, Mr. Henes tells the Court.  The Noteholders cannot
have it both ways -- simultaneously refusing to negotiate with
the Solutia and its stakeholders while decrying the supposed lack
of progress in the Debtors' Chapter 11 cases, he argues.

Each of Solutia's major stakeholders, other than the Noteholders
-- the Official Committee of Unsecured Creditors, Official
Committee of Retirees, Official Committee of Equity Security  
Holders and Monsanto Co. -- support the Debtors' request for an
extension of their exclusive periods to file, and solicit  
acceptances of, a reorganization plan.  Once again, the
Noteholders Committee is the lone party objecting to the Debtors'
exclusivity, Mr. Henes notes.

The Noteholders Committee claims that the Dec. 8, 2006 plan term
sheet "failed to move the parties closer together and never
became the focus of plan discussions."  Mr. Henes says that in an
effort to stimulate negotiations, and in recognition of the risks
of the unresolved adversary proceeding commenced by Equity
Committee against JPMorgan Chase Bank, as indenture trustee,
Solutia provided the Noteholders with a term sheet outlining a
compromise stand-alone plan of reorganization predicated on the
Court's 50/50 assessment of the risks attendant to all parties
from the JPMorgan Adversary Proceeding.

The proposal provided the Noteholders with an 80.2% recovery,
which has a 26% premium to the recovery proposed for Solutia's
general unsecured creditors, but the Noteholders refused to
engage in any negotiations with the Debtors or their official
committees, Mr. Henes tells the Court.

The Noteholders Committee asserts that the improvement in its
recovery is the result of financial gamesmanship as opposed to
the reallocation of real value or improvements in Solutia's
business operations.

As the Debtors clearly disclosed in their Exclusivity Request,
the term sheet assumes a higher equity value than the disclosure
statement, filed on Feb. 14, 2006, to their Plan, of
Reorganization.  The Noteholders' objection is a proverbial "red
herring," Mr. Henes contends.  The actual equity value will be
determined by the Court or through the sale process, he states.

The Noteholders Committee also attacks Solutia's exploratory sale
process, conveying decidedly false impression that the
Noteholders' professionals have not been involved in discussions
regarding the sale process and have not been provided with all
available confidential information concerning the sale process
and its progress, Mr. Henes says.

In consideration of the Court's and their stakeholders' concerns
regarding the sale process, the Debtors pushed back the timetable
for the sale process so that indications of interest would be due
in late December 2006.  The Debtors also met with each of their
major stakeholders, including the Noteholders, to discuss the
sale process, Mr. Henes relates.  The discussions resulted in
constructive comments and suggestions, which were incorporated
into the sale process.

The exploratory sale process was successful.  The Debtors
received indications of interest that would allow it to proceed
with a viable alternative to a stand-alone plan based on a sale.  
Solutia also identified a second sale alternative premised on the
sale of certain of Solutia's businesses and a reorganization
around the remaining businesses.  Mr. Henes informs the Court
that Solutia is analyzing and evaluating its options and will
continue to work with its stakeholders and prospective purchasers
to develop and alternative sale-based plan that would be
supported by the constituents.

The Noteholders' repeated opposition to the continuation of the
Debtors' exclusive periods is an exercise in futility because
they are not in position to propose a viable, confirmable plan of
reorganization, Mr. Henes maintains.

Mr. Henes asserts that there is no prejudice to the Noteholders
or any other stakeholders from extending the Exclusive Periods to
allow the recently commenced talks between the Noteholders
Committee and Monsanto to continue or for Solutia to continue to
pursue the sale alternatives.  He notes that Solutia's exclusive
right to file a plan and solicit acceptances does not preclude
the Noteholders or any other stakeholders from continuing to
propose restructuring alternatives for the estate.

Mr. Henes warns that termination of the Exclusive Periods at this
juncture would be highly detrimental to the Chapter 11 cases and
Solutia's businesses.  Solutia believes that a clarification of
the legal rights of its creditors is necessary, through a ruling
on the JPMorgan Adversary Proceeding, to resolve the issues
impeding Solutia's progress to confirm a Chapter 11 plan.

                        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: Gets $1.6-Billion Pledge to Refinance Bank Loan
----------------------------------------------------------------
Spectrum Brands Inc. reported that Goldman Sachs and Bank of
America have provided a commitment to refinance Spectrum Brands'
existing bank credit facility.  This commitment provides for a
new bank credit facility in the aggregate principal amount of at
least $1.6 billion with a six-year maturity.  The refinancing
will be completed by March 30, 2007.

"We are very pleased to have reached this refinancing agreement,
which will provide us with the financial flexibility to pursue
additional steps to improve our capital structure in an orderly
manner, while continuing to strengthen our operating businesses,"
Spectrum Brands President and Chief Executive Officer David
Jones stated.  "We remain keenly focused on completion of asset
sales to reduce our outstanding debt and leverage.  We believe the
Company is on the right track to creating long-term sustainable
value."

The commitment of Goldman Sachs and Bank of America is subject
to customary terms and conditions, including negotiation and
execution of definitive loan documentation.  Goldman Sachs will
lead the refinancing and act as joint lead arranger, joint
bookrunner and sole syndication agent.  Bank of America will act
as joint lead arranger and joint bookrunner. There can be no
assurances that the anticipated refinancing will be completed
or, if completed, what the time or terms of such transaction
will be.

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products  
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company has manufacturing
and distribution facilities in China, Australia and New Zealand,
and sales offices in Melbourne, Shanghai, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Standard & Poor's Ratings Services lowered all of its ratings on
Atlanta, Georgia-based Spectrum Brands Inc., including the
company's corporate credit rating, which was lowered to 'CCC+'
from 'B-'.  The outlook is developing.


SPECTRUM BRANDS: Launches Exchange Offer for 8-1/2% Senior Notes
----------------------------------------------------------------
Spectrum Brands, Inc. intends to commence an exchange offer to
refinance the $350 million in aggregate principal amount
outstanding of its 8-1/2% Senior Subordinated Notes due Oct. 1,
2013 (CUSIP No. 755081AD8) with new senior subordinated notes due
October 2, 2013 of equal principal amount.  The company intends to
commence the exchange offer by Friday, March 16, 2007, and to
consummate the initial settlement of the exchange offer and the
bank credit facility refinancing referred to below by March 30,
2007, subject to the terms, and the satisfaction of the
conditions, described below.

The New Notes will bear interest at an initial rate of 11.00%,
increasing to 11.25% on April 1, 2007 and thereafter increasing
semi annually based on a specified schedule and other provisions.  
The New Notes will be redeemable by the company at scheduled
redemption prices, reflecting a specified premium to par beginning
immediately and declining to par on Oct. 1, 2010.

In conjunction with the exchange offer, the company plans to
solicit consents from the holders of Existing Notes to effect
proposed amendments to the indenture for the Existing Notes that
would eliminate substantially all of the restrictive covenants and
events of default contained therein.  The company expects that the
indenture for the New Notes will contain restrictive covenants and
events of default substantially similar to those pertaining to the
Company's outstanding 7-3/8% Senior Subordinated Notes due 2015,
including specified provisions for senior secured credit
facilities of up to $1.6 billion.

In connection with the exchange offer, the company has entered
into an agreement with certain holders of the Existing Notes who
previously delivered a notice of default to the company under
which such holders have agreed not to exercise any rights or
remedies which may be available to them under the indenture for
the Existing Notes in respect of and to waive alleged defaults, to
tender their notes in the exchange offer and to consent to the
proposed amendments to the indenture for the Existing Notes.  The
company has been advised that these holders own or otherwise
control a majority in aggregate principal amount of the
outstanding Existing Notes.  The agreement will terminate in the
event that Existing Notes are not exchanged in the offer prior to
April 10, 2007.

The closing of the exchange offer will be subject to various
conditions, including the refinancing of the company's existing
bank credit facility and holders of a majority in principal amount
of the Existing Notes having tendered their Existing Notes in the
exchange offer, consented to the amendments to the indenture for
the Existing Notes and waived alleged defaults, and other
customary terms and conditions.

                  Annual Shareholders' Meeting

Spectrum Brands, Inc., will hold its annual shareholders'
meeting on April 25, 2007, at 8:00 a.m. CT at the company's
North American headquarters, at 601 Rayovac Drive in Madison,
Wisconsin.

Shareholders of record as of March 27, 2007, will be entitled to
vote at the meeting.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products  
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company has manufacturing
and distribution facilities in China, Australia and New Zealand,
and sales offices in Melbourne, Shanghai, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Standard & Poor's Ratings Services lowered all of its ratings on
Atlanta, Georgia-based Spectrum Brands Inc., including the
company's corporate credit rating, which was lowered to 'CCC+'
from 'B-'.  The outlook is developing.


STRUCTURED ASSET: Fitch Rates $21 Mil. Class B2 Certificates at BB
------------------------------------------------------------------
Structured Asset Securities Corporation's (SASCO) mortgage
pass-through certificates, series 2007-MLN1, are rated by Fitch
Ratings:

   -- $706,858,000 classes A1 through A5 'AAA';
   -- $40,105,000 class M1 'AA+';
   -- $37,827,000 class M2 'AA';
   -- $12,761,000 class M3 'AA-';
   -- $18,230,000 class M4 'A+';
   -- $13,672,000 class M5 'A';
   -- $8,203,000 class M6 'A-';
   -- $9,115,000 class M7 'BBB+';
   -- $7,747,000 class M8 'BBB';
   -- $11,394,000 class M9 'BBB-';
   -- $13,216,000 class B1 'BB+'; and
   -- $21,420,000 class B2 'BB'.

The 'AAA' rating on the class A certificates reflects the 22.45%
credit enhancement provided by the 4.40% class M1, 4.15% class M2,
1.40% class M3, 2% class M4, 1.50% class M5, 0.90% class M6, 1%
class M7, 0.85% class M8, 1.25% class M9, 1.45% class B1 and 1.50%
class B2 along with overcollateralization (OC).  The initial OC
amount is 1.20%, growing to a target OC of 3.55%.  In addition,
the ratings on the certificates reflect the quality of the
underlying collateral, and Fitch's level of confidence in the
integrity of the legal and financial structure of the transaction.

The mortgage pool consists of fixed-rate mortgage and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties, with an aggregate principal
balance of $ 911,486,558.  As of the Feb. 1, 2007, cut-off date
the mortgage loans had a weighted average loan-to-value ratio of
81.80%, weighted average coupon of 8.357%, weighted average
remaining term to maturity of 354 months and an average principal
balance of $222,911.  Single-family properties and planned unit
developments account for approximately 84.83% of the mortgage
pool, condos 6.68% of the mortgage pool, and two-to-four family
properties 8.49% of the mortgage pool.  The three largest state
concentrations are Florida (15.51%), New York (9.95%), and
Maryland (8.85%).

All of the mortgage loans were acquired by Lehman Brothers
Holdings Inc. from Mortgage Lenders Network USA, Inc.

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

SASCO deposited the loans into the trust, which issued the
certificates, representing beneficial ownership in the trust.  For
federal income tax purposes, the Trust will consist of multiple
real estate mortgage investment conduits (REMICs).  Wells Fargo
Bank, N.A. will act as trustee.  Aurora Loan Services LLC, rated
'RMS1-' will act as Master Servicer for this transaction.


STUDENT FINANCE: Former CEO Found Guilty of Bankruptcy Fraud
------------------------------------------------------------
Student Finance Corp.'s former chief executive officer Andrew Yao
was found guilty Wednesday by a federal jury of two counts of
bankruptcy fraud, the Houston Chronicle reports citing the
Associated Press.

Mr. Yao faces up to five years in prison and a fine of up to
$250,000.

According to the report, the trial, which started Monday, stemmed
on a 2003 bankruptcy deposition wherein Mr. Yao denied knowing the
identity of the person to whom $669,000 was wired to in 2001.  Mr.
Yao also claimed that the $150,000 he sent to two Las Vegas
casinos was payment for lodging and gambling expenses for friends
and relatives.

In reality, according to the report, the $669,000 was wired to
former Playboy centerfold Alexandria "Lexie" Karlsen Wolfe, Mr.
Yao's mistress at that time, while the $150,000 was sent to cover
Mr. Yao's blackjack games.

Prosecutors suggested that Mr. Yao lied in order to fight off
efforts by SFC's creditors to convert SFC's case to a chapter 7
liquidation, the report says.  Mr. Yao claimed that he had no
intention of lying to creditors or the bankruptcy court but rather
wanted to hide his infidelity.  Prosecutors however argued that
all they needed was to prove that Mr. Yao intended to lie
regardless of the reason why.

Based in New Castle, Delaware, Student Finance Corp., was in the
business of originating and acquiring non-guaranteed student loans
and tuition installment agreements primarily from truck and
driving schools.  On June 5, 2005, four trucking schools filed an
involuntary petition against the company (Bankr. D. Del. Case No.
02-11620).  On Nov. 4, 2002, the Court  entered an Order for
Relief under Chapter 11 of the Bankruptcy Code.  On Sept. 29,
2003, the Court appointed Charles A. Stanziale, Jr., as the
chapter 11 trustee.  The case was converted to a chapter 7
liquidation on Nov. 14, 2003 with Mr. Stanziale appointed as the
chapter 7 trustee.  Fox Rothschild LLP represents Mr. Stanziale.


SUNTERRA CORP: Selling Assets to Diamond Resorts for $700 Million
-----------------------------------------------------------------
Diamond Resorts, LLC has entered into a definitive agreement under
which an affiliate of Diamond Resorts will acquire Sunterra
Corporation for $16 per share in cash, a 35% premium over the
closing price of Sunterra's common stock on March 8, 2007, the day
before rumors of the acquisition entered the marketplace.  The
total value of the transaction is approximately $700 million,
including $375 million of existing Sunterra debt.

The Diamond Resorts affiliate is expected to commence a tender
offer for all of Sunterra's outstanding common stock within the
next five business days, which is subject to extension in certain
circumstances and will remain open for 40 calendar days following
commencement of the Offer.  A bank group led by Credit Suisse has
provided a debt financing commitment to Diamond Resorts to support
the Offer.

"We are very excited about this acquisition, which will enable
Diamond Resorts to build on our position as a world leader in the
vacation ownership industry to create the largest pure-play
vacation ownership company in the world," Stephen J. Cloobeck,
Chairman and Chief Executive Officer of Diamond Resorts, said.  
"With over 25 years of experience and a successful track record in
the development, management, marketing and sales of vacation
ownership properties, we are uniquely positioned to capitalize on
Sunterra's assets and enhance its position as a global leader in
vacation ownership innovation and quality."

"We plan to invest in Sunterra's worldwide platform, including its
96 branded or affiliated vacation ownership resorts throughout the
continental United States as well as in Hawaii, Canada, Europe,
the Caribbean and Mexico," Mr. Cloobeck added.  "Our goal is to
acquaint more consumers with the many benefits of vacation
ownership and deliver an enhanced hospitality experience to
Sunterra's 326,000 current owner families in 13 countries across
the globe. We look forward to working with Sunterra's talented
managers and employees to grow the company in the years ahead."

The Sunterra Board of Directors has unanimously approved the
acquisition and recommends that shareholders accept the Offer.  
Consummation of the Offer is subject to customary conditions and
is not subject to financing.  Diamond Resorts' acquisition of
Sunterra is expected to be completed during the second quarter of
2007.  Following the acquisition of at least 90% of Sunterra's
outstanding shares in the Offer, the Diamond Resorts affiliate
will merge with and into Sunterra, with any shares not tendered in
the Offer being converted into the right to receive $16.00 per
share in cash.  Sunterra will remain headquartered in Las Vegas,
Nevada.

UBS Securities LLC, Credit Suisse, Trivergance LLC, Piercy Bowler
Taylor and Kern, Certified Public Accountants, and Textron
Financial Corporation are acting as financial advisors to Diamond
Resorts and Christensen, Glaser, Fink, Jacobs, Weil & Shapiro,
LLP, Ballard Spahr Andrews & Ingersoll, LLP and Katten Muchin
Rosenman LLP are acting as legal counsel to Diamond Resorts.

                      About Diamond Resorts

Diamond Resorts LLC -- http://www.diamondresorts.com/-- has over  
25 years of experience in the successful development, management,
marketing and sales of vacation ownership properties and has been
a consistent leader in the vacation ownership industry.  Diamond
Resorts' premier properties include Polo Towers, the first purpose
built, high-rise vacation ownership property in the industry.  
Diamond Resorts most recently spearheaded the design of Marriott's
Grand Chateau vacation ownership resort.  The Diamond Resorts
properties include some of the first vacation ownership properties
in Las Vegas, such as the Jockey Club and The Carriage House, as
well as Kona Reef in Hawaii.

                      About Sunterra Corp.

Headquartered in Las Vegas, Nevada, Sunterra Corporation
(PINKSHEETS: SNRR) -- http://www.sunterra.com/-- is a vacation  
ownership company with more than 324,000 owner families and
nearly 100 branded or affiliated vacation ownership resorts
throughout the continental United States and Hawaii, Canada,
Europe, the Caribbean and Mexico.

                      Credit Facility Waiver

On Feb. 1, 2007, the company entered into a waiver and amendment
to its credit facility with Merrill Lynch Mortgage Capital Inc.,
as administrative agent and collateral agent for the lenders under
the facility, pursuant to which, among other things, the company
is permitted to postpone until July 31, 2007, the delivery of
audited financial statements for the fiscal year ended Sept. 30,
2006.

The company intends to restate its financial results for the
fiscal years ended Dec. 31, 2002, through Sept. 30, 2005, and for
the fiscal quarter ended Dec. 31, 2005.  Sunterra has not filed
financial statements for the fiscal quarters ended March 31, 2006,
June 30, 2006, and Dec. 31, 2006, and for the fiscal year ended
Sept. 30, 2006.

The restatement is a result of certain issues with respect to
European taxes and historical accruals, which were determined by
management after its review of the factual findings of the
independent investigation of the Audit and Compliance Committee of
its Board of Directors into certain allegations by a former
employee regarding, among other things, accounting improprieties
at its European subsidiary.

If the company cannot complete the audit and provide audited
financials by July 31, which is the expiration date for the credit
facility, the company would intend to request an additional waiver
in connection with an extension or renewal of the credit facility.


SUPERIOR PETROLEUM: Case Summary & Four Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Superior Petroleum Corporation
        781 Progress Court
        Williamston, MI 48895

Bankruptcy Case No.: 07-01786

Type of Business: The Debtor is engaged in oil exploration and
                  development.

Chapter 11 Petition Date: March 13, 2007

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Jerome D. Frank, Esq.
                  Frank & Frank P.C.
                  30833 Northwestern Highway, Suite 205
                  Farmington Hills, MI 48334
                  Tel: (248) 932-1440

Debtor's financial condition as of March 13, 2007:

      Total Assets:  $8,878,442

      Total Debts:  $23,712,958

Debtor's Four Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Red River Operators                        $437,202
c/o Stephen Metzler
1800 West Big Beaver Road, Suite 100
Troy, MI 48084

Joe Blimline                                $99,016
c/o Joseph Spiegel
825 Victory Way, Suite 300
Ann Arbor, MI 48108

Great Lakes Energy LLC                      $27,350
c/o Stephen Metzler
1800 West Big Beaver Road, Suite 100
Troy, MI 48084

J2 Investments                               $6,466
c/o Stephen A. Metzler
1800 West Big Beaver Road, Suite 100
Troy, MI 48084


TOWER AUTO: Wants to Make Initial Payment in ERISA Settlement
-------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates seek permission
from the Honorable Allen L. Gropper of the U.S. Bankruptcy Court
for the Southern District of New York to make a $2 million
provisional settlement payment as part of a settlement of an
Employee Retirement Income Security Act Class Action.

The Debtors previously obtained approval from Judge Gropper to
advance up to an aggregate of $1,500,000 in legal defense fees,
costs and related expenses incurred by the Debtors' current and
former officers, directors and employees to defend alleged
violations of the Employee Retirement Income Security Act Class
Action.

The Debtors maintain that resolution of the ERISA Litigation is
an important aspect of their efforts to reorganize.

The Debtors and the individual defendants have been negotiating a
settlement of the Class Action Lawsuits that resolves all
potential liability of the Debtors or the Individual Defendants,
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates.

While the Settlement will be subject to review and approval by
U.S. District Court for the Southern District of New York, the
Debtors come before Judge Gropper seeking authority to make a
provisional payment pursuant to the Settlement, Mr. Cieri notes.
If the request is granted, the Debtors would execute a fully
documented settlement agreement and make the Provisional
Settlement Payment.

The salient terms of the Settlement term sheet provides that:

    (a) Upon approval of the Settlement by the District Court, the
        Debtors will deposit $2,000,000 in a segregated account;

    (b) The stipulated liability under the ERISA Litigation will
        be capped at $14,000,000, which is within the policy
        limits under the ERISA Policy;

    (c) The Debtors and the Individual Defendants would agree to
        assign to the plaintiffs in the Class Action Lawsuits the
        right to pursue the Debtors' and the Individual
        Defendants' claims against Federal Insurance Company --
        the Debtors' insurance carrier -- up to $14,000,000, at
        the Plaintiffs' sole expense; and

    (d) If the Plaintiffs prevail against Federal in the Coverage
        Litigation, the first $4,000,000 of any recovery would go
        to the Plaintiffs, the next $2,000,000 would go to the
        Debtors to reimburse them for the Provisional Settlement
        Payment, and the balance of any recovery would go to the
        Plaintiffs.  Thus, so long as there is more than
        $6,000,000 in coverage for the ERISA Litigation, the
        Debtors will be entitled to a full refund of the
        Provisional Settlement Payment upon the Plaintiffs'
        receipt of funds from Federal.

The Debtors submit that the Settlement is beneficial to their
estates and creditors, fair and equitable, and falls well within
the range of reasonableness.

Mr. Cieri also notes that in exchange for the Provisional
Settlement Payment, the Debtors will receive several important
benefits from the Settlement, including that:

    (1) The Debtors will realize significant savings by not
        continuing to fund the litigation costs associated with
        the Coverage Litigation and the ERISA Litigation.  The
        Coverage Litigation and the ERISA Litigation are both in
        relatively early stages, and given the tenor to date,
        would be very costly to conclude, and would likely involve
        significant appellate litigation;

    (2) The Settlement will provide much needed certainty to the
        Debtors and the Individual Defendants at a crucial time in
        the Debtors' Chapter 11 cases.  The ERISA Litigation and
        the Coverage Litigation have been a distraction for the
        Debtors and for the Individual Defendants, and the Debtors
        believe that their reorganization efforts would benefit
        from putting an end to this distraction and allowing the
        Debtors and the Individual Defendants to more fully focus
        on the considerable challenges at hand related to the
        Debtors' planned emergence from Chapter 11;

    (3) The Settlement will remove a significant obstacle to the
        Debtors' ability to retain the services of the Individual
        Defendants going forward.  The Debtors expect that the
        future owners of, or investors in, their businesses,
        whomever they may be, may want to retain some or all of
        the Individual Defendants, and that the ERISA Litigation
        could be a barrier to that goal; and

    (4) The Debtors and the Individual Defendants will receive a
        full release of all claims arising out of, or in any way
        related to, directly or indirectly, any or all of the
        acts, omissions, facts, matters, transactions or
        occurrences during the Class Period that are, were, or
        could have been alleged, asserted or set forth in the
        ERISA Litigation related to alleged violations of ERISA.
        The release is significant because there's a risk that if
        the Individual Defendants were held liable in the ERISA
        Litigation, their liability would be as agents of the
        Debtors, exposing the Debtors to both vicarious liability
        under the theory of "respondeat superior" and the risk of
        being collaterally estopped from denying liability for the
        actions of the Individual Defendants.

                            Responses

(a) Silver Point

Silver Point Capital Fund, L.P., asserts that it neither takes
issue with the economic structure of the Settlement nor maintains
that the Settlement falls outside the "range of reasonableness."
However, Silver Point believes that consideration of the request
should be deferred until a better understanding of the Debtors'
ability to fully satisfy the claims of their senior creditors --
specifically, the Second Lien Lenders -- in cash can be
ascertained.

James C. Tecce, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, argues that the Debtors' bankruptcy cases have reached
a critical point, and paying junior creditors' prepetition claims
outside of a Chapter 11 plan before the satisfaction of the
Second Lien Lenders' claims simply is inappropriate.

"This is especially true when the $2 million provisional payment
will not be used to satisfy claims asserted against the Debtors,"
Mr. Tecce argues.

Mr. Tecce adds that at best, the Debtors may be obligated with
respect to indemnification claims asserted by the Individual
Defendants relating to the ERISA Litigation.  These claims would
arise under the Debtors' by-laws and employment agreements, and
relate to alleged prepetition misconduct.

Accordingly, Silver Point asks Judge Gropper to sustain its
objection and defer consideration of the Debtors' request.

(b) Creditors Committee

The Official Committee of Unsecured Creditors asks the Bankruptcy
Court to deny the Debtors' request because:

    * The Plaintiffs' claims arose from the sale of securities,
      and the Bankruptcy Code mandates that the claims be
      subordinated to the claims of general unsecured creditors.
      Thus, payment of the Settlement, without a guarantee of
      insurance coverage, will in essence elevate the plaintiffs'
      claims above all other claims; and

    * The Settlement Payment will constitute the payment of a
      prepetition claim outside of a confirmed Reorganization
      Plan.  Courts have consistently held that payment of those
      claims should only be approved where it is essential to the
      debtors' reorganization efforts.

The Bankruptcy Court must not allow the Debtors to end run around
the bankruptcy priority scheme, and favor the Plaintiffs'
subordinate claims to the detriment of all other claimants, Ira
S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New
York, emphasizes.

Under Section 510(b) of the Bankruptcy Code, courts must
subordinate bankruptcy claims "for damages arising from purchases
and sales of securities of a debtor," including claims for
"reimbursement or contribution" based on those claims, Mr.
Dizengoff notes.

According to Mr. Dizengoff, even if the Plaintiffs' claims are
not subordinated pursuant to Section 510(b), they are still
merely general unsecured claims that should be paid pursuant to a
confirmed Plan.  Multiple provisions in the Bankruptcy Code
envision and demand that similarly situated creditors receive
equal treatment.

Moreover, as required by the Bankruptcy Court's prior orders, the
Debtors must be directed to seek reimbursement from Federal of
all amounts advanced, including amounts already paid, to the
Individual Defendants if the Debtors prevail in the ERISA
Coverage Litigation, Mr. Dizengoff argues.  It is premature to
allow the Debtors to pay any more amounts, including the
Settlement Payment, if there is no basis to recover those amounts
from Federal, he says.

Mr. Dizengoff maintains that the Debtors should know first if
they can recover the Settlement Payment -- plus the amounts
previously paid -- from Federal.  If the Debtors or their assigns
are successful in the ERISA Coverage Litigation, then the
proposed Settlement would have no impact on the estate.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower Automotive
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Wants Avoidance Actions Protocol Established
--------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates previously asked
the U.S. Bankruptcy Court for the Southern District of New York to
enter a ruling establishing streamlined procedures for claims and
actions that are commenced by the Debtors pursuant to Sections
502, 547, 548 and 550 of the Bankruptcy Code.

The Court requested that the motion be noticed to all defendants
in the Avoidance Actions.

On Feb. 23, 2007, the Debtors filed a similar request asking the
Court to enter an order establishing certain procedures governing
all Avoidance Actions.

Specifically, Frank A. Oswald, Esq., at Togut, Segal & Segal,
LLP, in New York, says, the Debtors ask the Court to enter a
ruling:

    (a) eliminating the requirement of a scheduling conference
        required by Rule 7026(f) of the Federal Rules of
        Bankruptcy Procedure, and an initial pretrial conference
        under Rule 7016, and instead, set procedures and
        timetables for service of Rule 7026 disclosures;

    (b) requiring a pre-motion conference before any motion is
        filed; and

    (c) authorizing and approving omnibus procedures for the
        settlement and compromise of the Avoidance Actions,
        pursuant to which the Debtors would be permitted to settle
        a majority of the Avoidance Actions without the
        requirement of noticing all creditors or bringing all of
        the proposed settlements before the Court for approval
        pursuant to Rule 9019 of the Federal Rules of Bankruptcy
        Procedure.

Mr. Oswald notes that the Debtors have served a copy of the
present request with the summons and complaint on the defendant
in each adversary proceeding.

The Debtors, the Official Committee of Unsecured Creditors and
their retained professionals have been working together to
determine whether any transfers made by the Debtors to third
parties within the one-year period immediately before their
bankruptcy filing, may be avoided and recovered by the Debtors
pursuant to Chapter 5 of the Bankruptcy Code, Mr. Oswald tells
Judge Kishel.

According to Mr. Oswald, the Debtors have commenced more than 400
adversary proceedings seeking to avoid and recover in excess of
$260,000,000, and have entered into 29 tolling agreements.

Mr. Oswald asserts that absent the establishment of streamlined
procedures to govern the prosecution and settlement of the
Avoidance Actions, it will be extremely difficult and costly for
the Debtors to prosecute the Avoidance Actions in an efficient
and timely manner and equally as difficult for the Court to
administer the matters.

Mr. Oswald says by instituting certain procedures, the Debtors
will be able to minimize the administrative costs to the estates
including, among other things:

    * the cost and expense of having counsel travel to and from
      the Court for countless pretrial and scheduling conferences;

    * drafting Rule 9019 motions; and

    * serving every creditor with every proposed settlement, which
      could amount to hundreds of motions for approval of
      settlements.

Mr. Oswald explains that given the volume of the Avoidance
Actions that were commenced, the Debtors believe that their
request with respect scheduling conferences, pretrial
conferences, initial disclosures and motion practice are
imperative.  Absent the limitations, Mr. Oswald says, the Court's
docket will be clogged with those matters and additional time
will be consumed with reviewing and signing individual scheduling
orders in potentially hundreds of adversary proceedings.

In addition, the Debtors seek the Court's authority to settle and
compromise Avoidance Actions in accordance with these procedures:

    (1) For the settlement of any Avoidance Action where the
        amount demanded is $1,000,000 and greater, the Debtors
        will, after obtaining the prior agreement of the Creditors
        Committee or its successor that the proposed settlement is
        fair and reasonable, seek for Court approval of the
        proposed settlement pursuant to Rule 9019 on notice by
        regular, first-class mail upon:

         (a) counsel for the Creditors Committee;

         (b) the Office of the U.S. Trustee for the Southern
             District of New York;

         (c) the parties listed on the "Notice List" established
             by the Court's ruling establishing notice procedures;
             and

         (d) the defendant in that particular Avoidance Action;

    (2) For the settlement of any Avoidance Action where the
        amount demanded is greater than $150,000 but less than
        $1,000,000, after consultation with the Creditors
        Committee or its successor regarding the settlement, the
        Debtors will serve notice of any proposed settlement by
        regular, first-class mail on the Notice Parties, provided
        that if any of the Notice Parties object to a settlement
        proposed by the Debtors, and the Debtors still desire to
        enter into the proposed settlement with the defendant, the
        execution of the settlement will not proceed except upon:

           -- resolution of the objection by the Debtors and the
              Objecting Party; or

           -- further Court ruling after a hearing.

        The Debtors will also file notice on the Court's
        electronic docket.  If no written objection is received
        within 10 business days after the date of service of the
        Notice, the Debtors will be authorized to consummate the
        proposed settlement without further Court ruling or
        consent of any other party;

    (3) For the settlement of any Avoidance Action where the
        amount demanded is $150,000 or less, the Debtors will be
        authorized to consummate the proposed settlement without
        further Court ruling, and without giving notice to, or
        receiving consent from any other party; and

    (4) The Debtors will provide a confidential bi-weekly
        settlement report to the Creditors Committee or its
        successor listing all settled actions, settlement amounts
        and claim waivers, unless the Committee or its successor
        waives the requirement.

The Debtors hope that the proposed procedures will promote
settlements because they believe proceeding in this manner may
obviate the need for defendants to retain outside counsel during
the settlement process.  Often, not having to expend substantial
resources for outside counsel is a major consideration in a
defendant's willingness to settle quickly, Mr. Oswald explains.

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).


TRANS CONTINENTAL: Court Approves Chapter 11 Trustee Appointment
----------------------------------------------------------------
The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida granted Tatonka Capital Corporation,
Integra Bank, National Association, American Bank of St. Paul and
First National Bank & Trust Company of Williston's request and
order the U.S. Trustee for Region 21 to appoint a chapter 11
trustee in Trans Continental Airlines, Inc.'s case.

Trans Continental is owned by Louis Pearlman.

                        A Rudderless Ship

The Movants told the Court that the Debtor's case literally cried
out for a chapter 11 trustee to take control and direct the
"rudderless ship" that was once the "financial empire" controlled
by Mr. Pearlman.  Mr. Pearlman is alleged to have direct or
indirect control of over 100 entities.

The Movants said that they are collectively owed in excess of
$48 million by Mr. Pearlman and in excess of $64 million by Trans
Continental.  The Movants firmly believe that all roads point to
the inevitable need to have an independent fiduciary appointed to
immediately take control over this bankruptcy case so as to
attempt to preserve value for all creditors and parties in
interest.

                         Ponzi Scheme

The Movants disclosed that Mr. Pearlman and Trans Continental were
the centerpieces in the largest "ponzi" scheme ever perpetrated in
the State of Florida, with over $300 million in investor funds
unaccounted for and an additional approximately $150 million in
bank loans with little to no apparent assets to show for it.

When it became apparent that his financial empire was crumbling
around him, Mr. Pearlman is alleged to have fled the country after
transferring substantial funds to himself personally and shortly
after that, the federal authorities, including the FBI, the IRS,
the FDIC and the Florida Office of Financial Regulation executed a
search warrant at the offices of TCA and at Mr. Pearlman's home,
taking control over numerous books and records of Pearlman, Trans
Continental and perhaps other entities.

                         Receivership

The Movants tell the Court that a receiver was appointed over
Trans Continental and certain other entities, excluding Mr.
Pearlman individually, in a state court proceeding in the Circuit
Court for the Ninth Judicial Circuit in and for Orange County in
an action commenced by the State of Florida, Office of Financial
Regulation in the exercise of the police powers of the State
of Florida.

           Cause Exist to Appoint Chapter 11 Trustee

The Movants contend that cause exists for the appointment of a
chapter 11 trustee citing:

    (a) the allegations and apparent evidence of the largest
        "ponzi" scheme ever in the State of Florida,

    (b) the fact that Mr. Pearlman has fled the country,

    (c) the lack of any immediately available assets,

    (d) the allegations and apparent evidence that substantial
        monies and assets were diverted by Mr. Pearlman and others
        over the past several weeks, and

    (e) the seizure of the books and records of TCA and others by
        the federal authorities.

                    About Trans Continental

Based in Orlando, Florida, Trans Continental Airlines, Inc. --
http://www.t-con.com/-- provides charter flight services to  
numerous destinations in the US and the Caribbean.  On March 1,
2007, American Bank of St. Paul, First National Bank and Trust Co.
of Williston, Tatonka Capital Corporation, and Integra Bank filed
an involuntary chapter 11 petition against the company and its
owner Louis J. Pearlman (Bankr. M.D. Fla. Case Nos. 07-00761 &
07-0062).

The petitioners are represented by:

    * American Bank - William P. Wassweiler, Esq., at Rider
      Bennett LLP;

    * First National - Raymond V. Miller, Esq., at Gunster
      Yoakley & Stewart, P.A.;

    * Tatonka Capital - Derek F. Meek, Esq., at Burr & Forman LLP;
      and

    * Integra Bank - Lawrence E. Rifken, Esq., at McGuire Woods
      LLP.

Mr. Pearlman is best known for managing boy bands such as 'N Sync
and the Back Street Boys.  A former Pearlman-owned company, F.F.
Station, LLC, filed for chapter 11 protection on Feb. 20, 2007
(Bankr. M.D. Fla. Case No. 07-00575).  F.F. Station owns and
operates a downtown shop, office, entertainment property called
Church Street Station.


TRANSAX INT'L: David Bouzaid Resigns from Board of Directors
------------------------------------------------------------
Transax International Limited's Board of Directors reported that
it accepted the resignation of David Bouzaid as a member of the
board of directors effective Mar. 9, 2007.

Mr. Bouzaid's resignation is a result of an unrelated contractual
arrangement that precludes Mr. Bouzaid from holding any
directorship position in a public company.

                About Transax International Limited

Based in Miami, Florida, Transax International Limited (OTCBB:
TNSX) -- http://www.transax.com/-- provides health information    
management systems to hospitals, physicians and health insurance
companies.  The company's subsidiaries, TDS Telecommunication
Data Systems LTDA provides services in Brazil; Transax Australia
Pty Ltd. operates in Australia; and Medlink Technologies Inc.
initiates research and development.

At Sept. 30, 2006, the company's balance sheet showed
US$2,003,214 in total assets, US$6,179,904 in total liabilities,
resulting in a $4,176,690 in total stockholders' deficit.


US AIRWAYS: ALPA Says Inability to Merger Affecting Passengers
--------------------------------------------------------------
The Air Line Pilots Association, International, said in its
website that operational debacles are nothing new at US Airways,
only now; the passengers are suffering alongside labor as a result
of management's inability to merge America West and US Airways.

The pilots of America West and US Airways, both of whom are
represented by the Air Line Pilots Association, International,
have been working for nearly a year-and-a-half to achieve a fair,
single agreement, which would be a significant step in merging the
two operations.  However, management continues to thwart the
process by passing bankruptcy-era proposals and seeking ways to
circumvent the pilots' agreements to illegally merge the two
airlines on the cheap.

Noting the disturbing trend of long lines and delayed, rerouted or
cancelled flights, the America West and US Airways pilots have
urged senior management to focus on merging the two airlines.  
Instead, management has disregarded the pilots' concerns to chase
their dream of building a bigger airline.  Following the failed
merger attempt with Delta Air Lines Inc., US Airways management
bunkered down and recently emerged to demonstrate their ineptitude
when they bypassed the pilots' agreements and illegally eliminated
America West's HP designator code from reservation systems,
listing all flights as a US Airways flight.  While the pilots are
now fighting this action -- and similar contract violations --
under the Railway Labor Act, the passengers have no such recourse
and were left literally holding their bags for hours.

"No amount of whitewashing by management can cover the fact that
the daily operations of US Airways are appalling," America West
Master Executive Council Chairman Captain John McIlvenna said.  
"Last week's disastrous attempt to merge the reservation systems
after violating our agreements was just the tip of the iceberg.  
Until management gets serious about negotiations and meets us at
the bargaining table with proposals that recognize our
contributions, America West and US Airways will continue to
operate separately to the detriment of our passengers, investors
and employees."

"The US Airways pilots share the frustrations of our passengers,
who are realizing that US Airways is long on promises and short on
delivery, as they learned last week during the disastrous
reservation systems switchover.  Just as management promised our
customers 'military precision' during the reservation systems
merger, they promised the pilots a single contract.  We're still
waiting.  We sincerely hope that our passengers don't have to wait
as long as we do," US Airways Master Executive Council Chairman
Captain Jack Stephan said.

Reaching a fair, single collective bargaining agreement with the
pilots would go a long way toward merging the two operations and
eliminating many of the problems encountered by running two
separate airlines, which has prohibited passengers, investors and
employees from capitalizing on the synergies the merger would
create.

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/-- represents 60,000 pilots at 40 airlines in  
the U.S. and Canada.

                       About US Airways

Headquartered in Tempe, Arizona, US Airways Group Inc.'s --
http://www.usairways.com/-- primary business activity is the   
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

As reported in yesterday's Troubled Company Reporter Standard &
Poor's Ratings Services assigned its 'B' rating to US Airways
Group Inc.'s $1.6 billion secured credit facility due 2014,
currently being syndicated.


WACHOVIA BANK: Fitch Holds Low-B Ratings on 6 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings affirms Wachovia Bank Commercial Mortgage Securities
Trust 2005-C22 as:

    -- $40.7million class A-1 at 'AAA';
    -- $93.9 million class A-2 at 'AAA';
    -- $164.6 million class A-3 at 'AAA';
    -- $148.5 million class A-PB at 'AAA';
    -- $941 million class A-4 at 'AAA';
    -- $376.2 million class A-1A at 'AAA';
    -- $253.4 million class A-M at 'AAA';
    -- $152 million class A-J at 'AAA';
    -- Interest-only class IO at 'AAA';
    -- $22.2 million class B at 'AA+';
    -- $31.7 million class C at 'AA';
    -- $25.4 million class D at 'AA-';
    -- $47.5 million class E at 'A';
    -- $31.7 million class F at 'A-';
    -- $28.5 million class G at 'BBB+';
    -- $28.5 million class H at 'BBB';
    -- $34.8 million class J at 'BBB-';
    -- $15.8 million class K at 'BB+';
    -- $12.7 million class L at 'BB';
    -- $12.7 million class M at 'BB-';
    -- $6.3 million class N at 'B+';
    -- $6.3 million class O at 'B';
    -- $9.5 million class P at 'B-';

Fitch does not rate the $41.2 million class Q.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the February 2007
distribution date, the pool's aggregate certificate balance has
decreased 0.4% to $2.525 billion from $2.534 billion at issuance.  
There have been no delinquent loans or loans in special servicing
since issuance.

At issuance, Fitch credit assessed the following three loans;
Metro Pointe at South Coast, 1201 Broadway and The Shoppes at
Eastchase.  These loans maintain their investment grade credit
assessments based on stable performance and occupancy levels since
issuance.


WAMU: Moody' Puts Low-B Ratings on Class B-1 and B-2 Certificates
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to the Class
B-1 Certificates and a Ba2 rating to the Class B-2 Certificates
issued by WaMu Asset-Backed Certificates, WaMu Series 2007-HE1
Trust.

The complete rating actions are:

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE1 Trust

    * Cl. B-1, Assigned Ba1
    * Cl. B-2, Assigned Ba2


WESTLB AG: Closes $325 Million Credit Facility for Pacific Ethanol
------------------------------------------------------------------
WestLB AG's Global Energy Group has successfully closed a
$325 million senior secured credit facility for Pacific Ethanol,
Inc., a West Coast-based marketer and producer of ethanol and a
publicly traded company on the NASDAQ Global Market.  WestLB acted
as the sole book runner, lead arranger and administrative agent.

The facility is the first widely syndicated owner-construct
financing in the ethanol industry and allows Pacific Ethanol to
act as its own construction contractor, which is expected to
provide lower construction costs and shorter time to market.  The
financing is for the construction and operation of Pacific
Ethanol's first five plants, all of which will be located in the
Western United States.

The facility consists of a $300 million senior secured
construction and term loan, and a $25 million working capital
letter of credit facility to finance a portfolio of five ethanol
plants.

"WestLB has successfully syndicated over $1.5 billion in ethanol
financing in the past 18 months and is committed to delivering the
best financial solutions in this sector," Tom Murray, Global Head
of Energy, said.  "WestLB is pleased to partner with high end
companies like Pacific Ethanol that have intelligent and
successful strategic growth plans in place within the ethanol
sector."

                      About Pacific Ethanol

Headquartered in Sacramento, California, Pacific Ethanol Inc. has
an operational ethanol plant in Madera, California, two additional
plants under construction in Boardman, Oregon, and Burley, Idaho,
and owns a 42% interest in Front Range Energy, LLC, which owns an
ethanol plant in Windsor, Colorado.

                          About WestLB

Hearquartered in Duesseldorf, Germany, WestLB AG (DAX:WESTLB) --
http://www.westlb.com/-- provides financial advisory, lending,  
structured finance, project finance, capital markets and private
equity products, asset management, transaction services and real
estate finance to institutions.

In the United States, certain securities, trading, brokerage and
advisory services are provided by WestLB AG's wholly owned
subsidiary WestLB Securities Inc., a registered broker-dealer and
member of the NASD and SIPC.

                          *     *     *

Moody's Investor Service assigned WestLB AG's 7.15% Fixed Rate
Credit Linked Notes due 2013 at B1.


* BOOK REVIEW: Crafting Solutions for Troubled Businesses: A
               Disciplined Approach to Diagnosing and Confronting
               Management Challenges
-----------------------------------------------------------------
Author:     Stephen J. Hopkins and S. Douglas Hopkins
Publisher:  Beard Books
Hardcover:  316 pages
List Price: $74.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982870/internetbankrupt

So the first thing to do when dealing with a troubled business is
to find the guilty and lop someone's head off!  Don't be so quick
to react, advise co-authors Stephen J. Hopkins and S. Douglas
Hopkins in their thoughtful, well-researched book, Crafting
Solutions for Troubled Businesses.

The father-son team of Steve and Doug Hopkins are principals of
Kestrel Consulting LLC, a firm they founded in March 2004.

Each has more than 25 years of experience working with troubled
businesses and providing turnaround advisory and interim
management services.

Steve got his first taste of a troubled business when, as chief
financial officer of an 80-year-old chemical company, Bill
Nightingale of Nightingale & Associates assisted him in taking the
company through a Chapter 11 filing.  The company subsequently
emerged from bankruptcy with payment in full to all creditors.

Steve then joined Nightingale, staying for 23 years and serving
initially as a principal and eventually as president from 1994 to
2000.  Doug began working at Nightingale in 1978 as a part-time
resource for special projects.  After working in this capacity for
10 years, Steve joined Nightingale full time in the 1980s and
became a principal in 1994.  Both Steve and Doug have served in
various C-level roles in troubled companies, including CEO, CFO,
COO, and CRO.

To write this book, the Hopkinses drew upon their vast experience
in dealing with troubled companies.  They took 100 of the largest
projects they have been involved in and applied a "disciplined
analysis" to diagnose problem situations and produce successful
outcomes.

The projects -- helpfully set apart by shaded boxes -- demonstrate
the authors' theories and methods in dealing with troubled
businesses.

The authors also analyze some well-known cases like Enron,
WorldCom, and Sunbeam to help the reader connect the dots in a
very real sense and use the book for actionable advice.

The book is divided into five parts:

   1) Conceptual Approach and Key Issues,
   2) Managing the Crisis,
   3) The Diagnosis Process,
   4) Alternatives and Action Plans, and
   5) Lessons Learned in 100 Completed Assignments.

Each part has multiple chapters expanding on these themes, and
each chapter concludes with a recap of what was discussed.  For
speed readers and the time crunched, these recaps are an excellent
way of extracting from the book the essence of what the authors
are advocating.

So what about lopping off that head?  The authors contend that
management's role is much less pivotal than is commonly believed.

The real issue when working with a troubled business is
determining the viability of the business.  To do that, the
underlying causes must be identified at different stages of the
corporate lifecycle.

The authors categorize troubled businesses as Undisciplined
Racehorses, Overburdened Workhorses, and Aging Mules.  Only
through a step-by-step diagnosis can the core problems be dealt
with.  Pursuing a turnaround may not always be a viable and, in
fact, in only one-third of the 100 cases the authors worked on did
the company achieve a true operational turnaround.

Crafting Solutions to Troubled Businesses should be on the must-
read list of anyone involved in dealing with, consulting for, or
operating a troubled business.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Melanie C. Pador, Tara
Marie A. Martin, Frauline S. Abangan, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***