TCR_Public/070319.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, March 19, 2007, Vol. 11, No. 66

                             Headlines

155 EAST: Modifies Letter of Intent for NTH Advisory Acquisition
155 EAST: S&P Retains Developing CreditWatch on B- Rating
ACLC FRANCHISE: Fitch Holds B Rating on 1998-A Class A-3 Loans
ADVANCED MARKETING: Panel Retains Traxi as Financial Advisors
AIOLOS LTD: S&P Holds BB+ Rating on EUR110 Million Notes

ALLIED PROPERTIES: $242 Mil. Merger Deal Cues DBRS to Hold Ratings
ALOYSIUS LYONS: Case Summary & 20 Largest Unsecured Creditors
AMERICAN ITALIAN: Lenders Extends Financials Filing to December 31
AMTROL INC: Disclosure Statement Hearing Scheduled on April 11
AMY NORRIS: Case Summary & 12 Largest Unsecured Creditors

ARGENT SECURITIES: S&P Retains Negative Watch on Class M-10 Certs.
ATHERTON FRANCHISE: Fitch Holds Junk Ratings on Eight Loans
AVENUE CLO: Moody's Rates $25.6 Mil. Class D-1 & D-2 Notes at Ba2
AZABU USA: Case Summary & 11 Largest Unsecured Creditors
BALLY TOTAL: Share Price Drops 62% on Reports of Likely Bankruptcy

BEAR STEARNS: Fitch Rates $1.5 Mil. Class I-B-5 Certificates at B
BRANDEIS LOFTS: Files for Chapter 11 Protection in Nebraska
BRANDEIS LOFTS: Case Summary & Eight Largest Unsecured Creditors
CAPTEC FRANCHISE: Fitch Holds Junk Rating on Series 1996-A Loans
CARTER GRANDLE: Can Hire Benjamin Martin as Bankruptcy Counsel

CARTER GRANDLE: U.S. Trustee Amends Creditor Committee Composition
CARTER GRANDLE: Panel Hires Kluger Peretz as Bankruptcy Counsel
CHESAPEAKE ENERGY: Declares $0.06 Per Share Quarterly Dividend
CHIQUITA BRANDS: Colombia May Ask U.S. to Extradite Officials
CITATION CORP: Can Obtain Up to $20 Million of DIP Financing

CNL FUNDING: Fitch Junks Rating on Class G-1 Loans
COLTS 2007-1: Moody's Rates $22.25 Million Class E Notes at Ba2
COMMERCIAL REALTY: Wants Lease Decision Period Moved to June 6
COMMUNICATIONS CORP: Can Use Cash Collateral Until July 1
COMMUNICATIONS CORP: Files Chapter 11 Plan & Disclosure Statement

COMMUNICATIONS CORP: Disclosure Statement Hearing Set for April 13
COVENTRY HEALTH: Prices $400 Million Senior Notes Offering
COVENTRY HEALTH: Moody's Rates $400 Million Long Term Debt at Ba1
CVS CORP: Caremark Shareholders Approve Merger Proposal
DAVID KALKSTEIN: Case Summary & 12 Largest Unsecured Creditors

DELTA AIR: Elects Airline Relief to Preserve Pension Plan
DELTA AIR: Wants to Enter into Pratt & Whitney Agreement
DELTA AIR: Committee Inks Second Amendment to SSI Engagement
DONNY CARTEE: Case Summary & 20 Largest Unsecured Creditors
DOUGLAS MONGEON: Case Summary & Two Largest Unsecured Creditors

E MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
EMAC OWNER: Decreased Credit Support Cues Fitch's Junk Ratings
EMERGE INTERACTIVE: Court OKs Sale of CatteLog and VerifEye Units
EMISPHERE TECHNOLOGIES: PwC Expresses Going Concern Doubt
EMPORIA PREFERRED: Fitch Rates $18.5 Million Class E Notes at BB

ENTERGY NEW ORLEANS: Deloitte LLP Raises Going Concern Doubt
FALCON FRANCHISE: Fitch Holds Low-B Ratings on Six Loans
FFCA SECURED: Fitch Affirms Junk Ratings on 10 Loans
FINANCE AMERICA: S&P Junks Rating on Class B2 Certificates
FLYI INC: Judge Walrath Confirms Amended Liquidation Plan

FLYI INC: Court sets Post-Confirmation Claims Bar Dates
FMAC LOAN: Fitch Retains Junk Rating 43 Note Classes
FOOTHILL CLO: Moody's Rates $19 Million Class E Notes at Ba2
GALAXY VIII: Moody's Rates $12.5 Million Class E Notes at Ba2
FRED TYSON: Case Summary & Six Largest Unsecured Creditors

FREEPORT-MCMORAN: Phelps Merger Cues DBRS to Downgrade Ratings
FREMONT GENERAL: Further Delays Filing of 2006 Annual Report
FREMONT GENERAL: Credit Suisse Ups Line of Credit to $1 Billion
GEO GROUP: S&P Holds BB- Corporate Credit Rating
GIANT INDUSTRIES: Earns $82.8 Million in Year Ended December 31

GLOBAL FRANCHISE: Fitch Cuts Rating on Class A-X and A-2 Notes
GMAC LLC: Weak Fourth Quarter Earnings Cue S&P to Hold Ratings
GREAT ATLANTIC: Sells 6.35 Million Shares of Metro Stake
GREAT ATLANTIC: S&P Says Sale of Metro Shares Won't Affect Watch
GREEN GARDENS: Case Summary & 20 Largest Unsecured Creditors

GULF TANKS: Moody's Rates $90 Million Second Lien Term Loan at B3
GULMARK OFFSHORE: Earns $30.6 Million in Quarter Ended December 31
GUS PETTAS: Case Summary & 20 Largest Unsecured Creditors
HANGER ORTHOPEDIC: Amends $305 Million Senior Credit Facilities
HARRY & DAVID: Good Sales Cue Moody's to Revise Outlook to Stable

HEARTWAY CORP: Voluntary Chapter 11 Case Summary
HI-TOPS: Voluntary Chapter 11 Case Summary
IMPAC MORTGAGE: Fitch Junks Rating on 2000-3 Class M-3 Certs.
INDUS ECLIPSE: DBRS Rates GBP9.9 Million Class E Certs. at BB
INNUITY INC: Hansen Barnett Raises Going Concern Doubt

INTERSTATE BAKERIES: Seeks Court Nod to Sell Two Properties
INVERNESS MEDICAL: Earns $6 Million in Quarter Ended December 31
IRON MOUNTAIN: Moody's Rates Proposed $800MM Sr. Facilities at Ba2
J. H. EPPS: Case Summary & 20 Largest Unsecured Creditors
JG WENTWORTH: S&P Rates $100 Million Second-Lien Loan at B-

JOSEPH MORROW: Case Summary & 20 Largest Unsecured Creditors
KARA HOMES: Court Says Debtor & Affiliates are Single Asset Units
KIRKLAND KNIGHTSBRIDGE: Court Okays Amended Disclosure Statement
KIRKLAND KNIGHTSBRIDGE: Confirmation Hearing Set for April 27
KL INDUSTRIES: Disclosure Statement Hearing Continued to May 15

KULLMAN INDUSTRIES: Court Confirms Second Amended Liquidation Plan
LAMAR MEDIA: Moody's Cuts Rating on Secured Term Loan to Ba1
LE NATURE'S INC: Gordon Brothers to Assist in Latrobe Plant Sale
LGB INC: Judge McManus Confirms Chapter 11 Plan of Reorganization
LID LTD: Case Summary & 18 Largest Unsecured Creditors

LSI LOGIC: Near Completion of Merger Cues S&P's Positive Watch
MANUEL SANCHEZ: Case Summary & 18 Largest Unsecured Creditors
MARATHON REAL: Fitch Holds Low-B Ratings on Class J and K Notes
MARK FARRAR: Case Summary & 17 Largest Unsecured Creditors
MORGAN STANLEY: Fitch Holds Junk Ratings on Three Loans

MORGAN STANLEY: Moody's Rates Class B-5 Certificates at Ba2
MORGAN STANLEY: S&P Rates $6.1 Million Class O Certs. at B-
MORTGAGE LENDERS: Section 341(a) Meeting Scheduled for March 26
MORTGAGE LENDERS: Wants Court Nod on Employee Incentive Plan
NATIONAL GUARANTY: A.M. Best Cuts Financial Strength Rating to C++

NAUTILUS RMBS: Fitch Rates $20 Mil. Class C-F and C-V Notes at BB
NEVADA TOWERS: Case Summary & 14 Largest Unsecured Creditors
NORTHWEST AIRLINES: Court Extends Exclusive Periods to June 29
ORBITAL SCIENCES: Earns $7.8 Million in Quarter Ended December 31
PACIFIC LUMBER: Panel Balks at Scopac's Language of Proposed Order

PAYTON CONSTRUCTION: Files for Bankruptcy in Massachusetts
PAYTON CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
PEACHTREE FRANCHISE: Fitch Holds Junk Rating on Three Note Classes
PHELPS DODGE: DBRS Downgrades Rating on Senior Notes to BB (low)
PPL CORP: S&P Rates Unit's Proposed Subordinated Notes at BB+

R.H. DONNELLY: Fitch Affirms B+ Issuer Default Rating
RESORTS INT'L: Notes Redemption Cues S&P to Withdraw Ratings
RICHARD YOUNIE: Case Summary & 20 Largest Unsecured Creditors
ROBERT HEMMER: Case Summary & 18 Largest Unsecured Creditors
RTF INTERNATIONAL: Chapter 15 Petition Summary

SALOMON BROTHERS: Moody's Holds Low-Ratings on Six Cert. Classes
SASCO 2007-BHC1: Fitch Puts Low-B Ratings on Six Cert. Classes
SECOND BRIDGE: Case Summary & Nine Largest Unsecured Creditors
SOLOMON DWEK: Organizational Meeting Scheduled on March 26
SONIC CORP: Securitized Company Debt Cues S&P to Withdraw Rating

SOS REALTY: Files Amended Joint Plan and Disclosure Statement
SPECIALTY UNDERWRITING: S&P Cuts Rating on Class B-2 Loan to B
STANDARD PACIFIC: Moody's Cuts Corporate Family Rating to Ba3
STAR SIGNS: Case Summary & 20 Largest Unsecured Creditors
SUMMER FUN: Voluntary Chapter 11 Case Summary

TERRY KRETZ: Case Summary & 11 Largest Unsecured Creditors
THORNTON OILFIELD: Case Summary & Two Largest Unsecured Creditors
TRANSWITCH CORP: Cuts Net Loss to $11 Million in Yr. Ended Dec. 31
TRAPEZA CDO: Fitch Rates $10 Million Class F Notes at BB
US AIRWAYS: Employees Share $58.7 Million Earnings in 2006

US AIRWAYS: Fitch Upgrades Issuer Default Rating to B-
WEIDER EXCAVATING: Case Summary & Six Largest Unsecured Creditors
WEST DIG: Case Summary & 20 Largest Unsecured Creditors
WILLIAM SCANLAN: Case Summary & Largest Unsecured Creditor
WILLIAMS IND: Faces Liquidity Issues in the 2nd Qtr. Ended Jan. 31

* Moody's Says Non-Players Face Greatest Risk on Penn. Gaming

* BOND PRICING: For the week of March 12 - March 16

                             *********

155 EAST: Modifies Letter of Intent for NTH Advisory Acquisition
----------------------------------------------------------------
155 East Tropicana, LLC reported that the company and its owners,
EW Common, LLC and Florida Hooters, LLC, revised the letter of
intent to be acquired by an investment group led by NTH Advisory
Group, LLC.

Under the terms of the letter, NTH has offered to purchase all of
the outstanding membership interests for a purchase price of
$95 million in cash, the payment of certain accrued royalties, and
5% of certain future ownership distributions.  The Buyer will also
be responsible for any repurchases, and related costs, of the
company's $130 million in principal amount of 8-3/4% Senior
Secured Notes due 2012 as a result of the proposed change of
control of the company.  The revised letter of intent extends the
date by which the second installment of the deposit must be made
to April 28, 2007.

The revised letter of intent continues to provide for a closing by
June 30, 2007; but under certain conditions may be closed as late
as April, 30, 2008.  The closing will also be subject to the
completion of due diligence, financing, and licensing, among other
customary conditions.

Because no definitive agreement has been signed, there can be no
assurance that (i) a definitive agreement will ever be entered
into, or (ii) if a definitive agreement is entered into, that the
terms and conditions of the definitive agreement will be the same
or similar to those in the revised letter of intent, or (iii) that
the conditions to closing a transaction will ever be satisfied, or
(iv) that any transaction with the Buyer will be consummated.

Pursuant to the revised letter of intent the parties agreed that
the Buyer has an exclusive right to negotiate a purchase of the
Company's outstanding membership interests until April 28, 2007.

A full-text copy of the Revised Letter of Intent signed March 14,
2007, is available for free at:

               http://ResearchArchives.com/t/s?1b7f

155 East Tropicana, LLC --- http://www.hooterscasinohotel.com/--  
owns the Hooters Casino Hotel in Las Vegas, Nevada.  The property
is located one-half block from the intersection of Tropicana
Avenue and Las Vegas Boulevard, a major intersection on the Las
Vegas Strip.  The Hooters Casino Hotel features 696 hotel rooms
and an approximately 29,000 square-foot casino.


155 EAST: S&P Retains Developing CreditWatch on B- Rating
---------------------------------------------------------
Standard & Poor's Ratings Services stated that its ratings on Las
Vegas, Nevada-based 155 East Tropicana LLC, including the 'B-'
corporate credit rating, remain on CreditWatch with developing
implications, where they were placed Jan. 22, 2007.

This CreditWatch update follows the company's announcement that it
has revised its previously entered letter of intent to be acquired
by an investment group led by NTH Advisory Group LLC (unrated).
Under the terms of the new letter, the buyer has an exclusive
right to negotiate the purchase until April 28, 2007, from the
previous deadline of March 13, 2007.

Under the terms of the letter of intent, NTH has offered to
purchase all of the outstanding membership interests for a
purchase price of $95 million in cash, the payment of certain
accrued royalties, and 5% of certain future ownership
distributions.  In addition, the buyer will also be responsible
for any repurchases and related costs of the company's $130
million in principal amount of 8.75% senior secured notes due 2012
as a result of the proposed change of control of the company.  The
revised letter of intent continues to provide for a closing by
June 30, 2007, but under certain conditions may be closed as late
as April 30, 2008. The closing will also be subject to the
completion of due diligence, financing, and licensing, among other
customary conditions.

"The developing implications of the CreditWatch listing suggest
that the ratings could be affected either positively or
negatively, depending on whether a transaction ultimately occurs,"
explained Standard & Poor's credit analyst Michael Scerbo.  "In
resolving the CreditWatch, we will continue to monitor
developments associated with a potential acquisition of the
company.  Should 155 East Tropicana's outstanding notes be fully
redeemed, we would withdraw the ratings on the company. However,
should some or all of the debt remain outstanding under a more
highly leveraged capital structure, the ratings could be lowered."


ACLC FRANCHISE: Fitch Holds B Rating on 1998-A Class A-3 Loans
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on the ACLC Franchise
Loan Receivables Trusts and ACLC Business Loan Receivables Trusts:

ACLC Franchise Loan Receivables Trust 1997-A:

    -- Class A-1 affirmed at 'AAA';
    -- Class A-2 affirmed at 'AAA'.

ACLC Franchise Loan Receivables Trust 1997-B:

    -- Class A-1 affirmed at 'AAA';
    -- Class A-3 affirmed at 'AAA'.

ACLC Business Loan Receivables Trust 1998-1:

    -- Class A-2 affirmed at 'B-/DR1';
    -- Class A-3 remains at 'C/DR6'.

ACLC Franchise Loan Receivables Trust 1998-A:

    -- Class A-1c affirmed at 'AA';
    -- Class A-2 affirmed at 'A';
    -- Class A-3 affirmed at 'B/DR1'.

ACLC Business Loan Receivables Trust 1998-2:

    -- Class A-3 affirmed at 'BBB';
    -- Class B remains at 'CCC/DR upgraded to 'DR3' from 'DR4';
    -- Class C remains at 'C/DR6'.

ACLC Business Loan Receivables Trust 1999-1:

    -- Class A-3 downgraded to 'BB' from 'BB+';
    -- Class B remains at 'C/DR6';
    -- Class C remains at 'C/DR6';

ACLC Business Loan Receivables Trust 1999-2:

    -- Class A-3A affirmed at 'AA';
    -- Class A-3F affirmed at 'AA';
    -- Class B affirmed at 'BBB';
    -- Class C affirmed at 'BB';
    -- Class D remains at 'CCC'/DR upgraded to 'DR2' from 'DR6'.

ACLC Business Loan Receivables Trust 2000-1:

    -- Class A-3A affirmed at 'A+';
    -- Class A-3F affirmed at 'A+';
    -- Class B downgraded to 'CCC/DR3' from 'B/DR1';
    -- Class C downgraded to 'CC/DR5' from 'CCC/DR5';
    -- Class D remains at 'C/DR6'.

The affirmations for series 1997-A and 1997-B are based on the
strength of an MBIA insurance policy.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise loan asset-backed
securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to have decreased since last review for the ACLC Business
Loan Receivables Trusts 1999-1 and 2000-1 resulting in negative
rating actions.  Remaining transactions were found to have credit
support consistent with Fitch's previous review leading to the
affirmation of the current ratings.

Changes in Distressed Recovery ratings for ACLC Business Loan
Receivables Trusts 1998-2 and 1999-2 are a result of improved
recovery expectations on currently defaulted loans.


ADVANCED MARKETING: Panel Retains Traxi as Financial Advisors
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted permission to the Official Committee of Unsecured
Creditors in Advanced Marketing Services Inc. and its debtor-
affiliates' bankruptcy cases to employ Traxi LLC as its financial
advisors, effective as of Jan. 12, 2007.

As reported in the Troubled Company Reporter on Feb. 23, 2007, the
Committee selected Traxi LLC to serve as its financial advisors
because of the firm's experience and knowledge.  The Committee
also believed that Traxi is well qualified to represent it in the
Debtor' bankruptcy cases.

As the Creditors Committee's financial advisors, Traxi is expected
to:

    (a) provide financial analysis related to the proposed debtor-
        in-possession financing motion and other first day
        motions, including assistance in negotiations, attendance
        at hearings, and testimony;

    (b) review all financial information prepared by the Debtors
        or its consultants as requested by the Committee,
        including a review of the Debtors' financial statements as
        of the Petition Date showing in detail all assets and
        liabilities and priority and secured creditors;

    (c) monitor the Debtors' activities regarding cash
        expenditures, receivable collections, asset sales and
        projected cash requirements;

    (d) attend at meetings including the Committee, the Debtors,
        creditors, their attorneys and consultants, federal and
        state authorities, if required;

    (e) review the Debtors' periodic operating and cash flow
        statements;

    (f) review the Debtors' books and records for intercompany
        transactions, related party transactions, potential
        preferences, fraudulent conveyances and other potential
        prepetition investigations;

    (g) investigate any prepetition acts, conduct, property,
        liabilities and financial condition of the Debtors, their
        management, creditors including the operation of their
        business, and as appropriate, avoidance actions;

    (h) review any business plans prepared by the Debtors or their
        consultants;

    (i) review and analyze proposed transactions for which the
        Debtors seek Court approval;

    (j) assist in the Debtors' sale process, collectively or in
        segments, parts or other delineations, if any;

    (k) assist the Committee in developing, evaluating,
        structuring and negotiating the terms and conditions of
        all potential plans of reorganization;

    (l) estimate the value of the securities, if any, that may be
        issued to unsecured creditors under any the Plan;

    (m) provide expert testimony on the results of the Committee's
        findings;

    (n) analyze potential divestitures of the Debtors' operations;

    (o) assist the Committee in developing alternative Plans,
        including contacting potential Plan sponsors if
        appropriate; and

    (p) provide the Committee with other and further financial
        advisory services with respect to the Debtors, including
        valuation, general restructuring and advice with respect
        to financial, business and economic issues, as may arise
        during the course of the restructuring as requested by the
        Committee.

Traxi will be paid on an hourly basis, plus reimbursement of the
actual and necessary expenses that Traxi incurs in accordance
with the ordinary and customary rates, which are in effect on the
date the services are rendered, William Sinnott of Random House,
the Committee Chairperson, said.

Traxi's hourly rates are:

        Professional                      Hourly Rate
        ------------                      -----------
        Partners/Managing Directors       $450 - $525
        Managers/Directors                $275 - $425
        Associate/Analysts                $125 - $275

According to Mr. Sinnott, the charges set forth are based on
actual time charges on an hourly basis and based on the
experience and expertise of the professional involved.  The
hourly rates set forth are subject to periodic adjustments to
reflect economic and other conditions.

Anthony J. Pacchia, senior managing director and unit holder at
Traxi, assured the Court that Traxi represents no other entity in
connection with the Debtors' bankruptcy cases, is a
"disinterested person" as that 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 $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)


AIOLOS LTD: S&P Holds BB+ Rating on EUR110 Million Notes
--------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB+' senior
secured debt rating on Aiolos Ltd.'s EUR110 million variable-rate
notes from CreditWatch negative and affirmed the rating.

The notes were placed on CreditWatch with negative implications on
Jan. 26, 2007, following Mnchener Rckversicherungs-Gesellschaft
Aktiengesellschaft's request to determine if windstorm Kyrill was
a covered event and whether the windstorm index value exceeded the
notes' attachment point of 1002.3.

Risk Management Solutions Inc., the calculation agent for the
transaction, performed an event calculation as required under the
transaction documents.  The results were in line with Standard &
Poor's expectations that the index value associated with Kyrill
would be below the attachment point of  the notes.  Therefore,
there will be no reduction in principal.


ALLIED PROPERTIES: $242 Mil. Merger Deal Cues DBRS to Hold Ratings
------------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Allied
Properties Real Estate Investment Trust's Issuer Rating at BB
(low) and Income Fund at STA-4 (middle) after the acquisition
of Cite Multimedia, an office complex in Old Montreal for
$242 million.

The rating category remains constrained by:

   i. Allied's portfolio containing 4.5 million square feet on a
      pro forma basis, including development projects, remains
      small compared with the average Canadian REIT portfolio
      consisting of 16 million to 18 million square feet.

  ii. Allied has significant market concentration risk despite
      improved diversification with 48% of gross leasable area
      within the downtown Toronto sub-markets.

iii. The portfolio has asset-type concentration with exposure to
      office fundamentals.

The acquisition will be financed through the issue of
4.825 million units for gross proceeds of $100 million and
approximately $145 million in secured property debt having
an interest rate of 5.6%.

DBRS views the transaction as neutral to slightly positive
overall for Allied since it continues to build on its scale
within the Class I office space and provides further geographic
diversification by significantly increasing its presence in
Montreal.  However, the acquisition results in some concentration
in one property and a modest increase in leverage.

In terms of scale, the Complex increases Allied's gross leasable
area by 28% or 955,564 square feet and represents an approximately
43% increase in gross book value of assets.  The acquisition is
expected to increase pro forma EBITDA by 40% to 42% to between
$61 million and $63 million based upon an estimated average
capitalization rate of 7.6% over the next ten years.

The Complex has strong occupancy of 98.6% and is relatively new,
being built in seven phases beginning in 1999.  The acquisition
enhances tenant diversification as well by adding CGI, Motorola,
Compuware and SAP Labs, which together occupy 46% of the leasable
area.

Upon completion, Allied's geographic diversification improves as
Toronto will now represent 48% of gross leasable area, Montreal
39%, Winnipeg 9% and Quebec City 4%.  DBRS notes that although the
Montreal office market has been slow to recover from oversupply
and weak conditions in recent years, it has stabilized and has
shown signs of improvement over the past year.  However, DBRS
notes that embedded rental rates within the Complex are above
market for existing leases, and if the market does not improve
over the next several years, it may be difficult to achieve
similar rents upon renewal or re-leasing in the future.  Another
risk is that the Complex will result in property concentration
resulting in approximately 20% of leasable area in a single
property.  This is mitigated to some extent by an attractive
location in Old Montreal and attractive features such as high
ceilings and large floor plates.

The financial impact is expected to result in leverage increasing
to approximately 53% of gross book value of assets from 48%, while
EBITDA interest coverage is expected to decline to 2.7 times from
3.1x.  DBRS views this as acceptable within the context of the
current rating given that these metrics still compare well with
its REIT peers and Allied will benefit from improved scale with
gross book value of assets reaching approximately $800 million.
As well, this is consistent with DBRS's expectation that Allied
operates within the 50% to 55% range of debt-to-gross book value.

DBRS also expects the recently increased cash distribution of
$1.26 per unit to be manageable with an estimated pro forma
payout ratio of 95% of cash available for distribution given the
accretion to cash flow from the acquisition.


ALOYSIUS LYONS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Aloysius Lyons, LLC
        1040 First Avenue 377
        New York, NY 10022

Bankruptcy Case No.: 07-10726

Chapter 11 Petition Date: March 17, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Avrum J. Rosen Law, Esq.
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax : (631) 423-4536

Total Assets:   $795,289

Total Debts:  $1,417,037

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mason Tenders District Council   union dues            $272,325
520 8th Avenue
New York, NY 10018-4196

ARC Electrical Construction      trade debt            $206,563
739 Second Avenue
New York, NY 10016

Syska Hennessey                  trade debt            $116,318
11 West 42nd Street
New York, NY 10036

JPR Mechanical Inc.              trade debt             $77,282

Burgess Steel, L.L.C.            trade debt             $73,206

Alliance Services Corp.          trade debt             $56,166

Washington Heights & Inwood                             $50,000
Development Corp.

U.S. Inc.                        trade debt             $40,330

Russell DeRoad, A.I.A.           trade debt             $37,771

Premium Assignment Corp.         trade debt             $36,037

Cosmopolitan Decorating Co.      trade debt             $30,900

American Express                 trade debt             $18,509

New York State Insurance Fund    trade debt             $17,327

ComputerCool IceAGe Mech Corp.   trade debt             $16,275

Preferred Sprinkler              trade debt             $15,980

P.J. Mechanical Corp.            trade debt             $15,650

Arthur Meltzer & Associates      professional fees      $12,802

Plasteres Local 530              union dues             $12,321

L.D. Brookfiled Industries       trade debt             $11,152

Atlas Fire Protection Inc.       trade debt             $10,900


AMERICAN ITALIAN: Lenders Extends Financials Filing to December 31
------------------------------------------------------------------
American Italian Pasta Company provided an update on developments
regarding its credit facility, the progress of the restatement of
its historical financial statements, and its status with the NYSE.

                    Credit Facility Amendment

The company and its lenders have agreed to an amendment to the
credit facility.  The amendment provides, among other things, the
extension of certain financial reporting covenants.  Under the
facility, the company was required to deliver its fiscal 2005 and
fiscal 2006 audited financial statements by March 31, 2007 or face
increased interest charges of 2% per annum and ultimately could be
in default of those covenants if the financial statements were not
delivered by June 30, 2007.  Under the amended credit facility,
the company is required to deliver its fiscal 2005 and fiscal 2006
audited financial statements to the lenders by Dec. 31, 2007, and
the company is not subject to any increased interest charges
through that date.  If the company were to not file its statements
by Dec. 31, 2007, it could be in default of this covenant and
could be subject to default interest.

As reported in the Troubled Company Reporter on March 22, 2006,
the company secured a $295 million, senior credit facility with
Bank of America serving as administrative agent and a lender under
the facility, with other institutional lenders participating in
the credit.  The credit facility was comprised of a $265 million
term loan and a $30 million revolving credit facility, with a
five-year term expiring in March 2011, and it does not require any
scheduled principal payments until maturity.

The amendment will also:

   (1) lower the interest the company currently pays at a LIBOR
       rate plus 600 basis points to a LIBOR rate plus 500 basis
       points upon delivery of fiscal 2005 and fiscal 2006 audited
       financial statements, and

   (2) allow a further interest rate reduction after March 14,
       2008 based on LIBOR plus 450 basis points should the
       company meet certain financial leverage ratios.

In addition, the amendment modifies the prepayment penalties
(including commitment reduction costs under the revolving loan
commitment) should the company pay off the loans and terminate the
revolving loan commitment through a refinancing or other means
before March 13, 2008.  The amendment also allows the company to
make a one-time $10 million voluntary prepayment of the term loan
without incurring a prepayment penalty.

                       Retirement of Debt

The company used a portion of its excess liquidity to retire
$10 million of debt.  With this payment, gross debt was reduced
from $254.3 million to $244.3 million.  After this debt
retirement, the company has liquidity resources of $43 million,
comprised of $27.7 million under the revolving credit facility
(reflecting approximately $2.3 million of letters of credit issued
under the $30 million revolving credit facility) and cash on hand
of approximately $15.3 million.  After giving effect to the debt
pay down, the company has outstanding debt net of cash of
$229 million.

                       Restatement Process

As previously disclosed, the Audit Committee's legal advisors
completed their fact-finding investigation and, with the forensic
accountants, are reviewing the information obtained in the
investigation.  The company has also substantially completed its
review of historical accounting matters and is finalizing its
conclusions and preparing its fiscal year 2005 financial
statements and restatements of its financial statements for fiscal
year 2004 and prior periods.  The information is being reviewed by
the company's independent registered public accounting firm.  The
company is continuing to marshal resources and anticipates it will
file its annual report on Form 10-K for the fiscal year ended
Sept. 30, 2005 by the end of May 2007.  The company believes that
its 2006 Form 10-K will be completed and filed by the end of June
2007.  The company noted that the dates it estimates for
completing the filing of its financial statements are subject
to change based on a number of factors, including the ongoing
investigations in which the company is cooperating, and the review
of and continued analysis of issues by the company and its
independent registered public accounting firm.

                           NYSE Status

The New York Stock Exchange suspended trading in the company's
shares prior to the opening of trading on Wednesday, Dec. 20, 2006
and under NYSE Rule 802.01E, the NYSE moved forward with delisting
procedures.  The company will no longer pursue the appeal of that
decision through the process provided under the NYSE rules.  Upon
completion of its restatement and bringing its delinquent
financial statements current, the company intends to review its
trading venue alternatives, including, for example, potential
listing on the NASDAQ.  Currently, the company's shares are quoted
on the Pink Sheets, an electronic quotation service for securities
traded over-the-counter, under the symbol "AITP or AITP.PK".

                           CEO Comment

"The amendment to our credit facility, reflecting the strength of
our business and our solid relationship with our lenders, allows
us to remain focused on business execution and the completion of
our restatement process," Jim Fogarty, Chief Executive Officer,
said.  "We continue to be pleased with our liquidity as evidenced
by our voluntary prepayment of debt and look forward to availing
ourselves of a lower interest rate upon completion of our
financial statement filings."

                  About American Italian Pasta

Based in Kansas City, Missouri, American Italian Pasta Company --
http://wwwaipc.com/-- produces and markets dry pasta in North
America.  Founded in 1988, American Italian Pasta currently has
five plants that are located in Excelsior Springs, Missouri;
Columbia, South Carolina; Tolleson, Arizona; Kenosha, Wisconsin
and Verolanuova, Italy.  The company has approximately 600
employees located in the United States and Italy.


AMTROL INC: Disclosure Statement Hearing Scheduled on April 11
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is set to
convene a hearing on April 11, 2007, to consider approval of the
disclosure statement describing the plan of reorganization co-
proposed by AMTROL Inc. and the Official Committee of Unsecured
Creditors, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Mar. 8, 2007,
AMTROL anticipates that the requisite number and amount of
its Senior Subordinated Notes will vote in favor of the Plan and,
pursuant to the Plan, the Notes will be exchanged for
substantially all of the equity in the reorganized company,
thereby reducing the company's debt by approximately 40% and
greatly improving its long-term financial stability.  The Plan
provides for all pre-filing trade liabilities to be paid in full.

The company's domestic operations are being financed under Chapter
11 with a $115 million debtor-in-possession facility provided by
Barclays Capital, the investment banking division of Barclays Bank
PLC.  The company has received a number of commitments to repay
the DIP facility with long-term, low-cost financing as it
completes the reorganization.  The company anticipates that the
reorganization will result in a reduction in total annual interest
cost of more than 50%.

AMTROL has continued to operate in the normal course of business
and has experienced no disruptions during the Chapter 11
reorganization process.  All of the company's manufacturing and
distribution facilities remain open and are continuing to serve
customers.  The company also continues to honor all commitments to
its customers, including warranties and the payment of sales
rebates, pay all wages and benefits to employees and independent
sales representatives and pay suppliers for goods and services
provided under Chapter 11, all in the normal course.  The
company's foreign operations are not involved in the
reorganization.

The company expects to complete the reorganization and emerge from
Chapter 11 in the second quarter of this year.

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

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


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

Bankruptcy Case No.: 07-10864

Chapter 11 Petition Date: March 5, 2007

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

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

Total Assets: $2,560,051

Total Debts:  $2,193,926

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Neal Cooper                                            $250,000
9607 Way Cross Circle
Ooltewah, TN 37363

Kids R Kids International, LLC                         $140,000
1625 Executive Drive
Duluth, GA 30096

Internal Revenue Service                                $90,000
P.O. Box 21126
Philadelphia, PA 19114

Hunter Norris                                           $35,000

Billy Felker                                            $30,000

G.M. Master Card                                        $23,798

G.M.A.C.                         2004 Chevy Suburban    $23,798
                                 (85,000 mi.)          ($15,000
                                                        secured)

Carl E. Levi                     2005 property tax      $20,000

Chattanooga City Treasurer                              $20,000

American Express                                         $7,496

Target Visa                                              $6,593

Bellsouth                                                $3,524


ARGENT SECURITIES: S&P Retains Negative Watch on Class M-10 Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 384
classes of asset-backed pass-through certificates from 33
transactions issued by Argent Securities Inc.

In addition, the rating on the class M-10 certificate from series
2004-PW1 remains on CreditWatch with negative implications, where
it was placed July 5, 2006.

The CreditWatch placement reflects realized losses that have
continuously exceeded excess interest.  During the previous six
remittance periods, realized losses have exceeded excess interest
by approximately 5.13x.  As of the February 2007 distribution
date, overcollateralization totaled $512,540, below its target
balance of $9,975,002 by approximately 95%.  Serious delinquencies
for series 2004-PW1 represent 18.43% of the current pool balance,
and cumulative realized losses represent 2.13% of the original
pool balance.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Serious delinquencies
for these transactions range from 6.06% to 18.43% of the current
pool balances.  Cumulative realized losses range from 0.01% to
2.13% of the original pool balances.

Credit support for these transactions is provided by a combination
of excess spread, overcollateralization, and subordination.  The
underlying collateral consists of conventional, fully amortizing,
adjustable- and fixed-rate mortgage loans, which are secured by
first liens on one- to four-family residential properties.

            Rating Remains on Creditwatch Negative

                     Argent Securities Inc.
                   Asset-backed certificates

                  Series      Class    Rating
                  ------      -----    ------
                  2004-PW1    M-10     BB+/Watch Neg

                      Ratings Affirmed

                     Argent Securities Inc.
                   Asset-backed certificates

    Series      Class                                  Rating
    ------      -----                                  ------
    2003-W1     M-1                                    AA
    2003-W1     M-2                                    A
    2003-W1     M-3                                    A-
    2003-W1     M-4                                    BBB+
    2003-W1     M-5                                    BBB
    2003-W1     MV-6, MF-6                             BBB-
    2003-W2     M-1                                    AA
    2003-W2     M-2                                    A
    2003-W2     M-3                                    A-
    2003-W2     M-4                                    BBB+
    2003-W2     M-5                                    BBB
    2003-W2     M-6                                    BBB-
    2003-W3     AF-6                                   AAA
    2003-W3     M-1                                    AA
    2003-W3     M-2                                    A
    2003-W3     M-3                                    A-
    2003-W3     M-4                                    BBB+
    2003-W3     M-5                                    BBB
    2003-W3     MV-6, MF-6                             BBB-
    2003-W4     M-1                                    AAA
    2003-W4     M-2                                    AA+
    2003-W4     M-3                                    A
    2003-W4     M-4                                    BBB
    2003-W4     M-5                                    BBB-
    2003-W5     AV-1, AV-2, AF-4, AF-5, AF-6           AAA
    2003-W5     M-1                                    AA
    2003-W5     M-2                                    A
    2003-W5     M-3                                    A-
    2003-W5     M-4                                    BBB+
    2003-W5     M-5                                    BBB
    2003-W5     MV-6, MF-6                             BBB-
    2003-W6     AV-1, AF-4, AF-5, M-1                  AAA
    2003-W6     M-2                                    BBB
    2003-W6     M-3                                    BBB-
    2003-W7     A-1, A-2, A-2B                         AAA
    2003-W7     M-1                                    AA
    2003-W7     M-2                                    A
    2003-W7     M-3, M-3A, M-3B                        A-
    2003-W7     M-4A, M4-B                             BBB+
    2003-W7     M-5                                    BBB
    2003-W7     M-6                                    BBB-
    2003-W8     M-1                                    AA
    2003-W8     M-2                                    A
    2003-W8     M-3                                    A-
    2003-W8     M-4                                    BBB+
    2003-W8     M-5                                    BBB
    2003-W8     M-6                                    BBB-
    2003-W9     M-1                                    AAA
    2003-W9     M-2                                    AA
    2003-W9     M-3, M-3A, M-3B                        AA-
    2003-W9     M-4A, M4-B                             A
    2003-W9     M-5                                    BBB
    2003-W9     M-6                                    BBB-
    2003-W10    A-1, A-2B                              AAA
    2003-W10    M-1                                    AA
    2003-W10    M-2                                    A
    2003-W10    M-3                                    A-
    2003-W10    M-4                                    BBB+
    2003-W10    M-5                                    BBB
    2003-W10    M-6                                    BBB-
    2004-PW1    M-1                                    AA+
    2004-PW1    M-2                                    AA
    2004-PW1    M-3                                    AA-
    2004-PW1    M-4                                    A+
    2004-PW1    M-5                                    A
    2004-PW1    M-6                                    A-
    2004-PW1    M-7                                    BBB+
    2004-PW1    M-8                                    BBB
    2004-PW1    M-9                                    BBB-
    2004-W1     AV-1, AV-2, AV-4, AF                   AAA
    2004-W1     M-1                                    AA
    2004-W1     M-2                                    A
    2004-W1     M-3                                    A-
    2004-W1     M-4                                    BBB+
    2004-W1     M-5                                    BBB
    2004-W1     M-6                                    BBB-
    2004-W1     M-7                                    BB+
    2004-W2     AV-2, AF                               AAA
    2004-W2     M-1                                    AA
    2004-W2     M-2                                    A
    2004-W2     M-3                                    A-
    2004-W2     M-4                                    BBB+
    2004-W2     M-5                                    BBB
    2004-W2     M-6                                    BBB-
    2004-W2     M-7                                    BB+
    2004-W3     A-3                                    AAA
    2004-W3     M-1                                    A-
    2004-W3     M-2                                    BBB+
    2004-W3     M-3                                    BBB
    2004-W3     M-4                                    BBB-
    2004-W3     M-5                                    BB+
    2004-W4     A                                      AAA
    2004-W4     M-1                                    BBB+
    2004-W4     M-2                                    BBB
    2004-W4     M-3                                    BBB-
    2004-W4     M-4                                    BB+
    2004-W5     AV-1, AV-2, AV-3B, AF-4, AF-5, AF-6    AAA
    2004-W5     M-1                                    AA
    2004-W5     M-2                                    A
    2004-W5     M-3                                    A-
    2004-W5     M-4                                    BBB+
    2004-W5     M-5                                    BBB
    2004-W5     M-6                                    BBB-
    2004-W5     M-7                                    BB+
    2004-W6     AV-2, AV-4, AV-5, AF                   AAA
    2004-W6     M-1                                    AA
    2004-W6     M-2                                    A
    2004-W6     M-3                                    A-
    2004-W6     M-4                                    BBB+
    2004-W6     M-5                                    BBB
    2004-W6     M-6                                    BBB-
    2004-W6     M-7                                    BB+
    2004-W7     A-2, A-5                               AAA
    2004-W7     M-1                                    AA+
    2004-W7     M-2                                    AA
    2004-W7     M-3                                    AA-
    2004-W7     M-4                                    A+
    2004-W7     M-5                                    A
    2004-W7     M-6                                    A-
    2004-W7     M-7                                    BBB+
    2004-W7     M-8                                    BBB
    2004-W7     M-9                                    BBB-
    2004-W7     M-10                                   BB+
    2004-W8     A-2, A-5                               AAA
    2004-W8     M-1                                    AA+
    2004-W8     M-2                                    AA
    2004-W8     M-3                                    AA-
    2004-W8     M-4                                    A+
    2004-W8     M-5                                    A
    2004-W8     M-6                                    A-
    2004-W8     M-7                                    BBB+
    2004-W8     M-8                                    BBB
    2004-W8     M-9                                    BBB-
    2004-W8     M-10                                   BBB-
    2004-W8     M-11                                   BB+
    2004-W9     A-1, A-2                               AAA
    2004-W9     M-1                                    AA
    2004-W9     M-2                                    A
    2004-W9     M-3                                    A-
    2004-W9     M-4                                    BBB+
    2004-W9     M-5                                    BBB
    2004-W9     M-6                                    BBB-
    2004-W9     M-7                                    BB+
    2004-W10    A-1, A-2, M-1                          AAA
    2004-W10    M-2                                    AA+
    2004-W10    M-3                                    AA
    2004-W10    M-4                                    A
    2004-W10    M-5                                    A-
    2004-W10    M-6                                    BBB+
    2004-W10    M-7                                    BBB
    2004-W10    M-8, M-9                               BBB-
    2004-W11    A-1, A-4                               AAA
    2004-W11    M-1, M-2                               AA+
    2004-W11    M-3                                    AA
    2004-W11    M-4                                    AA-
    2004-W11    M-5                                    A+
    2004-W11    M-6                                    A
    2004-W11    M-7                                    A-
    2004-W11    M-8                                    BBB+
    2004-W11    M-9                                    BBB
    2004-W11    M-10                                   BBB-
    2004-W11    M-11                                   BB+
    2005-W1     A-1, A-2,                              AAA
    2005-W2     A-1, A-2B1, A-2B2, A-2C                AAA
    2005-W2     M-1, M-2                               AA+
    2005-W2     M-3, M-4                               AA
    2005-W2     M-5                                    AA-
    2005-W2     M-6                                    A+
    2005-W2     M-7                                    A
    2005-W2     M-8                                    A-
    2005-W2     M-9                                    BBB+
    2005-W2     M-10, M-11                             BBB
    2005-W2     M-12                                   BBB-
    2005-W2     M-13                                   BB+
    2005-W3     A-1, A-2A, A-2B, A-2C, A-2D            AAA
    2005-W3     M-1, M-2                               AA+
    2005-W3     M-3, M-4, M-5                          AA
    2005-W3     M-6                                    A+
    2005-W3     M-7, M-8                               A
    2005-W3     M-9, M-10                              BBB+
    2005-W3     M-11                                   BBB
    2005-W3     M-12                                   BBB-
    2005-W4     A-1A1, A-1A2, A-1A3, A-1B, A-2B        AAA
    2005-W4     A-2C, A-2D                             AAA
    2005-W4     M-1                                    AA+
    2005-W4     M-2, M-3                               AA
    2005-W4     M-4                                    AA-
    2005-W4     M-5                                    A+
    2005-W4     M-6                                    A
    2005-W4     M-7                                    A-
    2005-W4     M-8                                    BBB
    2005-W5     A-1, A-2A, A-2B, A-2C, A-2D            AAA
    2005-W5     M-1, M-2                               AA+
    2005-W5     M-3, M-4                               AA
    2005-W5     M-5                                    AA-
    2005-W5     M-6                                    A+
    2005-W5     M-7                                    A
    2005-W5     M-8                                    A-
    2005-W5     M-9                                    BBB+
    2006-M1     A-1, A-2A, A-2B, A-2C, A-2D            AAA
    2006-M1     M-1, M-2                               AA+
    2006-M1     M-3, M-4                               AA
    2006-M1     M-5                                    AA-
    2006-M1     M-6                                    A+
    2006-M1     M-7                                    A
    2006-M1     M-8                                    A-
    2006-M1     M-9                                    BBB+
    2006-M1     M-10                                   BBB
    2006-M2     A-1, A-2A, A-2B, A-2C, A-2D            AAA
    2006-M2     M-1                                    AA+
    2006-M2     M-2                                    AA
    2006-M2     M-3                                    AA-
    2006-M2     M-4                                    A+
    2006-M2     M-5                                    A
    2006-M2     M-6                                    A-
    2006-M2     M-7                                    BBB+
    2006-M2     M-8                                    BBB
    2006-M2     M-9                                    BBB-
    2006-M2     M-10                                   BB+
    2006-M2     M-11                                   BB
    2006-W1     A-1, A-2A, A-2B, A-2C, A-2D            AAA
    2006-W1     M-1, M-2                               AA+
    2006-W1     M-3, M-4                               AA
    2006-W1     M-5, M-6                               A+
    2006-W1     M-7                                    A
    2006-W1     M-8, M-9                               BBB+
    2006-W1     M-10                                   BBB-
    2006-W2     A-1, A-2A, A-2B, A-2C                  AAA
    2006-W2     M-1                                    AA+
    2006-W2     M-2                                    AA
    2006-W2     M-3                                    AA-
    2006-W2     M-4                                    A+
    2006-W2     M-5                                    A
    2006-W2     M-6                                    A-
    2006-W2     M-7                                    BBB+
    2006-W2     M-8                                    BBB
    2006-W2     M-9                                    BBB-
    2006-W2     M-10                                   BB+
    2006-W3     A-1, A-2A, A-2B, A-2C, A-2D            AAA
    2006-W3     M-1                                    AA+
    2006-W3     M-2, M-3                               AA
    2006-W3     M-4                                    AA-
    2006-W3     M-5                                    A+
    2006-W3     M-6                                    A
    2006-W3     M-7                                    A-
    2006-W3     M-8                                    BBB+
    2006-W3     M-9, M-10                              BBB-
    2006-W3     M-11                                   BB+
    2006-W4     A-1, A-2A, A-2B, A-2C, A-2D            AAA
    2006-W4     M-1                                    AA+
    2006-W4     M-2                                    AA
    2006-W4     M-3, M-4                               AA-
    2006-W4     M-5                                    A+
    2006-W4     M-6                                    A
    2006-W4     M-7                                    A-
    2006-W4     M-8                                    BBB+
    2006-W4     M-9                                    BBB
    2006-W4     M-10                                   BBB-
    2006-W5     A-1, A-2A, A-2B, A-2C, A-2D            AAA
    2006-W5     M-1, M-2                               AA+
    2006-W5     M-3, M-4                               AA
    2006-W5     M-5                                    AA-
    2006-W5     M-6                                    A+
    2006-W5     M-7                                    A
    2006-W5     M-8                                    A-
    2006-W5     M-9                                    BBB+
    2006-W5     M-10                                   BBB


ATHERTON FRANCHISE: Fitch Holds Junk Ratings on Eight Loans
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on the Atherton
Franchise Loan Funding Trusts:

Atherton Franchise Loan Funding 1997-A

    -- Class A-1 affirmed at 'AAA';
    -- Class A-2 affirmed at 'AAA';
    -- Class B remains at 'CCC/DR1';
    -- Class C remains at 'C/DR6'.

Class A-1 and A-2 ratings are based on a financial guaranty
insurance policy from MBIA Insurance Corp.

Atherton Franchise Loan Funding 1998-A

    -- Class A-2 affirmed at 'AAA';
    -- Class A-X affirmed at 'AAA';
    -- Class B affirmed at 'AA';
    -- Class C affirmed at 'BB';
    -- Class D affirmed at 'B/DR1';
    -- Class E remains at 'CCC'/DR upgraded to 'DR3' from 'DR4';
    -- Class F remains at 'C/DR6'.

Atherton Franchise Loan Funding 1999-A

    -- Class A-2 affirmed at 'A';
    -- Class A-X affirmed at 'A';
    -- Class B affirmed at 'BBB';
    -- Class C remains at 'CCC/DR upgraded to 'DR1' from 'DR2';
    -- Class D remains at 'C/DR upgraded to 'DR3' from 'DR6';
    -- Class E remains at 'C/DR6';
    -- Class F remains at 'C/DR6'.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise loan asset-backed
securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to be consistent with Fitch's previous review leading to the
affirmation of the current ratings.  Changes in distressed
recovery ratings reflect improved recovery expectations on
currently defaulted loans.  Overall, transactions have improved
slightly since last review with fewer defaults and delinquencies.


AVENUE CLO: Moody's Rates $25.6 Mil. Class D-1 & D-2 Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes and
Combination Securities issued by Avenue CLO V, Ltd.:

    (1) Aaa to the $499,600,000 Class A Senior Secured Floating
        Rate Notes Due 2019;

    (2) Aaa to the $6,600,000 Class X Notes Due 2012;

    (3) A2 to the $65,300,000 Class B Second Priority Deferrable
        Floating Rate Notes Due 2019;

    (4) Baa2 to the $16,000,000 Class C-1 Third Priority
        Deferrable Floating Rate Notes Due 2019;

    (5) Baa2 to the $5,500,000 Class C-2 Third Priority Deferrable
        Fixed Rate Notes Due 2019;

    (6) Ba2 to the $24,100,000 Class D-1 Fourth Priority
        Deferrable Floating Rate Notes Due 2019;

    (7) Ba2 to the $1,500,000 Class D-2 Fourth Priority Deferrable
        Fixed Rate Notes Due 2019;

    (8) Baa2 to the $10,000,000 Class 1 Combination Notes due
        2019;

    (9) Baa2 to the $9,000,000 Class 2 Combination Notes due 2019
        and

   (10) Baa1 to the $1,700,000 Class 3 Combination Notes due 2019.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's ratings of the Class
1 and Class 2 Combination Notes address only the ultimate receipt
of the Class 1 Combination Notes Rated Balance and the Class 2
Combination Notes Rated Balance, respectively.  Moody's rating of
the Class 3 Combination Notes addresses the ultimate receipt of
the Class 3 Combination Notes Rated Balance and the Class 3 Rated
Coupon.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of Senior
Secured Loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

Avenue Capital Management II, L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


AZABU USA: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Azabu USA Corporation
        131 Kaiulani Avenue, Suite 88
        Honolulu, HI 96815

Bankruptcy Case No.: 07-00249

Type of Business: The Debtor operates a Japanese restaurant.

                  An involuntary chapter 11 petition was filed
                  against the Debtor's parent, Azabu Buildings
                  Co., Ltd., on Nov. 10, 2005 (Bankr. D. Hawaii
                  Case No. 05-50011).

Chapter 11 Petition Date: March 15, 2007

Court: District of Hawaii (Honolulu)

Debtor's Counsel: Chuck C. Choi, Esq.
                  Wagner Choi & Evers
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Masahiro Yamaguchi                         $117,000
131 Kaiulani Avenue, Suite 88
Honolulu, HI 96815

Avelene Yee                                 $92,000
131 Kaiulani Avenue, Suite 88
Honolulu, HI 96815

HECO                                        $45,000
P.O. Box 3978
Honolulu, HI 96812-3978

Joanne M. & James R. Sather                 $41,438

Albert Keliikuloa                           $37,000

Marian Genovia                              $24,000

Hawaii State Tax Collector                  $12,750

Marsha Gibson                                $3,100

Bank of Hawaii                                 $550

Hawaii Telcomm                                 $500

T-Mobile                                       $200


BALLY TOTAL: Share Price Drops 62% on Reports of Likely Bankruptcy
------------------------------------------------------------------
Shares of Bally Total Fitness Holding Corp. lost more than half
their value Friday, according to various news reports.  The plunge
was due to company's disclosure it was considering bankruptcy as
an option.

The company's stock plummeted 62%, or $1.24, to close at its all-
time low of 75 cents a share on the New York Stock Exchange.

                           Debt Outstanding

As reported in Friday's Troubled Company Reporter, the company
said that as of March 14, 2007, it had approximately $827 million
in debt outstanding, which includes approximately $19 million in
letters of credit.  Interest payments on the 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 disclosed that it was exploring a broad range of
options to restructure its debt obligations and 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.

                            Delay Filing

The company further disclosed that it was unable to file its
Annual Report on Form 10-K for the year ended Dec. 31, 2006 by and
said that this inability to file will be a default under its
public note indentures.

                         Material Weakness

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.

                        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.


BEAR STEARNS: Fitch Rates $1.5 Mil. Class I-B-5 Certificates at B
-----------------------------------------------------------------
Fitch rates Bear Stearns Asset Backed Securities Trust 2007-SD2,
asset-backed certificates, series 2007-SD2, as:

    -- $34,526,000 class I-A-1A 'AAA';
    -- $1,819,000 class I-A-1B 'AAA';
    -- $26,234,000 class I-A-2A 'AAA';
    -- $1,382,000 class I-A-2B 'AAA';
    -- $55,514,000 class I-A-3A 'AAA';
    -- $2,924,000 class I-A-3B 'AAA';
    -- $1,816,415 class I-PO 'AAA';
    -- Interest-only class I-X 'AAA';
    -- $8,192,000 class I-B-1 'AA';
    -- $4,946,000 class I-B-2 'A';
    -- $2,878,000 class I-B-3 'BBB';
    -- $2,435,000 class I-B-4 'BB';
    -- $1,551,000 class I-B-5 'B'.

The 'AAA' rating of the I-A classes, the I-PO, and the I-X
certificates reflects the 15.85% credit enhancement provided by
the 5.55% class I-B-1, 3.35% class I-B-2, 1.95% class I-B-3, 1.65%
class I-B-4 (not offered), 1.05% class I-B-5 (not offered), and
2.30% class I-B-6 (not offered and unrated by Fitch).

The mortgage pool consists of fixed rate mortgage loans secured by
first and second liens on one- to four-family residential
properties.  Loan Group I consists of fixed rate mortgages with an
aggregate principal balance of $147,615,383.  As of the cut-off
date, (Feb. 1, 2006), the mortgage loans had a weighted average
loan-to-value ratio (LTV) of 83.69%, weighted average coupon (WAC)
of 6.746%, and an average principal balance of $154,571.  Single-
family properties account for 86.65% of the mortgage pool.  The
two largest state concentrations are California (9.60%) and
Florida (9.34%).

None of the mortgage loans is a 'high cost' loan as defined under
any local, state or federal laws.

Bear Stearns Asset Backed Securities I LLC deposited the loans
into the trust, which issued the certificates, representing
beneficial ownership in the trust. Citibank, N.A. will act as
Trustee.  Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch), will act
as master servicer for this transaction.


BRANDEIS LOFTS: Files for Chapter 11 Protection in Nebraska
-----------------------------------------------------------
Brandeis Lofts, LLC filed for chapter 11 protection with the U.S.
Bankruptcy Court for the District of Nebraska.

The filing could likely have better results than a foreclosure
action, the Omaha World-Herald reports, citing Bill Garbina, Esq.
of Lieben, Whitted, Houghton, Slowiaczek & Cavanagh, P.C., L.L.O.

Mr. Garbina represents Weitz Co., a contractor who sued the
project's developer and banker.

The World-Herald relates that the Brandeis Building is a partially
completed luxury condominium project in a 10-story, 1906 building
located at 16th and Douglas Streets.

On Dec. 29, 2006, Great Western Bank filed a notice of default
against the company and put the building on the market for
$20 million.

The World-Herald reports that the building was likely to be sold
at a foreclosure action but it was halted when Weitz filed a
lawsuit and managed to get a temporary injunction.

Wietz filed the suit in order to enforce what Weitz claimed were
Great Western's assurances that it would continue funding the
project.  The bank had also said that it woiuld pay Weitz as long
as it remained on the project after July 2006.

An attorney for Brandeis Lofts, Bob Ginn of the Omaha law firm
Blackwell Sanders Peper Martin, didn't return phone calls Friday.

World-Herald further reports that according to Scott Dye, Esq., at
Baird Holm, Great Western's attorney, the property could still be
sold under bankruptcy and that "[t]he bank is still going to be
pursuing its rights under its deed of trust."


BRANDEIS LOFTS: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Brandeis Lofts, L.L.C.
        210 South 16th Street
        Omaha, NE 68102

Bankruptcy Case No.: 07-80482

Type of Business: The Debtor owns the Brandeis Building which is a
                  partially completed luxury condominium project
                  in a 10-story, 1906 building located at 16th and
                  Douglas Streets.

                  Brandeis Lofts' investors are Bob Hampton of
                  Lincoln, Breck Collingsworth of Lincoln and
                  Steve Borgmann of Norfolk, Neb.

Chapter 11 Petition Date: March 14, 2007

Court: Nebraska U.S. Bankruptcy Court (Omaha)

Judge: Thomas L. Saladino

Debtor's Counsel: Robert V. Ginn, Esq.
                  Blackwell Sanders Peper Martin LLP
                  1620 Dodge Street, Suite 2100
                  Omaha, NE 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


Debtor's Eight Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Hampton LLC                                        $2,200,016
   8040 Elger Drive
   Lincoln, NE 68516

   The Designers                                         $12,506
   12123 Emmet Street
   Omaha, NE 68127

   Hampton Development Services, Inc.                    $12,397
   8040 Elger Drive
   Lincoln, NE 68516

   Jean Timmerman                                        $11,729
   3201 South 101st Street, Suite 207
   Omaha, NE 68127

   Matthew Miller                                         $5,811
   9706 Jefferson Plaza, Suite 6
   Omaha, NE 68127

   Koley Jessen, PC                                       $1,825
   1125 South 103rd Street
   Omaha, NE 68124

   Ballew Schneider Covalt                                  $364
   Gaines & Engdahl
   440 South 13th Street, Suite C
   Lincoln, NE 68508

   Eagle Consulting, Inc.                                   $255
   13520 Discovery Drive, Suite 114
   Omaha, NE 68137


CAPTEC FRANCHISE: Fitch Holds Junk Rating on Series 1996-A Loans
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the outstanding
classes for these issues for Captec Franchise Receivables Trust:

Series 1996-A

    -- Class A remains at 'CC/DR1';
    -- Class B remains at 'C/DR1'.

Series 1998-1

    -- Class A-3 affirmed at 'BBB';
    -- Class B affirmed at 'B/DR1';
    -- Class C remains at 'C'/DR upgraded to 'DR3' from 'DR5';
    -- Class A-X affirmed at 'BBB'.

Series 2000-1:

    -- Class A-1 affirmed at 'BBB';
    -- Class A-2 affirmed at 'BBB';
    -- Class B affirmed at 'B/DR1';
    -- Class C remains at 'CC'/DR upgraded to 'DR2' from 'DR5';
    -- Class D remains at 'C/DR6';
    -- Class E remains at 'C/DR6';
    -- Class F remains at 'C/DR6';
    -- Class A-X affirmed at 'BBB'.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to have remained consistent with Fitch's previous review,
leading to the affirmation of the current ratings.  Changes in
distressed recovery ratings are a result of improved recovery
expectations on currently defaulted collateral.


CARTER GRANDLE: Can Hire Benjamin Martin as Bankruptcy Counsel
--------------------------------------------------------------
CFI Manufacturing Inc. dba Carter Grandle obtained permission from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Benjamin G. Martin, Esq., as its counsel.

Mr. Martin is expected to:

   a) prepare and file schedules, statement of financial affairs
      and executory contracts;

   b) represent the Debtor in all meetings of creditors, hearings,
      pretrial conferences and trials;

   c) prepare, file and present to the Court any pleading
      requesting relief;

   d) prepare, file and present to the Court of any disclosure
      statement and plan of reorganization;

   e) review of claims made by creditors and interested parties,
      including preparation and prosecution of objections to
      claims;

   f) prepare and present final accounting and motion of final
      decree closing; and

   g) perform other necessary legal services.

The Debtor tells the Court that, pursuant to an employment
agreement, the Debtor has paid a $15,000 retainer fee plus $1,083
for filing fees and costs.  In addition, the Debtor will pay Mr.
Martin his hourly rate of $200, and a travel time fee of $50 per
hour.

Mr. Martin, Esq. assures the Court that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Martin can be reached at:

      Benjamin Martin, Esq.
      1620 Main Street, Suite 1
      Sarasota, Florida 34236
      Tel: (941) 951-6166
      Fax: (941) 951-2076
      http://www.lawyers.com/skipmartinlaw/

Based in Sarasota, Florida, CFI Manufacturing Inc. dba Carter
Grandle -- http://www.cartergrandle.com/-- 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).  When the Debtor sought protection from its creditors,
it listed assets and debts between $1 million to $100 million.


CARTER GRANDLE: U.S. Trustee Amends Creditor Committee Composition
------------------------------------------------------------------
Felicia S. Turner, the U.S. Trustee for Region 21, amended the
appointment of the Official Committee of Unsecured Creditors
in CFI Manufacturing Inc. dba Carter Grandle's Chapter 11 case.

The Creditors' Committee is now composed of:

   1) Kyle Chastain
      Controller
      MaxPak Corp.
      2808 New Tampa Highway
      Lakeland, FL 33815
      Tel: (863) 682-0123
      Fax: (863) 284-2325
      kchastain@maxpak.cc

   2) C. Michael Faulkner
      Credit Manager
      Shuford Mills, Inc.
      P.O. Box 2288
      Hickory, NC 28603-2228
      Tel: (828) 304-8302
      Fax: (828) 304-8385
      mfaulkner@shurtape.com

   3) David S. Jones
      Manager, Procurement and Legal Services
      Estes Express Lines, Inc.
      3901 West Board Street
      Richmond, VA 23230
      Tel: (804) 353-1900, x 2471
      Fax: (804) 353-8001
      djones@estes-express.com

   4) Michael Durant
      Director of Credit and Customer Accounting
      VF Jeanswear LP (Wrangler)
      335 Church Court
      Greenboro, NC 27401
      Tel: (336) 332-3511
      Fax: (336) 332-5408
      mike_durant@VFC.com

   5) Jerry Morris
      Managing Partner
      Metro Mar
      dba United Shipping Solutions
      409 Apollo Beach Boulevard
      Apollo Beach, FL 33572
      Tel: (813) 641-0357
      Fax: (813) 645-1809
      jmorris@myunitedshipping.com

   6) Craig Lightle
      General Manager
      Eastern Metal Supply, Inc.
      3600-23rd Avenue South
      Lake Worth, FL 33461
      Tel: (561) 533-6061
      Fax: (561) 588-4780

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
CFI Manufacturing's expense.  They may investigate the CFI
Manufacturing's business and financial affairs.  Importantly,
official committees serve as fiduciaries to the general population
of creditors they represent.  Those committees will also attempt
to negotiate the terms of a consensual chapter 11 plan -- almost
always subject to the terms of strict confidentiality agreements
with CFI Manufacturing and other core parties-in-interest.  If
negotiations break down, the Committee may ask the Bankruptcy
Court to replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtors is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

Based 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).  When the
Debtor sought protection from its creditors, it listed assets and
debts between $1 million to $100 million.


CARTER GRANDLE: Panel Hires Kluger Peretz as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
CFI Manufacturing Inc. dba Carter Grandle's Chapter 11 case
obtained permission from the U.S. Bankruptcy Court for the Middle
District of Florida to retain Kluger, Peretz, Kaplan and Berlin,
P.L. and Robert Paul Charbonneau as tits counsel.

Kluger Peretz is expected to:

   a) give advice to the Creditor's Committee with respect to its
      powers and duties;

   b) represent the Creditors Committee in all proceedings before
      the Court;

   c) prepare and review motion, pleadings, orders and
      applications, adversary proceedings and other legal
      documents arising in this cause;

   d) represent the Creditors Committee in negotiations with the
      Debtor and other parties in interest; and

   e) perform other legal services for the Creditor's Committee.

Robert Paul Charbonneau, the principal and sole shareholder of
Robert Paul Charbonneau, P.A., a member of Kluger, Peretz, tells
the Court that the Firm's professionals bill:

      Professionals                     Hourly Rate
      -------------                     -----------
      Jacqueline Calderin, Esq.            $325
      Robert P. Charbonneau, Esq.          $450
      Legal Assistants                   $95 - $145

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

Mr. Charbonneau can be reached at:

      Robert P. Charbonneau, P.A.
      Kluger, Peretz, Kaplan & Berlin, P.L.
      17th Floor, Miami Center
      201 South Biscayne Boulevard
      Miami, Florida 33131
      Tel: (305) 379-9000
      Fax: (305) 379-3428
      http://www.kpkb.com/

Based in Sarasota, Florida, CFI Manufacturing Inc. dba Carter
Grandle -- http://www.cartergrandle.com/-- 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).  When the Debtor sought protection from its creditors,
it listed assets and debts between $1 million to $100 million.


CHESAPEAKE ENERGY: Declares $0.06 Per Share Quarterly Dividend
--------------------------------------------------------------
Chesapeake Energy Corporation's Board of Directors has declared a
$0.06 per share quarterly dividend that will be paid on April 16,
2007 to common shareholders of record on April 2, 2007.

Chesapeake has approximately 460 million common shares
outstanding.  In addition, Chesapeake's Board has declared
dividends on its outstanding convertible preferred stock issues.

* Cumulative Convertible Preferred Stock

     1) 4.125%

        Date of Issue: March 30, 2004
        Registered CUSIP: 165167875
        144A CUSIP: 165167883
        Par Value per Share: $0.01
        Shares Outstanding: 3,065
        Liquidation Preference per Share: $1,000
        Record Date: June 1, 2007
        Payment Date: June 15, 2007
        Amount per Share: $10.3125

     2) 5% (2005)
        Date of Issue: April 19, 2005
        Registered CUSIP: 165167859
        144A CUSIP: 165167867
        Par Value per Share: $0.01
        Shares Outstanding: 4,600,000
        Liquidation Preference per Share: $100
        Record Date: April 2, 2007
        Payment Date: April 16, 2007
        Amount per Share: $1.25

     3) 4.5%
        NYSE Symbol: CHK Pr D
        Date of Issue: Sept. 14, 2005
        Registered CUSIP: 165167842
        Par Value per Share: $0.01
        Shares Outstanding: 3,450,000
        Liquidation Preference per Share: $100
        Record Date: June 1, 2007
        Payment Date: June 15, 2007
        Amount per Share: $1.125

     4) 5% (2005B)
        Date of Issue: Nov. 8, 2005
        Registered CUSIP: 165167826
        144A CUSIP: 165167834
        Par Value per Share: $0.01
        Shares Outstanding: 5,750,000
        Liquidation Preference per Share: $100
        Record Date: May 1, 2007
        Payment Date: May 15, 2007
        Amount per Share: $1.25

     5) 6.25%
        NYSE Symbol: CHK Pr E
        Date of Issue: June 30, 2006
        Registered CUSIP: 165167818
        Par Value per Share: $0.01
        Shares Outstanding: 2,300,000
        Liquidation Preference per Share: $250
        Record Date: June 1, 2007
        Payment Date: June 15, 2007
        Amount per Share: $3.90625

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Barnett Shale, Fayetteville Shale, Permian
Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex
and Appalachian Basin regions of the U.S.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on oil and gas exploration and production company
Chesapeake Energy Corp., and revised the outlook to positive from
stable.


CHIQUITA BRANDS: Colombia May Ask U.S. to Extradite Officials
-------------------------------------------------------------
Colombia considers asking the United States to extradite officials
of Chiquita Brands International Inc. to face charges that a
former subsidiary paid money to illegal paramilitaries, Reuters
reports.

According to Reuters, Colombian prosecutors will determine if an
extradition request should be made against company executives
responsible for paying more than $1.7 million to paramilitaries.

Last week, Chiquita said in a plea agreement with the United
States Attorney's Office for the District of Colombia and the
National Security Division of the U.S. Department of Justice that
it will plead guilty to one count of engaging in transactions with
a specially-designated global terrorist, and will pay a fine of
$25 million, payable in five equal annual installments, with
interest.

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

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

                 U.S. Department of Justice Probe

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

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

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

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

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

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

                      About Chiquita Brands

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

                          *    *    *

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

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


CITATION CORP: Can Obtain Up to $20 Million of DIP Financing
------------------------------------------------------------
Citation Corp. and its debtor-affiliates obtained interim
authority from the U.S. Bankruptcy Court for the Northern District
of Alabama to borrow up to $20,000,000 under a $25,000,000
postpetition secured financing facility arranged by J.P. Morgan
Chase Bank, N.A.

The DIP Financing Facility is necessary for the Debtors to
operate their businesses in Chapter 11 and for the Debtors'
successful reorganization, Edwin L. Buker, Chief Executive
Officer of Citation, explains.

Mr. Buker says the Debtors' existing cash on hand and projected
operating revenues will not be sufficient to fund the completion
of their restructuring process.

The Debtors' access to sufficient working capital, Mr. Buker
states, will permit the orderly continuation of the operation of
their businesses, maintain business relationships with vendors,
suppliers and customers, make payroll and satisfy other working
capital and operational needs.

JPMorgan will act as administrative agent to a consortium of
lenders under the DIP Facility.  The syndication will be arranged
by J.P. Morgan Securities, Inc.

The DIP Facility consists of a revolving line of credit and
letter of credit facility.  The DIP loan will mature on the
earliest of:

   -- six months after the Debtors' bankruptcy filing;

   -- 45 days after entry of the Interim DIP Order if a Final DIP
      Order has not been entered;

   -- substantial consummation of a confirmed plan of
      reorganization;

   -- termination of the use of cash collateral; and

   -- acceleration of the loan and termination of the DIP
      commitment following an event of default.

The DIP Loan will incur interest at the prime rate plus 1.25% per
annum or, at the Debtors' option, LIBOR plus 2.25% per annum

Pursuant to Section 364(c)(1) of the Bankruptcy Code, the DIP
Obligations will constitute allowed claims against the Debtors
with priority over any and all administrative expenses,
diminution claims and all other claims against the Debtors,
subject only to the carve-out for:

   (i) all fees required to be paid to the Clerk of the
       Bankruptcy Court and to the Office of the Bankruptcy
       Administrator under 28 U.S.C. Section 1930(a); and

  (ii) fees or expenses incurred by the Debtors and any statutory
       committees appointed in the cases that remain unpaid after
       the occurrence and during the continuance of an Event of
       Default, not exceeding $2,000,000 in the aggregate.

However, $900,000 of the $2,000,000 Carve Out amount will be
available solely for the payment of unpaid fees and expenses
incurred by Latham & Watkins LLP, the Debtors' general bankruptcy
counsel.

To secure repayment of the DIP Obligations, JPMorgan will have a
first lien on the Debtors' cash balances and on their
unencumbered property.  The Debtors, however, will not be
required to pledge to the Agent in excess of 65% of the voting
capital stock of their direct foreign subsidiaries or any of the
capital stock or interests of indirect foreign subsidiaries if,
in the good faith judgment of the Debtors, this would result to
adverse tax consequences.

Unencumbered Property will exclude the Debtors' claims and causes
of action under Chapter 5 of the Bankruptcy Code, or any other
avoidance actions, but will include any proceeds or property
recovered, unencumbered or otherwise the subject of successful
Avoidance Actions, whether by judgment, settlement or otherwise.

JPMorgan, on the DIP Lenders' behalf, will also have valid,
binding, continuing, enforceable, fully perfected first priority
senior priming security interest in and lien on all of the
Debtors' properties.

The Debtors are also authorized to pay JPMorgan and the DIP
Lenders:

   -- a commitment fee equal to 0.50% of the average daily unused
      amount of the DIP commitment;

   -- a $25,000 agency fee, payable at closing;

   -- letter of credit fees equal to 225 basis points on the
      outstanding amount of each letter of credit, plus customary
      fees;

   -- an upfront fee equal to 1% of the DIP Facility; and

The Debtors will also reimburse JPMorgan and the DIP Lenders for
their costs and expenses.

The Court will convene a hearing to consider final approval of
the Debtors' request on April 5, 2007 at 1:00 p.m.  Objections,
if any, are due March 29, five business days prior to the
hearing.

Donald S. Bernstein, Esq., and Brian M. Resnick, Esq., at Davis
Polk & Wardwell, in New York, and Robert H. Adams, Esq., and
Kimberly B. Glass, Esq., at Maynard Cooper & Gale, P.C., in
Birmingham, Alabama, represent JPMorgan in the Debtors' cases.

                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.  At Oct. 2005, Citation's balance sheet showed total
assets of $360,243,000 and total debts of $294,702,000.  The
Debtors exclusive period to file a chapter 11 plan expires on
July 10, 2007.  (Citation Corp. Bankruptcy News, Issue No. 1,
http://bankrupt.com/newsstand/or 215/945-7000).


CNL FUNDING: Fitch Junks Rating on Class G-1 Loans
--------------------------------------------------
Fitch has taken these rating actions on the three CNL Funding
Franchise Loan Transactions:

CNL Funding 1998-1, LP

    -- Classes IO-1, IO-2, A-1b, and A-2b affirmed at 'AAA';

    -- Classes B-1 and B-2 affirmed at 'AA';

    -- Classes C-1 and C-2 affirmed at 'A';

    -- Classes D-1 and D-2 affirmed at 'BBB+';

    -- Classes E-1 and E-2 affirmed at 'BBB-';

    -- Class F-1 downgraded to 'BB-' from 'BB';

    -- Class F-2 affirmed at 'BB';

    -- Class G-1 downgraded to 'CCC' from 'B' and is assigned a DR
       rating of 'DR3';

    -- Class G-2 downgraded to 'B-' from 'B' and is assigned a DR
       rating of 'DR1'.

    -- Classes E-1, F-1, F-2, G-1, and G-2 are placed on Rating
       Watch Negative.

CNL Funding 1999-1, LP

    -- Classes IO, A-1, and A-2 affirmed at 'AAA';
    -- Class B affirmed at 'AA';
    -- Class C affirmed at 'A';
    -- Class D affirmed at 'A-'.

CNL Funding 2000-A, LP

    -- Classes A-1 and A-2 affirmed at 'AAA'.

Classes A-1 and A-2 are affirmed on the strength of the MBIA wrap.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to have decreased since last review for CNL Funding 1998-1
resulting in negative rating actions.  Remaining transactions were
found to have credit support consistent with Fitch's previous
review resulting in the affirmation of the current ratings.

Fitch also noted two large obligors in the 1998-1 transaction who
have recently encountered cash flow concerns which have led to the
special servicing of their debt.  While no monetary default has
occurred to date, the size of each obligor is cause for concern,
leading Fitch to assign a Rating Watch Negative for certain
subordinate notes as listed above in the 1998-1 transaction.


COLTS 2007-1: Moody's Rates $22.25 Million Class E Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes and
Combination Notes issued by CoLTS 2007-1 Ltd.:

    (1) Aaa to the $260,000,000 Class A Floating Rate Notes Due
        2021;

    (2) Aa2 to the $22,250,000 Class B Floating Rate Notes Due
        2021;

    (3) A2 to the $40,000,000 Class C Floating Rate Deferrable
        Interest Notes Due 2021;

    (4) Baa2 to the $21,215,000 Class D Floating Rate Deferrable
        Interest Notes Due 2021;

    (5) Ba2 to the $22,250,000 Class E Floating Rate Deferrable
        Interest Notes Due 2021 and

    (6) Baa3 to the $10,000,000 Combination Notes Due 2021.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the
Combination Notes addresses only the ultimate receipt of the
"Rated Balance" (adjusted from time to time).

Structured Asset Investors, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


COMMERCIAL REALTY: Wants Lease Decision Period Moved to June 6
--------------------------------------------------------------
Commercial Realty and Development Company and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of Pennsylvania to extend, until June 6, 2007, the period within
which it can assume or reject unexpired leases of non-residential
real property, without prejudice to requests for further
extension.

The Debtors' period to decide on their leases expired on March 8,
2007.

The Debtors tells the Court that their request is out of an
abundance of caution in relation to the motion filed by Towne
House Inn Inc., a debtor-affiliate, for extension of the
deadline for Towne House Inn to assume or reject its lease
agreement with Commercial Realty.

Towne House Inn leases real estate from Commercial Realty to
operate a hotel and restaurant.

The real estate owned by Commercial Realty is subject to a
mortgage lien in favor of CSB Bank, a secured creditor.

Andrew P. Gates, Esq. in Clearfield, Pennsylvania represents CSB
Bank in the Debtors' cases.

Headquartered in St. Marys, Pa., Commercial Realty and Development
Company operates a 59-room hotel and inn, complete with Executive
and VIP Suites.  Its Towne House Inn Dining Room is open to the
public and offers a full country breakfast, luncheon menu and
dinner menu.  The company and two affiliates -- Towne House Inn
Inc. and Towne House Enterprises Inc. -- sought chapter 11
protection on November 8, 2006 (Bankr. W.D. Pa. Lead Case No. 06-
11436).  Guy C. Fustine, Esq., at Knox McLaughlin Gornall &
Sennett, P.C. represents the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtors' case.  When Commercial Realty sought
protection from its creditors, it listed assets and debts between
$1 million and $100 million.  The Debtors' exclusive period to
file a Chapter 11 Plan expires on March 30, 2007.


COMMUNICATIONS CORP: Can Use Cash Collateral Until July 1
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana in
Shreveport has permitted Communications Corporation of America and
its debtor-affiliates and White Knight Holdings, Inc., and its
debtor-affiliates to use cash collateral securing repayment of
their prepetition debts until July 1, 2007.

Specifically, the Debtors will use the Cash Collateral in
accordance with a budget, a full-text copy of which is available
for free at http://ResearchArchives.com/t/s?1b81

As reported in the Troubled Company Reporter on Nov. 16, 2006, the
Debtors' prepetition lenders are, among others, General Electric
Capital Corporation, Bank of Montreal, and Apollo Management, L.P.

The Debtors will use their lenders' cash collateral in order to
fund their day-to-day operations and provide services necessary
for their businesses.

To protect creditors asserting liens on the cash collateral
against any diminution in the value of their collateral, the
Debtors agree to provide customary adequate protection in the form
of replacement and superpriority claims under Section 507(b) of
the Bankruptcy Code.

As additional adequate protection, the Court prohibits the Debtors
from making any payments or distributions to Galloway Consulting
Services Inc., and Southern Benefit Services LLC.  The Debtors
also will not make any payments of EBITDA bonuses to Thomas
Galloway and Wayne Elmore.

                       About White Knight

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

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

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

When White Knight and its debtor-affiliates filed for protection
from their creditor, they estimated less than $50,000 in assets
and estimated debts between $100,000 and $500,000.

             About Communications Corp. of America

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


COMMUNICATIONS CORP: Files Chapter 11 Plan & Disclosure Statement
-----------------------------------------------------------------
Communications Corporation of America and its debtor-affiliates
and White Knight Holdings Inc. and its debtor-affiliates delivered
a Disclosure Statement accompanying their Joint Chapter 11 Plan of
Reorganization on March 14, 2007, to the U.S. Bankruptcy Court for
the Western District of Louisiana.

The Debtors' exclusive period to file a plan of reorganization
expired on March 14.

As reported in the Troubled Company Reporter on Jan. 31, 2007, the
Debtors asked the Court to extend their exclusive periods to:

   a) file a plan of reorganization until April 30, 2007; and

   b) solicit acceptances on that plan for 90 days after the
      termination of the plan-filing period or July 29, 2007.

General Electric Corporation, as agent, argued that even if the
Debtors file a plan within the exclusivity period, the Debtors
will not have 60 days to obtain acceptances of their plan.  GE
asserted that the deadline for the Debtors to obtain acceptances
of a plan will expire either on March 31 or April 2, not 60 days
from the date of filing the plan.

The Debtors asked the Court to clarify that they have 60 days to
obtain acceptances upon the timely filing of a plan.

The Court has not made any ruling on the Debtors' request.

                      Overview of the Plan

The primary purposes of the Plan are to provide for:

   (a) the continued operation and renewed growth of the Debtors'
       businesses;

   (b) the restructure and rationalization of the Debtors'
       capital structure;

   (c) the recapitalization of the Debtors for additional
       liquidity; and

   (d) payments to creditors in accordance with terms of the
       Plan.

The Debtors will fund the Plan through a combination of:

   (1) the sale of assets for $75 million,

   (2) a capital infusion of $10 million from the present owners
       of Communications Corporation of America Inc. and White
       Knight Holdings Inc., and

   (c) revenues derived from continued operations.

The net sale proceeds will be paid to GE Lenders Secured Claims.
The estimated allowed amount of the GE Lenders Secured Claim is
$206 million.  The claim is subject to valuation by the Court.

Allowed Administrative Claims, Priority Tax Claims, Priority
Claims, Other Secured Claims, Convenience Claims, and Unsecured
Trade Claims will be paid in full.

The total estimate of outstanding unpaid Administrative Expense
Claims is in the range of $5.8 million to $6.3 million; Priority
Tax Claims, $0; Priority Claims, $0; Other Secured Claims,
$16,000; Convenience Class Claims, $95,000; and Unsecured Trade
Claims, $900,000 to $1.1 million.

Holders of General Unsecured Claims will recover 3%.  The
estimated amount of Allowed General Unsecured Claims is
$170,000,000.

The holders of equity interests in the Debtor Subsidiaries will
retain their equity interests.  Preferred Interests in
Communications Corporation of America Inc. will receive a cash
distribution equal to the holder's pro rata share of $50,000.
Holders of common equity interests in the Parent companies won't
receive anything under the Plan.

A full-text copy of the Debtors' Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?1b86

                       About White Knight

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

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

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

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

             About Communications Corp. of America

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


COMMUNICATIONS CORP: Disclosure Statement Hearing Set for April 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
will convene a hearing on April 13, 2007, at 9:00 a.m. to consider
approval of the Disclosure Statement explaining Communications
Corporation of America and its debtor-affiliates and White Knight
Holdings Inc. and its debtor-affiliates Joint Chapter 11 Plan of
Reorganization.

                       About White Knight

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

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

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

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

             About Communications Corp. of America

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


COVENTRY HEALTH: Prices $400 Million Senior Notes Offering
----------------------------------------------------------
Coventry Health Care, Inc. has priced a $400 million offering of
5.95% coupon rate senior unsecured notes due 2017.  The notes will
rank equal in right of payment to all of Coventry's existing and
future senior debt, including its existing 5.875% senior notes due
2012, 6.125% senior notes due 2015, and existing credit facility.

Standard & Poor's Rating Services assigned its "BBB" senior
unsecured debt rating and Moody's Investors Service assigned its
"Ba1" senior unsecured debt rating to the notes.

Coventry will use the net proceeds of the offering for general
corporate purposes, which may include retiring existing
indebtedness, acquisitions (including its planned acquisition of
the workers' compensation managed care services businesses of
Concentra), repurchases of our capital stock, additions to working
capital and capital expenditures. Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc. acted as Joint Bookrunners and
Banc of America Securities LLC and Deutsche Bank Securities, Inc.
acted as Co-Managers.

A copy of the prospectus relating to this offering can be obtained
by calling Citigroup Global Markets Inc. at (877) 858-5407 and
J.P. Morgan Securities Inc. at (212) 834-4533.

Headquartered in Bethesda, Maryland, Coventry Health Care, Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a national managed
health care company operating health plans, insurance companies,
network rental/managed care and workers' compensation services
companies.  Coventry provides a full range of risk and fee-based
managed care products and services, including HMO, PPO, POS,
Medicare Advantage, Medicare Prescription Drug Plans, Medicaid,
Workers' Compensation services and Network Rental to a broad cross
section of individuals, employer and government-funded groups,
government agencies, and other insurance carriers and
administrators in all 50 states as well as the District of
Columbia and Puerto Rico.


COVENTRY HEALTH: Moody's Rates $400 Million Long Term Debt at Ba1
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 senior unsecured debt
rating to Coventry Health Care, Inc.'s (NYSE: CVH) issuance of
$400 million of new long term debt.  The outlook on the rating is
positive.

The company plans to use the net proceeds to refinance
$170.5 million of existing debt, partially fund the acquisition of
the workers' compensation managed care service business from
Concentra, Inc., and for general corporate purposes.  Moody's
notes that with the additional debt, Coventry's financial leverage
(where debt includes operating leases) and interest coverage
metrics remain consistent with expectations for its current
ratings (debt to capital of 25% to 30%, and EBIT to interest
coverage of 12x to 15x), although future debt capacity within the
rating category may be somewhat reduced.

On October 6, 2006, Moody's affirmed Coventry's ratings and
changed the outlook on the ratings to positive.  The rating action
reflected Coventry's continued improvement in after-tax earnings
margin, its increased capital strength, enhanced levels of cash
flow from both regulated and unregulated sources and continued
progress made in the integration of First Health.  Another driver
of the outlook change, according to the rating agency, was the
company's M&A strategy, which is now focused on developing a
national diversified benefits company by expanding in key markets,
adding specialty businesses, and building core competencies for
existing products.

Coventry Health Care, Inc. headquartered in Bethesda, Maryland
reported medical membership of 2.5 million and Part D Medicare
membership of approximately 690,000 as of December 31, 2006.  The
company reported net income of $560 million on revenues of
approximately $7.8 billion for the full calendar year 2006.


CVS CORP: Caremark Shareholders Approve Merger Proposal
-------------------------------------------------------
Caremark Rx, Inc. shareholders voted on Friday, March 16, 2007,
approving a merger proposal from CVS Corporation.

"The vote reinforces the compelling logic underpinning the merger
of the nation's largest pharmacy chain with the leading pharmacy
services company and speaks to the tremendous opportunity we have
before us," Tom Ryan, Chairman, President and Chief Executive
Officer of CVS Corporation said.  "We have said from the beginning
that this combination will transform the way pharmacy services are
delivered, enabling consumers to benefit from enhanced healthcare
services and improved outcomes, and for payors to benefit from
more effective cost management tools.  Now that we have obtained
approval from both CVS and Caremark shareholders, we can begin
delivering on this opportunity."

CVS expects the transaction to close next week, promptly after the
vote is certified by the independent inspector of election.  The
tender offer for 150 million of CVS/Caremark's outstanding shares
will commence approximately five business days after the closing.
The special cash dividend of $7.50 per share will be payable at or
promptly after closing of the merger to Caremark shareholders of
record as of the close of business on the day immediately
preceding the closing date.

                        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.


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)

Judge: Bruce I. Fox

Debtor's Counsel: Alan Frank, Esq.
                  Frank, Rosen, Snyder & Moss, LLP
                  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
555 City Avenue
Bala Cynwyd, PA 19007

Chase                            line of credit        $124,338
P.O. Box 260161
Baton Rouge, LA 70826-0161

BPG Office Partners III          business lease         $44,800
P.O. Box 51089
Philadelphia, PA 19175-0829

Donato Spivante                  residential lease      $24,500

Martin Sussman                   personal loan          $13,000

Davia Construction               construction work      $10,500

Capital One                      credit card debt        $8,524

McKeon Inc.                      glass installation      $7,585

Capital One, FSB                 credit card debt        $6,400

Crocker and Breslin Architects   architect service fees  $5,148

Yerkes & Company                 land survey services    $3,000

Sunoco                           heating oil               $700


DELTA AIR: Elects Airline Relief to Preserve Pension Plan
---------------------------------------------------------
Delta Air Lines Inc. had filed its election to obtain the benefit
of the pension funding relief provided in the Pension Protection
Act for its defined benefit retirement plan, which covers its
active and retired ground employees and flight attendants.  Delta
employees and retirees fought hard to persuade Congress to include
the alternative funding option in the pension reform legislation
signed by the president last year.

"Delta employees and retirees were instrumental in championing and
fighting for pension legislation reform on Capitol Hill, making it
possible for us to preserve benefits earned by our ground
employees and flight attendants," Edward Bastian, Delta's
executive vice president and chief financial officer, said.  "Our
ability to make this election and save this plan is a tribute to
their hard work and dedication."

Delta also had made a $50 million voluntary contribution to the
plan.  "We made a commitment to our employees and retirees that we
would make this voluntary contribution prior to our exit," Mr.
Bastian said.  "With emergence less than 60 days away, we're happy
to be fulfilling that promise and look forward to introducing a
new, competitive retirement package upon exit."

The $50 million contribution is in addition to the required
contributions that Delta will make under the funding schedule
authorized by the Pension Protection Act.  Under that funding
schedule, Delta expects to contribute an additional $50 million
during the remainder of 2007, and thereafter make contributions
that we expect will average about $100 million per year for the
next several years.  Both the $50 million voluntary contribution
and the ongoing required contributions are included in Delta's
business plan.

                      About Delta Air Lines

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

                         Plan Update

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


DELTA AIR: Wants to Enter into Pratt & Whitney Agreement
--------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates seek the United
States Bankruptcy Court for the Southern District of New York's
authority:

   (a) for Delta Air Lines, Inc., to enter into certain
       agreements with United Technologies Corporation, Pratt &
       Whitney Division:

         (i) the PW2000 Material Management Program Agreement
             dated Feb. 21, 2007;

        (ii) the PW4000 Inventory Logistics Program Agreement
             dated Feb. 21, 2007;

       (iii) the Third-Party Customer PW2000 Parts Repair
             Agreement dated Feb. 21, 2007, with certain Pratt &
             Whitney subsidiary and affiliated repair units as
             set forth in the PW2000 PRA; and

        (iv) the General Terms Agreement for Maintenance Services
             dated Feb. 22, 2007; and

   (b) to assume a Letter Agreement dated Nov. 9, 2004 between
       Delta and Pratt & Whitney, as amended on March 1, 2007.

Delta entered into a Material Management Agreement with Pratt &
Whitney on March 29, 1996, in order to meet the ongoing engine
service requirements of its fleet.  Pursuant to the 1996 MMA,
Pratt & Whitney would supply on a cost per flight hour basis the
entire major gas path parts for the PW2000 and PW4000 engines
that power Delta's aircraft.

Since the Petition Date, Delta thoroughly examined all its
existing parts and materials management agreements, including the
1996 MMA, to identify greater efficiencies and to lower costs.
The analysis has involved several months of work by Delta's
management and financial advisors, including an assessment of
existing parts and materials management agreements and potential
alternatives to the agreements.

In March 2006, Delta, with the assistance of its advisor,
Mercer, Inc., prepared and distributed Requests for Proposals to
38 potential suppliers of engine parts and repair services for
PW2000, PW4000 and JT8D engines.  Thirty-five potential suppliers
responded with piece part and repair bids and two potential
suppliers responded with proposals for material management
programs.

After detailed discussions with Pratt & Whitney and negotiations
that spanned several months in connection with the RFPs, Delta
determined that Pratt & Whitney's offer on the PW2000 portion of
the material management program, including additional value-added
components that accompanied the offer, represented the best value
to Delta, Timothy E. Graulich, Esq., at Davis Polk & Wardwell, in
New York, relates.

The PW2000 MMPA appoints Pratt & Whitney as the exclusive
provider of certain PW2000 replacement parts required by Delta
for eligible engines.  The agreement provides for Delta's payment
for services at agreed rates on a per eligible engine flight hour
basis.

The PW4000 ILPA appoints Pratt & Whitney as the exclusive
provider of certain new and replacement parts for Delta's PW4000
engines.  To support Delta's efforts to reduce shop operating
costs, eliminate excess inventory, reduce labor requirements,
improve repair quality and establish a predictable cost
structure, Pratt & Whitney has agreed to provide Delta with on-
site program management, inventory logistics support and delivery
guarantees as set forth in the PW4000 ILPA.

Mr. Graulich asserts that the PW2000 MMPA and the PW4000 ILPA
will enhance the Delta's engine maintenance and repair
efficiency, reduce turnaround time and costs for its engines.

The PW2000 PRA will allow Delta to leverage and profit from its
expertise in engine repair when it services PW2000 engines, owned
or operated by third parties at its own facilities.  The PW2000
PRA sets forth, among other things, the prices at which Delta
will make purchases from Pratt & Whitney in connection with
third-party repairs.

The GTA will allow Delta to leverage and profit from its
expertise in engine repair and sets forth the terms by which
Pratt & Whitney may subcontract with Delta for the maintenance
services of certain models of equipment.

Upon execution of the PW2000 MMPA and the PW4000 ILPA, Pratt &
Whitney and Delta agreed to terminate, effective Dec. 31, 2006,
the 1996 MMA with respect to the PW2000 and PW4000 engines.

The Debtors maintain that reaching agreement with Pratt & Whitney
and entering into the PW2000 MMPA, the PW4000 ILPA, the PW2000
PRA and the GTA and assuming the Letter Agreement will allow
Delta to maintain its engines in an efficient and cost-effective
manner.

Mr. Graulich contends that entry into the Pratt & Whitney
Agreements will:

   (a) provide for millions in annual savings beginning
       January 2007;

   (b) contribute significant cash flows to the 2007 operating
       plan;

   (c) provide Delta with a market-leading maintenance cost
       position through its new PW2000 MMPA rate;

   (d) enable significant run-rate savings with lower operational
       and implementation risk than other alternatives
       considered; and

   (e) provide operational stability and total mitigation of
       program implementation risk.

             Reduction of Pratt & Whitney's Claims

Pratt & Whitney has agreed to provide Delta, upon execution of
the Agreements, with credits in the amount of $12,000,000, in
consideration of:

    -- their business relationship with each other; and

    -- the expenses and costs incurred by Delta in connection
       with its ownership and operation of Pratt & Whitney
       engines on its aircraft.

Pratt & Whitney has also agreed to reduce its prepetition claim,
filed against Delta in the amount of $24,400,643, by $16,117,584,
which represents:

     * the $7,281,514 prepetition claims related to the PW2000
       engines under the 1996 MMA;

     * the prepetition credits, valued at $5,652,070, accrued
       under the Letter Agreement;

     * the $2,460,000 prepetition claims related to part repairs
       performed by Pratt & Whitney and its affiliated companies
       for Delta under other agreements;

     * the remaining prepetition lease credits, valued at
       $100,000, accrued under the 1996 MMA; and

     * the $624,000 prepetition recalculation credits accrued
       under the 1996 MMA in relation to PW4000 engines.

Pratt & Whitney has also agreed to give Delta approximately
$3,000,000 in postpetition lease credits.

As a result of Pratt & Whitney's reduction of the prepetition
claims, its total prepetition claim against Delta will be reduced
to $8,283,059.

Delta and Pratt & Whitney have further agreed that, pursuant to
Section 553(a) of the Bankruptcy Code, Pratt & Whitney will
offset against its general unsecured claim the sum of $1,541,738,
representing the maximum amount of warranty credits that may have
accrued prepetition and may be due from Pratt & Whitney to
Delta.  The claim will be deemed an Allowed General Unsecured
Claim for $6,741,321, and will be deemed to satisfy in full any
obligation that Delta may have to:

   (a) cure any existing default or loss to Pratt & Whitney under
       the 1996 MMA, the Letter Agreement or any other
       prepetition agreement between Delta and Pratt & Whitney;
       or

   (b) take any other action required under the Bankruptcy Code
       as a condition precedent to the assumption of contracts.

              Pratt & Whitney's Reclamation Claim

Pratt & Whitney has asserted a $3,603,746 administrative claim
against Delta on account of an asserted reclamation claim.
Delta, which disputed the amount, proposed that Pratt & Whitney
was entitled to an administrative claim amount of $152,404 on
account of the Asserted Reclamation Claim.

Delta and Pratt & Whitney have engaged in good-faith negotiations
to resolve the amounts owed as a result of the Asserted
Reclamation Claim.  The parties have agreed to reserve their
respective positions with respect to the Asserted Reclamation
Claim.

Once the amount of the Asserted Reclamation Claim is agreed by
the parties or resolved by the Court, Pratt & Whitney's Allowed
General Unsecured Claim will be reduced by any allowed amounts
arising from the Asserted Reclamation Claim.

                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         Plan Update

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


DELTA AIR: Committee Inks Second Amendment to SSI Engagement
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Delta Air Lines,
Inc., and its debtor-affiliates tells the U.S. Bankruptcy Court
for the Southern District of New York that it has entered into a
second amendment to the engagement letter with SSI (U.S.), Inc.,
doing business as Spencer Stuart, to provide for further
modification to the terms of the firm's employment.

Specifically, the Second Amendment provides that in addition to
the $350,000 previously paid to Spencer Stuart pursuant to prior
Court orders, the Debtors will make an additional payment of
$50,000 for the firm's search for a non-executive Chairperson for
the Board of Reorganized Delta.

The process, the Creditors Committee relates, will involve
additional work performed by Spencer Stuart than was originally
contemplated when the Engagement Letter and the First Amendment
was negotiated.

Accordingly, the Creditors Committee asks the Court to approve
the second amendment to the terms of Spencer Stuart's engagement.

The Debtors and the U.S. Trustee have no objection to the
application.

Delta Air Lines Inc. wants its chief executive officer and board
of director chairman jobs held by different people when it
emerges from Chapter 11, The Associated Press reports.

Currently, John F. Smith Jr., who is not employed as a Delta
executive, is the chairman of Delta's board.  Gerald Grinstein,
Delta's chief executive officer, is a member of the board.

Grinstein has previously said that he plans to step down as CEO
when Delta emerges from Chapter 11.

                          SSI Retention

As reported in the Troubled Company Reporter on Dec. 26, 2006, the
Committee obtained approval from the Court to retain SSI as board
search consultant, effective as of November 17, 2006, pursuant to
a letter of engagement dated November 17.

                         First Amendment

As reported in the Troubled Company Reporter on Feb. 28, 2007, the
Committee amended its engagement letter with SSI to provide for
certain limited modifications to the terms of the firm's
employment:

   (a) in addition to the $200,000 paid to Spencer Stuart, the
       Debtors will be authorized to make a second payment of
       $150,000; and

   (b) Spencer Stuart will be paid a minimum fee in the event
       that:

         * the Creditors Committee terminates the retention prior
           to the effective date of a plan of reorganization for
           Delta Air Lines, Inc.; or

         * fewer than five new members, excluding any existing
           member of the Board or any Delta employee, are
           recruited to the Board of Reorganized Delta.


                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         Plan Update

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


DONNY CARTEE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Donny (Don) Gordon Cartee
        1528 Old Hillsboro Road
        Franklin, TN 37069

Bankruptcy Case No.: 07-01526

Chapter 11 Petition Date: March 2, 2007

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Robert L. Scruggs, Esq.
                  2525 21st Avenue
                  South Nashville, TN 37212
                  Tel: (615) 309-7090
                  Fax: (615) 309-7046

Total Assets: $10,188,360

Total Debts:   $2,542,927

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kathryn Cartee                   Loan                   $54,000
1528 Old Hillsboro Road
Franklin, TN 37069

Robert L. Scruggs, Esq.          legal fees             $15,171
2525 21st Avenue South
Nashville, TN 37212

Williamson Co. Trustee           1494 Old Hillsboro      $9,723
1320 West Main Street            Road property tax
Franklin, TN 37064

Discover Fin                     credit card      $4,144

Internal Revenue Service         federal income tax      $3,500

Sherman Acquisitions             factoring company       $3,469
                                 account SEARS

Capital One                      credit card purchases   $2,121

C&C Seric                        MED102 Nolensville      $2,051
                                 Veteran Hospital

Franklin Equine                  Horse Treatment $       $1,363
                                 Euthenasia

Henry Drilling                   well pump and           $1,191
                                 lines to house

Capital One                      credit card purchases     $992

Gemb/dillards                    credit card               $438

Jones Heating & Air              miscellaneous             $409

Kennedy Portable Toilets         portable toilets          $385

Medshld Corp.                    08 Cumberland Bank        $183
                                 Center overdraft
                                 charges


DOUGLAS MONGEON: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Douglas R. Mongeon
        11201 Meads Street
        Orange, CA 92869-2115

Bankruptcy Case No.: 07-10716

Chapter 11 Petition Date: March 14, 2007

Court: Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: William M. Burd, Esq.
                  Burd & Naylor
                  200 West Santa Ana Boulevard, Suite 400
                  Santa Ana, CA 92701
                  Teel: (714) 708-3900

Total Assets: $3,369,795

Total Debts:  $2,805,000

Debtor's Two Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Vital Signs                                       $1,000,000
   c/o Edward Zappia Esq.
   725 S. Figueroa Street, Suite 2500
   Los Angeles, CA 900175408

   US Bank VISA                                          $13,000
   P.O. Box 790408
   St. Louis, MO 63179-0408


E MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: E Management Group, LLC
        dba Cebu Restaurant & Bar
        dba World Fusion
        123 Chestnut Street
        Philadelphia, PA 19106

Bankruptcy Case No.: 07-11575

Type of Business: The Debtor operates a restaurant
                  specializing in Filipino cuisine.
                  See http://www.cebuphiladelphia.com/

Chapter 11 Petition Date: March 15, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Alan R. Gordon, Esq.
                  Pelino & Lentz, P.C.
                  One Liberty Place, 32nd Floor
                  1650 Market Street
                  Philadelphia, PA 19103
                  Tel: (215) 246-3124

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Richard Weisbord, Esq.             Loans                 $600,000
110 South Front Street
Philadelphia, PA 19106

City of Philadelphia               Taxes                 $110,800
One Parkway Building
1515 Arch Street
Philadelphia, PA 19102

Wilson Encarnacion                 Loans                 $175,000
15 Hampton Court
Mt. Laurel, NJ 08054

123-129 Chestnut Street Assoc.     Rent                  $141,000
4900 South Broad Street
Building 6, Suite 330
Philadelphia, PA 19112

Pennsylvania Dept. of Revenue      Taxes                 $100,000
Department 280946
c/o Bankruptcy Division
Harrisburg, PA 17128

Internal Revenue Service           Taxes                  $55,000

Edward Don & Company               Trade Debt             $15,819

Wolf Block                         Legal Fees             $10,500

Blue Crab Seafood                  Trade Debt              $9,550

Julius Silvert                     Trade Debt              $9,225

A. Esposito Inc.                   Trade Debt              $6,062

Marjorie Amrom Interiors           Trade Debt              $5,906

Philadelphia Weekly                Advertising             $5,583

Philadelphia Style Magazine        Advertising             $3,669

Philadelphia Police Department     Security                $3,592

Marcello Giordano                  Trade Debt              $3,500
Go Fresh Foods

Khatri & Company, P.C.             Accounting Fees         $3,250

Gelmarc Distributors               Trade Debt              $3,181

Samuels & Son Seafood Co., Inc.    Trade Debt              $2,884

PGW                                Utilities               $2,835


EMAC OWNER: Decreased Credit Support Cues Fitch's Junk Ratings
--------------------------------------------------------------
Fitch has taken these rating actions on the EMAC Owner Trusts:

Series 1998-1

    -- Class IO downgraded to 'CC' from 'B';
    -- Class A-3 remains at 'CC/DR2';
    -- Classes B, C, D, E, and PI remain at 'C/DR6'.

Series 1999-1

    -- Class A-1 remains at 'CCC'/DR upgraded to 'DR2' from 'DR3';
    -- Class A-2 remains at 'CCC/DR3';
    -- Class IO remains at 'CCC';
    -- Classes B, C, D, E, F, and G remain at 'C/DR6'.

Series 2000-1

    -- Classes A-1 and A-2 downgraded to 'CCC/DR3' from 'B/DR3';
    -- Class IO downgraded to 'CCC' from 'B';
    -- Classes B, C, D, E, and F remain at 'C/DR6'.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to have decreased since last review for EMAC Owner Trusts
1998-1 and 2000-1 resulting in negative rating actions.  Series
1999-1 was found to have credit support consistent with Fitch's
previous review resulting in current ratings being affirmed.
Recovery expectations on defaulted collateral in Series 1999-1
have slightly improved since last review which is reflected in the
change to the distressed recovery rating for the Class A-1 Notes.


EMERGE INTERACTIVE: Court OKs Sale of CatteLog and VerifEye Units
-----------------------------------------------------------------
eMerge Interactive, Inc. disclosed that on March 15, 2007, the
U.S. Bankruptcy Court for the Southern District of Florida, West
Palm Beach division entered two sales orders approving the sales
of substantially all of the assets of the company's CattleLog and
VerifEYE business units.

Pursuant to the Orders, Origin Micro Systems, LLC was the
successful bidder in a competitive auction pursuant to Section 363
of the United States Bankruptcy Code and will purchase the
company's CattleLog, or "Animal Information Solutions," assets for
approximately $1,600,000.

Chad, Inc. will purchase the company's VerifEYE assets for
approximately $370,000. The company will seek to close both sales
transactions as soon as practicable, and the closings of these
sales transactions will be subject to customary closing
conditions.

There can be no assurances that the company will be able to
complete the transactions involving the liquidation of the
CattleLog or VerifEYE assets. The company expects that if the
transactions involving the liquidation of the CattleLog and
VerifEYE assets are completed, and the Company is liquidated, the
Company will return little or no value to its existing
stockholders.

Headquartered in Sebastian Florida, eMerge Interactive, Inc.
(Nasdaq: EMRG) -- http://www.emergeinteractive.com/-- is a
technology company focusing on the agricultural and meat
processing industries.  eMerge's products include CattleLog, a
USDA-approved Process Verified Program providing individual-animal
data collection and reporting that enables livestock tracking,
verification and branding; the VerifEYE Carcass Inspection System,
a real-time, optical inspection system that scans beef carcasses
in packing plants; and the Solo handheld inspection unit, a
portable instrument, incorporating the VerifEYE imaging
technology.

The company filed for bankruptcy protection on Feb. 14, 2007
(Bank. S.D. Fla. Case No. 07-10932).  Jimmy D. Parrish, Esq., at
Latham, Shuker, Barker, Eden & Beaudine, LLP, represent the
Debtor.  As of Dec. 31, 2006, the company had assets totaling
$4,463,300 and debts totaling $2,626,988.


EMISPHERE TECHNOLOGIES: PwC Expresses Going Concern Doubt
---------------------------------------------------------
PricewaterhouseCoopers LLP expressed substantial doubt on
Emisphere Technologies, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended
Dec. 31, 2006 and Dec. 31, 2005.  PwC points to the company's
sustained operating losses, limited capital resources and
significant future commitments.

                         2006 Financial Results

For the year ended Dec. 31, 2006, the company reported a net loss
of $41.76 million on revenues of $7.25 million, compared with a
net loss of $18.05 million on revenues of $3.54 million for the
year ended Dec. 31, 2005.

As of Dec. 31, 2006, the company's balance sheet had total assets
of $28.09 million and total liabilities of $34.19 million,
resulting to total stockholders' deficit of $6.1 million.

The company held cash and cash equivalents of $8.03 million and
zero restricted cash as of Dec. 31, 2006, up from $1.95 million
and restricted cash of $4.29 million in 2005.  It increased its
short-term investments in 2006 to $13.49 million from $2.97
million in 2005.

The company anticipates that it will continue to generate
significant losses from operations for the foreseeable future, and
that its business will require substantial additional investment
that have not yet secured.

The company says that its existing capital resources will allow it
to continue operations through approximately September of 2007, or
earlier if unforeseen events or circumstances arise that
negatively affect its liquidity.  However, the company discloses
that if it fails to raise additional capital or obtain substantial
cash inflows from existing partners prior to September 2007, it
will be forced to cease operations.   The company is currently in
discussions with investment bankers and others concerning its
financing options.

                      MHR Convertible Notes

On Sept. 26, 2005, the company executed a Senior Secured Loan
Agreement with MHR Institutional Partners IIA LP which provides
for a seven year, $15 million secured loan from MHR to the company
at 11% interest.

Under the Loan Agreement, MHR requested, and on May 16, 2006 the
company effected, the exchange of the Loan for 11% senior secured
convertible notes with substantially the same terms as the Loan
agreement, except that the Convertible Notes are convertible, at
the sole discretion of MHR or any assignee thereof, into shares of
the company's common stock at a price per share of $3.78.
Interest will be payable in the form of additional Convertible
Notes rather than in cash and the company has the right to call
the Convertible Notes after Sept. 26, 2010 if certain conditions
are satisfied.  The Convertible Notes are secured by a first
priority lien in favor of MHR on substantially all of our assets.

The company relates that the Convertible Notes provide for certain
events of default and if an event of default occurs, the
Convertible Notes provide for the immediate repayment of the Notes
and certain additional amounts.  At such time, the company says it
may not be able to make the required payment, and if it is unable
to pay the amount due under the Notes, the resulting default would
enable MHR to foreclose on all of the company's assets.

The company discloses that it currently has a waiver from MHR for
failure to perfect liens on certain intellectual property rights,
through March 17, 2008.

                   Novartis Convertible Note

On Dec. 1, 2004, the company issued a $10 million convertible note
to Novartis in connection with a research collaboration option
relating to the development of PTH 1-34.  The Novartis Note, as
amended, bears interest at a rate of:

    * 3% prior to December 1, 2006,
    * 5% from December 1, 2006 through December 1, 2008, and
    * 7% from that point until maturity on December 1, 2009.

The company has the option to pay interest in cash on a current
basis or accrue the periodic interest as an addition to the
principal amount of the Novartis Note.  In the event that interest
accrues on the Novartis Note, the accretion to principal will
cause future interest payments to rise.  The company may convert
the Novartis Note at any time prior to maturity into a number of
shares of its common stock equal to the principal and accrued and
unpaid interest to be converted divided by the then market price
of our common stock, provided certain conditions are met,
including that the number of shares issued to Novartis, when
issued, does not exceed 19.9% of the total shares of company
common stock outstanding, that at the time of such conversion no
event of default under the Note has occurred and is continuing,
and that there is either an effective shelf registration statement
in effect covering the resale of the shares issued in connection
with such conversion or the shares may be resold by Novartis
pursuant to SEC Rule 144(k).

The company says that if an event of default occurs under the
Novartis Note, any unpaid principal and accrued interest on the
Novartis Note would become immediately due and payable.  At such
time, the company relates that it may not be able to make the
required payment, and if it is unable to pay the amount due under
the Novartis Note, the resulting default would have a material
adverse effect on the business and on the value of the company's
stockholders' investments in its common stock.

Further, if the Novartis Note has been converted into the
company's common stock, Novartis would have the right to require
the company to repurchase the shares of common stock within six
months after an event of default under the Novartis Note, for an
aggregate purchase price equal to the principal and interest that
was converted, plus interest from the date of conversion, as if no
conversion had occurred.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b7d

                         About Emisphere

Headquartered in Tarrytown, New York, Emisphere Technologies Inc.
-- http://www.emisphere.com/-- is a biopharmaceutical company
charting new frontiers in drug delivery.  The company develops
oral forms of injectable drugs, either alone or with corporate
partners, by applying its proprietary eligen(R) technology to
these drugs.


EMPORIA PREFERRED: Fitch Rates $18.5 Million Class E Notes at BB
----------------------------------------------------------------
Fitch assigns these ratings to Emporia Preferred Funding III, Ltd.
and Emporia Preferred Funding III, LLC:

    -- $100,000,000 class A-1 first priority senior notes, due
       2021 'AAA';

    -- $40,000,000 class A-2 first priority senior revolving
       notes, due 2021 'AAA';

    -- $132,580,000 class A-3 first priority delayed draw senior
       notes, due 2021 'AAA';

    -- $26,845,000 class B second priority senior notes, due 2021
       'AA';

    -- $37,170,000 class C third priority subordinated deferrable
       notes, due 2021 'A';

    -- $20,650,000 class D fourth priority subordinated deferrable
       notes, due 2021 'BBB';

    -- $18,585,000 class E fifth priority subordinated deferrable
       notes, due 2021 'BB'.


ENTERGY NEW ORLEANS: Deloitte LLP Raises Going Concern Doubt
------------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about Entergy
New Orleans Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006 and 2005.  The auditing firm pointed to the
company's filing for reorganization under Chapter 11.

Entergy New Orleans Inc. reported net income of $5.3 million on
total operating revenues of $571.2 million for the year ended
Dec. 31, 2006, compared with net income of $1.2 million on
$673.3 million of total operating revenues for the year ended
Dec. 31, 2005.

Net income increased $4.1 million primarily due to higher net
revenue, lower other operation and maintenance expenses, lower
taxes other than income taxes, and higher other income, partially
offset by higher reorganization items and higher interest and
other charges.

Net revenue, which is Entergy New Orleans' measure of gross
margin, consists of operating revenues net of: 1) fuel, fuel-
related, and gas purchased for resale, 2) purchased power
expenses, and 3) other regulatory charges.

2006 net revenue was $192.2 million compared to 2005 net revenue
of $179.2 million.

Other operation and maintenance expenses decreased due to limited
operations since Hurricane Katrina and storm restoration efforts
in 2006.

Taxes other than income taxes decreased primarily due to lower
franchise taxes in 2006 due to lower revenues and a reduction in
ad valorem tax assessments in 2006.

Other income increased primarily due to:

  -- a decrease in 2005 in the investment in the customer service
     system in accordance with a formula rate plan settlement; and

  -- carrying costs of $1.1 million related to Hurricane Katrina.

Reorganization items primarily consist of professional fees
associated with the bankruptcy case and, pursuant to an agreement
with the first mortgage bondholders, the accrual in the fourth
quarter of 2006 for the proposed plan of reorganization provision
that will pay the first mortgage bondholders an amount
($12.2 million) equal to the one year of interest from the
bankruptcy petition date that the bondholders had waived
previously in the bankruptcy proceeding.

Interest and other charges increased primarily due to interest
accrued on prepetition accounts payable pursuant to the terms of
Entergy New Orleans' proposed reorganization plan and on the DIP
credit facility.  On Sept. 23, 2006, when the interest moratorium
agreed to by the bondholders expired, Entergy New Orleans also
resumed interest accrual on its outstanding first mortgage bonds.

The effective income tax rates for 2006 and 2005 were 48.6% and
58.9, respectively.

At Dec. 31, 2006, the company's balance sheet showed
$921.2 million in total assets, $747.4 million in total
liabilities, and $173.8 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $153 million in total current assets available to
pay $267.4 million in total current liabilities.

Full-text copies of the company's financial statements for the
year ended Dec. 31, 2006, are available for free at:

                http://researcharchives.com/t/s?1b70

Entergy New Orleans' operating activities provided $95.4 million
of cash in 2006 compared to using $41.2 million of cash for 2005
primarily due to:

  -- a net tax refund of $57.2 million in 2006 compared to a tax
     refund of $18 million in 2005;

  -- the negative effect that Hurricane Katrina had on collections
     in 2005;

  -- the increased collections of deferred fuel costs; and

  -- pension fund contributions of $14 million made in 2005.

These increases were partially offset by increased payments to
vendors.

In the first quarter of 2006, Entergy Corporation received an
income tax refund as a result of net operating loss carryback
provisions contained in the Gulf Opportunity Zone Act of 2005.  In
accordance with Entergy's intercompany tax allocation agreement,
in April 2006, Entergy Corporation distributed $71 million of the
refund to Entergy New Orleans.  Entergy New Orleans used the
income tax refund to repay a portion of the borrowings outstanding
under the DIP credit facility.

Net cash used in investing activities increased $20.1 million in
2006 primarily due to capital expenditure activity related to
Hurricane Katrina.  Capital expenditures made during 2006 as a
result of Hurricane Katrina were approximately $59 million.

Entergy New Orleans used $53.3 million in financing activities in
2006 compared to providing $134.3 million in 2005 primarily due
to:

  -- $90 million of borrowings under the DIP credit facility in
     2005 which provided cash and a net repayment of $38.1 million
     in 2006;

  -- $15 million of borrowings under the 364-day credit facility
     in 2005 which provided cash and the repayment by setoff of
     the $15 million in 2006; and

  -- money pool activity in 2005.

                     About Entergy New Orleans

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


FALCON FRANCHISE: Fitch Holds Low-B Ratings on Six Loans
--------------------------------------------------------
Fitch affirms four Falcon Franchise Loan Transactions as:

Falcon Franchise Loan Trust Certificates, Series 1999-1

    -- Classes IO and A-2 affirmed at 'AAA';
    -- Class B affirmed at 'AA';
    -- Class C affirmed at 'A';
    -- Class D affirmed at 'BBB';
    -- Class E affirmed at 'BB'.

Falcon Franchise Loan Trust Certificates, Series 2000-1

    -- Classes IO, A-1, and A-2 affirmed at 'AAA';
    -- Class B affirmed at 'AA-';
    -- Class C affirmed at 'A-';
    -- Class D affirmed at 'BBB-';
    -- Class E affirmed at 'BB-'.

Falcon Auto Dealership LLC, Series 2001-1

    -- Classes IO and A-1 affirmed at 'AAA';
    -- Class A-2 affirmed at 'AA+';
    -- Class B affirmed at 'A+';
    -- Class C affirmed at 'BBB+';
    -- Class D affirmed at 'B+';
    -- Class E affirmed at 'B/DR1';
    -- Class F remains at 'CCC/DR4'.

Falcon Auto Dealership LLC, Series 2003-1

    -- Classes IO, A-1, and A-2 affirmed at 'AAA';
    -- Class B affirmed at 'A';
    -- Class C affirmed at 'BBB-';
    -- Class D affirmed at 'BB-';
    -- Class E affirmed at 'B+';
    -- Class F remains at 'CCC/DR5'.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to be consistent with Fitch's previous review resulting in
the affirmation of the current ratings.


FFCA SECURED: Fitch Affirms Junk Ratings on 10 Loans
----------------------------------------------------
Fitch Ratings has taken these rating actions on the five FFCA
Secured Franchise Loan Trusts:

FFCA Series 1997-1:

    -- Class A-2b affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class C-2 affirmed at 'A''
    -- Class D-2 affirmed at 'BBB';
    -- Class E-2 affirmed at 'BBB-';
    -- Class I-O affirmed at 'AAA'.

FFCA Series 1998-1:

    -- Class A-1b affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA';
    -- Class C-1 affirmed at 'A';
    -- Class D-1 affirmed at 'BB';
    -- Class I-O affirmed at 'AAA'.

FFCA Series 1999-1:

    -- Class A1-b affirmed at 'AAA';
    -- Class A-2 affirmed at 'AAA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'A';
    -- Class C-1 affirmed at 'BBB';
    -- Class C-2 affirmed at 'BBB';
    -- Class D-1 affirmed at 'BBB-';
    -- Class D-2 affirmed at 'BBB-';
    -- Class I-O affirmed at 'AAA'.

FFCA Series 1999-2:

    -- Class A-1c affirmed at 'AAA';
    -- Class A-2 downgraded to 'CCC/DR3' from 'BB';
    -- Class B-1 remains at 'CC'/DR downgrades to 'DR2 from 'DR1';
    -- Class B-2 downgraded to 'C/DR6' from 'CC/DR6';
    -- Class C-1 remains at 'C/DR6';
    -- Class C-2 remains at 'C/DR6';
    -- Class D-1 remains at 'C/DR6';
    -- Class D-2 remains at 'C/DR6';
    -- Class E-1 remains at 'C/DR6';
    -- Class E-2 remains at 'C/DR6';
    -- Class I-O affirmed at 'BBB'.

Class A-1c is affirmed based on the strength of an MBIA insurance
policy.

FFCA Series 2000-1:

    -- Class A-2 affirmed at 'AAA';
    -- Class B affirmed at 'B/DR1';
    -- Class C remains at 'CCC/DR1';
    -- Class D remains at 'C/DR6';
    -- Class E remains at 'C/DR6';
    -- Class I-O affirmed at 'BBB'.

Class A-2 is affirmed based on the strength of an MBIA insurance
policy.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
assess the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to have decreased since last review for the FFCA Secured
Franchise Loan Trust 1999-2 resulting in the negative rating
actions.  With the exception of 1999-2, Fitch-rated FFCA
transactions were found to have credit support consistent with
Fitch's previous review leading to the affirmation of the current
ratings.  Recovery expectations on defaulted collateral in series
1999-2 have slightly declined since the last review.  This decline
is reflected in the negative migration of Distressed Recovery
ratings for the class A-2 and B-1 certificates.


FINANCE AMERICA: S&P Junks Rating on Class B2 Certificates
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B1 and B2 certificates from Finance America Mortgage Loan
Trust 2004-1 to 'BB' from 'BBB-' and to 'CCC' from 'B',
respectively.

The rating on the class B1 certificate remains on CreditWatch with
negative implications, where it was placed Jan. 2, 2007, and
the rating on the class B2 certificate was removed from
CreditWatch negative, where it was placed on the same date.
Concurrently, the ratings on the remaining classes from this
transaction were affirmed.

The lowered ratings and CreditWatch placement are the result of
realized losses that have continuously depleted
overcollateralization.  During the previous six remittance
periods, monthly losses have exceeded excess interest by
approximately 1.74x.  The failure of excess interest to cover
monthly losses has resulted in an O/C deficiency of $2,980,684.
As of the February 2007 distribution date, O/C was approximately
83% below its target balance.  Total delinquencies represent
28.91% of the current pool balance, with 14.38% categorized as
seriously delinquent (90-plus days, foreclosure, and REO).
Cumulative realized losses represent 1.45% of the original pool
balance.

The class B2 rating was removed from CreditWatch negative because
the rating 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.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  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 the class
B1 rating from CreditWatch.

The affirmations reflect actual and projected credit support that
is sufficient to maintain the current ratings.

Credit support for this transaction is provided through a
combination of subordination, excess spread, and O/C.  The
collateral consists of 30-year, fixed- or adjustable-rate subprime
mortgage loans secured by first liens on residential properties.

       Rating Lowered and Removed from Creditwatch Negative

             Finance America Mortgage Loan Trust 2004-1

                                Rating
                                ------
                  Class     To          From
                  -----     --          ----
                  B2        CCC         B/Watch Neg

       Rating Lowered and Remaining on Creditwatch Negative

             Finance America Mortgage Loan Trust 2004-1

                                  Rating
                                  ------
                 Class     To               From
                 -----     --               ----
                 B1        BB/Watch Neg     BBB-/Watch Neg

                      Ratings Affirmed

          Finance America Mortgage Loan Trust 2004-1

                Class                     Rating
                -----                     ------
                ASIO, M1                  AAA
                M2                        AA+
                M3                        AA
                M4                        AA-
                M5                        A+
                M6                        A
                M7                        A-
                M8                        BBB+


FLYI INC: Judge Walrath Confirms Amended Liquidation Plan
---------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware confirmed FLYi Inc. and its debtor-affiliates
First Amended Plan of Liquidation dated Nov. 21, 2006, as
modified.

The Plan's centerpiece is the resolution of two significant
issues -- (i) the allocation between the estates of FLYi, Inc.,
and Independence Air, Inc., of the proceeds from their settlement
with United Air Lines and (ii) the allowance of FLYi's
intercompany claim against Independence Air.  Pursuant to the
Plan, 50% of the United Claim Settlement Proceeds will be
allocated to Independence, and the other 50% to FLYi in full
satisfaction of its intercompany claim, which aggregates
$285,500,000 as of the Petition Date.

As part of the Intercompany Resolution, all administrative claims
and priority claims in the Chapter 11 cases are deemed to be
Independence Air-only claims and will be paid from Independence's
assets, with the exception of certain professional fees and
claims of the trustee under the Indenture dated Feb. 25, 2004,
for the $125,000,000 6% convertible notes due 2034.  The Plan
provides for the full payment to holders of administrative,
priority and secured claims.

Hedge fund QVT Financial, LLP, which bought after the Petition
Date about 60% of FLYi's 6% Convertible Notes, and International
Lease Finance Corp., an Independence Air-only creditor, objected
to the Intercompany Resolution for varied reasons.  Both,
however, sought the substantive consolidation of the Debtors'
estates.

QVT Financial asserts that the FLYi estate is entitled to 50% of
the United Claim Settlement Proceeds, while ILFC asserts that the
FLYi estate is entitled to none.  QVT Financial insists that the
entirety of the Intercompany Claim is debt and should be allowed
in full, while ILFC argues that the Intercompany Claim is equity
and should, therefore, receive no consideration under the Plan.

Holders of Class 3B - Convertible Notes Claims, which include
QVT, overwhelmingly rejected the Plan.  Holders of the Notes and
general unsecured claims against FLYi will recover 5.5% to 10.4%
of their claims.  Holders of general unsecured claims against the
other Debtors will recover 6.9 cents to 19.6 cents on the dollar.
QVT, which reportedly paid 16.5 cents on the dollar for the
Convertible Notes, moved for substantive consolidation to enhance
its recovery.

The Court, however, held that the Intercompany Resolution is in
the best interest of the Debtors' creditors and stakeholders in
the Chapter 11 cases, in light of the potentially costly and
lengthy litigation over the issues regarding the extent to which
the Intercompany Claim would be treated as valid debt of
Independence Air.

Judge Walrath also concurred with the Debtors' arguments against
substantive consolidation of FLYi and Independence Air.  The
Debtors contended that the estates cannot be substantively
consolidated under the circumstances, against the backdrop of the
Third Circuit Court of Appeals' decision in In re Owens Corning,
419 F.3d 195 (3d Cir. 2005).  The Debtors noted that, although
FLYi and Independence had common boards of directors and
officers, and FLYi is a holding company such that Independence
carried out the airline operations, other factors militate
against substantive consolidation.  Among other factors, Richard
J. Kennedy, president, general counsel and secretary of the
Debtors noted that:

    -- FLYi and Independence kept separate books and records, and
       thus could file separate schedules of assets and debts;

    -- a significant amount of claims against the Debtors were
       aware of the separate nature of FLYi and Independence; and

    -- holders of the 6% Convertible Notes issued were informed
       directly that FLYi and Independence were separate legal
       entities, and that Independence would have no obligation
       to repay the Notes.

Solely for administrative convenience, the Plan provides for the
substantive consolidation of Atlantic Coast Jet, LLC, Atlantic
Coast Academy, Inc., IA Sub, Inc., WaKeeney, Inc. and Atlantic
Coast Airlines, Inc., into Independence Air.  The substantive
consolidation will not affect the claims against or assets of
Independence because, among others, the five Debtors consolidated
into Independence have no material assets.

The Court found that the Debtors and the Plan complied with the
statutory requirements for confirmation under Section 1129 of the
Bankruptcy Code.

Judge Walrath noted that the Plan, including the Intercompany
Resolution, the arm's-length negotiations with, and support of,
the Official Committee of Unsecured Creditors, and the acceptance
of the Plan by all Classes entitled to vote except for Class 3B,
provide independent evidence of the Debtors' good faith in
proposing the Plan, in compliance with Section 1129(a)(3).

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?1b97

A free copy of Judge Walrath's findings of fact and conclusions
of law regarding the Plan's confirmation is available at:

                 http://ResearchArchives.com/t/s?1b98

                      Plan Modifications

Aside from ILFC and QVT, the Fifth Third Leasing Co.; Wachovia
Bank, N.A.; and U.S. Bank N.A., as indenture trustee for the 6%
Convertible Notes, filed objections to the Plan's confirmation.

Fifth Third's objection has been resolved as a result of certain
language that the Debtors have added to the Plan.

In resolution of Wachovia's objection, the Court clarified that
Wachovia will not be required to remit any cash collateral in its
possession, pursuant to an Amended and Restated Loan and Security
Agreement dated July 31, 2003, as amended, and a Letter of Credit
and Reimbursement Agreement dated as of Sept. 28, 2001, as
amended, to the Distribution Trust until all of the Debtors'
outstanding letters of credit secured by the cash collateral have
expired or have been drawn, and any liens Wachovia may have on
the cash collateral will not be released under the Plan until
Wachovia's secured claim in respect of the cash collateral is
satisfied in full.

The United States Department of Justice, on behalf of certain
federal agencies, raised an informal objection to Confirmation of
the Plan.  To the satisfaction of the U.S. DOJ, the Confirmation
Order provides:

    a. Nothing in the Plan or the Confirmation Order enjoins or
       precludes the United States from pursuing any police or
       regulatory action against the Debtors.

    b. Claims of each individual agency of the United States
       will be paid in accordance with the terms of the Plan as
       soon as all of the Claims of the individual agency are
       resolved.

    c. Nothing in Article XII of the Plan will constitute a
       waiver by the United States of its rights to assert that
       the Bankruptcy Court lacks jurisdiction over any matter
       set forth in Article XII.

The modified Plan also provides that, no later than 60 days after
the effective date of the Plan, U.S. Bank, as Indenture Trustee
may submit to the Distribution Trustee a written request for the
payment of its claims for (a) reasonable, actual and necessary
out-of-pocket expenses owed to it pursuant to the Nov. 21, 2006
order approving the Disclosure Statement and (b) reasonable fees
and expenses attributable to the period from the Petition Date
through the Effective Date in connection with the administration
of its duties under the FLYi indenture, subject to certain
exceptions.

The Court approved the modifications to the Plan.  Judge Walrath
held that the modifications do not materially or adversely affect
or change the treatment of any claim against or interest in any
Debtor.

All other objections not addressed by the modifications or
previously withdrawn were overruled.

A black-lined copy of the Plan's modifications is available for
free at http://ResearchArchives.com/t/s?1b99

                  Implementation of the Plan

As of the effective date of the Plan, each of the Debtors will
cease to exist, and the Debtors' assets will be transferred to
and vested in the Distribution Trust, free and clear of claims,
liens and interests.

ENA Advisors, LLC, as the Distribution Trustee, may compromise or
settle any Claims without supervision or approval by the Court
and free of any restrictions of the Bankruptcy Code or Bankruptcy
Rules for any allowed claim not in excess of $1,000,000.  The
Distribution Trustee may also pay the charges for professionals'
fees, disbursements, expenses or related support services without
application to the Court.

ENA Advisors will succeed to the rights, benefits and obligations
of the Debtors under the Sept. 6, 2006 and Feb. 27, 2007 orders
approving a protocol for the Creditors Committee's investigation
of potential causes of action, except for the rights provided to
the Steering Committee.

On the Effective Date, the Steering Committee, which will consist
of parties selected by the Creditors Committee, will be formed
to, among others, oversee the claims reconciliation process and
distributions conducted by or on behalf of the Distribution
Trustee.  The Creditors Committee will be dissolved on the
Effective Date.

Pursuant to the Plan, the Effective Date will not occur and the
Plan will not be consummated unless and until:

    1. the Distribution Trust Agreement has been executed, and
       the Trust Accounts have been established; and

    2. the Confirmation Order has been entered, is in full force
       and effect and has not been stayed.

                           About FLYi

Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.

The Debtors' exclusive period to file a chapter 11 expired on
Aug. 15, 2006.  On the same day, the Debtors filed their Joint
Plan of Liquidation.  On Nov. 13, 2006, they filed an Amended Plan
and Disclosure Statement.  The Court approved the Disclosure
Statement on Nov. 17, 2006 and the Clerk of Court entered a
written disclosure statement order on Nov. 21, 2006.  The hearing
to consider confirmation of the Debtors' Plan is set for March 12,
2007.  (FLYi Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FLYI INC: Court sets Post-Confirmation Claims Bar Dates
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware's March 15,
2007 order confirming FLYi Inc. and its debtor-affiliates First
Amended Plan of Liquidation dated Nov. 21, 2006, as modified,
provides that requests for payment of administrative claims for
the period from March 1, 2006, to the Plan's effective date must
be filed and served on the Distribution Trustee and other
entities designated by the Bankruptcy Rules, Confirmation order
or other Court order no later than 60 days after the effective
date of the Plan.

Any holder who fails to file and serve a request for payment of
the Administrative Claim will be forever barred from asserting
the Administrative Claim against the Debtors or their respective
property or any of the Trust Accounts or any assets of the
Debtors' estates.  The Administrative Claim will be deemed waived
and released as of the Effective Date.

Objections to the Administrative Claim must be filed by the
Distribution Trustee and served on the Claimant by the later of
180 days after the Effective Date, and 120 days after the filing
of the request for payment.

Professionals or other entities asserting a professional fee
claim for services rendered solely with respect to a Debtor
before the Effective Date must file and serve on the Distribution
Trustee and other designated entities an application for final
allowance of the Professional Fee Claim no later than 60 days
after the Effective Date.

Objections to any Professional Fee Claim must be filed and served
on the Distribution Trustee and the requesting party by the later
of 90 days after the Effective date, or 30 days after the filing
of the request.  The Confirmation Order will amend and supersede
any previously entered order of the Court, including the
Professional Fee order, regarding the payment of Professional Fee
Claims.

If the rejection of an executory contract or unexpired lease
pursuant to the Plan gives rise to a Claim by the other party or
parties to the contract or lease, the Rejection Claim will be
forever barred and will not be enforceable against the
Distribution Trustee or the Distribution Trust unless a proof of
Claim is filed and served on the Distribution Trustee, no later
than 60 days after the Effective Date.

In accordance with Section 502(b)(9), any entity that failed to
file a proof of claim by the applicable bar date or was not
otherwise permitted to file a proof of Claim after the applicable
bar date by a final order of the Court is and will be barred,
estopped and enjoined from asserting any claim against the
Debtors:

    -- in an amount that exceeds the amount, if any, that is
       identified in the Debtors' schedules of assets and
       liabilities on behalf of the entity as undisputed,
       noncontingent and liquidated; or

    -- of a different nature or a different classification than
       any claim identified in the Schedules on behalf of the
       entity.

All claims filed, after the applicable bar date and for which no
Final Order has been entered by the Court determining that the
Claims were timely filed, will be disallowed and expunged.  Any
distribution on account of the claim will be limited to the
amount, if any, listed in the applicable Schedules as undisputed,
noncontingent and liquidated.


Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.

The Debtors' exclusive period to file a chapter 11 expired on
Aug. 15, 2006.  On the same day, the Debtors filed their Joint
Plan of Liquidation.  On Nov. 13, 2006, they filed an Amended Plan
and Disclosure Statement.  The Court approved the Disclosure
Statement on Nov. 17, 2006 and the Clerk of Court entered a
written disclosure statement order on Nov. 21, 2006.  The hearing
to consider confirmation of the Debtors' Plan is set for March 12,
2007.  (FLYi Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FMAC LOAN: Fitch Retains Junk Rating 43 Note Classes
----------------------------------------------------
Fitch has taken ratings actions on the nine FMAC Loan Receivables
Trusts:

Series 1996-A:

    -- Class A-1 IO affirmed at 'AAA';
    -- Class A-2 IO affirmed at 'AAA';
    -- Class A-1 affirmed at 'AAA';
    -- Class A-2 affirmed at 'AAA';
    -- Class B-1 remains at 'C/DR6';
    -- Class B-2 remains at 'C/DR6';
    -- Class C-1 remains at 'C/DR6';
    -- Class C-2 remains at 'C/DR6'.

Classes A-1 and A-2 are affirmed based on the strength of an MBIA
insurance policy.

Series 1996-B:

    -- Class A-X remains at 'C';
    -- Class A-1 remains at 'C/DR1';
    -- Class A-2 remains at 'C/DR3';
    -- Class B remains at 'C/DR6';
    -- Class C remains at 'C/DR6';
    -- Class D remains at 'C/DR6';
    -- Class E remains at 'C/DR6'.

Series 1997-A:

    -- Class A-X affirmed at 'AA';
    -- Class A affirmed at 'AA';
    -- Class B affirmed at 'A';
    -- Class C downgraded to 'BB' from 'BBB';
    -- Class D remains at 'C/DR2'
    -- Class E remains at 'C/DR6';
    -- Class F remains at 'C/DR6'.

Series 1997-B:

    -- Class A-X affirmed at 'B';
    -- Class A affirmed at 'B/DR1';
    -- Class B remains at 'C/DR3';
    -- Class C remains at 'C/DR6';
    -- Class D remains at 'C/DR6';
    -- Class E remains at 'C/DR6';
    -- Class F remains at 'C/DR6'.

Series 1997-C:

    -- Class A-X affirmed at 'BBB';
    -- Class A affirmed at 'BBB';
    -- Class B remains at 'C/DR1';
    -- Class C remains at 'C'/DR upgraded to 'DR3' from 'DR6';
    -- Class D remains at 'C/DR6';
    -- Class E remains at 'C/DR6';
    -- Class F remains at 'C/DR6'.

Series 1998-A:

    -- Class A-X remains at 'C';
    -- Class A-2 remains at 'C/DR2';
    -- Class A-3 remains 'C/DR2';
    -- Class B remains at 'C/DR6';
    -- Class C remains at 'C/DR6';
    -- Class D remains at 'C/DR6';
    -- Class E remains at 'C/DR6';
    -- Class F remains at 'C/DR6'.

Series 1998-B:

    -- Class A-X remains at 'C';
    -- Class A-2 remains at 'C'/DR upgraded to 'DR1' from 'DR3';
    -- Class B remains at 'C/DR6';
    -- Class C remains at 'C/DR6';
    -- Class D remains at 'C/DR6';
    -- Class E remains at 'C/DR6';
    -- Class F remains at 'C/DR6'.

Series 1998-C:

    -- Class A-X affirmed at 'BB';
    -- Class A-2 affirmed at 'BB';
    -- Class A-3 affirmed at 'BB';
    -- Class B affirmed at 'B-/DR1';
    -- Class C remains at 'C/DR6';
    -- Class D remains at 'C/DR6';
    -- Class E remains at 'C/DR6';
    -- Class F remains at 'C/DR6'.

Series 1998-D:

    -- Class A-3 affirmed at 'AAA'.

A-3 is affirmed based on the strength of an FSA insurance policy.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
assess the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to have decreased since last review for FMAC Loan
Receivables Trust 1997-A.  With the exception of 1997-A, Fitch-
rated FMAC transactions were found to have credit support
consistent with Fitch's previous review leading to the affirmation
of the current ratings.  Recovery expectations on defaulted
collateral in both series 1997-C and 1998-B have slightly improved
since last review.  This improvement is reflected in the positive
migration of distressed recovery ratings for the class C notes in
the 1997-C series and the class A-2 notes in the 1998-B series.


FOOTHILL CLO: Moody's Rates $19 Million Class E Notes at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned the following ratings to
notes and combination securities issued by Foothill CLO I, Ltd.:

    (1) Aaa to the $357,000,000 Class A Senior Secured Floating
        Rate Notes, Due 2021;

    (2) Aa2 to the $30,000,000 Class B Senior Secured Floating
        Rate Notes, Due 2021;

    (3) A2 to the $28,000,000 Class C Senior Secured Deferrable
        Floating Rate Notes, Due 2021;

    (4) Baa2 to the $25,000,000 Class D Secured Deferrable
        Floating Rate Notes, Due 2021;

    (5) Ba2 to the $19,000,000 Class E Secured Deferrable Floating
        Rate Notes, Due 2021;

    (6) Baa3 to the $6,000,000 Type I Class Q Notes, Due 2021;

    (7) Ba2 to the $9,000,000 Type II Class Q Notes, Due 2021;

    (8) Baa3 to the $6,000,000 Type III Class Q Notes, Due 2021
        and

    (9) Baa2 to the $3,000,000 Type IV Class Q Notes, Due 2021.

Moody's ratings of the notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  Moody's rating of the combination
securities addresses only the ultimate receipt of the rated
balance of the combination securities as reduced for all
distributions made with respect to the combination securities.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of U.S. dollar
denominated senior secured loans, second lien loans, structured
finance securities and mortgage backed securities due to defaults,
the transaction's legal structure and the characteristics of the
underlying assets.  The Foothill Group, Inc. will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


GALAXY VIII: Moody's Rates $12.5 Million Class E Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes and
Combination Securities issued by Galaxy VIII CLO, Ltd.:

    (1) Aaa to the $372,500,000 Class A Senior Term Notes Due 2019

    (2) Aa2 to the $33,750,000 Class B Senior Floating Rate Notes
        Due 2019

    (3) A2 to the $24,400,000 Class C Deferrable Mezzanine
        Floating Rate Notes Due 2019

    (4) Baa2 to the $18,700,000 Class D Deferrable Mezzanine
        Floating Rate Notes Due 2019

    (5) Ba2 to the $12,500,000 Class E Deferrable Junior Floating
        Rate Notes Due 2019

    (6) Baa2 to the $10,000,000 Class X Combination Notes

    (7) Baa2 to the $3,000,000 Class Y Combination Notes

    (8) Aaa to the $5,320,000 Class P Notes

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the Class X
Combination Notes and the Class Y Combination Notes are based
solely on the respective rated amount of each Class X Combination
Note and Class Y Combination Note.  The Moody's rating of the
Class P Notes addresses solely the ultimate receipt of the Class P
Note rated principal balance by the stated maturity and is based
on the expected loss that is posed to the Class P noteholders
relative to such promise.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of primarily of senior
secured loans and high yield bonds due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

AIG Global Investment Corp. will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


FRED TYSON: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Fred W. Tyson
        913 Garden Street
        Charleston, WV 25302

Bankruptcy Case No.: 07-20252

Chapter 11 Petition Date: March 14, 2007

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joe M. Supple, Esq.
                  801 Viand Street
                  Point Pleasant, WV 25550
                  Tel: (304) 675-6249
                  Fax: (304) 675-4372

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
United States of America         Criminal Fine         $150,000

                                 Criminal Forfeiture    $75,000

Friedman's Jewelers                                      $2,144
2097 Charleston Town Center
Charleston, WV 25389

Abanco International LLC                                 $1,526
10255 West Higgins Road
Suite 500
Rosemont, IL 60018

AMEX                                                       $364


Meade & Associates                                          $54

Wesbanco                         Rental Properties      $60,021
                                                       Secured:
                                                        $60,000


FREEPORT-MCMORAN: Phelps Merger Cues DBRS to Downgrade Ratings
--------------------------------------------------------------
Dominion Bond Rating Service downgraded the rating of Freeport-
McMoRan Copper & Gold Inc.'s Senior Unsecured Notes to B (high)
from BB (low) after the announcement by the company on Mar. 14,
2007 that shareholders of Freeport and Phelps Dodge Corporation
have approved Freeport's $25.9 billion acquisition of Phelps.  The
trend is Stable.  DBRS downgraded the rating on Phelps' Senior
Unsecured Notes to BB (low) from BBB.  The trend is Stable.

New rating action:

Freeport-McMoRan

   Revolving Credit Facility BB(high)
   Term Loan A & B BB(high)
   Senior Secured Notes BB(high)
   Issuer Rating BB
   Senior Unsecured Notes B(high)
   cross-guarantees Senior Secured Notes BB(high)

Phelps Dodge

   Issuer Rating BB
   Senior Unsecured Notes BB(low)

DBRS is assigning to Freeport's Revolving Credit Facility, Term
Loan A & B and Senior Secured Notes ratings of BB (high) and an
Issuer rating of BB.  The trends are Stable.  DBRS is assigning
to Phelp's Senior Secured Notes a rating of BB (high) and an
Issuer Rating of BB.  The trends are Stable.  The ratings
recognize the combined companies' strengthened business profile.
However, DBRS notes this has been partially offset by the
weakening of the financial profile.  The transaction is expected
to close on Mar. 19, 2007. With these rating actions, Freeport
is removed from Under Review with Developing Implications and
Phelps is removed from Under Review with Negative Implications -
where they were placed on Nov. 20, 2006.

The acquisition strengthens the business profile of New
Freeport as it benefits from additional metal production,
additional operating assets, geographic diversification, scale,
additional reserves and development potential.  Stand-alone
Freeport is currently a one-mine company -- with its mining asset
located in Indonesia.  With the acquisition of Phelps, New
Freeport will operate 11 mines, thus reducing mine operational
risks substantially.  New Freeport will have operating mines in
four countries and a large development project.  Pro forma 2006
revenue by geography was 35% in the United States, 38% in
Indonesia, 22% in Chile and 5% in Peru. With approximately
3.6 billion pounds of copper production in 2006, New Freeport
would be the secondlargest copper producer in the world -- behind
state-owned Corporacion Nacional del Cobre de Chile -- and the
largest publicly traded copper mining company in the world.
Phelp's Tenke Fungurume development project, which is located in
the Democratic Republic of Congo, is believed to be one of the
largest undeveloped, high-grade copper/cobalt projects in the
world today.  The political risk profile of New Freeport is
reduced as mine production from Indonesia will be reduced from
100% for stand-alone Freeport to approximately 40% for New
Freeport.

However, DBRS also notes that the acquisition weakens the
financial profile of New Freeport as its leverage increases
substantially.  Pro forma total debt for New Freeport is
$17.6 billion, as at Dec. 31, 2006.  New Freeport's pro forma
per cent gross debt-to-capital is 63%, up from 22% for stand-alone
Freeport, as at Dec. 31, 2006.  New Freeport's pro forma cash
flow-to-total debt is approximately 0.4x, down from 2.6x for
stand-alone Freeport, for the 12 months ended Dec. 31, 2006.

Freeport is financing the acquisition with a five-year
$1.5 billion revolving credit facility, a five-year $2.5 billion
senior secured Term Loan A, aseven-year $7.5 billion senior
secured Term Loan B, eight-year senior unsecured notes and
ten-year senior unsecured notes.

DBRS notes that New Freeport will become the largest mining
company in North America by market capitalization.  For more
information on Freeport, please see DBRS's press release published
on November 20, 2006 and rating report published on April 26,
2006.


FREMONT GENERAL: Further Delays Filing of 2006 Annual Report
------------------------------------------------------------
Fremont General Corporation disclosed that it will not file its
Annual Report on Form 10-K for the fiscal year ended December 31,
2006 before the extended deadline of March 16, 2007.

As reported in the Troubled Company Reporter on March 7, 2007, the
company said that it was delaying the filing of its Annual Report
but expected it to be filed by March 16, 2007.

The company is working with its independent registered public
accounting firm to complete the audit of the Dec. 31, 2006
financial statements.

In view of the recent increased volatility in the sub-prime
mortgage market and the impact of closing its sub-prime mortgage
origination business, the company and its independent registered
public accounting firm are continuing to evaluate various issues
relating to its financial statements, including the impact of
events subsequent to
Dec. 31, 2006 on the appropriate carrying value of the company's
assets as of Dec. 31, 2006.

Headquartered in Santa Monica, Calif., Fremont General Corporation
(NYSE:FMT) -- http://www.fremontgeneral.com/-- is a financial
services holding company.  Fremont General's financial services
operations are consolidated within Fremont General Credit
Corporation, which is engaged in commercial and residential real
estate lending nationwide through its California-chartered
industrial bank subsidiary, Fremont Investment & Loan.  FIL is
primarily funded through deposit accounts that are insured up to
the maximum legal limit by the Federal Deposit Insurance
Corporation, and to a lesser extent, advances from the Federal
Home Loan Bank.

                           *     *     *

As reported in the Troubled Company Reporter on March 7, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Fremont General Corp. to 'B-' from 'B+' and retained the
rating on CreditWatch with negative implications.

At the same time, Moody's Investors Service downgraded its debt
ratings of Fremont General Corporation (senior to B3 from B2) and
subsidiaries
including its bank subsidiary, Fremont Investment & Loan (bank
financial strength rating to E+ from D-, deposits to B1 from Ba3,
issuer rating to B2 from B1), and Fremont General Financing I
(preferred stock to Caa2 from Caa1).  Moody's also kept the
ratings under review for possible downgrade.

Fitch Ratings downgraded Fremont General Corp.'s ratings as: Long-
Term Issuer Default Rating to 'CCC' from 'B+'; Short-Term Issuer
to 'C' from 'B'; Long-Term senior debt to 'CC' from 'B';
Individual to 'E' from 'D'.

Dominion Bond Rating Service downgraded all the ratings of Fremont
General Corporation and its subsidiaries, including Fremont's
Issuer and Senior Debt rating to B (low) from B (high).  DBRS also
downgraded Fremont Investment & Loan's Deposits & Senior Debt
rating to B (high) from BB (low).  All ratings remain Under Review
with Negative Implications.


FREMONT GENERAL: Credit Suisse Ups Line of Credit to $1 Billion
---------------------------------------------------------------
Fremont General Corporation disclosed that Credit Suisse has
increased its committed line of credit to Fremont Investment &
Loan to $1 billion, and has received various proposals for
additional credit facilities if needed to supplement the company's
current liquidity position of $1.3 billion in cash and short-term
investments. The company said it believes this balance sheet
strength and funding capacity will enable it to execute its
previously announced plan to exit the sub-prime residential loan
origination business in an orderly and disciplined way.

The company continues to operate its profitable commercial real
estate lending and residential loan servicing operations, as well
as its retail banking division, which will continue with its 70-
year history of offering highly competitive rates for Certificates
of Deposit and Savings Accounts across its network of California
branch offices.  Customer deposits remain fully insured by the
FDIC up to at least $100,000, and retirement accounts remain
insured separately up to an additional $250,000.

Headquartered in Santa Monica, Calif., Fremont General Corporation
(NYSE:FMT) -- http://www.fremontgeneral.com/-- is a financial
services holding company.  Fremont General's financial services
operations are consolidated within Fremont General Credit
Corporation, which is engaged in commercial and residential real
estate lending nationwide through its California-chartered
industrial bank subsidiary, Fremont Investment & Loan.  FIL is
primarily funded through deposit accounts that are insured up to
the maximum legal limit by the Federal Deposit Insurance
Corporation, and to a lesser extent, advances from the Federal
Home Loan Bank.

                           *     *     *

As reported in the Troubled Company Reporter on March 7, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Fremont General Corp. to 'B-' from 'B+' and retained the
rating on CreditWatch with negative implications.

At the same time, Moody's Investors Service downgraded its debt
ratings of Fremont General Corporation (senior to B3 from B2) and
subsidiaries
including its bank subsidiary, Fremont Investment & Loan (bank
financial strength rating to E+ from D-, deposits to B1 from Ba3,
issuer rating to B2 from B1), and Fremont General Financing I
(preferred stock to Caa2 from Caa1).  Moody's also kept the
ratings under review for possible downgrade.

Fitch Ratings downgraded Fremont General Corp.'s ratings as: Long-
Term Issuer Default Rating to 'CCC' from 'B+'; Short-Term Issuer
to 'C' from 'B'; Long-Term senior debt to 'CC' from 'B';
Individual to 'E' from 'D'.

Dominion Bond Rating Service downgraded all the ratings of Fremont
General Corporation and its subsidiaries, including Fremont's
Issuer and Senior Debt rating to B (low) from B (high).  DBRS also
downgraded Fremont Investment & Loan's Deposits & Senior Debt
rating to B (high) from BB (low).  All ratings remain Under Review
with Negative Implications.


GEO GROUP: S&P Holds BB- Corporate Credit Rating
------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Boca Raton, Florida-based The GEO Group Inc.

Also, S&P affirmed its 'BB' bank loan rating and '1' recovery
rating on GEO's senior secured debt, placed its 'B' ratings on the
company's senior unsecured and preliminary senior unsecured shelf
debt on CreditWatch with positive implications, and revised its
outlook on GEO to stable from negative.

"The outlook revision reflects our expectation that credit
protection measures will strengthen following the company's
announcement that it plans to offer 4.75 million shares of its
common stock in an underwritten public offering, and apply
approximately $200 million of the expected proceeds from
the issuance towards debt reduction," said Standard & Poor's
credit analyst Mark Salierno.  The CreditWatch placement for GEO's
senior unsecured debt rating reflects Standard & Poor's
expectation that the senior unsecured lenders' position would
improve if the company applied proceeds of the offering to repay
its senior secured debt which are considered priority obligations.

GEO provides a range of prison and correctional services to U.S.
federal, state, local, and overseas government agencies.  The
ratings on GEO reflect the company's narrow business focus,
customer concentration, and leveraged financial profile.  These
factors are somewhat mitigated by the company's strong market
position in the highly regulated U.S. private correctional
facility management industry, as well as favorable demographic
trends.


GIANT INDUSTRIES: Earns $82.8 Million in Year Ended December 31
---------------------------------------------------------------
Giant Industries Inc. reported net earnings of $82.8 million on
net revenues of $4.198 billion for the year ended Dec. 31, 2006,
compared with net earnings of $103.9 million on net revenues of
$3.581 billion for the year ended Dec. 31, 2005.  For the fourth
quarter of 2006, net earnings were $1.8 million on net revenues of
$999.3 million compared with net earnings of $26.6 million on net
revenues of $920.9 million for the fourth quarter of 2005.

Fred Holliger, Giant's Chief Executive Officer, commented, "While
2006 net earnings were by far the second best year in our
company's history, results were hampered by operating problems in
our refining operations.  Our fourth quarter 2006 earnings were
negatively impacted by outages at our Ciniza refinery and our
Yorktown refinery that significantly impacted our operating
results.  All units at our Ciniza refinery are now back operating
with the exception of a portion of the diesel hydrotreater.  We
currently believe that the unit will resume full operations in
early April.  All units at our Yorktown refinery are now back in
operation."

"On a positive note, both our retail and wholesale business units
continued good growth trends.  Our retail operations achieved
growth in excess of 4% in merchandise sales and fuel volumes on a
comparable store basis in 2006 compared to the prior year.  On top
of this growth, merchandise sales increased by approximately 6%
and fuel volumes increased in excess of 11% as a result of the two
retail acquisitions that we completed in the last 18 months.

This sales growth combined with stable fuel and merchandise
margins resulted in an approximate $3.4 million improvement in
operating income over the prior year level.  Within our wholesale
operations, we continued to experience growth in wholesale and
cardlock fuel volumes, as well as lubricant sales.  Our operating
income was, however, lower by approximately $2.4 million compared
to the prior year level as a result of lower fuel and lubricant
margins.  It is also worth noting, that we recently completed
another acquisition of a privately-owned wholesale distribution
company that should provide additional growth opportunities for
our wholesale group in 2007."

Holliger provided the following update on the company's proposed
merger with Western Refining Company: "We are pleased to announce
that we have received the affirmative vote of more than a majority
of our outstanding shares approving our merger with Western
Refining Company.  We believe the merger is an outstanding
opportunity for our shareholders and are heartened by the
overwhelming positive vote.  In addition, we continue to believe
that the merger will enhance opportunities for our employees as a
result of being a part of a larger organization.  We also believe
that our customers and suppliers will be well served and benefit
from the combined companies' greater economies of scale and the
resources needed for sustained success in our industry.

"Now that we received the approval of our shareholders, the only
remaining hurdle to completing the merger is the Federal Trade
Commission merger review process.  On February 20, we and Western
entered into an agreement with the FTC to provide them additional
information that they have requested.  We currently believe that
these requests will be satisfied by the middle of March.  We and
Western also agreed with the FTC that we would not attempt to
close the merger for thirty days following the providing of this
information, which can be no earlier than April 13, 2007."

At Dec. 31, 2006, the company's balance sheet showed
$1.176 billion in total assets, $691.8 million in total
liabilities, and $484.4 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?1b71

                       About Giant Industries

Headquartered in Scottsdale, Arizona, Giant Industries Inc.
(NYSE: GI) -- http://www.giant.com/-- refines and markets
petroleum products.  Giant owns and operates one Virginia and two
New Mexico crude oil refineries, a crude oil gathering pipeline
system based in Farmington, New Mexico, which services the New
Mexico refineries, finished products distribution terminals in
Albuquerque, New Mexico and Flagstaff, Arizona, a fleet of crude
oil and finished product truck transports, and a chain of retail
service station/convenience stores in New Mexico, Colorado, and
Arizona.  Giant is also the parent company of Phoenix Fuel Co.
Inc., Dial Oil Co. and Empire Oil Co., all of which are wholesale
petroleum products distributors.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2006,
Moody's Investors Service affirmed its B1 Corporate Family Rating
for Giant Industries Inc. and revised its ratings on the company's
11% Senior Subordinated Guaranteed Global Notes due 2012, and 8%
Senior Subordinated Guaranteed Notes due 2014 to B2 from B3.  The
debentures were assigned an LGD4 rating suggesting noteholders
will experience a 60% loss in the event of default.


GLOBAL FRANCHISE: Fitch Cuts Rating on Class A-X and A-2 Notes
--------------------------------------------------------------
Fitch takes these rating actions on Global Franchise Trust 1998-1:

    -- Classes A-X and A-2 downgraded to 'BB+' from 'BBB';
    -- Class A-3 affirmed at 'BB';
    -- Class B remains at 'CCC/DR3';
    -- Classes C, D, and E remain at 'C/DR6'.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to be consistent with Fitch's previous review.  Downgrades
to the Class A-X and A-2 Notes are reflective of continued
interest shortfalls to those respective classes.  While Fitch
believes the Class A Notes will eventually receive full principal,
it does not appear the interest shortfalls will be cured in the
near term.


GMAC LLC: Weak Fourth Quarter Earnings Cue S&P to Hold Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+/B-1' ratings
on GMAC LLC.  The outlook remains developing.

At the same time, S&P affirmed its ratings on GMAC's 100%-owned
subsidiary, Residential Capital LLC (ResCap; BBB/A-3).  ResCap's
outlook remains negative.

"The affirmation of our ratings follows the announcement of
extremely weak fourth-quarter earnings, excluding the effects of
nonrecurring items," said Standard & Poor's credit analyst Scott
Sprinzen.  GMAC's disappointing results reflect a precipitous
decline in ResCap's financial performance, owing to its exposure
to the deteriorating subprime mortgage sector.  However, while
S&P expects ResCap's earnings to remain depressed during the next
several quarters, S&P believes ResCap will be well-positioned to
resume solid earnings growth thereafter, as industry conditions
improve, and given management's initiatives to address current
challenges.

Also, under the terms of the agreement by which General Motors
Corp. (GM; B/Negative/B-3) sold a 51% ownership stake in GMAC to a
consortium headed by Cerberus Capital Management L.P. in a
transaction that closed Nov. 30, 2006, GM will make a $1 billion
cash payment to GMAC, helping to shore up GMAC's capital and
liquidity.

S&P's ratings reflect the significant risks facing the company
because of its close business ties to GM.  The ratings also
reflect the benefits afforded by the diversity of GMAC's mortgage
and insurance businesses, its generally high asset quality, and
its significant long-range profit potential.

The developing outlook reflects the potential that the ratings
could be either raised or lowered during the next two years.  If
GMAC's earnings were to rebound dramatically during this period,
the outlook could be revised to positive -- and the rating raised.
Improvement in GM's prospects would also enhance GMAC's upgrade
potential.  However, we would still need to consider uncertainty
regarding GMAC's ownership structure beyond the next five years.

On the other hand, the ratings on GMAC could still be jeopardized,
given deterioration at GM that threatens to impinge on GMAC's
financial performance and funding flexibility.  While S&P believes
GMAC could survive a bankruptcy filing by GM, the ratings on GMAC
would likely be lowered -- possibly by several notches if this
were to occur -- given the uncertainties such a development
would entail for GMAC.


GREAT ATLANTIC: Sells 6.35 Million Shares of Metro Stake
--------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., disclosed last
week that in connection with its recently-announced agreement to
acquire Pathmark Stores, Inc., it has sold 6,350,000 shares of its
holdings in Metro, Inc. of Montreal, Canada, for proceeds of
approximately $203.5 million.  The company continues to hold
approximately 11.7 million Metro shares.

As reported in the Troubled Company Reporter on March 8, 2007, the
company said that its wholly owned subsidiary, Sand Merger Corp.,
entered into an Agreement and Plan of Merger with Pathmark Stores,
Inc., dated Mar. 4, 2007, pursuant to which the Great Atlantic,
through Sand Merger, would acquire all of the shares of Pathmark
for approximately $1.3 billion in cash, stock and debt assumption
or retirement.

Founded in 1859, The Great Atlantic & Pacific Tea Company, Inc.
(NYSE: GAP) -- http://www.aptea.com/-- operates supermarket
chains with 410 stores in 9 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, The Food
Emporium, Super Foodmart, Super Fresh, Farmer Jack, Sav-A-Center
and Food Basics.


GREAT ATLANTIC: S&P Says Sale of Metro Shares Won't Affect Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the March 13, 2007,
announcement by The Great Atlantic & Pacific Tea Co. Inc.
(B-/Watch Neg/B-3) that it had sold some of its holdings in Metro
Inc. would not affect the CreditWatch negative listing for the
company or for Pathmark Stores Inc. (B-/Watch Neg/--).  A&P
said that it sold 6.35 million shares of Metro stock for about
$203.5 million.

"We expect that A&P will use proceeds to finance a portion of its
acquisition of Pathmark," said Standard & Poor's credit analyst
Stella Kapur.  "We view this as positive, and it may help to
reduce the possibility of a downgrade."

Standard & Poor's hopes to resolve the CreditWatch listing over
the next month, following a meeting with management to gain more
clarity with respect to the company's pro forma capital structure,
strategy, financial policy, and timing of and ability to recognize
projected synergies.


GREEN GARDENS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Green Gardens Nursery and Landscape, Inc.
        850 Flying Cloud Drive
        Chaska, MN 55318

Bankruptcy Case No.: 07-40822

Type of Business: The Debtor is engaged in landscape maintenance
                  contracts and nursery production.

Chapter 11 Petition Date: March 14, 2007

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Jamie R. Pierce, Esq.
                  Mansfield Tanick & Cohen
                  220 South Sixth Street, Suite 1700
                  Minneapolis, MN 55402
                  Tel: (612) 339-4295
                  Fax: (612) 339-3161

Total Assets:   $815,720

Total Debts:  $1,225,184

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                   $101,000
P.O. Box 80110
Cincinnati, OH 45280-0010

Schlosser Lumber                            $80,273
[no address provided]

Wang Excavating                             $52,691
[no address provided]

Minnesota Department of Revenue             $50,000
600 North Robert Street
St. Paul, MN 55146-6553

Green Value Nursery                         $40,203
8301 20th Avenue North
Lino Lakes, MN 55038-8802

J&R Johnson Supply, Inc.                    $34,273

Big Stone Transportation & Landscaping      $23,157

Briggs & Morgan                             $22,094

Read Perenials, Inc.                        $20,616

Timothy Roseth                              $18,444

Wheeler Lumber, Inc.                        $18,337

Great Western                               $17,321

Roseth Studio Furniture                     $16,822

Blue Valley Sod, Inc.                       $15,895

Great Northern Nursery                      $15,732

Redmon Law                                  $15,546

Simon Electric                              $15,500

MN Department of Unemployment               $15,000

A+ Irrigation                               $14,369

Bourdeaux Enterprises, Inc.                 $14,088


GULF TANKS: Moody's Rates $90 Million Second Lien Term Loan at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 first time rating to Gulf
Tanks Acquisition Inc.'s $90 million second lien term loan and a
B2 corporate family rating.  The ratings reflect the overall
probability of default of the company, to which Moody's assigns a
PDR of B2, and a loss given default of LGD 4 (59%) for the second
lien term loan.  The rating outlook is stable.

The purpose of the second lien term loan is to fund the
acquisition of Gulf, a division of NES Rentals' Holdings, Inc. by
Odyssey Investment Partners for an aggregate purchase price of
$207 million including fees and expenses.

The acquisition is also funded by $27 million in draw downs under
the company's $60 million first lien asset backed revolving credit
facility, $30 million of subordinated notes and $60 million of
equity from Odyssey.

Moody's said that Gulf's B2 corporate family rating reflects its
strong operating performance in renting containment tanks and
boxes to principally the refinery, chemical and oil and gas end
markets.  Strong industry dynamics and increased enforcement of
environmental regulations have led to higher equipment utilization
rates resulting in robust EBITDA margins and returns.  On a pro
forma basis for 2007, Gulf's EBITDA margins could exceed 60% and
EBITA/avg. assets may approach 20%.  However, the rating is
constrained by Gulf's small size and significant debt levels. As a
result of the leveraged buyout, Gulf's balance sheet debt is
projected to be about $157 million.  Key credit metrics on a pro
forma basis for 2007 could approximate: EBIT to interest expense
of 1.8x; EBITDA to interest expense of 2.4x; and, debt to EBITDA
of 4.4x (as adjusted per Moody's FM Methodology).  The company's
small size, coupled with the higher leverage makes it vulnerable
to potentially adverse operating and financial risks.  Finally,
the priority of claim of the second priority notes will remain
junior to that of the large, first priority facility.

The stable outlook reflects Moody's belief that Gulf's debt
protection measures should improve over the intermediate term and
better position the company within the B2 rating.  Also, Moody's
believes that Gulf is committed to maintain sufficient liquidity.

The B3 rating of its $90 million second lien loan reflects an LGD
4 (59%) loss given default assessment as this loan is secured by a
second lien pledge on substantially all of the company's assets
and benefits from a modest amount of junior debt ($30 million or
20% of total debt commitments) behind these facilities in
priority.

Gulf Tanks, headquartered outside Houston, Texas, is the third
largest provider of temporary liquid and solid storage containers
in the U.S. Gulf operates 13 locations covering the Gulf region
and has a fleet of approximately 6,200 units.


GULMARK OFFSHORE: Earns $30.6 Million in Quarter Ended December 31
------------------------------------------------------------------
GulfMark Offshore Inc. reported net income of $30.6 million on
revenue of $69 million for the fourth quarter ended Dec. 31, 2006.
This compares to net income of $8.2 million on revenue of
$51.6 million for the fourth quarter of 2005.  The current quarter
includes a $3.6 million gain on the sale of the Sentinel.

For the year ended Dec. 31, 2006, net income was $89.7 million on
revenue of $250.9 million.  For the year ended Dec. 31, 2005, net
income was $38.4 million on revenue of $204 million.  Operating
income for the year ended Dec. 31, 2006, was $107.3 million
compared to $59.7 million for the year ended Dec. 31, 2005.  The
2006 results include $10.2 million in gains on the sale of two of
the older vessels in the fleet, the Highland Patriot and the
Sentinel.

Operating income for the fourth quarter ended Dec. 31, 2006, was
$34 million, compared to $13.1 million for the same period in
2005.  The increase in operating income for the quarter was mainly
driven by the 34% increase in revenue from $51.6 million in 2005
to $69 million in 2006.  The increase in revenue resulted mainly
from higher day rates, and the addition of the new vessels, the
Sea Intrepid for the full year, and the Sea Guardian and Sea
Sovereign for a portion of the year, partially offset by the lost
revenue from the vessels sold.

Bruce Streeter, president and chief executive officer of the
ompany commented: "The year 2006 exceeded our expectations from
the outset and continued throughout the year.  Our results for the
fourth quarter were bolstered by demand and day rates which
carried over from the strong summer and fall periods in the North
Sea and steady demand in our other markets.  The addition of the
two new vessels in Southeast Asia continues to add to our
capabilities to meet the growing demands of our customers in that
region.  We have set a number of records from both an earnings and
operating perspective which will serve as a foundation for the
years to come.  As a result, our balance sheet is the strongest in
our history and will allow us to take advantage of growth
opportunities as and when they occur."

At Dec. 31, 2006, the company's balance sheet showed
$750.8 million in total assets, $209.4 million in total
liabilities, and $541.4 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?1b76

At Dec. 31, 2006 the company had working capital of
$104.9 million, including $82.8 million in cash.  The company
repaid all of the $83.2 million due under the revolving credit
facility during the fourth quarter and at Dec. 31, 2006, had only
$159.5 million of 7.75% senior notes outstanding as long-term
debt.

                      About GulfMark Offshore

Headquartered in Houston, Texas, Gulfmark Offshore Inc.
(NasdaqGS: GMRK)-- http://www.gulfmark.com/-- provides marine
transportation services to the energy industry through a fleet of
fifty-nine (59) offshore support vessels, primarily in the North
Sea, offshore Southeast Asia, and the Americas.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Gulfmark Offshore Inc. to 'B+' from 'BB- and the
company's senior unsecured rating to 'B' from 'B+'.  Outlook was
revised to stable from negative.


GUS PETTAS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gus D. Pettas
        Wendy L. Pettas
        6819 Kingston Road
        Tinley Park, IL 60477

Bankruptcy Case No.: 07-04511

Chapter 11 Petition Date: March 14, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtors' Counsel: Timothy C. Culbertson, Esq.
                  Morgan & Bley, Ltd.
                  900 West Jackson Boulevard, Suite 4 East
                  Chicago, IL 60607
                  Tel: (847) 913-5945
                  Fax: 847 639-0336

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
IRS                           Potential personal        $142,337
Centralized Insolvency        claim for business
Operations                    withholding 941
P.O. Box 21126                taxes
Philadelphia, PA 19114

1st Advance                   Personal guaranty          $75,000
6100 Fairview Road            of business debt
Suite 300
Charlotte, NC 28210

IDES                          Potential personal         $16,000
Bankruptcy Unit               claim for business
33 South State Street         related State
Chicago, IL 60603             unemployment
                              contributions

Nick Visvardis                Personal loan              $15,000
7 Walnut Drive
Palos Park, IL 60464

Illinois Dept. Revenue        Potential personal         $10,630
                              claim for business
                              withholding taxes

IRS                           2003 Personal Taxes         $5,098

IRS                           2005 Personal Taxes         $4,195

IRS                           2002 Personal Taxes         $3,905

Palos Community Hospital      Medical Expense             $1,822

Illinois Dept. Revenue        2004 Personal Taxes         $1,782

Capital One Bank              Credit Card Debt            $1,692

Illinois Dept. Revenue        2005 Personal Taxes         $1,543

Sears                         Credit Card Debt            $1,160

Swedish Covenant Hospital     Medical Expense             $1,032

Illinois Dept. Revenue        2003 Personal Taxes           $985

Illinois Dept. Revenue        2002 Personal Taxes           $715

Capital One Bank              Credit Card Debt              $572

IRS                           2004 Personal Taxes           $516

Palos Community Hospital      Medical Expense               $348

First Premier Bank            Credit Card Debt              $299


HANGER ORTHOPEDIC: Amends $305 Million Senior Credit Facilities
---------------------------------------------------------------
Hanger Orthopedic Group, Inc. amended its existing $305 million
Senior Secured Credit Facilities to lower the applicable interest
rates and modify certain other covenants.  Amended interest rates
on the Term Loan B are LIBOR plus 2.25%.  The interest rate on the
outstanding revolving credit facility remains the same.  The
amendment also provides the company with additional flexibility
with regard to certain other covenants.

The company also completed the repricing of its existing
$230 million Term Loan B.

On Feb. 26, 2006, the company disclosed that it was seeking
certain amendments to its existing Senior Secured Credit
Facilities that include reducing the margin over LIBOR that the
company pays as interest under the existing Term Loan B.  The
outstanding balance on the Term Loan B is approximately
$228.9 million.

"We are pleased to have completed this amendment that will not
only result in annual interest savings, but also provide us with a
solid framework for future growth," George McHenry, Hanger's Chief
Financial Officer, said.

Headquartered in Bethesda, Maryland, Hanger Orthopedic Group, Inc.
(NYSE: HGR) -- http://www.hanger.com/-- provides orthotic and
prosthetic patient care services.  The company owns and operates
621 patient care centers in 46 states in the U.S. including the
District of Columbia.

The company's 10-1/4% Senior Notes due 2014 carry Moody's
Investors Service's Caa2 rating and Standard & Poor's CCC+ rating.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
in connection with Moody's Investors Service's confirmed its B3
Corporate Family Rating for Hanger Orthopedic Group, Inc.


HARRY & DAVID: Good Sales Cue Moody's to Revise Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Harry &
David Holdings, Inc. to stable from negative, and affirmed the
corporate family rating at B2.

The outlook change was prompted by the substantial rebound in
sales and cash flow in the December 2006 quarter compared to the
same quarter of 2005, and Moody's belief that the improvements
will continue.  Moody's focuses on performance in the December
quarter because in calendar 2006 this quarter generated about 62%
of sales and 190% of operating income, which is a typical pattern.

Ratings affirmed are as follows:

    * $ 70 million floating rate senior notes (2012) at B3
      (LGD 4, 68%),

    * $175 million 9% senior notes (2013) at B3 (LGD 4, 68%),

    * Probability of Default rating of B2,

    * Corporate family rating at B2.

Moody's does not rate the $125 million secured revolving credit
facility.

Harry & David's corporate family rating of B2 reflects the balance
of key quantitative and qualitative credit attributes.  In
particular, driving down the rating with low non-investment grade
attributes are the highly seasonal nature of sales and cash flow,
the complete reliance on the revolving credit facility for a few
weeks each year, and the exposure to shipping costs set by parcel
delivery services.  The often discretionary product offering, weak
results from the Jackson & Perkins' horticultural segment, and the
wide variety of competitors for premium foods and horticultural
products also constrain the ratings.  Partially offsetting these
risks are the potential value of the company's agricultural land
holdings, the history of repeat annual purchases from a loyal
customer base, and the potential revenue diversity from sales
across the U.S. and through several channels.  The variance
between the company's B2 rating and the B1 indicated by the Global
Rating Methodology for the Retail Industry reflects the very
significant weight placed on the seasonality of cash flow and
liquidity, its limited ability to control shipping costs, and the
fact that not all aspects of the methodology are entirely relevant
for a retailer with a large proportion of consumer direct sales.

Harry & David Holdings, Inc, with headquarters in Medford, Oregon,
produces and markets (1) premium fresh fruit and gourmet foods
under the Harry and David brand and (2) premium rose plant and
horticultural products under the Jackson & Perkins brand.  The
company distributes its products through print catalogues, over
the internet, through retail stores, and via the wholesale
channel.  Revenue for the twelve months ending December 2006 was
about $633 million.


HEARTWAY CORP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Heartway Corporation
        10455 North Central Expressway, Suite 109
        P.O. Box 324
        Dallas, TX 75231

Bankruptcy Case No.: 07-31321

Chapter 11 Petition Date: March 17, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Howard Marc Spector, Esq.
                  Howard Marc Spector, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380

Estimated Assets: Less than $10,000

Estimated Debts: $1 Million to $100 Million

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


HI-TOPS: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Hi-Tops Pittsburgh USA, L.P.
        200 Federal Street
        Pittsburgh, PA 15212

Bankruptcy Case No.: 07-21632

Type of Business: The Debtor operates a sports-themed bar and
                  restaurant.  See http://www.hi-topsusa.com/

Chapter 11 Petition Date: March 15, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Steven T. Shreve, Esq.
                  546 California Avenue
                  Avalon, PA 15202
                  Tel: (412) 761-6110
                  Fax: (412) 761-9236

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


IMPAC MORTGAGE: Fitch Junks Rating on 2000-3 Class M-3 Certs.
-------------------------------------------------------------
Fitch Ratings has taken rating actions on these Impac Mortgage
pass-through certificates issues:

Impac SAC Mtge Series 1998-F1

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA'.

Impac SAC Mtge Series 2000-3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'BBB+';
    -- Class M-3 downgraded to 'C/DR4' from 'CC/DR4'.

Impac SAC Mtge Series 2001-8

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 upgraded to 'A+' from 'A'.

The affirmations, affecting over $36.88 million of certificates,
indicate stable collateral performance and moderate growth in
credit enhancement.  The upgrade reflects an improvement in the
relationship of CE to future loss expectations and affects
approximately $1.2 million of outstanding certificates.  The
negative rating action on series 2000-3 reflects the deterioration
of CE relative to consistent monthly losses.

The pools are seasoned from a range of 61 to 104 months.  The pool
factors (current principal balance as a percentage of original)
range from approximately 3% to 13% outstanding.  The percentage of
loans over 90 days delinquent ranges from 3.69% to 18.93%.  The
cumulative loss as a percentage of the initial pool balance ranges
from 0.24% to 0.61%).  The pools consist primarily of fixed-rate
first-lien and adjustable-rate mortgages

The loans are currently master serviced, by Impac Funding
Corporation, which does not have a servicer rating by Fitch.


INDUS ECLIPSE: DBRS Rates GBP9.9 Million Class E Certs. at BB
-------------------------------------------------------------
Dominion Bond Rating Service assigned provisional ratings to
these classes of Commercial Mortgage Backed Floating Rate Notes
issued by INDUS (ECLIPSE 2007-1) plc, its first rating on a
European CMBS transaction:

   * GBP729,000,000 Class A at AAA
   * GBP100,000 Class X at AAA
   * GBP48,000,000 Class B at AA
   * GBP54,000,000 Class C at "A"
   * GBP53,500,000 Class D at BBB
   * GBP9,930,000 Class E at BB (subject to available funds cap)

INDUS (ECLIPSE 2007-1) plc is the first transaction in 2007 to
be issued in the Eclipse program.  The collateral consists of
19 commercial mortgage loans secured by 366 residential and
commercial properties located in England and Scotland.  Of
these loans, 17 are secured by commercial real estate and two
by residential real estate.

The portfolio exhibits strong diversification across more than
3,035 tenants and a range of property sectors.  There is a 52.2%
pool concentration in the top three loans.  This is offset by good
underlying real estate, strong tenant covenants, long unexpired
lease terms and sound financial covenants.


INNUITY INC: Hansen Barnett Raises Going Concern Doubt
------------------------------------------------------
Hansen, Barnett & Maxwell, P.C., expressed substantial doubt on
Innuity, Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and Dec. 31, 2005.  The auditing firm pointed to
the company's accumulated deficit, losses from operations,
negative cash flows from operating activities, negative working
capital and capital deficiency.

For the year ended Dec. 31, 2006, the company reported a net loss
of $8.47 million on total revenues of $21.68 million versus a net
loss of $9.36 million on total revenues of $12.46 million for the
year ended Dec. 31, 2005.  Revenues in 2006 consisted of $8.76
million product sales and $12.92 million in service revenues,
compared with
$3.84 million product sales and $8.61 million service revenues in
2005.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $7.34 million and total liabilities of $10.92 million,
resulting to $2.57 million in total stockholders' deficit.

The company's balance sheet also showed strained liquidity with
total current assets of $2.93 million available to pay $10.22
million in total current liabilities as of Dec. 31, 2006.  The
company's Dec. 31, 2006, balance sheet further showed accumulated
deficit of
$36.48 million, up from $28 million in 2005.

As of Dec. 31, 2006, cash and cash equivalents held by the company
totaled $307.48 million, from $696.99 million in 2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b80

                        About Innuity, Inc.

Innuity, Inc. (OTCBB:INNU) -- http://innuity.com/-- designs,
acquires, and integrates applications to deliver software for
small business.  Its Internet technology is based on an
affordable, on-demand model that allows small businesses to
interact simply with customers, business partners, and vendors and
to manage their businesses efficiently.  Using the company's on-
demand applications, small businesses can grow their revenues,
reach and serve customers, and run everyday operations.


INTERSTATE BAKERIES: Seeks Court Nod to Sell Two Properties
-----------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates asks the
United States Bankruptcy Court for the Western District of
Missouri for permission to sell two properties, including their
buildings, fixtures and equipment, to proposed purchasers or to
otherwise better bidders:

     (1) approximately .39 acres of land with a 4,033-square foot
         building located at 1236 Arden Way, in Sacramento,
         California, to Steve Caretto, a resident in
         California; and

     (2) approximately 7.58 acres of land with a 154,432-square
         foot building located at 8500 Durango Street SW, in
         Lakewood, Washington, to Canada Bread USA Inc., a
         Delaware corporation.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that the Debtors no longer utilize
the Properties in their operations.

After evaluating the terms and benefits of the Proposed
Purchasers' proposals, the Debtors entered into separate asset
purchase agreements with the Proposed Purchasers as stalking
horse bidders.

The salient terms of the Sale Agreements include:

     (a) Purchase Price of $570,000 for the California Property,
         and $10,000,000 for the Washington Property;

     (b) Amounts equal to 10% of the Purchase Prices were
         deposited and held by the escrow agent until all
         conditions to closing are satisfied;

     (c) The Agreements are subject to:

         * higher or otherwise better offers; and
         * Court approval; and

     (d) The Debtors will deliver good and marketable fee simple
         title to the Land and Improvements, free and clear of
         liens.

The California Property has a restrictive covenant that prohibits
Mr. Caretto or any other party to use the property as a
commercial bakery for 60 months after closing the sale.

The Washington Property's sale agreement is subject to further
terms as set forth in a confidential supplemental agreement,
dated Jan. 26, 2007, between the Debtors and Canada Bread,
which includes the terms and conditions governing a contingent
payment to the Debtors and a restrictive covenant.  The Debtors
will provide copies of the Supplemental Agreement to the Court
and other parties-in-interest.

The Properties are being sold AS-IS, WHERE-IS, with no
representations or warranties, reasonable wear and tear, casualty
and condemnation excepted.

                        Bidding Procedures

Mr. Ivester further notes that the Debtors have established
bidding procedures for the sale of the Properties.

The minimum bid for the California Property is $600,000, while
the minimum bid for the Washington Property is $10,250,000.

The Debtors have agreed to provide:

   Proposed                              Documented Expense
   Purchaser         Bid Protections     Reimbursement
   ---------         ----------------    ------------------
   Mr. Caretto           $11,400              $1,000
   Canada Bread         $200,000             $50,000

For the California Property, Mr. Ivester discloses that the
Debtors agree to pay to the Sacramento County tax collector the
outstanding real property taxes for 2004 - 2005 amounting to
$6,780 plus interests.

The Sale Hearing for both Properties is scheduled for March 14,
2007.

                            Responses

A. Sacramento Tax Collector

The Sacramento County Tax Collector, in California, asserts that
the Debtors owed the county $78,709 plus interests in 2004 - 2005
property taxes.  The Tax Collector contends that it did not
receive request or notice seeking to challenge or reduce the
Sacramento claim.

B. Pierce County Assessor

Mark von Wahlde, Esq., the deputy prosecuting attorney of Pierce
county, relates that the 2007 taxes for the Washington Property
aggregates $96,722, while the 2008 taxes are not yet a "lien"
because the Property has not been listed and valued.  However,
pursuant to Section 84.56.90 of the Revised Code of Washington,
the Pierce County Assessor has estimated the 2008 taxes at
$71,311.  According to Mr. von Wahlde, both amounts have not been
paid.

Mr. von Wahlde asserts, among other things, that under Washington
law, taxes owed become an automatic lien upon the proceeds of
auction and must be remitted to the county treasurer before
distribution.  He adds that the Debtors have not demonstrated
that the Property's selling price is greater than the aggregate
value of all liens on the Property.

Accordingly, the Pierce County Assessor asks the Court to (i)
deny the Debtors' request to sell the Property, (ii) direct the
Debtors to satisfy the 2007 and 2008 tax liens aggregating
$168,033 from the sale proceeds, or (iii) give additional
protection for the 2008 personal property tax interest.

                        Debtors Talk Back

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that in response to the Pierce
County Assessor's objection, the Debtors offered to:

    -- pay the first half of 2007 taxes amounting to $48,361;

    -- withhold a portion of the sale proceeds equal to $48,361,
       for the second half of 2007 taxes due on October 31, 2007,
       which will be jointly established into an escrow account by
       the Debtors and Canada Bread USA Inc.; and

    -- include an express statement in the proposed order that
       Pierce county's interest in 2008 taxes that exists at the
       time of sale, is unaffected by the sale.

The Pierce County Assessor, however, rejected the Debtors' offer,
stating that it prefers to use the mechanism of Section 84.56.090
of the Revised Code of Washington to lock in a valuation that
Canada Bread cannot challenge.

Accordingly, the Debtors ask the Court to dismiss the Objection
because Pierce county is seeking to use its power to tax the
Debtors and Canada Bread at a valuation that is almost twice as
the market value.

The Objection is misguided and is without merit, Mr. Ivester
tells Judge Venters.

                  Sacramento Withdraws Objection

The Sacramento Tax Collector received assurances from the
Debtors' counsel that the proposed sale relates only to the
property at 1236 Arden Way, and not the one at 1324.
Accordingly, the Tax Collector withdraws its objection and
authorizes the Debtors to pay taxes amounting to $6,780 plus
interests.

                   About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.  The Debtors' exclusive period to file a
chapter 11 plan expires on June 2, 2007.  (Interstate Bakeries
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


INVERNESS MEDICAL: Earns $6 Million in Quarter Ended December 31
----------------------------------------------------------------
Inverness Medical Innovations Inc. reported net income of
$6 million on net revenue of $157 million for the fourth quarter
ended Dec. 31, 2006, compared with a net loss of $7.3 million on
net revenue of $121.4 million for the fourth quarter of 2005.

The revenue increase was primarily due to 11.5% currency-adjusted
organic growth and increased sales contributed by the acquisition
of Innovacon during the first quarter of 2006.

The company's results for the fourth quarter of 2006 include
amortization of $5.4 million, a $1.2 million restructuring charge,
a $1.6 million of non-cash stock-based compensation expense and a
$300,000 net loss on the disposition of the Scandinavian Micro
Biodevices ApS (SMB) research operation.  Results for the fourth
quarter of 2005 include amortization of $3.9 million and a
$900,000 restructuring charge to cost of sales and operating
expenses.

Inverness Medical Innovations reported a net loss of $16.8 million
on net revenue of $569.5 million for the year ended Dec. 31, 2006,
compared with a net loss of $19.2 million on net revenue of
$421.9 million for the year ended Dec. 31, 2005.

Net revenue increased in 2006 primarily as a result of the
acquisition of the Innovacon business and businesses acquired
during 2005, most notably Binax and the Determine business
acquired from Abbott Laboratories, higher license and royalty
revenue and, to a lesser extent, organic growth.

Gross profit increased by $76.9 million, or 50%, to $229.2 million
in 2006 from $152.3 million in 2005.  Gross profit during 2006
benefited from higher than average margins earned on revenue from
the company's recently acquired businesses and from favorable
product mix.

Research and development expense increased to $53.7 million in
2006 from $31 million in 2005.  The increase in spending resulted
in part from expenditures of $8.9 million associated with the
acquisitions of Clondiag and the Innovacon business, including a
$5 million charge related to the write-off of in-process research
and development projects that had not achieved technical
feasibility as of the date of the acquisition of Clondiag.

Sales and marketing expense increased by $22.3 million, or 31%, to
$94.4 million in 2006, from $72.1 million in 2005.  The increase
in sales and marketing expense is primarily attributed to
approximately $16 million related to its acquisitions of Binax,
the Determine business, BioStar and IDT during 2005 and its
acquisitions of Clondiag and the Innovacon business during 2006.

General and administrative expense increased by $11.3 million, or
19%, to $71.2 million in 2006, from $60 million in 2005.  Of the
increase in general and administrative expense, approximately
$12.2 million resulted from additional spending related to the
acquisitions of Binax, the Determine business, BioStar and IDT
which were completed during 2005 and to the 2006 acquisitions of
Clondiag and the Innovacon business.

During 2006, the company recorded a net loss on dispositions of
$3.5 million.  Included in this charge is a loss of $4.9 million
associated with management's decision to dispose of its
Scandinavian Micro Biodevices ApS, or SMB, research operation.
The $4.9 million loss is offset by a $1.4 million gain on the sale
of an idle manufacturing facility in Galway, Ireland, as a result
of the 2005 restructuring plan.

Interest expense increased to $26.6 million in 2006 from
$21.8 million in 2005.

Other income decreased to $9.1 million in 2006 from $20.2 million
in 2005.  Other income for 2006 includes a foreign exchange gain
of $4.3 million associated with the closure of the Galway, Ireland
manufacturing operation and $4.7 million in other income related
to the portion of the settlement with Vedalab relating to periods
prior to 2006.

Other income for 2005 includes a $15 million settlement with
Quidel relating to periods prior to 2005.

At Dec. 31, 2006, the company's balance sheet showed
$1.085 billion in total assets, $371.6 million in total
liabilities, and $714.1 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?1b79

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and 'CCC+' subordinated debt rating for Inverness Medical
Innovations Inc. on CreditWatch with positive implications.

As reported in the Troubled Company Reporter on Oct. 13, 2006,
Moody's Investors Service upgraded Inverness Medical Innovations,
Inc.'s corporate family rating to B2 from B3.  Additionally,
Moody's upgraded the company's Probability of Default rating to B2
from B3, the rating on its senior subordinated notes to Caa1 from
Caa2, and revised the rating outlook to stable from negative.


IRON MOUNTAIN: Moody's Rates Proposed $800MM Sr. Facilities at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
$800 million senior secured credit facilities of Iron Mountain
Incorporated.

Concurrently, Moody's affirmed other ratings and changed the
outlook for the ratings to positive.  The positive outlook
recognizes continued strength in operating performance, including
increases in the rate of growth in storage revenues in recent
quarters, and anticipates improved covenant cushions under the
proposed credit facilities.  The positive outlook also
incorporates Moody's expectation that, given the current market
position of the company, the size of future acquisitions is likely
to be smaller on a relative basis than was the case in prior
years.  Moody's expects the company to continue to pursue an
acquisitive strategy.

The proposed Ba2-rated senior secured credit facilities consist of
a $600 million global revolving credit facility due 2012, and a
$200 million senior secured term loan due 2014.  There will be
about $140 million outstanding under the proposed revolver at
close, which leaves about $460 million of availability, net of
about $30 million of letters of credit.  The Ba2 rating reflects
Moody's expectation of loss-given-default greater or equal to 10%
and less than 30% (LGD 2).  The revolver is a multicurrency
facility with borrowers comprising Iron Mountain Incorporated,
Iron Mountain Canada Corporation, Iron Mountain Switzerland GmbH
and, potentially, other subsidiaries.  The credit facilities will
be secured by perfected first priority pledges of the stock of the
direct and indirect U.S. subsidiaries (other than inactive
subsidiaries) and of all non-U.S. subsidiaries of the borrower,
except to the extent any such pledge would result in adverse tax
consequences.  Proceeds from the credit facilities will be used to
repay outstanding balances of the company's existing IMI term
loan, IME revolver and IME term loan.  The proposed facilities
provide for an uncommitted accordion of $300 million (not rated).

The Corporate Family Rating of B2 and instrument ratings continue
to reflect high financial leverage, the significant amount of
goodwill and intangibles to total assets and the relatively low
level of pro forma free cash flow (defined as cash from operations
less capital expenditures less dividends) relative to debt.  The
ratings also reflect a capital intensive business with most
revenues deriving from paper document storage and related services
which require significant customized physical space.  The ratings
are supported by solid interest coverage for the rating category
of about 1.8 times in 2006 and adequate EBIT return on assets of
about 7% in the same period.  The ratings also reflect the
company's prominent position as a global leader in information
storage and data protection, including its strategic expansion in
the digital market in recent years.  The ratings also benefit from
the company's historical revenue stability, geographical
diversification and low customer concentration.

Moody's took these rating actions:

    * Assigned a Ba2 (LGD2, 13%) rated $600 million global
      revolving credit facility due 2012;

    * Assigned a Ba2 (LGD2, 13%) rated $312 million IMI term loan
      facility;

    * withdrew the Ba2 (LGD1, 7%) rated $400 million IMI revolving
      credit facility;

    * withdrew the Ba2 (LGD1, 7%) rated $312 million IMI term loan
      facility;

    * Affirmed the B3 (LGD4, 68%) rating on the C$175 million
      senior subordinated notes due 2019;

    * Affirmed the B3 (LGD4, 68%) rated EUR 225 million 6.75% Euro
      senior subordinated notes due 2018;

    * Affirmed the B3 (LGD4, 68%) rated $72 million 8.25% senior
      subordinated notes due 2010;

    * Affirmed the B3 (LGD4, 68%) rated $200 million 8.75% senior
      subordinated notes due 2018;

    * Affirmed the B3 (LGD4, 68%) rated $448 million 8.625% senior
      subordinated notes due 2013;

    * Affirmed the B3 (LGD4, 68%) rated $293.9 million 7.25% GBP
      senior subordinated notes due 2014;

    * Affirmed the B3 (LGD4, 68%) rated $439 million 7.75% senior
      subordinated notes due 2016;

    * Affirmed the B3 (LGD4, 68%) rated $316 million 6.625% senior
      subordinated notes due 2016;

    * Affirmed the (P)Ba2 (LGD2, 13%) rated secured drawings under
      the existing shelf;

    * Affirmed the (P)B3 (LGD4, 68%) rated subordinated draws
      under the existing shelf;

    * Affirmed the (P)Caa1 (LGD6, 97%) preferred stock draws under
      the existing shelf;

    * Affirmed the (P)B3 (LGD4, 68%) rated Trust preferred stock
      shelf;

    * Affirmed the B2 Corporate Family Rating;

    * Affirmed the B2 Probability of Default Rating.

    * The Speculative Grade Liquidity rating is unchanged at
      SGL-3.

    * The outlook for the ratings was changed to positive from
      stable.

Headquartered in Boston, Massachusetts, Iron Mountain Incorporated
is an international provider of information storage and protection
related services.  The company offers comprehensive records
management and data protection solutions, along with the expertise
to address complex information challenges such as rising storage
costs, litigation, regulatory compliance and disaster recovery.
Founded in 1951, Iron Mountain has more than 90,000 corporate
clients throughout North America, Europe, Latin America, and Asia
Pacific.  Revenue for the twelve months ended December 31, 2006
was approximately $2.4 billion.


J. H. EPPS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J. H. Epps Builders Co., Inc.
        225 Cross Creek Boulevard
        P.O. Box 2267
        Branson, MO 65615

Bankruptcy Case No.: 07-60315

Chapter 11 Petition Date: March 16, 2007

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (4170 886-8563

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
John Epps                     Loans                     $204,159
P.O. Box 2267
Branson, MO 65615

Meeks Building Center         Lawsuit                    $92,475
P.O. Box 2025
Branson, MO 65615

Donald and Debra Wells        Lawsuit                    $65,000
1108 West Poplar
Taylorville, IL 62568

Fraley Masonry Ltd.           Lawsuit                    $58,794

John Fabick Tractor Co        Monies owed                $56,441

Quality Roofing               Lawsuit                    $51,886

Bolivar Insulation Co         Lawsuit                    $49,821

Loyd's Electric Supply        Lawsuit                    $45,362

Hilco                         Monies owed                $45,000

Century Tel                   Monies owed                $41,965

United Water Works            Lawsuit                    $37,732
Springfield

Davis Dodson & Sons Inc.      Monies owed                $35,000

Loyds Signs                   Monies owed                $34,850

Lynn Trump                    Lawsuit                    $31,535

Scurlock Industries           Monies owed                $27,816

Delta Roofing Inc.            Lawsuit                    $27,743

Clayman Plastering Systems    Lawsuit                    $24,200

ESC Inc                       Monies owed                $20,841

McCullough, Officer & Co.     Monies owed                $18,221

United Rentals                Monies owed                $17,468


JG WENTWORTH: S&P Rates $100 Million Second-Lien Loan at B-
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned a rating of 'B' to
J.G. Wentworth LLC's (Wentworth) seven-year $325 million first
lien senior secured term loan and a rating of 'B-' to its 7.5-year
$100 million second lien senior secured term loan.  S&P also
affirmed Wentworth's counterparty credit rating of 'B-'.

"Wentworth's senior secured bank loans are secured by a database
of prospective customers, trademarks, and a pledge of the capital
stock of special-purpose vehicles (SPVs) that were established to
finance the purchase of receivables," said Standard & Poor's
credit analyst Rian M. Pressman, CFA.  Wentworth is using the
proceeds of these loans to refinance its existing $225 million
senior secured term loan.  The net proceeds will be used to pay a
dividend to shareholders.  This is the second consecutive year
that such a payment was made.

Wentworth is the leading purchaser of structured settlements and
fixed payment annuities in the secondary market.  The counterparty
credit rating on Wentworth reflects the monoline nature of its
business, its highly encumbered balance sheet and negative
tangible equity, the transactional nature of its earnings, and its
reliance on the asset-backed securities market for funding.  The
risk is offset to some degree by the strong profit margins that
Wentworth generates.  These high returns reflect Wentworth's
leading position in the secondary market for structured
settlements, as well as its proven marketing expertise.


JOSEPH MORROW: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Joseph J. Morrow, II
        Carol Almeda-Morrow
        3280 Cairncross Road
        Oakland, MI 48363

Bankruptcy Case No.: 07-45093

Chapter 11 Petition Date: March 15, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Robert N. Bassel, Esq.
                  Kemp Klein Law Firm
                  201 West Big Beaver, 6th Floor
                  Troy, MI 48099
                  Tel: (248) 528-1111
                  Fax: (248) 928-0656


Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Homecomings Financial         Deficiency claim          $700,732
Bankruptcy Department
P.O. Box 100585
San Diego, CA 92193-9072

Chase Home Finance            Deficiency claim          $471,000
P.O. Box 24696
Columbus, OH 43224-0696

Great Lakes Educational       Student loan              $133,401
Loan Services
2401 Educational Lane
Madison, WI 53704-3192

Ann Arbor Commerce Bank       Deficiency claim           $90,000

Robert Lilienfeld             Loan                       $63,000

Chase Manhattan               Extension of credit        $36,200

MBNA - Triathlon              Extension of credit        $26,000

Amex Blue                     Extension of credit        $24,378

Amex Bus Cap Line             Extension of credit        $24,300

SVO Vistana                   Extension of credit        $23,475

Sallie Mae                    Educational                $23,106

MBNA America                  Extension of credit        $21,000

Allegro Acceptance            Extension of credit        $20,611

Amex Corp Gold                Extension of credit        $20,400

Citbank Overdraft             Extension of credit        $20,000

Amex Corp Blue                Extension of credit        $19,500

Capital One SBA Loan          Extension of credit        $19,000

MBNA - Investors              Extension of credit        $18,000

US Bank                       Extension of credit        $18,000

Advanta Bank Corp.            Extension of credit        $16,600


KARA HOMES: Court Says Debtor & Affiliates are Single Asset Units
-----------------------------------------------------------------
Kara Homes Inc. received a setback when the U.S. Bankruptcy Court
for the District of New Jersey ruled the company and its 32
affiliates are all "single asset real entities," Bill Rochelle of
Bloomberg News reports.

According to the report, the Hon. Michael B. Kaplan ruled in favor
of Kara's lenders, allowing them to foreclose if Kara does not
begin paying interest or file a chapter 11 plan within 30 days.

Monday last week, Kara and its debtor-affiliates sought Court
authority to file one master disclosure statement and one master
plan to avoid substantial duplication and to spare them from
significant financial expense.

In that motion, the Debtors told the Court that notwithstanding
the filing of one master plan and master disclosure statement, the
treatment of claims will be handled on a case-by-case basis
and there will be separate ballots filed earmarked for filing
in the individual case to which the claim pertains.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc. aka
Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr. D.
N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates filed
separate chapter 11 petitions in the same Bankruptcy Court.  On
Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard represents the Official Committee of
Unsecured Creditors.  Traxi LLC serves as the Debtors' crisis
manager.  The Debtors engaged Perry M. Mandarino as chief
restructuring officer, and Anthony Pacchia as chief financial
officer.  When Kara Homes filed for protection from its creditors,
it listed total assets of $350,179,841 and total debts of
$296,840,591.


KIRKLAND KNIGHTSBRIDGE: Court Okays Amended Disclosure Statement
----------------------------------------------------------------
The Honorable Alan Jaroslovksy of the U.S. Bankruptcy Court for
the Northern District of California approved the Amended
Disclosure Statement explaining Kirkland Knightsbridge LLC and its
debtor-affiliate, Kirkland Cattle Company's Amended Joint Chapter
11 Plan of Reorganization.

Judge Jaroslovksy determined that the Amended Disclosure Statement
contains adequate information -- the right amount of the right
kind for creditors to make informed decisions when the Debtor asks
them to vote to accept the Amended Plan.

                       Overview of the Plan

The Debtors' Plan contemplates closing a new $30 million secured
loan, collateralized by most of the assets of both Kirkland
Knightsbridge Kirkland Cattle.

From these proceeds, the Debtors plan to pay all of their existing
secured debt in full and all of the unsecured debt of Kirkland
Cattle Company with interest.  Kirkland Knightsbridge will pay all
of its unsecured debt, with interest at the federal judgment rate
of approximately 4.3 % per annum, within three years.  To
accommodate these payments, Kirkland Cattle is subordinating its
pre-bankruptcy debt against Kirkland Knightsbridge.  The Debtors
say that if they fail to meet these requirements, their may be
converted to Chapter 7 liquidation proceedings on the motion of a
party in interest.

                     Treatment of Claims

Under the Amended Plan, administrative claims and priority tax
claims will be paid in full.

              Madison Capital's Secured Claims

The Debtors relates that Madison Capital Management, LLC, as loan
manager for Madison Investment Trust-Series 74, holds a
$20 million secured claim bearing "contract rate" interest at 6.5%
per annum, cross collateralized by:

    (1) approximately 1700 acres of land owned by Kirkland Cattle;

    (2) the winery buildings and land owned by Kirkland
        Knightsbridge; and

    (3) certain related personal property.

Under the Plan, the Debtors have three options with respect to the
treatment of Madison's claim:

    * "Set Aside Option"

       -- Madison Capital will be paid the undisputed portion of
          its Claim on or before the Effective Date, and that any
          disputed portion will be held in a blocked, interest
          bearing account known as the Madison Capital "Set
          Aside", pending Court resolution.

    * "Pay Disputed Amount With Reservation of Rights Option"

       -- Madison Capital's entire claim will be paid, but the
          Debtor will be entitled to seek a judgment or order from
          the Court compelling return of the disputed amount.

    * "Modified Note Option"

      -- Madison Capital will not be paid in cash, but will be
          given a new promissory note secured by its existing
          liens.  The principal amount of this Modified Note will
          be all unpaid principal, interest, attorneys fees, and
          collection costs due under the existing obligation.  The
          Modified Note will bear interest at 8.5% per annum,
          amortized over 25 years, but due in full in five years.

The Debtors must elect which of the options they will treat
Madison Capital under the Plan within 13 days of the initial
Confirmation Hearing.

                     Other Secured Claims

The Debtors disclose that these entities hold secured claims
against the estates:

    * General Electric Capital Corporation holds a $30,000 claim
      secured by a lien on certain wine barrels and related
      equipment owned by Kirkland Knightsbridge;

    * Wells Fargo Home Mortgage's $562,000 claim is secured by a
      first deed of trust on a single family dwelling owned by
      Kirkland Cattle located at 936 Augusta Circle in Napa,
      California;

    * Countryside Home Loans holds a $428,000 claim secured by a
      first deed of trust on a single family dwelling owned by
      Kirkland Cattle located at 3223 vonUhlit Ranch Road in Napa,
      California;

    * Chase Auto Finance holds a $2,300 claim secured by an auto
      loan on a 2002 Infiniti I35 executive automobile owned by
      Kirkland Cattle;

    * Citifinancial Auto's $5,600 claim is secured by an auto
      loan on a 2001 BMW 740IL executive automobile owned by
      Kirkland Cattle; and

    * The Mechanics Bank holds a $3,000 claim secured by an auto
      loan on a 2002 Lexus RX 300 executive automobile owned by
      Kirkland Cattle.

Under the Plan, any defaults on these claims will be cured by the
effective date.

                   County of Napa's Claims

The County of Napa holds a number of secured tax claims against
the real property owned by the Debtors for unpaid real property
taxes that includes:

    (1) $3,568 for the real property at 3223 vonUhlit Ranch Road
        in Napa, California;

    (2) $4,009 for the real property at 936 Augusta Circle in
        Napa, California; and

    (3) approximately $850,000 for the ranch and winery property.

The Plan provides that any defaults as to these Claims will be
cured by the effective date.

Kirkland Cattle tells the Court that it does not believe that it
owes and priority wage and benefit claims.  Kirkland Knightsbridge
estimates that it owes $ 32,767 in Priority Claims for Wages and
Employee benefits.  The Debtors say that to the extent that any
claims under this class exist and hasn't been paid, they will be
paid on the effective date.

                        Unsecured Claims

Kirkland Knightsbridge's General Unsecured Creditors will be paid
100% of their Allowed Claims with interest at the legal rate
within three years of the effective date.  Periodic payments will
be made in annual installments commencing 60 days from the
effective date to the extent of Available Cash.  The Debtors
estimate that unsecured claims against Knightsbridge total
approximately $350,000.

Kirkland Cattle's General Unsecured Creditors will be paid 100% of
their Allowed Claims with interest at the legal rate within 60
days of the Effective Date.  The Debtors estimate unsecured claims
against Cattle total approximately $30,000.

                       Intercompany Claims

Kirkland Cattle holds approximately $2,850,000 against Kirkland
Knightsbridge for prepetition capital loans, grape purchases, and
vineyard management fees.  Under the Plan, as a condition of
confirmation, Cattle's claim against Knightsbridge will be deemed
subordinated to the full payment of these claims:

    -- Madison Capital's secured claim;
    -- GECC's secured claim;
    -- Knightsbridge's general unsecured claims;
    -- Cattle's general unsecured claims; and
    -- priority claims for wages and employee benefits.

                     Interest Holders

Respective holders of interests in Kirkland Knightsbridge and
Kirkland Cattle will retain their interests but will only receive
distribution after all other claims are paid in full.

                  About Kirkland Knightsbridge

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

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the Debtors' cases.
When the Debtors sought protection from their creditors, they
listed assets and debts between $10 million to $100 million.


KIRKLAND KNIGHTSBRIDGE: Confirmation Hearing Set for April 27
-------------------------------------------------------------
The Honorable Alan Jaroslovksy of the U.S. Bankruptcy Court for
the Northern District of California set a hearing at 10:00 a.m.,
on April 27, 2007, to consider confirmation of Kirkland
Knightsbridge LLC and Kirkland Cattle Company's Amended Joint
Chapter 11 Plan of Reorganization.

Ballots are due April 23, 2007.

Objections to the Plan, if any, must be filed by April 24, 2007.

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

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the Debtors' cases.
When the Debtors sought protection from their creditors, they
listed assets and debts between $10 million to $100 million.


KL INDUSTRIES: Disclosure Statement Hearing Continued to May 15
---------------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Illinois continued the hearing to consider the adequacy of KL
Industries Inc.'s Disclosure Statement explaining its Chapter 11
Plan of Reorganization to 10:30 a.m. on May 15, 2007, at 219 South
Dearborn, Courtroom 742 in Chicago, Illinois.

                        Overview of the Plan

As reported in the Troubled Company Reporter on Feb. 7, 2007,
the Plan provides for the liquidation of all the Debtor's property
and for a distribution of that property consistent with Section
726 of the Bankruptcy Code.

On the Plan's effective date, the Debtor's cash and assets that
are not sold or disposed will be transferred to a Liquidating
Trust that will be administered for the benefit of all Holders
with Allowed Claims.

                        Treatment of Claims

Under the Plan Holders of Non-Priority Tax Claims will be paid in
full.

LaSalle Bank's Secured Claim, estimated at $6 million as of the
Debtor's bankruptcy filing, will paid using the proceeds of the
sale its collateral.

Holders of Other Secured Claims, at the Debtor's election, will
receive:

    -- the collateral securing their claim or

    -- the liquidation proceeds of the collateral securing their
       claim less costs of liquidation.

Holders of General Unsecured Claims will receive their pro rata
share of the liquidation proceeds after payment in full of allowed
non-tax priority claims.  The Debtor tells the Court that in its
schedules of assets and liabilities, it listed unsecured claims at
$5.1 million.  However, the claims register maintained by the
Court shows that as of Oct. 6, 2006, general unsecured claims
totaled approximately $7.1 million.  The Debtor estimates that
unsecured creditors will receive around 0% to 20% of their claims.

Holders of Untimely Filed Claims will not receive anything under
the Plan.

Equity Interests Holder will also not receive anything under the
Plan and those interests will be cancelled.

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

   http://www.researcharchives.com/bin/download?id=061024213220

                     About KL Industries

Based in Addison, Illinois, KL Industries Inc. manufactures
springs, assemblies and other products for the automotive and
electronic markets.  The Company does business as KL Spring &
Stamping Division, KL Spring Division, KL Stamping Division, KL
Assembly Division and American Metal Forming Division.

The company filed for bankruptcy protection on May 2, 2006 (Bankr.
N.D. Ill. Case No. 06-04882).  Peter J. Roberts, Esq., and Steven
B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin
LLC represent the Debtor in its restructuring efforts.  Daniel J.
McGuire, Esq., at Winston & Strawn LLP represents the Official
Committee of Unsecured Creditors.  CM&D Capital Advisors LLC is
the Debtor's financial Advisor.  In its schedules of assets and
liabilities, the Debtor listed $10,462,451 in total assets and
$11,898,913 in total liabilities.


KULLMAN INDUSTRIES: Court Confirms Second Amended Liquidation Plan
------------------------------------------------------------------
The Honorable Kathryn C. Ferguson of the United States Bankruptcy
Court for the District of New Jersey confirmed Kullman Industries,
Inc., nka KI Liqudiation Inc.'s Second Amended Chapter 11 Plan of
Liquidation.

                        Summary of the Plan

The Debtor has ceased business operations and has reduced or will
be reducing substantially all of its assets to cash.  Under the
Plan, the Debtor seeks to pay its creditors by depositing its
remaining assets in a liquidating trust.  The Trust will
distribute proceeds under the terms of the Plan.

The Plan provides for the Trustee to maintain the estate's cash
assets in an interest-bearing account for distribution to
creditors on account of their allowed claims against the Debtor.
The Debtor is also entitled to a percentage of the residual value
of the Tajikistan Claim and any avoidance action recoveries.

The Official Committee of Unsecured Creditors will designate the
Trustee.  The Trustee will be identified before the Confirmation
Hearing.

                           Plan Funding

The Plan is funded by:

   a. cash on the effective date; and

   b. funds available after the effective date from any payments
      received by the Trust from:

      1. the liquidation of the Debtor's remaining assets;

      2. the prosecution and enforcement of the pending litigation
         and potential avoidance actions; and

      3. any release of funds from the Disputed Claims Reserve.

                        Treatment of Claims

Holders of Administrative Expenses Claims for approximately
$849,869 will be paid in full.

Holders of Class 2 Secured Claims, at the option of the Debtor,
will either receive title to the property that secures the claim
or paid in cash in the allowed amount as determined by the Court
on the effective date.

The Debtor believes that the only potential Class 2 Holder is the
Bank of New York.  BNY is the Debtor's Indenture Trustee and
presently holds a junior, subordinated claim.

Holders of Class 3 General Unsecured Claims amounting to
$34,299,297 under proofs of claims will receive interests in the
Trust equal to their pro rata share of total Allowed General
Unsecured Claims.  The Debtor estimates that after appropriate
claim objections Class 3 Claims will total approximately
$14 million to $17 million.

Robert Kullman, the sole common stockholder, is the only Class 4
Interest Claim Holder.  He will not receive anything under the
Plan.

                         Tajikistan Claim

As reported in the Troubled Company Reporter on Aug. 21, 2006,
before it filed for bankruptcy, the Debtor was the general
contractor in the construction of a U.S. embassy in Tajikistan.
The Committee intends to bring an action against the U.S.
government to recover damages resulting from the government's
alleged breaches of the terms of the Tajikistan contract.

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

  http://www.researcharchives.com/bin/download?id=060918221922

                   About Kullman Industries

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc.
-- http://www.kullman.com/-- was a modular construction builder.
The company filed for chapter 11 protection on Oct. 17, 2005
(Bankr. D. N.J. Case No. 05-60002).  James N. Lawlor, Esq., at
Wollmuth, Maher & Duetsch, LLP represents the Debtor.  Bruce D.
Buechler, Esq., Peter J. D'Auria, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and
$10 million and debts between $10 million to $50 million.


LAMAR MEDIA: Moody's Cuts Rating on Secured Term Loan to Ba1
------------------------------------------------------------
Moody's Investors Service affirmed Lamar Advertising Company's Ba2
corporate family rating and lowered Lamar Media Corporation's
secured credit facility and senior unsecured shelf to Ba1 from
Baa3.  The downgrade reflects Moody's expectations that Lamar
Media Corporation will raise $550 million of incremental bank debt
which will be used to pay the special dividend, refinance existing
debt and for acquisitions and general corporate purposes.

Additionally, Moody's affirmed all of Lamar Advertising Company's
and Lamar Media Corporation's other ratings.  The outlook remains
negative.

Ratings affirmed:

Lamar Advertising Company

    * Corporate Family Rating, Ba2
    * Probability-of-default rating, Ba2
    * 2-7/8% convertible notes due 2010 - B1 (LGD 6, 94%)

Lamar Media Corporation

    * 7-1/4% senior subordinated notes due 2013, Ba3
      (from LGD 4, 70% to LGD 5, 76%)

    * 6-5/8% senior subordinated notes due 2015, Ba3
      (from LGD 4, 70% to LGD 5, 76%)

    * Senior subordinated shelf, (P)Ba3
      (from LGD 4, 70% to LGD 5, 76%)

    * Preferred shelf, (P)B1 (from LGD 5, 90% to LGD 6, 92%)

Ratings/assessments downgraded:

Lamar Media Corporation

    * Secured revolver, from Baa3 to Ba1
      (from LGD 2, 19% to LGD 2, 25%)

    * Secured term loan, from Baa3 to Ba1
      (from LGD 2, 19% to LGD 2, 25%)

    * Senior unsecured shelf, from (P)Baa3 to (P)Ba1
      (from LGD 2, 19% to LGD 2, 25%)

Based in Baton Rouge, Louisiana, Lamar Advertising Company is a
leading owner and operator of outdoor advertising structures in
the U.S. and Canada.


LE NATURE'S INC: Gordon Brothers to Assist in Latrobe Plant Sale
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave R. Todd Nielson, the Chapter 11 Trustee in Le Nature's Inc.
and its debtor-affiliates' bankruptcy cases, authority to employ
Gordon Brothers Industrial LLC and Harry Davis & Company as his
exclusive sales agent for the sale of real and personal property
relating to the Debtors' bottling operations and warehouse
facilities in Latrobe, Pennsylvania.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
the Trustee also sought Court approval to sell the Debtors'
Latrobe Plant in a turnkey sale or auction, free and clear of
liens, claims and interests.  Gordon Brothers will advance
$8 million to the Trustee, interest free.  The advance will be
repaid from the first proceeds of the sale after payment of
commissions and reimbursement of expenses.  The Trustee needs the
money because there is presently no other available source of
funding for the sale.

The Trustee and Gordon Brothers have entered into an agreement
that establishes an expedited sale process while also providing a
reasonable opportunity to achieve a sale to a turnkey buyer.

The Trustee believes the value of the Assets will be higher to a
turnkey buyer who can recommence production for the summer months,
if possible, during which the demand for bottled water and soft
drinks is at its peak.  Secured parties, lessors and other
creditors are pressing the Trustee to sell the Assets quickly.

As sales agent, Gordon Brothers will:

   (a) conduct an appropriate advertising and promotional
       campaign to sell the Assets in a turnkey sale or auction;

   (b) consult with and assist the Trustee in any discussion or
       negotiations with a turnkey buyer regarding price and
       other terms in any letter of intent or definitive sale
       agreement;

   (c) prepare the Personal Property for auction and conduct of
       an auction sale if a turnkey sale is not achieved or to
       auction any Assets not sold to a turnkey buyer, including
       providing qualified personnel necessary to supervise and
       conduct any auctions;

   (d) provide other related services deemed necessary or prudent
       to effectively conduct the sale or auction of the Assets;
       and

   (e) use commercially reasonable efforts to assist the Trustee
       and the Debtors in the identification of which purported
       equipment lessors and secured lenders have interests in
       and determining the values of those items and assets
       whether or not those items are included in the Assets to
       be sold.

The parties' agreement provides for the sale of the Assets to be
completed in a 120-day period.  The Trustee has the option to
adjust the period.

For any turnkey sales where a definitive agreement is entered into
within 90 days of the approval of Gordon Brothers' employment, the
firm will be paid a 7% commission of the gross sale proceeds,
except for a sale to three identified excluded buyers who had
previously contacted the Debtors or the Trustee for whom the
commission will be 5%.  For any sales where a definitive agreement
is entered into after 90 days, the firm's commission will be
increased to 7.5%, including for the special buyers.

With respect to one of the special buyers, Premier Manufacturing
LLC/Greenwood 361 LLC, the Trustee seeks the Court's authority to
pay a 1% commission of the gross proceeds to Keen Consultants LLC
in the event that Premier timely enters into a definitive
agreement and a turnkey sale to Premier by the Trustee is
consummated.

In the event of an auction sale of any Assets, Gordon Brothers
will be entitled to a 10% buyer's premium for the auction of
Personal Property, which will be added to the final sales price
and an additional 3% for sales that occur on the Internet which 3%
will be paid by Gordon Brothers to the Internet service provider.

The firm's commission for the auction of the real property will be
5% of the gross proceeds if there is no participating broker, and
6% if a co-broker is engaged in connection with the marketing.

The Agreement also provides for reimbursement of actual and
reasonable out-of-pocket expenses up to $250,000.

According to the Trustee, lessors have objected to repayment of
the Advance from the proceeds of their collateral other than for
sale-related fees and costs.  The lessors assert that the
repayment should be allocated solely to the proceeds of collateral
of the Secured Lenders.  The Secured Lenders have not agreed to
this.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.

Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC,
represents the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein represents the Official
Committee of Unsecured Creditors.  Louis A. DePaul, Jr., Esq., at
Manion McDonough & Lucas represents the Ad Hoc Lenders' Committee.
When the Debtors filed for bankruptcy, they estimated less than
$100,000 in assets and more than $100 million in debts.


LGB INC: Judge McManus Confirms Chapter 11 Plan of Reorganization
-----------------------------------------------------------------
The Honorable Michael S. McManus of the U.S. Bankruptcy Court of
the Eastern District of California confirmed LGB Inc.'s Chapter 11
Plan of Reorganization.

As previously reported in the Troubled Company Reporter, the
Debtor related that if it prevails on its claims in the State
Court Action before Dec. 31, 2011, more than $15,000,000 in cash
and property will be released to it for paying the estimated
$5,000,000 in prepetition and postpetition liabilities of the
estate.  The Debtor anticipates that there will be an additional
$1.9 million in net proceeds for payment to creditors and equity
shareholders, assuming that it successfully defends against
Atwood's claim of an interest in the Kalihi Properties, and will
be in the position to sell Kalihi Properties.

                      Treatment of Claims

Under the Debtor's Plan, All Administrative Priority Claims will
be paid in full.

Holders of Allowed Priority Tax Claims, totaling $12,128, will be
paid in full by deferred cash payments within five years of its
bankruptcy filing date.  From and after the effective date, those
claims will bear interest at the Federal Funds Target Rate by the
Federal Reserve Bank of New York.  The balance owed on said claims
will be paid in sixteen equal quarterly installments of principal
and interest, with the first payment being due on the 15th day of
the first full calendar quarter following the effective date.
Debtor may, at its sole discretion, pre-pay these tax claims.

Class 1 Allowed Claims are comprised of Allowed Claims arising out
of one or more joint ventures with the Debtor, which claims are
being litigated in the State Court Action.  To the extent there
are one or more joint ventures by and between the Debtor and the
Class 1 Creditors, and such joint ventures constitute an
"executory contract," such executory contracts will be assumed
under the Plan.  The Class 1 Claims, which existed against the
Debtor or any interest of the Debtor in real or personal property,
will remain unaltered as a result of the confirmation of the Plan.

Class 2 Allowed Unsecured Claims will be paid in full plus
interest.  Claims under Class 2 will be paid pro-rata from the
first available net income upon: resolution of the State Court
Action, sale or transfer of any interest in the Kalihi Properties,
or a combination of both.

Holders of interests in the Debtor will get nothing under the
plan.

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

   http://www.researcharchives.com/bin/download?id=060913214559

Headquartered in Grass Valley, California, LGB, Inc., filed for
chapter 11 protection on Apr. 27, 2006 (Bankr. E.D. Calif. Case
No. 06-21340).  George C. Hollister, Esq., at Hollister Law Corp.,
represents the Debtor.  When the Debtor filed for protection
from its creditors, it estimated assets between $10 million and
$50 million and estimated debts between $100,000 and $500,000.


LID LTD: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------
Debtor: L.I.D. Ltd.
        20 West 47th Street 6th Floor
        New York, NY 10036

Bankruptcy Case No.: 07-10725

Type of Business: The Debtor is a jeweler.

Chapter 11 Petition Date: March 17, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Avrum J. Rosen, Esq.
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536

Total Assets: $157,784,935

Total Debts:  $143,867,465

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Shalin Gems (USA) Inc.           vendor                 $97,141
15 West 47th Street LL Suite 6
New York, NY 10036

Alliant Group, L.P.              vendor                 $81,426
Three Riverway, Suite 1400
Houston, TX 77056

Fairway Diamond, Inc.            vendor                 $75,272
589 Fifth Avenue
New York, NY 10017

Jewelex New York, Ltd.           vendor                 $47,853

B.H.C. Diamonds (USA) Inc.       vendor                 $35,333

Star Rays                        vendor                 $13,125

Victor Settings                  vendor                 $11,705

Brinks Document Destruction      trade debt              $8,058

Dave Manufacturing Co.           trade debt              $7,680

Malca-Amit C.H.B. Inc.           trade debt              $6,756

Nice Jewels                      trade debt              $4,740

Gramercy Jewelry Manufacturing   trade debt              $2,953
Corp.

Eastern Air, Inc.                vendor                  $2,800

International                    vendor                  $2,018
Gemmological Info.

Paetec Communications            trade debt              $1,460

Verizon Wireless                 trade debt              $1,280

European Gemological Lab         trade debt              $1,269

ACC Business                     trade debt              $1,136


LSI LOGIC: Near Completion of Merger Cues S&P's Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on Milpitas, California-based LSI
Logic Corp. on CreditWatch with positive implications, reflecting
the anticipated completion of its planned share-funded merger with
Agere Systems Inc. by the end of the March quarter.

LSI Logic Corp. is a leading supplier of application-specific
integrated circuits (ASICs) and multicustomer application-specific
standard products (ASSPs) used in the communications and data
storage industries, and also supplies storage systems.  Agere
supplies chips for the storage industry and wireless handsets.

"The merger should strengthen the combined company's position in
its industry and reduce costs through the elimination of redundant
operations," said Standard & Poor's credit analyst Bruce Hyman.
During 2006, both companies completed their evolution to a fabless
business model, thereby obviating future large capital
expenditures and also substantially reducing likely free cash flow
volatility.

Pro forma for the merger, the company had sales of $3.5 billion in
2006, with EBITDA of $380 million and debt of $1.0 billion,
including capitalized operating leases and Agere's pension and
postretirement benefit obligations.  Pro forma cash balances were
$1.5 billion.

Following the completion of the merger, the corporate credit
rating will be raised to 'BB' with a stable outlook, and the
subordinate debt rating will be raised to 'B+'.


MANUEL SANCHEZ: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Manuel M. Sanchez
        dba Meme Style Pit BBQ
        2915 Elm St. Laredo
        Laredo, TX 78043

Bankruptcy Case No.: 07-50043

Chapter 11 Petition Date: March 2, 2007

Court: Southern District of Texas (Laredo)

Judge: Wesley W. Steen

Debtor's Counsel: Jesse Blanco Jr., Esq.
                  P.O. Box 680875
                  San Antonio, TX 78268
                  Tel: (210) 509-6925

Total Assets: $1,272,123

Total Debts:    $973,203

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Stockman National Bank           goods and/or           $89,000
206 North Main Street            services
Cotulla, TX 78014

I.R.S.                           941 taxes              $76,998
P.O. Box 21126
Philadelphia, PA 19114

Texas Community Bank             purchase money         $71,000
6600 MCPherson Road                             (Value: $15,000)
Laredo, TX 78041

Laredo National Bank             goods and/or           $38,000
                                 services

Stockman National Bank           purchase money         $29,000
(Cotulla, TX 78014)                            (Value: $25,000)

Comptroller of Public Accounts   taxes                  $13,848

H.S.B.C.                         goods and/or            $9,329
                                 services

National Arbitration Forum       goods and/or            $8,780
                                 services

Wells Fargo Card Svc             goods and/or            $6,671
                                 services

Home Depot                       goods and/or            $4,794
                                 services

South Texas National Bank        goods and/or            $3,900
                                 services

Hino Electric Power Co.          goods and/or            $3,640
                                 services

Nextel Communication             goods and/or            $1,865
                                 services

Shell                            goods and/or            $1,378
                                 services

Bank of America                  goods and/or            $1,340
                                 services

The C.B.E. Group                 goods and/or              $278
                                 services

Just Energy                      goods and/or              $234
                                 services

Alberto Alarcon, Esq.            goods and/or                 $0
                                 Services (contingent)


MARATHON REAL: Fitch Holds Low-B Ratings on Class J and K Notes
---------------------------------------------------------------
Fitch affirms all classes of Marathon Real Estate CDO 2006-1,
Ltd./LLC notes as:

    -- $520,000,000 class A-1 floating-rate at 'AAA';
    -- $50,000,000 class A-2 floating-rate at 'AAA';
    -- $99,000,000 class B floating-rate at 'AA';
    -- $51,500,000 class C floating-rate at 'A+';
    -- $16,000,000 class D floating-rate at 'A';
    -- $14,000,000 class E floating-rate at 'A-';
    -- $23,500,000 class F floating-rate at 'BBB+';
    -- $15,500,000 class G floating-rate at 'BBB';
    -- $26,000,000 class H floating-rate at 'BBB-';
    -- $56,300,000 class J floating-rate at 'BB';
    -- $26,700,000 class K floating-rate at 'B'.

Deal Summary

Marathon CRE CDO is a revolving commercial real estate (CRE) cash
flow collateralized debt obligation (CDO), which closed on May 18,
2006.  It was incorporated to issue $1,000,000,000 of floating-
rate notes and preferred shares.  As of the Feb. 12, 2007 trustee
report, the CDO was invested in a portfolio of commercial mortgage
whole loans/A-notes (34.5%), B-notes (13.8%), mezzanine loans
(22.9%), commercial mortgage backed securities (CMBS) (10.5%),
real estate bank loans (REBL) (4.1%), credit tenant leases (CTLs)
(2.5%), ABS (1.7%), CRE CDO (0.5%), preferred equity (0.4%),
future funding commitments (3.4%), and cash (5.7%).  The CDO is
also permitted to invest in real estate investment trust (REIT)
debt, up to 5% and synthetic assets, up to 15%.

The assets are selected and monitored by Marathon Asset
Management, LLC as collateral asset manager.  The CDO has a five-
year reinvestment period, during which, if all reinvestment
criteria are satisfied, principal proceeds may be used to invest
in substitute collateral.  The reinvestment period ends May 18,
2011.

The CDO's covenanted Fitch Poolwide Expected Loss (PEL) varies
depending on the in-place weighted average spread (WAS).  Based on
this WAS matrix, the maximum allowable PEL is 51.05% and the
minimum is 38.750% (the WAS/PEL matrix).  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

Asset Manager

Marathon Asset Management LLC is a global alternative investment
and asset management company with over $9 billion in capital under
management.  Founded in January 1998, Marathon is a global
organization with offices in New York City, London, Singapore and
satellite offices in Los Angeles, Washington D.C. and Hong Kong.
The company formed its Real Estate Finance Group (REFG) as an
originator and investor in CRE debt in 2003 and has made more than
$2 billion in investments.  The REFG team consists of 14 real
estate professionals plus support staff.

Fitch finds Marathon to be an acceptable commercial real estate
loan CDO asset manager.  Marathon has engaged Wachovia Bank (rated
'CMS2' by Fitch) as master servicer for this transaction. Marathon
will manage its subperforming loan activities directly.  Of
Marathon's nine real estate and investment professionals on staff,
five have prior workout experience.  Marathon originates
approximately 50% of its portfolio directly.

Performance Summary

Marathon CRE CDO became effective on Feb. 12, 2007.  As of the
effective date, the as-is PEL increased to 30.625% from 26.750% at
close.  Despite the increase, the CDO still has above-average
reinvestment flexibility with 13.625% of cushion based on its
current WAS of 3.04%.  Although reinvestment cushion is above
average, upgrades during the reinvestment period are unlikely
given the pool could still migrate to the PEL covenant.

The increase in the as-is PEL is due mostly to an increase in the
expected losses associated with six existing loans in the
portfolio falling behind their business plans, an increase in the
weighted average rating factor of the newly added securities, and
an increase in end loan expected loss in non-core assets.

Based on discussions with the asset manager, Fitch increased the
expected loss on six existing loans (12%) that are behind schedule
due to changes in business plans and/or slowing sales.  These
loans include one land loan (4%) and five condo conversion loans
(8%).  In each case, the sponsors are paying the mortgage payments
'out of pocket' as interest reserves have been depleted.  The land
loan was recently extended pursuant to a six-month extension
option.  The loan exposure per acre is $37,313 compared to land
values in excess of $90,000 per acre, according to the 2006
appraisal.  The largest condo conversion exposure is a mezzanine
loan on the Toy Building (New York City) where the sponsor is
currently re-evaluating its original development plan and has
indicated a possible payoff of the loan in early 2007.  Debt per
square foot is $474 per square foot, which is below market value.
The asset manager has been proactive in managing its loans.  A
condo loan (0.75%) was recently granted forbearance in exchange
for a paydown of 8.3% of the original loan balance.  The borrower
has another option to enter into a 90-day extension with an
additional paydown of $500,000.

The CDO is in compliance with all of its reinvestment covenants.
The WAS has decreased since close to 3.04% from 3.67%.  The
weighted average coupon (WAC) has increased to 8.14% from 7.65%,
and remains above the 5.50% covenant.  Of the pool, 4.47% of the
loans are fixed-rate and unhedged compared to the maximum covenant
of 5%.  The weighted average life (WAL) has increased to 3.9 years
from 2.9 years at close, which continues to imply that the loans
will fully turnover during the reinvestment period.  The Fitch
Loan Diversity Index score is 226, which is considered above
average relative to other CRE CDOs.  The pool currently consists
of 46 loans and 22 rated securities of which none represent more
than 5% of the ramped portfolio.

The over-collateralization ratios of all classes have remained
stable since close, while the interest coverage ratios have
decreased over the same period.  The decrease in the IC ratios is
attributed to the decrease in WAS.  Both tests are well above
their covenants as of the February 2007 trustee report.

Rating Definitions

The ratings of the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class C, D, E, F, G, H, J and K notes address the
likelihood that investors will receive ultimate interest and
deferred interest payments, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.

Ongoing Surveillance

Fitch will continue to monitor and review this transaction for
future rating adjustments. The surveillance team will conduct a
review whenever there is approximately 15% change in the
collateral composition or semi-annually.


MARK FARRAR: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mark Farrar
        2474 North Jared Drive
        Flagstaff, AZ 86001

Bankruptcy Case No.: 07-01024

Chapter 11 Petition Date: March 9, 2007

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Pernell W. McGuire, Esq.
                  Aspey, Watkins & Diesel, PLLC
                  123 North San Francisco, 3rd Floor
                  Flagstaff, AZ 86001-5231
                  Tel: (928) 774-1478
                  Fax: (928) 774-8404

Total Assets:   $820,837

Total Debts:  $1,465,245

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sonoma National Bank             goods and services    $523,562
3558 Round Barn Boulevard
Suite 300
Santa Rosa, CA 95403

Financial Pacific Leasing        CC&D lease             $74,415
3455 South 344th Way #300
Auburn, WA 98001

Commercial Equipment Lease       CC&D lease             $64,820
2292 Oakmont Way
Eugene, OR 97401

Enterprise Funding Group         CC&D lease             $32,712

Citibank                         goods and services     $25,693
(San Antonio, TX)

Dell Commercial Leases           CC&D equipment lease   $24,000

Capital One Bank                 goods and services     $23,425

U.S. Bankcorp/Manifest           CC&D equipment lease   $22,028
Funding

National Bank of Arizona         Cody Equipment         $20,358
(Flagstaff, AZ)                  Leasing business loan

Chase Bank                       2003 Dodge 3500        $20,347
                                 pickup                ($18,000
                                                       secured)

National Bank of Arizona    goods and services     $20,000
(Salt Lake City, UT)

CitiBusiness Card                business credit card   $11,994

U.S. Department of Education     student loan           $11,174

National Bank of Arizona         goods and services      $6,000
(Salt Lake City, UT)

Citibank       goods and services      $3,333
(San Antonio, TX)

First Credit Union               goods and services      $2,980
(Wilmington, DE)

Discover                         goods and services      $1,582

First Credit Union               overdrawn checking        $168
(Flagstaff, AZ)                  account

National Bank of Arizona         overdrawn bank account     $94
(Flagstaff, AZ)


MORGAN STANLEY: Fitch Holds Junk Ratings on Three Loans
-------------------------------------------------------
Fitch Ratings has taken these rating actions on Morgan Stanley
Dean Witter Mortgage Capital Owner Trust, Series 2000-F1:

    -- Classes A-1, A-2a, and A-2b affirmed at 'AAA';
    -- Classes S and X affirmed at 'AA';
    -- Class B affirmed at 'BBB';
    -- Class C affirmed at 'BB';
    -- Class D affirmed at 'B';
    -- Class E remains at 'C'/DR upgraded to 'DR4' from 'DR6';
    -- Class F remains at 'C'/DR upgraded to 'DR5' from 'DR6';
    -- Class G remains at 'C/DR6'.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to be consistent with when the transaction was last
reviewed.  Recovery expectations on defaulted collateral have
slightly improved since last review which is reflected in the
change to the distressed recovery rating for the Class E and F
Notes.


MORGAN STANLEY: Moody's Rates Class B-5 Certificates at Ba2
-----------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Morgan Stanley Mortgage Loan Trust
2007-4SL, and ratings ranging from Aa1 to Ba2 to the subordinate
and mezzanine certificates in the deal.

The securitization is backed by GMAC Mortgage, LLC and other
originators originated fixed-rate, second lien mortgage loans
acquired by Morgan Stanley Mortgage Capital Inc.  The ratings are
based primarily on the credit quality of the loans and on the
protection from subordination, overcollateralization, and excess
spread.  Moody's expects collateral losses to range from 6.75% to
7.25%.

GMAC Mortgage, LLC will service the loans.

The complete rating actions:

Issuer: Morgan Stanley Mortgage Loan Trust 2007-4SL

Securities: Mortgage Pass-Through Certificates, Series 2007-4SL

         * Cl. A, Assigned Aaa
         * Cl. M-1, Assigned Aa1
         * Cl. M-2, Assigned Aa1
         * Cl. M-3, Assigned Aa2
         * Cl. M-4, Assigned A1
         * Cl. M-5, Assigned A2
         * Cl. B-1, Assigned A3
         * Cl. B-2, Assigned Baa1
         * Cl. B-3, Assigned Baa2
         * Cl. B-4, Assigned Ba1
         * Cl. B-5, Assigned Ba2

The Class B-4 and Class B-5 certificates were sold in privately
negotiated transactions without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance has
been designed to permit resale under Rule 144A.


MORGAN STANLEY: S&P Rates $6.1 Million Class O Certs. at B-
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2007-IQ13's
$1.64 billion commercial mortgage pass-through certificates
series 2007-IQ13.

The preliminary ratings are based on information as of March 15,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-1A, A-2,
A-3, A-4, A-M, and A-J are being offered publicly.  Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage of 1.47x, a beginning LTV of
108.7%, and an ending LTV of 100.9%.

                   Preliminary Ratings Assigned

            Morgan Stanley Capital I Trust 2007-IQ13

Class                             Preliminary   Recommended
credit             Rating          amount($)     support (%)
------             ------         -----------   ------------
A-1                  AAA            43,700,000      30.000
A-1A                 AAA           477,014,000      30.000
A-2                  AAA           114,800,000      30.000
A-3                  AAA            64,000,000      30.000
A-4                  AAA           448,816,000      30.000
A-M                  AAA           163,947,000      20.000
A-J                  AAA           149,601,000      10.875
B                    AA             32,790,000       8.875
C                    AA-            16,395,000       7.875
D                    A              16,394,000       6.875
E                    A-             14,346,000       6.000
F                    BBB+           18,444,000       4.875
G                    BBB            14,345,000       4.000
H                    BBB-           18,444,000       2.875
J                    BB+             8,198,000       2.375
K                    BB              2,049,000       2.250
L                    BB-             4,099,000       2.000
M                    NR              6,148,000       1.625
N                    B               2,049,000       1.500
O                    B-              6,148,000       1.125
P                    NR             18,444,501        -
X*                  AAA          1,639,471,501        -
X-Y*                AAA            131,338,831        -

            * Interest-only class with a notional amount.
                          NR -- Not rated.


MORTGAGE LENDERS: Section 341(a) Meeting Scheduled for March 26
---------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene a meeting of Mortgage Lenders Network USA, Inc.'s
creditors at 3:00 p.m., on March 26, 2007, in Room 2112 on the
second floor of the J. Caleb Boggs Federal Building located at
844 North King Street, Wilmington, Delaware.  This is the first
meeting of creditors required under 11 U.S.C. Sec 341(a) in all
bankruptcy cases.

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

                   About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.  The Debtor's exclusive period to file a chapter 11
plan expires on June 5, 2007.  (Mortgage Lenders Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MORTGAGE LENDERS: Wants Court Nod on Employee Incentive Plan
------------------------------------------------------------
Mortgage Lenders Network USA, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware to authorize and approve an incentive
plan for certain of its employees.  Pursuant to the plan, the
Debtor, in its sole discretion, will make payments to:

   (i) certain loan servicing employees directly involved in
       servicing and transitioning loans currently serviced by
       the Debtor to replacement third-party servicers; and

  (ii) certain corporate employees who provide the necessary
       administrative, financial, technical, and operating
       support with respect to the serviced loans and who are
       also charged with assisting the Debtor in the sale of
       their remaining assets.

As of Dec. 31, 2006, the Debtor serviced $17,000,000,000 of
loans.  The Debtor currently services $1,000,000,000 of loans and
is in the process of transitioning the loans to replacement loan
servicers, Laura Davis Jones, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub LLP, in Wilmington, Delaware, discloses.

The Loan Servicing Employees provide a myriad of services on
behalf of the Debtor including billing, collections, processing
mortgage payments and loan payoffs received from borrowers,
remitting payments to appropriate entities, processing tax and
insurance payments received from borrowers and remitting the
funds to the appropriate taxing authorities and insurers,
maintaining records, engaging in collection efforts, foreclosing
on delinquent loans, and performing accounting and reporting
services.

The Corporate Employees provide the necessary administrative,
financial and technical support to ensure the continuation of the
Debtor's operations to allow the Serviced Loans to be effectively
transitioned and will also assist the Debtor in the marketing and
sale of its assets.

Majority of the Eligible Employees are rank-and-file employees
who provide the necessary services with respect to the Serviced
Loans.  Some of the Eligible Employees are senior employees of
the Debtor:

   (1) William Rehm, Sr. VP Risk Management;
   (2) Michael Simeone, Sr. VP Chief Technology Officer;
   (3) John Di Loreto, VP Controller;
   (4) David Mills, VP Secondary Marketing;
   (5) Sandra Jarish, VP Servicing; and
   (6) Christopher Warner, Operations VP Collections.

Ms. Jones relates that the Serviced Loans are to be transitioned
over staggered periods with the final portfolio transitioned by
May 1, 2007.  The Loan Servicing Transition period is different
for each customer and is dependent on the unique challenges and
issues attendant to each customer's portfolio of Serviced Loans
and the assistance and cooperation of the customer over the
transition process.

According to Ms. Jones, certain Eligible Employees are charged
with servicing specific portfolios of Serviced Loans.  The
Eligible Employee will receive incentive payments on termination
dates determined by the Debtor, unless the Debtor terminates the
employee without cause prior to that date.  The total potential
cost of the Incentive Program is $500,000, of which $181,000 is
for the Loan Servicing Employees and $319,000 is for the
Corporate Employees.

Residential Funding Company LLC, the Debtor's proposed DIP lender
and one of its customers whose serviced loans are being
transitioned, has agreed to guarantee payment of the potential
incentive payments payable to the Loan Servicing Employees under
the Incentive Plan in an aggregate amount not to exceed $181,000
to the extent that the request is not approved with respect to
the employees.

In addition, the Debtor proposes to pay certain platform sale
incentive payments totaling $45,000 to three Loan Servicing
Employees upon the closing of the sale of the Debtor's loan
servicing platform.  The Loan Servicing Platform includes certain
of the Debtor's unexpired personal property leases and executory
contracts, and certain owned personal property that may be sold
to a potential purchaser interested in acquiring the platform.
The Platform Sale Incentive Payments would be paid in addition to
any incentive payments earned by the three Loan Servicing
Employees under the Incentive Plan and would be payable from the
proceeds from any sale of the Debtor's Loan Servicing Platform.

Ms. Jones tells Judge Walsh that the Incentive Plan, which was
devised to maximize the return to creditors and the overall value
of the estate, represents a valid exercise of the Debtor's
business judgment, and should be approved.

As of the Petition Date, majority of the Debtor's revenues were
derived from servicing loans for its customers.  Ms. Jones says
the Eligible Employees are the only individuals capable of
performing the services required during the transition period to
transfer the Serviced Loans to replacement servicers and
liquidate remaining assets.  Majority of the Eligible Employees
will no longer be employed after all the Serviced Loans are
transferred and the remaining assets are sold by May 1, 2007.

In addition, the Debtor is informed that several Eligible
Employees either received offers of employment from third parties
or may soon quit to secure employment elsewhere given their
limited tenure, Ms. Jones relates.

Ms. Jones notes that the proposed Incentive Plan does not
conflict with newly-enacted Section 503(c)(1) of the Bankruptcy
Code.  The non-Senior Eligible Employees are rank-and-file
employees who do not possess any control over the Debtor, and
thus, are not insiders pursuant to Sections 101(31)(B) and
503(c)(1).  The proposed incentive payments constitute reasonable
compensation to the employees and is not prohibited by Section
503(c), she adds.

According to Ms. Jones, the fact that the Senior Eligible
Employees may be nominal officers of the Debtor solely by virtue
of their job titles does not necessarily mean that they are
insiders.  She notes that courts have focused on the degree of
control exerted by the employee with respect to the transaction
at issue in order to ascertain whether the employee is an insider
or not.

However, Ms. Jones notes, even if Section 503(c)(1) were
applicable to the Senior Eligible Employees, the requirements of
the statute are satisfied because the purpose of the Incentive
Program is to maximize return to creditors by effectuating the
servicing and transition of the Serviced Loans and assisting in
the sale of their remaining assets.  The Senior Eligible
Employees will be charged with the orderly transition of the
Debtor's loan portfolios to replacement servicers, preservation
and marshalling of the assets for potential sale, overseeing the
wind-down and the closedown of the Debtor's operations.  The
purpose of the Platform Sale Incentive Payments is to maximize
the amount derived from the sale of the Loan Servicing Platform
for the benefit of creditors.  The Incentive Plan is proposed to
take advantage of the Eligible Employees' skills and knowledge of
the Debtor's business to maximize the return to creditors,
Ms. Jones adds.

                   About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.  The Debtor's exclusive period to file a chapter 11
plan expires on June 5, 2007.  (Mortgage Lenders Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NATIONAL GUARANTY: A.M. Best Cuts Financial Strength Rating to C++
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B- (Fair) of National Guaranty Insurance Company
(Phoenix, AZ).  A.M. Best has also assigned an issuer credit
rating of "b+" to National Guaranty.  Both ratings have been
placed under review with negative implications.

These rating actions reflect National Guaranty's decline in risk-
adjusted capitalization and limited business profile.  A.M. Best
placed the company under review following the conditional approval
by the Arizona Department of Insurance for National Guaranty to be
acquired, details of which have not been fully disclosed.

The company will remain under review pending future discussions
with management.

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


NAUTILUS RMBS: Fitch Rates $20 Mil. Class C-F and C-V Notes at BB
-----------------------------------------------------------------
Fitch assigns these ratings to Nautilus RMBS CDO IV, Ltd. and
Nautilus RMBS CDO IV LLC:

    -- $406,250,000 class A-1S floating rate notes due 2046 'AAA';

    -- $72,000,000 class A-1J floating rate notes due 2046 'AAA';

    -- $53,000,000 class A-2 floating rate notes due 2046 'AA';

    -- $29,000,000 class A-3 floating rate deferrable interest
       notes due 2046 'A'

    -- $6,000,000 class B-F fixed rate deferrable interest notes
       due 2046 'BBB'

    -- $20,750,000 class B-V floating rate deferrable interest
       notes due 2046 'BBB'

    -- $4,000,000 class C-F fixed rate deferrable interest notes
       due 2046 'BB'

    -- $16,000,000 class C-V floating rate deferrable interest
       notes due 2046 'BB'.


NEVADA TOWERS: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nevada Towers, LLC
        285 East Warm Springs Road, Suite 103
        Las Vegas, NV 89109

Bankruptcy Case No.: 07-11348

Type of Business: The Debtor develops real estate property.

Chapter 11 Petition Date: March 15, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Stephen R. Harris
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Owen Loan                        Loans                 $206,120
8175 Arville Street, Suite 2
Las Vegas, NV 89139

Cumming, LLC                     Goods & Services      $180,075
27455 Tierra Alta Way, Suite A
Temecula, CA 92590

N. Terry                         Loans                 $100,000
7380 South Eastern Avenue
Suite 124-117
Las Vegas, NV 89123

Kates Marketing Group            Goods & Services       $95,003
c/o Stan Kates
20 Prince Arthur Avenue
Suite 1-E
Toronto, Ontario
Canada M5R 1B1

Jorge Loan                       Loans                 $75,000
2804 Lakecrest Drive
Las Vegas, NV 89128

R. DelCalvo                      Loans                 $75,000

Snell & Wilmer LLP               Goods & Services      $60,310

Irwin Union Bank                 Goods & Services      $56,579

Nichols Loan                     Loans                 $50,000

Onorato Loan                     Loans                 $50,000

Visual Terrain, Inc.             Goods & Services      $22,500

Simplikate Systems               Goods & Services      $20,000

Sussman/Prejza & Co. Inc.        Goods & Services      $19,626

The Geary Company                Goods & Services      $11,250


NORTHWEST AIRLINES: Court Extends Exclusive Periods to June 29
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Northwest Airlines Corp. and its debtor-affilaites'
exclusive periods to file a chapter 11 plan and solicit
acceptances of that plan to June 29, 2007, Bloomberg News reports.

The Ad Hoc Committee of Equity Security Holders tried to block
the request, arguing, among other things, that the Debtors do not
deserve another extension of exclusivity.  The Ad Hoc Committee
complained that giving the Debtors a further extension would
significantly prejudice the shareholders, as the Ad Hoc Committee
and other parties-in-interest won't have a meaningful opportunity
to propose a plan that can top the Debtors' valuation.

Lorenzo Marinuzzi, Esq., at Otterbourg, Steindler, Houston &
Rosen, P.C., in New York, counsel for the Official Committee of
Unsecured Creditors, retorted that the Ad Hoc Committee's
objection is another ill-advised attempt to impede the progress
of the Debtors' reorganization to pursue its fanciful and
unsubstantiated theories of value.

Mr. Marinuzzi told Judge Gropper that the Debtors' request for
extension is not an attempt by the Debtors to prolong the
reorganization for "impermissible purposes."  Rather, the Debtors
seek additional time to conduct all the necessary steps to
continue on the path to confirmation of the Plan and emerge
within the timeframe approved by the Court.

The Debtors, for their part, argued that each of the allegations
raised by the Ad Hoc Committee in its objection address the
adequacy of the Debtors' disclosure statement or to confirmation
of their Proposed Plan, rather than to the "cause" for the
requested extension of exclusivity.  The Debtors further noted
that the Ad Hoc Committee never claimed that it will file an
alternative plan, or provide any explanation of what termination
of exclusivity would achieve.

For these reasons, the Ad Hoc Committee failed to establish any
"cause" to terminate exclusivity, the Debtors said.

AS reported in the Troubled Company Reporter on March 8, 2007, the
Debtors relates that they are on a clear path to confirmation and
that the requested extension of the Exclusive Period will provide
them sufficient time to:

    (a) obtain approval of the Disclosure Statement; and

    (b) mail out the solicitation packages and ballots to all
        parties entitled to vote on the Plan, and give them time
        to consider the materials provided in the solicitation
        packages and return their ballots by the voting deadline.

Moreover, in connection with the proposed Plan, and concurrently
with the solicitation of votes, creditors will also have the
opportunity to exercise subscription rights as described in the
Plan, said Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham &
Taft LLP.

These are all necessary steps for the Debtors to continue on the
path to Plan confirmation and emerge within the timeframe
approved by the Court in a scheduling order, Mr. Zirinsky
explained.

                   About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  On Feb. 15, 2007, the Debtors
filed an Amended Plan & Disclosure Statement.  The hearing to
consider the adequacy of the Disclosure Statement has been
scheduled for March 26, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 61; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ORBITAL SCIENCES: Earns $7.8 Million in Quarter Ended December 31
-----------------------------------------------------------------
Orbital Sciences Corp. reported net income of $7.8 million on
revenues of $215.8 million for the fourth quarter ended
Dec. 31, 2006, compared with net income of $7.5 million on
revenues of $199.6 million for the same period in 2005.

The company's fourth quarter 2006 operating income rose 50% to
$20.4 million as compared to $13.6 million of operating income in
the comparable quarter in 2005.

The fourth quarter increase in revenues was primarily due to an
18% increase in satellites and space systems segment revenues,
driven by increased program activity on certain science and
technology satellites and a contract awarded in the third quarter
of 2006 to build and test a new Launch Abort System for NASA's
Orion Crew Exploration Vehicle.  Launch vehicles segment revenues
decreased 8% primarily due to lower revenues from the target
launch vehicle product line.  Transportation management systems
segment revenues increased 61% in the quarter, largely driven by
work on several new contracts started in late 2005 and early 2006.

For the full year, Orbital reported net income of $34.9 million on
revenues of $802.8 million in 2006, compared with net income of
$27.8 million on revenues of $703.5 million in 2005.  Operating
income was $67.9 million in 2006, up 29% as compared to
$52.5 million in 2005.

The 2006 increase in revenues was primarily due to a 32% increase
in satellites and space systems segment revenues that was driven
by growth in the communications satellites product line.

Commenting on Orbital's financial results, Mr. David W. Thompson,
chairman and chief executive officer, said, "With exceptionally
strong fourth quarter results, Orbital completed an outstanding
year in 2006.  The company's commercial satellite business
generated strong revenue growth and significantly higher operating
profit margins as compared to last year.  Our missile defense
programs also continued to post solid results, as did the other
products in our launch vehicles segment.  In addition, we
completed a long-term debt refinancing late in 2006, enhancing our
capital structure and significantly reducing future interest
costs.  We also expect these positive operational and financial
trends to continue in 2007, as we add human space exploration
projects as a new contributor to revenue growth and profitability
for the company."

Orbital reported operating income of $67.9 million for the full
year 2006, up 29% over 2005.  This increase was due to
significantly higher operating income in the satellites and space
systems segment, primarily attributable to higher operating
results in the communications satellites product line, driven by
substantial growth in contract activity as well as cost reductions
and profit margin improvements on certain contracts.  Operating
income in the launch vehicles segment declined slightly, while
transportation management systems segment operating income
increased due to an increased level of contract activity in 2006.

In December 2006 the company recorded a $10.4 million pretax debt
extinguishment charge related to the repurchase of notes payable.
In addition, the company recorded a $1.6 million gain in the
fourth quarter of 2006 in connection with the liquidation of an
investment that had been fully written off several years ago.

At Dec. 31, 2006, the company's balance sheet showed
$744.5 million in total assets, $350.2 million in total
liabilities, and $394.3 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?1b7e

                 Senior Subordinated Notes Due 2027

In December 2006 the company issued $143.8 million of 2.4375%
convertible senior subordinated notes due in 2027.  The proceeds
from the sale of the notes, together with cash on hand, were used
to repurchase $125.9 million of the previously outstanding
principal amount of its 9% senior notes due in 2011 and to
repurchase 2.7 million shares of the company's common stock at a
price of $18.83 per share, for a total of $50 million.

                       Operational Highlights

"For the year as a whole, Orbital carried out 16 major launch
vehicle and space system missions and 18 smaller sounding rocket
and missile target launches.  The company also delivered 13
additional rockets, satellites and other space systems for future
deployments," said Mr. Thompson.  "These highly successful
operations increased our record to 63 consecutive successful major
space missions since 2002 and boosted our record to 149 successes
out of 151 major space missions during the past ten years," Mr.
Thompson added.

Orbital Sciences Corp. (NYSE: ORB) -- http://www.orbital.com/--  
develops and manufactures small rockets and space systems for
commercial, military and civil government customers.  The
company's primary products are satellites and launch vehicles,
including low-orbit, geosynchronous-orbit and planetary spacecraft
for communications, remote sensing, scientific and defense
missions; ground- and air-launched rockets that deliver satellites
into orbit; and missile defense systems that are used as
interceptor and target vehicles.  Orbital also offers space-
related technical services to government agencies and develops and
builds satellite-based transportation management systems for
public transit agencies and private vehicle fleet operators.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Orbital Sciences Corp.'s $143.8 million 2.4375% convertible
subordinated notes due in 2027.


PACIFIC LUMBER: Panel Balks at Scopac's Language of Proposed Order
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pacific Lumber
and its debtor-affiliates' bankruptcy cases objects to the form of
the final cash collateral order proposed by Scotia Pacific Company
LLC to the extent that this language is included:

   "Scopac's right to challenge the composition or the
   applicability of the (Creditors) Committee are hereby
   reserved."

John D. Fiero, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in San Francisco, California, argues that the
language does not belong in a Court order and it has nothing to
do with the issue of cash collateral.

The Committee also notes it has not been provided with a budget
on Scopac's use of cash collateral.

As reported in the Troubled Company Reporter on March 9, 2007,
Scotia Pacific Company LLC asked the United States Bankruptcy
Court for the Southern District of Texas, Corpus Christi Division,
to:

   (a) direct the Indenture Trustee to release funds in the
       Scheduled Amortization Reserve Account to it pursuant to
       Section 543 of the Bankruptcy Code on an "as needed
       basis," up to $10,000,000, without further Court order; or

   (b) authorize it to use Cash Collateral, including the funds
       in the SAR Account, up to $10,000,000, pursuant to a
       final order, as long as the Indenture Trustee and all
       entities asserting a lien or interest in the Scopac's
       assets are adequately protected;

   (c) authorize it to use Cash Collateral on a further interim
       basis to allow it sufficient time to obtain a DIP
       postpetition.

Kathryn A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, asserted that Scopac is entitled to the turnover of the
funds for these reasons:

   -- The funds held in the SAR Account are property of Scopac's
      bankruptcy estate.  At most, the Indenture Trustee can
      claim a lien on the funds in the SAR Account;

   -- The terms of the Indenture entitle Scopac to receive the
      entire amount of the funds in the SAR Account free and
      clear of liens; and

   -- The Indenture Trustee, as custodian of the funds, is
      required to turn over the funds to Scopac's estate pursuant
      to Section 543 of the Bankruptcy Code, and the Indenture
      Trustee is not entitled to adequate protection.

As reported in the Troubled Company Reporter on Feb. 28, 2007, the
Official Committee of Unsecured Creditors asked Judge Richard
S. Schmidt to deny approval of the proposed third Interim Order,
pointing out that:

   (a) the proposed Interim Order does not contemplate
       Scopac sharing budget and other information with the
       Committee in the same fashion as it is to be shared with
       other interested parties; and

   (b) there is no reason why Scopac should pay the Indenture
       Trustee's fees and expenses pending the Court's
       determination that the bondholders are oversecured

               BofA & BoNY Oppose Release of SAR Funds

1. Bank of America

Bank of America, N.A., as agent under the Credit Agreement dated
July 20, 1998, by and between Scotia Pacific Company LLC, BofA
and certain financial institution, is hopeful that it will reach
-- and believes it will obtain -- an agreement with Scopac on the
use of cash collateral, according to Brian M. Metcalf, Esq., at
O'Melveny & Myers LLP, in Los Angeles, California.

BofA does not oppose a reasonable extension of the interim use of
cash collateral provided that there is a reasonable budget and
order which is similar to the three prior Court-approved interim
cash collateral orders.

BofA also does not oppose to a permanent cash collateral order
upon a reasonable budget and terms.  However, BofA says it yet
has to receive a budget proposal.

BofA, however, wants to address Scopac's Supplemental Cash
Collateral Motion.  BofA asserts that:

   1. The Indenture Trustee is not a "custodian" under the
      Bankruptcy Code.  The Indenture Trustee did not take
      possession of funds in the SAR Account to enforce a lien --
      it took possession of them in order to perfect the lien.

   2. Scopac must provide adequate protection to the secured
      parties if it retains the funds in the SAR Account.  Even
      if the Indenture Trustee was a "custodian," turnover could
      only be required upon provision of adequate protection.

   3. Scopac misconstrues Section 5.12 of the Indenture.  The
      Debtor seems to suggest that Section 5.12 means that, while
      the Indenture Trustee is granted cash collateral to hold,
      the one occasion in which it must be given up without
      compensation is upon a bankruptcy filing by the Debtor, Mr.
      Metcalf notes.

"(Moreover,) it is inappropriate and unprecedented to grant the
non-consensual use of cash collateral on a final basis where
there is no budget and the request has been made on a mere three
days' notice," Mr. Metcalf says.

Scopac's demand for turnover of the funds in the SAR Account
involves requests for declaratory relief that require the
commencement of an adversary proceeding, Mr. Metcalf adds.

2. Bank of New York Trust

The Bank of New York Trust Company, N.A., indenture trustee and
collateral agent, disagrees with Scopac's interpretation of the
Indenture.

BoNY Trust maintains that Section 5.1(a) of the Indenture only
entitles Scopac to receive all of the funds in the SAR Account
after required payments have been made in accordance with the
terms of the Timber Notes and the Indenture or sufficient funds
are reserved to make the payments required to the Noteholders.

Matthew R. Reed, Esq., at Thompson & Knight LLP, in New York,
points out that the Supplemental Cash Collateral Motion raises
issues of valuation of the collateral securing Scopac's
obligations under the Timber Notes.  "This is an extremely
important issue to the (Indenture) Trustee and the holders of the
Timber Notes, because if the Timber Notes are undersecured, there
would be significant risk in allowing funds to be released from
the reserve account as requested by Scopac."

Thus, BoNY Trust objects to any ruling on the Supplemental Motion
in favor of Scopac, absent the procedural safeguards afforded to
litigants, including the opportunity to fully respond, develop
the evidence, and conduct discovery as may prove to be necessary
under the circumstances.

Moreover, BoNY Trust opposes Scopac's use of cash collateral at
this time, as Scopac still has not provided the Indenture Trustee
with a budget proposal relating to Scopac's funding requirements.

          Collateral Package Not Proposed in Good Faith,
                           Scopac Says

Kathryn A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, notes that the Ad Hoc Committee of Timber Noteholders has
asked the Court to approve a self-styled postpetition financing
proposal -- the Collateral Package -- on Scotia Pacific Company
LLC without the Debtor's consent.

"The Collateral Package is clearly not a good faith proposal for
postpetition financing," Ms. Coleman argues.  Rather, the
Noteholder Committee proposes to "lend" Scopac its own cash, in
complete violation of Section 363 of the Bankruptcy Code.

Moreover, the terms of the Collateral Package are not
commercially reasonable, Ms. Coleman adds.  The Collateral
Package, if granted, would replace the indenture trustee without
Scopac's consent, in violation of the Indenture.  The Collateral
Package would also authorize payment of the Noteholder
Committee's professional fees incurred postpetition, Ms. Coleman
avers.

The Collateral Package would effectively prejudge a number of
significant issues with regard to the administration of Scopac's
bankruptcy estate, Ms. Coleman contends:

   1. It would require Scopac to use postpetition funds to pay
      administrative expenses of a secured creditor and would not
      allow either Scopac or the Official Committee of Unsecured
      Creditors to recover the payments if they are proved
      unreasonable or unwarranted.

   2. It does not truly provide cash availability, because it
      defines as "Financing Funds" all postpetition revenues and
      all cash on hand.

   3. For every dollar that Scopac spends postpetition, the
      Collateral Package would increase the size of the
      Noteholders' postpetition claim on a dollar-for-dollar
      basis.

Scopac is a cash positive business, with positive cash flow and
more than sufficient cash in the SAR Account to fund its
reorganization, Ms. Coleman maintains.  Scopac maintains that if
granted access to a small portion of the SAR Account as cash
collateral, it does not need postpetition financing.

Nevertheless, Scopac seeks the Court's permission to pay work
fees for a postpetition financing package in the event the Court
does not enter a final order on Scopac's continued use of cash
collateral.

Scopac also maintains that it properly brought its request by
motion as it does not challenge the validity or extend of the
liens on the funds presently in the SAR Account.  Scopac has been
willing from the outset to recognize the validity and extent of
those liens, Ms. Coleman tells the Court.

The Indenture, however, provides that Scopac can use the funds in
the SAR Account notwithstanding those liens, Ms. Coleman avers.
"This is not a question of the propriety of liens, but rather
whether a contractual restriction on the use of property of the
estate is valid."

        Supplemental Motion is Warranted, Scopac Insists

Scopac concedes that in its Supplemental Cash Collateral Motion,
it introduced evidence of the terms that the Noteholder Committee
were proposing for the use of cash collateral.

Ms. Coleman argues the Noteholder Committee's Motion to Strike
the Supplemental Motion fails for two simple reasons:

   1. Rule 408 of the Federal Rules of Evidence bars admission of
      settlement evidence only when offered on the issue of a
      claim's validity or amount; and

   2. Scopac has offered section of the Noteholder Committee's
      proposed order for a different purpose.

Ms. Coleman says that Scopac has offered the challenged evidence
solely for the purpose of showing the Noteholder Committee's
motive of securing an improper advantage over other creditors as
demonstrated by the unreasonable demands placed on the continued
use of Cash Collateral.

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. 8, http://bankrupt.com/newsstand/or
215/945-7000).


PAYTON CONSTRUCTION: Files for Bankruptcy in Massachusetts
----------------------------------------------------------
Payton Construction Corporation filed for chapter 11 protection
Friday with the U.S. Bankruptcy Court for the District of
Massachusetts.

The filing was a result of a failed foray into the residential
market, Scott Van Voorhis of the Boston Herald reports.

Mr. Voorhis relates that the company accepted residential projects
which included a pair of South End condo complexes.  Final costs
however were higher than expected resulting in a $15 million loss
for the company, Mr. Voorhis further relates citing Peter J.
Haley, Esq., at Gordon Haley LLP, Payton Construction's attorney.

Mr. Voorhis reports that the company still has a strong base in
the commercial office market and quotes company officials as
saying the Payton will emerge from bankruptcy as a formidable
player.


PAYTON CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Payton Construction Corporation
        273 Summer Street
        Boston, MA 02210

Bankruptcy Case No.: 07-11522

Type of Business: The Debtor provides personal professional
                  construction services to owners and architects.
                  See http://www.payton-construction.com/

Chapter 11 Petition Date: March 16, 2007

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Leslie F. Su, Esq.
                  Peter J. Haley, Esq.
                  Gordon Haley LLP
                  101 Federal Street
                  Boston, MA 02110
                  Tel: (617) 261-0100

Estimated Assets: More than $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sullivan & McLaughlin Co      Trade debt              $4,322,259
Inc.
774 Lawley Street
Boston, MA 02122

MJ Flaherty Company           Trade debt              $2,490,672
One gateway Center
Newton, MA 02458-2804

JC Cannistraro LLC            Trade debt              $2,386,919
P.O. Box 413
Watertown, MA 02471

ITR Drywall, Inc.             Trade debt              $2,231,845
174 Avenue C
Williston, VT 05495

New England Finish Company    Trade debt              $2,187,912
One Delaware Drive
Salem, NH 03079

Boston Light Electric         Trade debt              $2,151,998
Contractors, Inc.
100 Sagamore Street
Quincy, MA 02171

Walsh Mechanical Contractors  Trade debt              $2,121,108
380 North Avenue
Abington, MA 02351

Industries Canatal, Inc.      Trade debt              $1,847,371
2885, Boul Frontenac Est
Thetford Mines
Quebec Canada G6G 6P6

Allegheny Contract Flooring   Trade debt              $1,550,264
36 Holton Street
Winchester, MA 01890

AA Will Corporation           Trade debt              $1,543,913
145 island Street
Stoughton, MA 02072

Cheviot Corporation           Trade debt              $1,452,927
55 Fourth Avenue
Needham Heights, MA 02494

Pinnacle Piping & Service     Trade debt              $1,218,368
392 Libbey Industrial Parkway
Weymouth, MA 02189

Maiuri Electrical Corp.       Trade debt                $953,220
100 Ferncroft Road, Suite 211
Danvers, MA 01923-4028

Cox Engineering               Trade debt                $931,811
35 Industrial Avenue
Canton, MA 02021

ML McDonald Companies         Trade debt                $922,416
50 Oakland Street
P.O. Box 315
Watertown, MA 02471

SOS Corporation               Trade debt                $905,461
331 West Street
Milford, MA 01757

Kennedy Mechanical Inc.       Trade debt                $866,673
271 Salem Street, Unit H
Woburn, MA 01801

Curry Woodworking, Inc.       Trade debt                $840,386
61 Strafello Road
Avon, MA 02322

S&F Concrete Contractors      Trade debt                $811,229
Inc.
166 Central Street
P.O. Box 427
Hudson, MA 01749

Butler Architectural          Trade debt                $789,973
Woodworks
220 Theodore H. Rice Blvd.
New Bedford, MA 02745


PEACHTREE FRANCHISE: Fitch Holds Junk Rating on Three Note Classes
------------------------------------------------------------------
Fitch affirms Peachtree Franchise Loan Notes, Series 1999-A:

    -- Classes A-X and A-1 affirmed at 'BBB+';
    -- Class A-2 affirmed at 'BBB';
    -- Class B affirmed at 'B/DR1';
    -- Class C remains at 'CC/DR5';
    -- Classes D and E remain at 'C/DR6'.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to be consistent with Fitch's previous review resulting in
the affirmation of the current ratings.


PHELPS DODGE: DBRS Downgrades Rating on Senior Notes to BB (low)
----------------------------------------------------------------
Dominion Bond Rating Service downgraded the rating of Freeport-
McMoRan Copper & Gold Inc.'s Senior Unsecured Notes to B (high)
from BB (low) after the announcement by the company on Mar. 14,
2007 that shareholders of Freeport and Phelps Dodge Corporation
have approved Freeport's $25.9 billion acquisition of Phelps.  The
trend is Stable.  DBRS downgraded the rating on Phelps' Senior
Unsecured Notes to BB (low) from BBB.  The trend is Stable.

New rating action:

Freeport-McMoRan

   Revolving Credit Facility BB(high)
   Term Loan A & B BB(high)
   Senior Secured Notes BB(high)
   Issuer Rating BB
   Senior Unsecured Notes B(high)
   cross-guarantees Senior Secured Notes BB(high)

Phelps Dodge

   Issuer Rating BB
   Senior Unsecured Notes BB(low)

DBRS is assigning to Freeport's Revolving Credit Facility, Term
Loan A & B and Senior Secured Notes ratings of BB (high) and an
Issuer rating of BB.  The trends are Stable.  DBRS is assigning
to Phelp's Senior Secured Notes a rating of BB (high) and an
Issuer Rating of BB.  The trends are Stable.  The ratings
recognize the combined companies' strengthened business profile.
However, DBRS notes this has been partially offset by the
weakening of the financial profile.  The transaction is expected
to close on Mar. 19, 2007. With these rating actions, Freeport
is removed from Under Review with Developing Implications and
Phelps is removed from Under Review with Negative Implications -
where they were placed on Nov. 20, 2006.

The acquisition strengthens the business profile of New
Freeport as it benefits from additional metal production,
additional operating assets, geographic diversification, scale,
additional reserves and development potential.  Stand-alone
Freeport is currently a one-mine company -- with its mining asset
located in Indonesia.  With the acquisition of Phelps, New
Freeport will operate 11 mines, thus reducing mine operational
risks substantially.  New Freeport will have operating mines in
four countries and a large development project.  Pro forma 2006
revenue by geography was 35% in the United States, 38% in
Indonesia, 22% in Chile and 5% in Peru. With approximately
3.6 billion pounds of copper production in 2006, New Freeport
would be the secondlargest copper producer in the world -- behind
state-owned Corporacion Nacional del Cobre de Chile -- and the
largest publicly traded copper mining company in the world.
Phelp's Tenke Fungurume development project, which is located in
the Democratic Republic of Congo, is believed to be one of the
largest undeveloped, high-grade copper/cobalt projects in the
world today.  The political risk profile of New Freeport is
reduced as mine production from Indonesia will be reduced from
100% for stand-alone Freeport to approximately 40% for New
Freeport.

However, DBRS also notes that the acquisition weakens the
financial profile of New Freeport as its leverage increases
substantially.  Pro forma total debt for New Freeport is
$17.6 billion, as at Dec. 31, 2006.  New Freeport's pro forma
per cent gross debt-to-capital is 63%, up from 22% for stand-alone
Freeport, as at Dec. 31, 2006.  New Freeport's pro forma cash
flow-to-total debt is approximately 0.4x, down from 2.6x for
stand-alone Freeport, for the 12 months ended Dec. 31, 2006.

Freeport is financing the acquisition with a five-year
$1.5 billion revolving credit facility, a five-year $2.5 billion
senior secured Term Loan A, aseven-year $7.5 billion senior
secured Term Loan B, eight-year senior unsecured notes and
ten-year senior unsecured notes.

DBRS notes that New Freeport will become the largest mining
company in North America by market capitalization.  For more
information on Freeport, please see DBRS's press release published
on November 20, 2006 and rating report published on April 26,
2006.


PPL CORP: S&P Rates Unit's Proposed Subordinated Notes at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
PPL Corp. subsidiary PPL Capital Funding Inc.'s proposed junior
subordinated series A notes due 2067.

The company has indicated that it may issue notes for
approximately $400 million.

The company will use the proceeds to retire $280 million of PPL
Capital Funding's medium term notes due June 2007, and for PPL
generation subsidiary PPL Energy Supply LLC's general corporate
purposes, including expenses related to the installation of
pollution control equipment.

The ratings on PPL primarily reflect the business and financial
risk profiles of PPL Energy Supply supplemented by the credit
profiles of PPL Gas Utilities Corp. and certain investments in
Latin American transmission and distribution companies.  The
business risk profile of PPL Energy Supply is weak, driven by its
merchant exposure.

The stable outlook on PPL reflects continuing strong operating
performance and expectations for some improvement in the financial
risk profile.


R.H. DONNELLY: Fitch Affirms B+ Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has published a credit analysis for R.H. Donnelly
Corp. (NYSE: RHD) and its subsidiaries, providing an in-depth
analysis of the company's covenant protections and recovery
prospects in the event of default.

Fitch Ratings affirmed RHD's issuer default rating at 'B+' and
upgraded the ratings on several securities within RHD's capital
structure on March 6, 2007. Fitch also upgraded Dex Media West,
Inc.'s senior unsecured notes to 'B' from 'B-'.

The upgrades reflect Fitch's expectations regarding enhanced
recovery prospects for those securities.  The Rating Outlook is
Stable.

The secured lenders to RHDI, DXMW and Dex Media East, Inc. have a
strong covenant package, as expected for leveraged loan facilities
of this size.  The facilities contain financial covenants, change
of control provisions, additional debt restrictions, limitation on
asset sales, restricted payments tests, limitation on liens,
cross-default and mandatory prepayments among other protections.


RESORTS INT'L: Notes Redemption Cues S&P to Withdraw Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Resorts
International Hotel and Casino Inc., following the defeasement and
redemption of the company's $180 million 11.5% first mortgage
notes.

Ratings List

Ratings Withdrawn

Resorts International Hotel and Casino Inc.

                           To        From

Corporate Credit Rating   NR        CCC/Negative/--
First Mortgage Notes      NR        CCC


RICHARD YOUNIE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard Wayne Younie
        4322 Keith Lane
        Chico, CA 95973

Bankruptcy Case No.: 07-21553

Chapter 11 Petition Date: March 8, 2007

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Frederick H. Schill, Esq.
                  2068 Talbert Drive, Suite 300
                  Chico, CA 95928
                  Tel: (530) 891-5400

Total Assets: $1,102,654

Total Debts:  $1,139,454

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chad Allread                     personal loan         $175,000
984 Nantucket Court
San Jose, CA 95126

Nikki McMains                    loans                 $120,000
30 Manon Lane
Oroville, CA 95965

Fremont Investment & Loan        residential real       $86,950
P.O. Box 19030                   property located at   (380,000
San Bernardino, CA 92423-9030    4322 Keith Lane,      secured)
                                 Chico, Butte County,  (347,390
                                 California: A.P.        senior
                                 No. 047-300-067.         lien)
                                 Property is owned as
                                 a joint tenant

Citibank                         consumer purchases     $32,687

Randy Bakke                      attorney's fees         $7,000

John Leighton                    personal loan           $6,500

Les Hait                         attorney's fees         $6,500

Robert R. Peacher                shop rent               $5,000

David W. Matson, C.P.A.          tax preparation         $3,204

Denny Forland                    attorney's fees         $3,000

Washington Mutual/Providian      consumer purchases      $1,563

Ronald E. Stewart                attorney's fees         $1,500

Clear Channel Communications                             $1,037

Capital One Services             consumer purchases        $927

Brake Parts Supply               auto parts                $650

Butte County Tax Collector       residential real          $640
                                 property located at   (380,000
                                 4322 Keith Lane,      secured)
                                 Chico, Butte County,  (434,340
                                 California: A.P.        senior
                                 No. 047-300-067.         lien)
                                 Property is owned as
                                 a joint tenant wit

Bank of America                  consumer purchases        $500

Riebes Auto Parts                auto parts                $533

Joseph M. Matthews, M.D.         medical services          $403

Story Heating & Air              heater/air conditioner    $350


ROBERT HEMMER: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert Alan Hemmer
        14924 Cub Run Park Drive
        Centreville, VA 20120

Bankruptcy Case No.: 07-10586

Chapter 11 Petition Date: March 14, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: John L. Lilly, Jr.
                  10195 Main Street, Suite I
                  Fairfax, VA 22031
                  Tel: (571) 432-0300
                  Fax: (571) 432-0301

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Indymac Bank                             $1,219,920
1 National City Parkway
Kalamazoo, MI 49009

SLS                                        $190,000
8742 Lucent Boulevard, Suite 300
Highlands Ranch, CO 80129

Chase Manhattan Manufacturing              $147,602
3415 Vision Drive
Columbus, OH 43219

Resource Bank                              $106,000
8730 Stong Poing Parkway, Suite 140
Chloe, WV 25235-0000

Mason Dixon Funding                         $45,000
c/o Draper & Goldberg
803 Sycolin Road, Suite 803
Leesburg, VA 20175

Suntrust Bank                               $23,806

FIA Card Services                           $23,398

FIA CSNA                                    $21,098

BOA-Hemmer Consulting Services              $16,307

Discover Financial                          $13,393

Chase                                       $11,091

Lowe's                                       $6,904

Bank of America                              $5,824

Master Card                                  $5,800

Hale, Carlson, Penn, PLC                     $3,100

Jabour & Randolph                            $2,750

Macy's                                       $2,499

Commerce Bank N.A.                           $1,743


RTF INTERNATIONAL: Chapter 15 Petition Summary
----------------------------------------------
Petitioner: Groupe Thibault Van Houtte & Assoc
            1010 Sherbrooke Street West, Suite 300
            Montreal Quebec, H3A 2R7
            Canada

Debtor: RTF International, Inc.

Case No.: 07-20507

Type of Business: RTF International was incorporated and
                  registered as company under the laws of
                  Canada around 1999.  In or about June 2006,
                  Honeywell International, Inc., commenced
                  litigation against RTF in the District Court
                  of Johnson County, Kansas.

                  Honeywell also commenced similar litigation
                  against RTF in the U.S. District Court for
                  the Southern District of New York and in a
                  Canadian court.  Due to the specter of
                  criminal prosecution, RTF's owner and
                  officer, Stefan Gillier, has not actively
                  participated in the Honeywell Litigation
                  (specifically, Case No. 06CV04628, which is
                  pending before Judge Leben of the district
                  court of Johnson County, Kansas).

                  The default judgment, as to liability only,
                  was entered against RTF in the Kansas state
                  court lawsuit.

                  Groupe Thibault claims that Honeywell is now
                  attempting to obtain a damage award, also by
                  default judgment, against RTF in  the Kansas
                  state court lawsuit.  If it prevails,
                  Honeywell will attach and seize substantially
                  all of RTF' assets.  Thus, the Honeywell
                  Litigation presents an immediate and
                  significant threat to RTF's financial
                  viability.


                  To preserve its assets and to ensure a fair
                  and orderly distribution to creditors, on
                  Feb. 23, 2007, RTF commenced a Foreign
                  Proceeding under the bankruptcy laws of
                  Canada.  A first meeting of creditors in the
                  Foreign Proceeding was set for March 15,
                  2007, in Canada.  On the same date, an
                  individual bankruptcy proceeding was
                  commenced in Canada for Stefan Gillier, the
                  owner and officer of RTF.  Groupe Thibault is
                  also the acting trustee for the individual
                  case of Stefan Gillier.

                  Groupe Thibault says that it filed the
                  chapter 15 petition in order to investigate
                  and analyze the assets and liabilities of RTF
                  and propose an orderly and fair distribution
                  of said assets to the various creditors.

                  To accomplish these goals, Groupe Thibault
                  says that it is imperative that Honeywell not
                  be allowed to attach and seize RTF's assets.

Chapter 15 Petition Date: March 14, 2007

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Petitioner's Counsel: Carl R. Clark, Esq.
                      Lentz & Clark, P.A.
                      9260 Glenwood
                      P.O. Box 12167
                      Overland Park, KS 66282-2167
                      Tel: (913) 648-0600

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


SALOMON BROTHERS: Moody's Holds Low-Ratings on Six Cert. Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes
and affirmed the ratings of 11 classes of Salomon Brothers
Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-KEY2 as:

  - Class A-2, $293,389,049, Fixed, affirmed at Aaa
  - Class A-3, $252,265,000, Fixed, affirmed at Aaa
  - Class X-1, Notional, affirmed at Aaa
  - Class X-2, Notional, affirmed at Aaa
  - Class B, $39,643,000, Fixed, upgraded to Aaa from Aa1
  - Class C, $9,327,000, Fixed, upgraded to Aaa from Aa2
  - Class D, $9,328,000, Fixed, upgraded to Aaa from Aa3
  - Class E, $13,991,000, Fixed, upgraded to Aa3 from A2
  - Class F, $9,328,000, Fixed, upgraded to A1 from A3
  - Class H, $6,996,000, Fixed, upgraded to A2 from Baa1
  - Class J, $13,992,000, Fixed, upgraded to Baa1 from Baa2
  - Class K, $9,327,000, Fixed, affirmed at Baa3
  - Class L, $13,991,000, Fixed, affirmed at Ba1
  - Class M, $9,328,000, Fixed, affirmed at Ba2
  - Class N, $4,663,000, Fixed, affirmed at Ba3
  - Class P, $2,332,000, Fixed, affirmed at B1
  - Class Q, $6,996,000, Fixed, affirmed at B2
  - Class S, $6,996,000, Fixed, affirmed at B3

As of the February 20, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 23.8%
to $710.8 million from $932.8 million at securitization.  The
Certificates are collateralized by 61 mortgage loans ranging in
size from less than 1.0% to 10.5% of the pool, with the top 10
loans representing 45.5% of the pool.  The pool includes three
shadow rated loans, representing 28.2% of the pool.  Eight loans,
representing 14.6% of the pool, have defeased and are secured by
U.S. Government securities.

One loan has been liquidated from the pool, resulting in a
realized loss of approximately $2.7 million.  One loan,
representing less than 1.0% of the pool, was recently transferred
into special servicing.  Moody's is not estimating a loss for this
loan at this time.  Ten loans, representing 13.6% of the pool, are
on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for approximately 95.0% and 100.0%,
respectively, of the pool.  Moody's loan to value ratio ("LTV")
for the conduit component is 84.2%, compared to 86.6% at Moody's
last full review in December 2005 and compared to 90.1% at
securitization.  Moody's is upgrading Classes B, C, D, E, F, H and
J due to increased credit support, stable overall pool performance
and defeasance.

The largest shadow rated loan is the Westfarms Mall Loan ($74.5
million -- 10.5%), which represents a 50.0% participation interest
in a $149.0 million first mortgage loan.  The loan is secured by
the borrower's interest in a 1.3 million square foot super-
regional mall located eight miles west of Hartford in Farmington,
Connecticut.  The property is anchored by Filene's (two stores),
J.C. Penney, Lord & Taylor and Nordstrom and contains
approximately 520,000 square feet of in-line GLA.  As of September
2006 the in-line space was 96.4% occupied, compared to 98.2% at
last review.  The loan sponsor is Taubman Centers Inc., a publicly
traded REIT.  The property is also encumbered by a B Note, which
is held outside the trust.  Moody's current shadow rating is Aa3,
the same as at last review.

The second shadow rated loan is the Westgate Mall Loan
($51.6 million -- 7.3%), which is secured by the borrower's
interest in a 1.1 million square foot regional mall located in
Spartanburg, South Carolina.  The property is anchored by Sears,
Belk, Dillard's and J.C. Penney and contains approximately 315,500
square feet of in-line GLA and a 23,300 square foot eight-screen
movie theater.  At securitization the center had a fifth anchor,
Profitt's. However this tenant vacated the mall at the end of
2005.  As of June 2006 the in-line space was 91.5% occupied,
compared to 94.0% at last review.  The property's performance has
declined since last review due to a decline in rental income and
increased operating expenses.  The loan amortizes on a 25-year
schedule and has amortized by approximately 8.3% since
securitization.  The loan sponsor is CBL & Associates Properties,
a publicly traded REIT. M oody's current shadow rating is Ba3,
compared to Baa3 at last review.

The third shadow rated loan is the Jefferson Mall Loan ($42.7
million -- 5.8%), which is secured by the borrower's interest in a
875,000 square foot regional mall located in suburban Louisville,
Kentucky.  The property is anchored by Sears, Macy's, J.C. Penney
and Dillard's.  All the anchors own their own land and
improvements.  Loan collateral consists of 270,000 square feet of
in-line space.  As of June 2006 the in-line space was 94.0%
occupied, compared to 91.0% at last review.  The loan amortizes on
a 25-year schedule and has amortized by approximately 8.3% since
securitization.  The loan sponsor is CBL & Associates Properties.
Moody's current shadow rating is Baa2, the same as at last review.

The fourth shadow rated loan is the Regency Mall Loan
($32.6 million -- 4.6%), which is secured by the borrower's
interest in a 924,000 square foot regional mall located in Racine,
Wisconsin.  The property is anchored by J.C. Penney, Boston Store,
Steve & Barry's, Sears and Target.  All the anchors own their
respective land and improvements.  Loan collateral consists of
269,000 square feet of in-line space. As of June 2006 the in-line
space was 82.5% occupied, compared to 83.6% at last review.  The
loan amortizes on a 25-year schedule and has amortized by
approximately 8.3% since securitization.  The loan sponsor is CBL
& Associates Properties. Moody's current shadow rating is Ba1, the
same as at securitization.

The top three conduit exposures represent 12.2% of the outstanding
pool balance.  The largest conduit exposure is the Northland
Multifamily Portfolio Loan ($38.5 million - 5.4%), which consists
of four cross collateralized loans secured by five Class B garden
style apartment complexes totaling 1,056 units. The properties are
located in Florida (3) and Texas (2).  As of September 2006 the
portfolio was 98.0% occupied, compared to 95.0% at last review.
Moody's LTV is 84.9%, compared to 87.3% at last review.

The second largest conduit exposure is the Columbia MHP Portfolio
Loan ($31.3 million -- 4.4%), which is secured by two mobile home
parks totaling 1,210 pads and a 29,000 square foot unanchored
retail center.  All of the properties are located in suburban
Cleveland, Ohio.  The financial performance of the portfolio has
improved since last review due to the improved occupancy of the
retail property.  That property is 92.6% occupied, compared to
73.5% at last review.  Moody's LTV is 88.3%, compared to in excess
of 100.0% at last review.

The third largest conduit exposure is the Berlin Circle Plaza Loan
($19.0 million - 2.7%), which is secured by a 285,000 square foot
community shopping center located 15 miles southeast of
Philadelphia in West Berlin, New Jersey.  The property is 100.0%
leased, compared to 92.0% at securitization.  Anchors include Home
Depot (40.6% GLA; lease expiration January 2018) and Shop Rite
(22.9% GLA; lease expiration October 2007).  Moody's LTV is 88.3%,
compared to 90.7% at last review.

The pool's collateral is a mix of retail (47.7%), multifamily
(31.2%), U.S. Government securities (14.6%), industrial and self
storage (3.6%) and office and mixed use (2.9%).  The collateral
properties are located in 23 states.  The highest state
concentrations are Connecticut (12.3%), California (10.3%), South
Carolina (8.5%), Florida (8.3%) and Kentucky (7.4%). All of the
loans are fixed rate.


SASCO 2007-BHC1: Fitch Puts Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Fitch has assigned these ratings to SASCO 2007-BHC1 Trust:

    -- $350,912,000 class A-1 certificates due 2049 'AAA';

    -- $68,929,000 class A-2 certificates due 2049 'AAA';

    -- $501,303,000* class X interest-only certificates due 2049
       'AAA';

    -- $16,292,000 class B certificates due 2049 'AA+';

    -- $10,026,000 class C certificates due 2049 'AA';

    -- $3,133,000 class D certificates due 2049 'AA-';

    -- $8,146,000 class E certificates due 2049 'A+';

    -- $5,013,000 class F certificates due 2049 'A';

    -- $6,266,000 class G certificates due 2049 'A-';

    -- $8,146,000 class H certificates due 2049 'BBB+';

    -- $4,386,000 class J certificates due 2049 'BBB';

    -- $5,013,000 class K certificates due 2049 'BBB-';

    -- $3,759,000 class L certificates due 2049 'BB+';

    -- $1,253,000 class M certificates due 2049 'BB';

    -- $1,253,000 class N certificates due 2049 'BB-';

    -- $2,506,000 class P certificates due 2049 'B+';

    -- $1,253,000 class Q certificates due 2049 'B';

    -- $1,253,000 class S certificates due 2049 'B-';

                     * Notional Amount


SECOND BRIDGE: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Second Bridge, L.L.C.
        1126 Rambling Oaks Drive
        Norman, OK 73072-4134

Bankruptcy Case No.: 07-10735

Chapter 11 Petition Date: March 14, 2007

Court: Western District of Oklahoma (Oklahoma City)

Judge: T.M. Weaver

Debtor's Counsel: Kenneth I. Jones, Esq.
                  Kenneth I. Jones, PC
                  P.O. Box 1534
                  Oklahoma City, OK 73101
                  Tel: (405) 843-4002
                  Fax: (405) 843-4439

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Riverside Financial Services  Loan                    $2,031,997
1126 Rambling Oaks Drive      Collateral:
Norman, OK 73072-4134         1,808,551
                              Unsecured:
                              233,445

Eagle Domestic Drilling, LLC  Litigation claim          $600,000
14550 Torrey Chase Boulevard
Suite 330
Houston, TX 77014-1018

Eagle Drilling, LLC           Trade debt                $185,000
1126 Rambling Oaks Drive
Norman, OK 73072-4134

Aviation Services Unlimited   Trade debt                 $74,677

American Jet Charter          Trade debt                 $21,042

Honeywell International Inc.  Trade debt                 $13,593

Advanced Avionics             Trade debt                  $2,943

AAR Aircraft Services- Okla.  Trade debt                    $750

Tim's Wash And Wax            Trade debt                    $400


SOLOMON DWEK: Organizational Meeting Scheduled on March 26
----------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Solomon Dwek and his debtor-affiliates'
chapter 11 case at 11:00 a.m., on March 26, 2007, at Courtroom 4,
2nd Floor, at the U.S. Bankruptcy Court, 402 East State Street, in
Trenton, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

                       About Solomon Dwek

Rabbi Solomon Dwek was arrested on 2006 on charges of defrauding
PNC Bank, N.A. and misappropriating bank funds of approximately
$50 million.  Creditors PNC Financial Services Group Inc.,
subsidiary of PNC Bank N.A., Washington Mutual, Four Star
Builders, and Washington Mutual Bank sought liquidation of Solomon
Dwek's real estate company on Feb. 9, 2007 (Bankr. D. N.J. Case
No: 07-11757).

The U.S. Bankruptcy Court for the District of New Jersey has
converted Solomon Dwek's involuntary Chapter 7 liquidation case
into a Chapter 11 reorganization under the supervision of a
Chapter 11 trustee.  On February 28, 2007, his debtor-affiliates
also filed for Chapter 11 protection (Bankr. D. N.J. Case Nos. 07-
12794 through 07-12802).  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver LLP, represents the Debtors in their
restructuring efforts.


SONIC CORP: Securitized Company Debt Cues S&P to Withdraw Rating
----------------------------------------------------------------
Standard & Poor's Rating Services withdrew its 'BB-' corporate
credit rating on Sonic Corp. as all of the company's debt is
securitized.  The securitized debt was issued by Sonic
Capital LLC

The ratings on that securitized debt for class A-1 is 'AAA'
and class A-2 is 'AAA'.


SOS REALTY: Files Amended Joint Plan and Disclosure Statement
-------------------------------------------------------------
SOS Realty LLC delivered a Disclosure Statement relating to its
Amended Plan of Reorganization to the United States Bankruptcy
Court for the District of Massachusetts last week.

The Plan is jointly proposed by LBM Financial LLC, the Debtor's
postpetition lender.

The Debtor reports that as of March 12, 2007, it has completed
construction of the eight remaining unsold units in the Washington
Street building, and it is actively marketing those units for
sale.  The Debtor adds that it is approximately 70% complete with
the 24 unsold units in the Cheriton Street building, and expects
the construction to be fully completed in May 2007.

Eight of the remaining unsold units are designated as affordable
housing units and will be sold pursuant to an agreement between
the Debtor and the Boston Redevelopment Authority in May 2007.

The Plan contemplates the completion of the construction; sale of
the remaining unsold condominiums, with payment in full to the
holders of the first and second mortgages on the Real Property;
and payment to LBM Financial.  LBM Financial is providing a
$250,000 carveout from its entitlement to sale proceeds from the
sale of those units and parking spaces for the payment of claims,
including administrative, tax, priority claims and general
unsecured claims.

The Plan provides for payment in full to holders of Allowed
Administrative Expense Claims, Allowed Professional Fee Claims and
Allowed Priority Tax Claims from a Plan Fund.  The Plan Fund will
be funded by the $250,000 carveout and the proceeds of the
recovery of any causes of action, avoidance actions, and any other
assets of the Debtor other than the Debtor's real property and the
unsold condominium units and parking spaces.

The Debtor estimates that the allowed amount of Framingham
Cooperative's secured claim is at least $5,698,645; and LBM
Financial's postpetition secured claim is at least $2,065,327
while its prepetition secured claim is $2,536,993.

The estimated allowed amount of General Unsecured Claims range
from $1,100,000 to $1,700,000.

Holders of equity interests won't get anything under the Plan.

The Debtor estimates that the Carveout will be fully funded after
the sale of approximately eight of its unsold condominium units.
The Debtor estimates that the Plan Fund may provide for an
approximately 10% dividend on account of Allowed General Unsecured
Claims, depending entirely on certain circumstances, including the
outcome of objections to claims and prosecution of avoidance
actions.

The Plan will be funded through:

   (i) the completion and sale by the Debtor or the Reorganized
       Debtor, as the case may be, in the ordinary course of
       business, of the Unsold Units, the Unsold Parking Spaces
       and the Real Property,

  (ii) the Carveout, and

(iii) the prosecution, compromise or other liquidation of the
       Assets transferred to the Creditors' Trust, including the
       Causes of Action.

A Creditors' Trustee will be appointed to distribute payments to
holders of Allowed General Unsecured Claims.

The Creditors' Trustee will also have the authority to commence,
prosecute and compromise objections to Claims, Causes of Action
and Avoidance Actions; provided that, any compromise will be
subject to Bankruptcy Court approval.

The Real Property, Unsold Units and Unsold Parking Spaces will
vest in the Reorganized Debtor, which will be wholly owned by LBM
Financial as its sole shareholder.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?1b7c

Based in West Roxbury, Massachusetts, SOS Realty LLC owns a
condominium development known as the "Washington Grove
Condominiums."  The company filed for chapter 11 protection on May
11, 2006 (Bankr. D. Mass. Case No. 06-11381).  Jennifer L. Hertz,
Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been filed in the Debtor's case.  In its schedules
of assets and liabilities, it listed $12,009,000 in total assets
and $6,734,279 in total liabilities.


SPECIALTY UNDERWRITING: S&P Cuts Rating on Class B-2 Loan to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
B-1 and B-2 from Specialty Underwriting and Residential Finance
Trust Series 2003-BC2 to 'B' from 'BB-' and to 'BBB' from 'A',
respectively.  The ratings remain on CreditWatch, where
they were placed with negative implications Dec. 21, 2006.

The lowered ratings reflect deteriorating performance that has
allowed losses to outpace excess interest and erode available
credit support.  Cumulative losses total 1.68% of the original
pool balance ($4.7 million), while serious delinquencies (90-plus
days, foreclosure, and REO) total 16.42% of the current pool
balance ($5.4 million).  Currently, 11.61% ($33 million) of
the pool balance remains outstanding.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch negative. If losses
decline to a point at which they no longer outpace excess
interest, and the level of overcollateralization has not been
further eroded, S&P will affirm the ratings and remove them from
CreditWatch.  Conversely, if losses continue to outpace excess
interest, S&P will take further negative rating actions on these
classes.

      Ratings Lowered and Remain on Creditwatch Negative

     Specialty Underwriting and Residential Finance Trust
                        Series 2003-BC2

                                 Rating
                                 ------
                 Class     To                From
                 -----     --                ----
                 B-1       BBB/Watch Neg     A/Watch Neg
                 B-2       B/Watch Neg       BB-/Watch Neg


STANDARD PACIFIC: Moody's Cuts Corporate Family Rating to Ba3
-------------------------------------------------------------
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to Ba3 from Ba2, senior unsecured
notes to Ba3 from Ba2, senior subordinated notes to B2 from B1,
and speculative grade liquidity rating to SGL-3 from SGL-2.  The
company's outlook is stable.

In the context of Moody's ongoing review of the homebuilding
industry, the downgrade was prompted in large part by Moody's
expectation that conditions in the homebuilding industry will
remain very challenging throughout 2007 and concern that Standard
Pacific's covenant EBITDA in 2007 will decline significantly, thus
causing the headroom under the company's interest coverage
covenant to narrow considerably.  The covenant is currently set at
1.75 times and Moody's projects the company to come very close to
violating the covenant in the latter part of 2007.  The weakening
in the company's EBITDA in 2007 coupled with high inventory levels
will also adversely affect other credit metrics on which Moody's
focuses.  These metrics include gross margins, return on assets,
and cash flow.  While cash flow is expected to turn positive in
2007, which is the reason for the stable ratings outlook, it is
still negative for the trailing twelve month period, and the
positive cash flow generation expected in 2007 is largely back-end
loaded.

The SGL-3 rating indicates that the company's liquidity position
for the next 12 months is expected to be "adequate" as opposed to
the former SGL-2 rating that indicated "good" liquidity.  The SGL
rating takes into consideration internal and external liquidity,
covenant compliance, and the availability of alternate liquidity
sources.  In fiscal year 2006, the company's cash flow from
operations was negative $291 million.  For 2007, Moody's expects
the company to generate positive cash flow from operations as it
successfully reduces its inventory levels.  Standard Pacific has a
$1.1 billion unsecured revolving credit facility and at December
31, 2006, the borrowing capacity under the credit facility was
$747 million.  The company is expected to utilize its revolver
throughout most of 2007; however, the revolver balance is
projected to be paid down significantly by year-end 2007.

Going forward, factors that might stress the ratings and/or
outlook include:

    i) releveraging the balance sheet to 55% for longer than a
       brief period of time,

   ii) dropping below 1.5x interest coverage, as defined in the
       bank credit agreement, or

  iii) continuing to generate negative free cash flow on an LTM
       basis.

The ratings could be positively impacted if the company begins to
generate substantial positive free cash flow and if the headroom
under its interest coverage covenant were to widen.

These rating actions were taken:

    * Corporate family rating downgraded to Ba3 from Ba2;

    * Probability of default rating downgraded to Ba3 from Ba2;

    * Senior unsecured debt ratings downgraded to Ba3 from Ba2;

    * Senior subordinated debt rating downgraded to B2 from B1;

    * LGD (Loss-given-default) assessment and rate on the senior
      unsecured debt confirmed at LGD3, 49%;

    * LGD (Loss-given-default) assessment and rate on the
      subordinated debt confirmed at LGD6, 95%.

Headquartered in Irvine, California and begun in 1966, Standard
Pacific Corp. constructs and sells single-family attached and
detached homes, with homebuilding operations located in
California, Texas, Arizona, Colorado, Florida, North and South
Carolina, and Nevada.  Homebuilding revenues and net income for
2006 were approximately $3.9 billion and $124 million,
respectively.


STAR SIGNS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Star Signs & Graphics, Inc.
        801 East Ninth Street
        Lawrence, KS 66046

Bankruptcy Case No.: 07-20513

Chapter 11 Petition Date: March 14, 2007

Court: District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Joanne B. Stutz, Esq.
                  Thomas M. Mullinix, III, Esq.
                  Evans & Mullinix PA
                  7225 Renner Road Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700

Total Assets: $848,182

Total Debts:  $2,726,120

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Fed withholding           $607,226
Centralized Insolvency Ops    and Fica
P.O. Box 21126                Senior lien:
Philadelphia, PA 19114-0326   $663,108

Ninth & Delaware LLC          Unpaid rent               $237,221
730 New Hampshire #222
Lawrence, KS 66044

Internal Revenue Service      941 taxes                 $141,050
Centralized Insolvency Ops
P.O. Box 21126
Philadelphia, PA 191140326

Midwest Print & Screen Ptg    Trade payable             $135,371
45 East Maryland Avenue
St. Paul, MN 55117

Internal Revenue Service      941 taxes                 $104,931
Centralized Insolvency Ops
P.O. Box 21126
Philadelphia, PA 191140326

Internal Revenue Service      941 taxes                 $100,213
Centralized Insolvency Ops
P.O. Box 21126
Philadelphia, PA 19114-0326

Kansas Department of Revenue  Sales taxes                $55,229

Kansas Department of Revenue  Withholding tax            $50,608

Shawnee Mission School        Trade payable              $40,432
District

Kansas University             Trade payable              $40,000

McKee Pool                    Trade payable              $23,406

G.E Capital                   Judgement 10/06            $22,500

Internal Revenue Service      941 taxes                  $19,654

KDHE                          Environmental claim        $18,320

Missouri Dept of Revenue      Use tax                    $15,889

RGS Industries                Trade payable              $15,019

Chase                         Credit card                $12,455
                              purchases

Regal Plastics                Trade payable              $12,424

Bank of America               Credit card                $11,271
                              purchases

Internal Revenue Service      941 taxes                  $10,797


SUMMER FUN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: Summer Fun, Inc.
             P.O. Box 2311
             Columbia Falls, MT 59912

Bankruptcy Case No.: 07-60231

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Summer Fun USA, Inc.                       07-60232

Type of Business: The Debtors operate an amusement park.

Chapter 11 Petition Date: March 14, 2007

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Edward A. Murphy, Esq.
                  Datsopoulos MacDonald & Lind
                  Central Square Building
                  201 West Main Street, Suite 201
                  Missoula, MT 59802
                  Tel: (406) 728-0810

                        Estimated Assets   Estimated Debts
                        ----------------   ---------------
Summer Fun, Inc.        $1 Million to      $100,000 to
                        $100 Million       $1 Million

Summer Fun USA, Inc.    Not Stated         Not Stated

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


TERRY KRETZ: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Terry Lee Kretz
        1695 Jacobs Drive
        Gallatin, TN 37066

Bankruptcy Case No.: 07-01515

Chapter 11 Petition Date: March 2, 2007

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine, II

Debtor's Counsel: Roy C. Desha Jr., Esq.
                  Law Offices of Roy C. Desha Jr.
                  1106 18th Avenue South
                  Nashville, TN 37212
                  Tel: (615) 369-9600
                  Fax: (615) 369-9613

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wilson Bank & Trust              guarantor for       $1,550,000
P.O. Box 768                     Linear Logic
Lebanon, TN 37088                (first mortgage
                                 and credit line)

Reitmeyer, Patrick and Lisa                          $1,000,000
c/o Kenneth Bryant, Esq.
150 Fourth Avenue North,
Suite 1200
Nashville, Tennessee

O'Connell, Abigail                                     $100,000
c/o H. Thomas Fehn, Esq.
11755 Wilshire Boulevard,
15th Floor
Los Angeles, CA 90025

G.M.A.C.                         2006 G.M.C. Yukon      $59,444
                                 VIN #1GKFK66U26J146   (unknown
                                                       secured)

Adkins, Jerry and Rhonda                                $27,942

Internal Revenue Service         payroll taxes          $27,490

Washington Mutual Card           credit card debt        $8,920
Services

Household Finance                                        $6,848

Evans, Jones & Reynolds                                  $6,000

Sumner County Trustee            real estate taxes       $5,907

Gallatin City Recorder           real estate taxes       $2,902


THORNTON OILFIELD: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Thornton Oilfield Holdings, L.L.C
        1126 Rambling Oaks Drive
        Norman, OK 73072-4134

Bankruptcy Case No.: 07-10755

Chapter 11 Petition Date: March 15, 2007

Court: Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: Kenneth L. Spears, Esq.
                  P.O. Box 687
                  Oklahoma City, OK 73101
                  Tel: (405) 236-1503

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Laurus Master Fund, Ltd.      Litigation claim        $3,000,000
825 3rd Avenue
New York, NY 10022-7519

Eagle Drilling, LLC           Trade debt                $444,000
1126 Rambling Oaks Drive
Norman, OK 73072-4134


TRANSWITCH CORP: Cuts Net Loss to $11 Million in Yr. Ended Dec. 31
------------------------------------------------------------------
TranSwitch Corp. reported that for year ended Dec. 31, 2006,
its net loss was $10.85 million on total net revenues of
$38.92 million, as compared with a net loss of $23.75 million
on total net revenues of $32.9 million for the year ended
Dec. 31, 2005.

As of Dec. 31, 2006, the balance sheet of the company showed
total assets totaling $82.65 million, total liabilities of
$58.6 million, resulting to total stockholders' equity of
$24.05 million.

The company had cash and cash equivalents of $57.72 million as
of Dec. 31, 2006, up from $38.84 million in 2005.  This is the
company's primary source of liquidity, since it is not currently
generating positive cash flow from its operations.  The company's
cash equivalents as of Dec. 31, 2006 consist of money market
instruments and commercial paper.

The company has financed its operations and has met its capital
requirements since incorporation in 1988 primarily through private
and public issuances of equity securities, convertible notes, bank
borrowings and cash generated from operations.

                       Financial Commitments

The company has existing commitments to make future interest
payments on the Plus Cash Notes and to redeem these notes in
September 2007.  Over the remaining life of the outstanding Plus
Cash Notes, it expects to accrue and pay about $1.6 million in
interest to the holders of the Notes.

The company has outstanding operating lease commitments of
$39.7 million, payable over the next 11 years.  Some of these
commitments are for space that is not being utilized and, for
which, the company recorded restructuring charges in prior years
for excess facilities.

Total contractual obligation of the company as of Dec. 31, 2006,
amounted to $74.94 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b78

                      About TranSwitch Corp.

Based in Shelton, Conn., TranSwitch Corp. (NASDAQ: TXCC)
-- http://www.transwitch.com/-- designs, develops and markets
innovative semiconductors that provide core functionality and
complete solutions for voice, data and video communications
network equipment.  TranSwitch is an ISO 9001: 2000 registered
company.   The company has locations in India, Germany and the
U.S.

                           *     *     *

TranSwitch Corp. carries Standard and Poor's Ratings Service's B-
long-term foreign and local issuer credit ratings.


TRAPEZA CDO: Fitch Rates $10 Million Class F Notes at BB
--------------------------------------------------------
Fitch assigns these ratings to Trapeza CDO XII, Ltd. and Trapeza
CDO XII, Inc.:

    -- $250,000,000 class A-1 first priority senior secured
       floating rate notes, due 2042 'AAA';

    -- $68,000,000 class A-2 second priority senior secured
       floating rate notes, due 2042 'AAA';

    -- $19,000,000 class A-3 third priority senior secured
       floating rate notes, due 2042 'AAA';

    -- $49,000,000 class B fourth priority secured deferrable
       floating rate notes, due 2042 'AA';

    -- $38,000,000 class C-1 fifth priority secured deferrable
       floating rate notes, due 2042 'A';

    -- $9,000,000 class C-2 fifth priority secured deferrable
       fixed/floating rate notes, due 2042 'A';

    -- $15,000,000 class D-1 sixth priority secured deferrable
       floating rate notes, due 2042 'A-';

    -- $10,000,000 class D-2 sixth priority secured deferrable
       fixed/floating rate notes, due 2042 'A-';

    -- $20,000,000 class E-1 seventh priority secured deferrable
       floating rate notes, due 2042 'BBB';

    -- $5,000,000 class E-2 seventh priority secured deferrable
       fixed/floating rate notes, due 2042 'BBB';

    -- $10,000,000 class F eighth priority secured deferrable
       floating rate notes, due 2042 'BB';

    -- $9,000,000 class Q notes, due 2042, 'A-'.


US AIRWAYS: Employees Share $58.7 Million Earnings in 2006
----------------------------------------------------------
More than 35,000 US Airways Group Inc. employees, furloughees and
retirees in the US, Canada, Europe, the Caribbean and Latin
America are sharing in the airline's 2006 profits when checks
totaling $58.7 million were distributed on March 14, 2007.

"We are simply delighted to distribute profit sharing checks to
our outstanding employees, especially given only two years ago, US
Airways was nearing liquidation and America West's own future was
uncertain.  To say we've come a long way in a short amount of time
is a vast understatement and I couldn't be more proud or
privileged to be part of this team," Chairman and CEO Doug Parker
said in a message thanking employees for "continued dedication to
building a winning airline."

US Airways' profit sharing program sets aside 10% of the airline's
annual pre-tax profits.  The airline posted a 2006 net profit of
$507 million as disclosed earlier this year.  Employees of US
Airways and its wholly owned US Airways Express carriers
participate in the program.

Around the US Airways system, employees will celebrate at
barbeques, ice cream socials, buffets and more to commemorate a
profitable year.  2006 was the first full year for US Airways as a
combined carrier, following its merger with America West Airlines
in 2005.  Last year's milestones include:

   * all customer facing areas at all 38 overlap cities now
     combined;

   * strong Philadelphia baggage improvement: 95% of local bags
     arriving at baggage claim within 19 minutes;

   * full year profit of $507 million;

   * Embraer 190 added to mainline fleet;

   * six $50 payouts for on-time performance; ranked second
     (against major airlines) for 2006 as a whole;

   * launched the new http://www.usairways.com/and

   * 100 pilots and 200 flight attendants recalled.

                       About US Airways

Headquartered in Tempe, Arizona, US Airways Group Inc.'s (NYSE:
LCC) -- 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.


US AIRWAYS: Fitch Upgrades Issuer Default Rating to B-
------------------------------------------------------
Fitch Ratings has upgraded its ratings on US Airways Group, Inc.
(NYSE: LCC) as:

    -- Issuer Default Rating to 'B-' from 'CCC';
    -- Secured term loan rating to 'BB-/RR1' from 'B/RR1';
    -- Senior unsecured rating to 'CCC/RR6' from 'CC/RR6'.

Fitch's ratings apply to approximately $1.9 billion in outstanding
debt.  In addition, Fitch has assigned a rating of 'BB-/RR1' to US
Airways' new $1.6 billion secured term loan facility that is
currently in syndication.  The Rating Outlook is Positive.

The upgrade in US Airways' ratings reflects the substantial
improvement in the airline's credit profile that has occurred
since the carrier exited Chapter 11 protection and merged with
America West Holdings Corp. in September 2005.  In addition, with
the withdrawal of its acquisition offer for Delta Air Lines, Inc.
in late January, US Airways can focus on the few remaining tasks
necessary to complete the full integration of the US Airways, Inc.
and America West Airlines, Inc. operating units.  Fitch does not
expect US Airways to seek another acquisition in the near term.

Over the past year, US Airways has posted relatively strong
financial results, which have translated into credit metrics that
place it among the better-performing hub-and-spoke airlines.
Lease-adjusted leverage of 6 times (x) and EBITDA interest
coverage of 3x are the strongest of the four solvent legacy
carriers, while its 2006 EBITDAR margin of 7.8% is second only to
AMR Corp.  Unrestricted cash and equivalents, at 20% of 2006
revenue, has increased by 500 basis points over the past year and
is in the same range as AMR, UAL Corp. and Continental Airlines,
Inc.  US Airways' financial performance relative to its peers has
been driven primarily by cost savings that resulted from its
Chapter 11 reorganization combined with revenue and expense
synergies that have been realized through the merger with America
West.

The new term loan, which will mature in 2014, is backed by hard
assets, such as aircraft, spare parts and ground service
equipment; soft assets, including route authorities, slots and
gates; $750 million in cash held in control accounts; and certain
accounts receivable assets.  The 'BB-/RR1' rating reflects the
loan's substantial collateral coverage and very strong recovery
prospects in a default scenario.  Proceeds from the term loan will
be primarily used to refinance US Airways' existing $1.25 billion
term loan facility, as well as pre-pay other outstanding secured
and unsecured debt.  In addition to more favorable pricing, the
refinancing moves the company's significant debt maturities three
years further into the future, which will improve liquidity
through 2013 and provide the airline with increased financial
flexibility over a longer time horizon.  The refinancing also
removes several aircraft from collateral pools that are currently
securing some of the existing debt.  Releasing the aircraft
increases US Airways' unencumbered asset base, which could serve
as collateral to secure future financings in the event of another
industry downturn.

US Airways' strengthened liquidity position and a lack of
significant debt maturities over the next several years have
significantly reduced the probability of a near-term cash crisis.
Furthermore, unlike AMR, Continental, Delta and Northwest Airlines
Corp., US Airways has no significant defined benefit (DB) pension
plans in place.  Although the Pension Protection Act has
significantly reduced cash funding requirements for those airlines
that maintain DB plans, US Airways' lack of DB plans could provide
the carrier with a competitive advantage over the longer term,
particularly in the next industry down cycle.

Looking ahead, industry demand fundamentals are expected to remain
fairly strong during 2007, while domestic capacity growth will
continue to be limited.  The pace of yield growth will likely
slow, however, as year-over-year comparables become more
difficult. Operating expenses will still be significantly affected
by the price of jet fuel, although US Airways, along with most
U.S. carriers, has taken advantage of dips in oil prices by
increasing its fuel hedging position.  As of January 30, US
Airways had 43% of its estimated full-year fuel needs hedged using
costless collars, with a jet fuel equivalent put price of $1.97
and a call price of $2.17.  Operating expenses could see some
pressure from increased wages, as the airline continues to seek
integrated labor agreements with its pilots, flight attendants,
mechanics and fleet service workers.  The airline has stressed,
however, that the status of its labor agreements is immaterial to
its ability to combine the operations of US Airways, Inc. and AWA
under a single Federal Aviation Administration operating
certificate, and it still plans to complete the full operational
integration of the two airlines by mid-2007.


WEIDER EXCAVATING: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Weider Excavating, LLC
        33590 Highway 42
        West Vienna, MO 65582

Bankruptcy Case No.: 07-60321

Chapter 11 Petition Date: March 18, 2007

Court: Western District of Missouri (Springfield)

Debtor's Counsel: Raymond I. Plaster, Esq.
                  Moon, Plaster & Sweere, LLP
                  3275 East Ridgeview Street, Suite C
                  Springfield, MO 65804
                  Tel: (417) 862-3704
                  Fax: (417) 862-1936

Total Assets: $1,424,554

Total Debts:  $1,013,403

Debtor's Six Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Maries County Bank                         $252,800
P.O. Box 203
Vienna, MO 65582

National Water Works                        $99,669
P.O. Box 503660
St. Louis, MO 63150-3660

Vermeer                                     $56,929
P.O. Box 273
Chesterfield, MO 63006

Raithel Bros. Construction Inc.             $14,000

The Trading Co., Inc.                        $3,006

Bill Hickle                                  $3,000


WEST DIG: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: West Dig Contractors, Inc.
        8137 Douglas Avenue
        Kalamazoo, MI 49009

Bankruptcy Case No.: 07-01793

Chapter 11 Petition Date: March 14, 2007

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Michael M. Malinowski, Esq.
                  Michael M. Malinowski PLC
                  740 Alger Street Southeast
                  Grand Rapids, MI 49507
                  Tel: (616) 475-4994
                  Fax: (616) 475-5313

Total Assets: $1,743,632

Total Debts:  $1,300,145

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Super 8-Marquette                                      $6,056
   1275 US 41 West
   Marquette, MI 49855

   Chrysler Financial                                     $5,751
   Dept. 277001                                   Secured value:
   P.O. Box 55000                                        $13,754
   DETROIT, MI 48255-2700

   S&S Directional Boring Ltd.                            $5,590
   1116 CR17
   BRYAN OHH 43506

   Ridderman & Sons Oil Co Inc.                           $5,522

   Parker Arntz Lakeview Project                          $5,445

   Drakes Fuel Service Inc.                               $5,338

   Contech Construction Products                          $4,853

   Nes Traffic Safety LP                                  $4,290

   Brink Key & Chludzinski                                $4,216

   Kingman Mobile Storage                                 $4,213

   Highgrade Materials                                    $3,869

   Firemans Fund                                          $3,611

   BCBS of MI                                             $3,244

   Ron Giannunzio Fuel Dist Inc.                          $3,173

   North Kent Well Lakeview                               $3,000

   RTE                                                    $2,840

   Stilson Concrete Construct                             $2,718

   Nes Carson City                                        $2,429

   Midway Inn                                             $2,218

   Verplank Trucking Co.                                  $2,135


WILLIAM SCANLAN: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: William A. Scanlan
        aka Bill Scanlan
        202 Lavista Drive
        Nashville, TN 37215

Bankruptcy Case No.: 07-01494

Chapter 11 Petition Date: March 1, 2007

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine, II

Debtor's Counsel: Robert James Gonzales, Esq.
                  MGLAW, P.L.L.C.
                  2525 West End Avenue Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                                          Claim Amount
   ------                                          ------------
American Express                                        $16,000
P.O. Box 297813
Fort Lauderdale, FL 33329-9785


WILLIAMS IND: Faces Liquidity Issues in the 2nd Qtr. Ended Jan. 31
------------------------------------------------------------------
Williams Industries, Inc. reported a net loss of $143,000 on total
revenues of $9.48 million for the second quarter ended Jan. 31,
2007, versus a net income of $268,000 on total revenues of
$11.14 million for the second quarter ended Jan. 31, 2005.

For the six months ended Jan. 31, 2007, the company incurred a net
loss of $511,000 on total revenues of $19.49 million, versus a net
income of 18,000 on total revenues of $23.25 million for the same
period a year ago.

As of Jan. 31, 2006, the company had total assets of
$29.32 million, total liabilities of $24.64 million, and minority
interests of $187,000, resulting to total stockholders' equity of
$4.49 million.

The company's January 31 balance sheet also showed total current
assets of $20.82 million and total current liabilities of
$20.39 million.  Its accumulated deficit as of Jan. 31, 2006,
stood at $12.49 million.

After Jan. 31, 2007, the company sold a heavy lift crane, to an
outside third party for $382,000.

                      Company Privatization

During a regular meeting on March 7, 2007, the Williams Industries
Board of Directors approved the appointment of a committee of
independent directors to explore the possibility of taking the
Company private after reviewing the current and future costs of
remaining a public corporation.

                      Forebearance Agreement

The company is facing a liquidity and business crisis after
suffering operating losses for several years.  It has utilized its
available sources of operating cash and borrowed about
$3.3 million from its largest shareholder and his affiliated
entities.

The company is operating under a Forbearance Agreement with its
major lender pursuant to which it owes approximately $3 million on
June 30, 2007.  Pertinent information to the agreement are:

     (1) on Dec. 31, 2006, the company agreed to restore its
         deposit in a money market account to $200,000, to be
         drawn against to pay interest;

     (2) the term of the Forbearance Agreement was extended
         through June 30, 2007;

     (3) the Williams Family LP reaffirmed the amount of its
         pledge of collateral of about $1.8 million; and

     (4) Frank E. Williams, Jr., reaffirmed his personal guarantee
         of $242,000 of the company's obligations to United Bank.

In addition, the company is in default on nearly all of its other
debts and leases by virtue of failing to make scheduled payments
in a timely fashion.  Because of the company's financial condition
and the highly competitive market in its areas of operation, there
remains significant risk that the company may not be able to
maintain its level of operations.

In view of the company's liquidity problems and in order to fund
the repayment of the United Bank notes, the company is pursuing
various financing options, including conventional and asset-based
financing, and exploring its strategic options relative to the
sale of individual assets or subsidiaries.

Full-text copies of the company's quarter financials are available
for free at http://ResearchArchives.com/t/s?1b88

                     About Williams Industries

Williams Industries, Inc. -- http://www.wmsi.com/-- is a publicly
owned specialty construction company in the Mid-Atlantic region.
Its subsidiaries provide services and products for the industrial,
commercial and institutional construction markets.  The
construction and manufacturing services include: steel and
precast concrete erection; miscellaneous metals installation; the
fabrication of welded steel plate girders; rolled steel beams, and
light structural and other metal products; the construction,
repair and rehabilitation of bridges; and crane rental, heavy and
specialized hauling and rigging.

                           *     *     *

As reported in the Troubled Company Reported on Oct. 24, 2006,
McGladrey & Pullen, LLP, expressed substantial doubt about
Williams Industries, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
years ended July 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses from operations and its entry into
a Forbearance Agreement with one of its primary lenders, which has
accelerated certain debt.


* Moody's Says Non-Players Face Greatest Risk on Penn. Gaming
-------------------------------------------------------------
The introduction of slot machines into Pennsylvania will pose some
risk to those gaming companies building facilities in the state,
but greater risk to those companies dependent on gaming in
neighboring jurisdictions such as Atlantic City, Moody's Investors
Service says in a new report.

"Rated issuers making the Pennsylvania foray face a mix of
challenges and opportunities that could affect ratings," says
Moody's Vice President/Senior Credit Officer Keith Foley.
"Issuers most at risk, though, are casino operators with no
presence in Pennsylvania that rely heavily on customers that live
in the state."

Moody's identifies six issuers as falling into this group for
which Pennsylvania is either a primary or secondary market.  These
include:

    * B3-rated Trump Entertainment,
    * B2-rated Wheeling Island Gaming,
    * Caa1-rated Resorts International, and
    * B1-rated Tropicana Entertainment.

Two companies also in this group -- Ba2-rated MGM MIRAGE and Ba2-
rated Boyd Gaming -- should see minimal impact as their new and
expanding Borgata joint venture remains a potent attraction.

"Additionally, while Atlantic City is experiencing some success
with regard to improved product offerings and offers more gaming
options than Pennsylvania, asset improvement is occurring at a
relatively slow pace, and only a few Atlantic City operators are
currently benefiting from that change," says Foley.

In addition to the business risk usually involved in any new
venture, another risk those companies that are building slot
facilities in Pennsylvania face is having more of their revenue
flowing from a state that Moody's considers to have "high"
regulatory risk for gaming.  A high-risk regulatory risk
designation is typically assigned to U.S. gaming jurisdictions
where there is no established history of a gaming regulatory
environment -- Moody's notes the designation does not suggest an
immediate or foreseeable regulatory action.

Eight Moody's-rated gaming companies now have Pennsylvania
licenses. Three of these companies also operate in nearby
jurisdictions.

Pennsylvania passed legislation in 2004 that allows for up to
61,000 slot machines at 14 sites throughout the state.  Eleven
slot machine licenses have been granted since September 2006, six
to existing horse racetracks and five for stand-alone slot
parlors.


* BOND PRICING: For the week of March 12 - March 16
---------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Amer & Forgn Pwr                      5.000%  03/01/30    67
Antigenics                            5.250%  02/01/25    68
Anvil Knitwear                       10.875%  03/15/07    67
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     0
Atherogenics Inc                      1.500%  02/01/12    73
Autocam Corp.                        10.875%  06/15/14    70
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96    15
Bank New England                      9.875%  09/15/99     7
Better Minerals                      13.000%  09/15/09    75
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    59
Calpine Corp                          4.000%  12/26/06    70
Cell Genesys Inc                      3.125%  11/01/11    73
Cell Therapeutic                      5.750%  06/15/08    69
Chic East Ill RR                      5.000%  01/01/54    71
Collins & Aikman                     10.750%  12/31/11     3
Comcast Holdings                      2.000%  10/15/29    41
Dana Corp                             5.850%  01/15/15    70
Dana Corp                             6.500%  03/01/09    73
Dana Corp                             6.500%  03/15/08    73
Dana Corp                             7.000%  03/01/29    72
Dana Corp                             7.000%  03/15/28    72
Dana Corp                             9.000%  08/15/11    71
Decode Genetics                       3.500%  04/15/11    70
Delco Remy Intl                       8.625%  12/15/07    73
Delco Remy Intl                       9.375%  04/15/12    17
Delco Remy Intl                      11.000%  05/01/09    14
Delta Air Lines                       2.875%  02/18/24    55
Delta Air Lines                       7.700%  12/15/05    54
Delta Air Lines                       7.900%  12/15/09    57
Delta Air Lines                       8.000%  06/03/23    56
Delta Air Lines                       8.300%  12/15/29    58
Delta Air Lines                       9.000%  05/15/16    57
Delta Air Lines                       9.250%  03/15/22    53
Delta Air Lines                       9.250%  12/27/07    61
Delta Air Lines                       9.750%  05/15/21    55
Delta Air Lines                      10.000%  08/15/08    57
Delta Air Lines                      10.000%  12/05/14    58
Delta Air Lines                      10.125%  05/15/10    53
Delta Air Lines                      10.375%  02/01/11    55
Delta Air Lines                      10.375%  12/15/22    57
Deutsche Bank NY                      8.500%  11/15/16    74
Diva Systems                         12.625%  03/01/08     0
Dov Pharmaceutic                      2.500%  01/15/25    70
Dura Operating                        8.625%  04/15/12    31
Dura Operating                        9.000%  05/01/09     5
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     12.750%  04/01/06     0
E.Spire Comm Inc                     13.000%  11/01/05     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Encysive Pharmacy                     2.500%  03/15/12    69
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    56
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.160%  03/06/03    75
Federal-Mogul Co.                     8.370%  11/15/01    73
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.400%  11/01/46    74
GB Property Fndg                     11.000%  09/29/05    57
Global Health Sc                     11.000%  05/01/08     7
Gulf States Stl                      13.500%  04/15/03     0
Home Prod Intl                        9.625%  05/15/08    26
Insight Health                        9.875%  11/01/11    30
Iridium LLC/CAP                      10.875%  07/15/05    21
Iridium LLC/CAP                      11.250%  07/15/05    22
Iridium LLC/CAP                      13.000%  07/15/05    23
Iridium LLC/CAP                      14.000%  07/15/05    23
IT Group Inc.                        11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    22
Kaiser Aluminum                      12.750%  02/01/03     3
Kellstrom Inds                        5.500%  06/15/03     4
Kellstrom Inds                        5.750%  10/15/02     4
Kmart Corp                            8.990%  07/05/10    28
Kmart Corp                            9.350%  01/02/20    12
Kmart Corp                            9.780%  01/15/20    28
Kmart Funding                         8.800%  07/01/10    27
Kmart Funding                         9.440%  07/01/18    15
Lehman Bros Hldg                     11.000%  10/25/17    73
Liberty Media                         3.750%  02/15/30    63
Liberty Media                         4.000%  11/15/29    67
LTV Corp                              8.200%  09/15/07     0
Merisant Co                           9.500%  07/15/13    74
MRS Fields                            9.000%  03/15/11    68
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    58
Northern Pacific RY                   3.000%  01/01/47    58
Northwest Airlines                    8.970%  01/02/15    25
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
Nutritional Src                      10.125%  08/01/09    63
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     7
Oscient Pharm                         3.500%  04/15/11    68
Outboard Marine                       9.125%  04/15/17     3
Pac-West Telecom                     13.500%  02/01/09    23
Pac-West Telecom                     13.500%  02/01/09    32
PCA LLC/PCA FIN                      11.875%  08/01/09     3
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                     9.750%  12/01/06     8
Piedmont Aviat                       10.250%  01/15/49     0
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    42
Primus Telecom                        8.000%  01/15/14    58
PSINET Inc                           11.500%  11/01/08     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp                        6.500%  09/01/04     5
RJ Tower Corp.                       12.000%  06/01/13     9
Tribune Co                            2.000%  05/15/29    71
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      8.700%  10/07/08    42
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.200%  03/22/08    53
United Air Lines                      9.210%  01/21/17    11
United Air Lines                      9.300%  03/22/08    57
United Air Lines                      9.350%  04/07/16    41
United Air Lines                      9.560%  10/19/18    58
United Air Lines                     10.020%  03/22/14    54
United Air Lines                     10.110%  02/19/49    53
United Air Lines                     10.125%  03/22/15    57
United Air Lines                     10.850%  02/19/15    53
Universal Stand                       8.250%  02/01/06     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.800%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Vesta Insurance Group                 8.750%  07/15/25     4
Werner Holdings                      10.000%  11/15/07     8
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Wheeling-Pitt St                      6.000%  08/01/10    75
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     12.750%  04/15/10     0

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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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
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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
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Monthly Operating Reports are summarized in every Saturday edition
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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,
Ludivino Q. Climaco, Jr., 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
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $775 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***